IDEX 10-Q 2025-06-30
Filed 2025-07-30. 8 sections, 190K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the quarterly period ended | June 30, 2025 |
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the transition period from | to |
Commission File Number: 1-10235
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 36-3555336 | |||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| 3100 Sanders Road, | Suite 301, | Northbrook, | Illinois | 60062 | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (847) 498-7070
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share | IEX | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company | ☐ | |||||||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Number of shares of common stock of IDEX Corporation outstanding as of July 25, 2025: 75,287,284.
TABLE OF CONTENTS
Cautionary Statement Under the Private Securities Litigation Reform Act
This quarterly report on Form 10-Q, including the “Overview,” “Results of Operations” and “Liquidity and Capital Resources” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may relate to, among other things, the Company’s business strategy, outlook and the assumptions underlying these expectations, plant and equipment capacity for future growth, planned production, anticipated future acquisition behavior, resource and capital deployment, the Company’s ability to adapt to macroeconomic challenges and anticipated adaptability of resource deployment, anticipated impacts of tariffs and global trade policies and changes in law, including the One, Big, Beautiful Bill Act, the Company’s future market positioning, anticipated trends in end markets, including expectations regarding market sector contraction, recovery, stabilization or growth and underlying drivers of such expectations, expectations regarding future order volumes and order patterns, demand within end markets, availability and sufficiency of cash and financing alternatives, the impacts of any pending or threatened legal, regulatory and other proceedings involving the Company and its subsidiaries, anticipated benefits and restructuring charges related to the Company’s organizational changes, the anticipated tax treatment of the Company’s recent acquisitions, the anticipated benefits and performance of the Company’s recent or future acquisitions, anticipated growth initiatives and expansions and the anticipated benefits of the Company’s productivity and cost containment efforts, and are indicated by words or phrases such as “anticipates,” “estimates,” “plans,” “guidance,” “expects,” “projects,” “forecasts,” “should,” “could,” “will,” “management believes,” “the Company believes,” “the Company intends” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this report.
The risks and uncertainties include, but are not limited to, the following: levels of industrial activity and economic conditions in the U.S. and other countries around the world, including uncertainties in the financial markets; pricing pressures, including inflation and rising interest rates, and other competitive factors and levels of capital spending in certain industries; the impact of severe weather events, natural disasters and public health threats; economic and political consequences resulting from terrorist attacks and wars; the Company’s ability to make acquisitions and to integrate and operate acquired businesses on a profitable basis; cybersecurity incidents; the relationship of the U.S. dollar to other currencies and its impact on pricing and cost competitiveness; political and economic conditions in countries in which the Company operates; developments with respect to trade policy and existing, new or increased tariffs or other similar measures; changes to applicable laws and regulations, including tax laws; interest rates; capacity utilization and the effect this has on costs; labor markets; supply chain conditions; market conditions and material costs; risks related to environmental, social and corporate governance issues, including those related to climate change and sustainability; and developments with respect to contingencies, such as litigation and environmental matters.
Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Risk Factors” section included in the Company’s most recent annual report on Form 10-K and the Company’s subsequent quarterly reports filed with the United States Securities and Exchange Commission (“SEC”) and the other risks discussed in the Company’s filings with the SEC. The forward-looking statements included here are only made as of the date of this report, and management undertakes no obligation to publicly update them to reflect subsequent events or circumstances, except as may be required by law. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented here.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | 865.4 | $ | 807.2 | $ | 1,679.7 | $ | 1,607.7 | |||||||||||||||
| Cost of sales | 473.2 | 440.4 | 918.6 | 883.5 | |||||||||||||||||||
| Gross profit | 392.2 | 366.8 | 761.1 | 724.2 | |||||||||||||||||||
| Selling, general and administrative expenses | 203.6 | 182.8 | 413.0 | 377.9 | |||||||||||||||||||
| Restructuring expenses and asset impairments | 0.7 | 1.3 | 18.2 | 2.4 | |||||||||||||||||||
| Operating income | 187.9 | 182.7 | 329.9 | 343.9 | |||||||||||||||||||
| Gain on sale of business | — | (4.6) | — | (4.6) | |||||||||||||||||||
| Other expense (income) – net | 2.4 | — | 3.8 | (2.7) | |||||||||||||||||||
| Interest expense – net | 15.6 | 8.1 | 31.7 | 17.5 | |||||||||||||||||||
| Income before income taxes | 169.9 | 179.2 | 294.4 | 333.7 | |||||||||||||||||||
| Provision for income taxes | 38.8 | 38.0 | 67.9 | 71.2 | |||||||||||||||||||
| Net income | 131.1 | 141.2 | 226.5 | 262.5 | |||||||||||||||||||
| Net loss attributable to noncontrolling interest | 0.5 | 0.1 | 0.6 | 0.2 | |||||||||||||||||||
| Net income attributable to IDEX | $ | 131.6 | $ | 141.3 | $ | 227.1 | $ | 262.7 | |||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Basic earnings per common share attributable to IDEX | $ | 1.74 | $ | 1.86 | $ | 3.00 | $ | 3.46 | |||||||||||||||
| Diluted earnings per common share attributable to IDEX | $ | 1.74 | $ | 1.86 | $ | 3.00 | $ | 3.46 | |||||||||||||||
| Share data: | |||||||||||||||||||||||
| Basic weighted average common shares outstanding | 75.5 | 75.7 | 75.6 | 75.7 | |||||||||||||||||||
| Diluted weighted average common shares outstanding | 75.5 | 75.9 | 75.7 | 75.9 |
See Notes to Condensed Consolidated Financial Statements
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | 131.1 | $ | 141.2 | $ | 226.5 | $ | 262.5 | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Pension and other postretirement adjustments, net of tax | (0.2) | (0.2) | (0.4) | (0.3) | |||||||||||||||||||
| Cumulative translation adjustment | 125.6 | (6.0) | 179.5 | (70.3) | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | 125.4 | (6.2) | 179.1 | (70.6) | |||||||||||||||||||
| Comprehensive income | 256.5 | 135.0 | 405.6 | 191.9 | |||||||||||||||||||
| Comprehensive loss attributable to noncontrolling interest | 0.5 | 0.1 | 0.6 | 0.2 | |||||||||||||||||||
| Comprehensive income attributable to IDEX | $ | 257.0 | $ | 135.1 | $ | 406.2 | $ | 192.1 |
See Notes to Condensed Consolidated Financial Statements
IDEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
(unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 568.2 | $ | 620.8 | |||||||
| Receivables – net | 476.1 | 465.9 | |||||||||
| Inventories – net | 487.8 | 429.7 | |||||||||
| Other current assets | 84.4 | 76.3 | |||||||||
| Total current assets | 1,616.5 | 1,592.7 | |||||||||
| Property, plant and equipment – net of accumulated depreciation of $639.7 and $589.9 at June 30, 2025 and December 31, 2024, respectively | 464.8 | 460.4 | |||||||||
| Goodwill | 3,368.6 | 3,251.7 | |||||||||
| Intangible assets – net | 1,269.4 | 1,284.8 | |||||||||
| Other noncurrent assets | 156.8 | 155.7 | |||||||||
| Total assets | $ | 6,876.1 | $ | 6,745.3 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Trade accounts payable | $ | 204.2 | $ | 197.8 | |||||||
| Accrued expenses | 271.3 | 278.7 | |||||||||
| Current portion of long-term borrowings | 0.8 | 100.7 | |||||||||
| Dividends payable | 53.5 | 52.5 | |||||||||
| Total current liabilities | 529.8 | 629.7 | |||||||||
| Long-term borrowings – net | 1,847.1 | 1,859.5 | |||||||||
| Deferred income taxes | 283.2 | 267.2 | |||||||||
| Other noncurrent liabilities | 205.6 | 194.8 | |||||||||
| Total liabilities | 2,865.7 | 2,951.2 | |||||||||
| Commitments and contingencies (Note 15) | |||||||||||
| Shareholders’ equity | |||||||||||
| Preferred stock: | |||||||||||
| Authorized: 5.0 million shares, $0.01 per share par value; Issued: None | — | — | |||||||||
| Common stock: | |||||||||||
| Authorized: 150.0 million shares, $0.01 per share par value | |||||||||||
| Issued: 90.1 million shares at both June 30, 2025 and December 31, 2024 | 0.9 | 0.9 | |||||||||
| Treasury stock at cost: 14.7 million shares at June 30, 2025 and 14.2 million shares at December 31, 2024 | (1,271.4) | (1,170.3) | |||||||||
| Additional paid-in capital | 883.6 | 864.8 | |||||||||
| Retained earnings | 4,350.3 | 4,230.2 | |||||||||
| Accumulated other comprehensive income (loss) | 48.2 | (130.9) | |||||||||
| Total shareholders’ equity | 4,011.6 | 3,794.7 | |||||||||
| Noncontrolling interest | (1.2) |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and related notes in this quarterly report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Item 1A, “Risk Factors” in the Company’s most recent annual report on Form 10-K and under the heading “Cautionary Statement Under the Private Securities Litigation Reform Act” discussed elsewhere in this quarterly report.
This discussion includes certain non-GAAP financial measures that have been defined and reconciled to the most directly comparable financial measure prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the headings “Non-GAAP Disclosures” and “Free Cash Flow.” This discussion also includes Operating working capital, which has been defined under the heading “Liquidity and Capital Resources.” The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.
Overview
IDEX is an applied solutions provider specializing in the manufacturing of health and science technologies, fluid and metering technologies, and fire, safety and other diversified products built to customers’ specifications. IDEX’s products are sold in niche markets across a wide range of industries throughout the world. Accordingly, IDEX’s businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where it does business, as well as by the relationship of the U.S. dollar to other currencies. Levels of capacity utilization and capital spending in certain markets and overall industrial activity are important factors that influence the demand for IDEX’s products.
Highlights
(All comparisons are against the same period in 2024 unless otherwise noted)
Three Months Ended June 30, 2025
-
Record reported Net sales of $865.4 million increased 7% overall and increased 1% organically*
-
Reported diluted earnings per common share (“EPS”) attributable to IDEX of $1.74 decreased 6%
-
Adjusted diluted EPS attributable to IDEX* of $2.07 was relatively flat
*These are non-GAAP measures. See the definitions of these non-GAAP measures and reconciliations to their most directly comparable GAAP financial measures under the heading “Non-GAAP Disclosures.”
During the second quarter of 2025, the Company delivered strong operating performance, despite persistent macroeconomic uncertainty. Strong price/cost execution helped mitigate the impact of volume pressure driven by ongoing tariff related uncertainty in the market. Operating results during the quarter also benefited from the acquisition of Mott Corporation and its subsidiaries (“Mott”). Diluted EPS declined year-over-year reflecting higher amortization expense and interest costs related to the financing of the acquisition of Mott during the third quarter of 2024. Adjusted diluted EPS was relatively flat compared to the same prior year period.
While overall order trends were favorable coming into the second quarter, industrial day rates declined late in the quarter and hesitation around larger order commitments increased, reflecting the continued macroeconomic uncertainty, with some customers ordering with greater caution and delaying larger commitments to improve their production capacity or capabilities. The Company has taken actions, such as increasing price, reducing costs and implementing supply chain strategies to mitigate the impact of tariffs and geopolitical uncertainty. However, the landscape continues to evolve. The Company will continue to take such actions and believes it is well positioned given the criticality of our solutions, which generally constitute a relatively small part of the bill of materials. IDEX businesses also generally operate locally with teams that are well equipped to adapt with agility. However, IDEX cannot be certain these strategies will entirely mitigate macroeconomic shifts, including if demand otherwise decreases. The Company remains focused on optimizing its business portfolio and expects its strong cash generation and balance sheet will continue to enable opportunistic capital deployment to generate shareholder value sustainably in the long run.
Results of Operations
The following is a discussion and analysis of the Company’s results of operations for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024.
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except per share amounts) | 2025 | 2024 | $ | % / bps | 2025 | 2024 | $ | % / bps | |||||||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 435.8 | $ | 407.5 | $ | 28.3 | 7 | % | $ | 855.2 | $ | 805.1 | $ | 50.1 | 6 | % | |||||||||||||||||||||||||||||||
| International sales | 429.6 | 399.7 | 29.9 | 7 | % | 824.5 | 802.6 | 21.9 | 3 | % | |||||||||||||||||||||||||||||||||||||
| Net sales | 865.4 | 807.2 | 58.2 | 7 | % | 1,679.7 | 1,607.7 | 72.0 | 4 | % | |||||||||||||||||||||||||||||||||||||
| Cost of sales | 473.2 | 440.4 | 32.8 | 7 | % | 918.6 | 883.5 | 35.1 | 4 | % | |||||||||||||||||||||||||||||||||||||
| Gross profit | 392.2 | 366.8 | 25.4 | 7 | % | 761.1 | 724.2 | 36.9 | 5 | % | |||||||||||||||||||||||||||||||||||||
| Gross margin | 45.3 | % | 45.4 | % | n/a | (10) bps | 45.3 | % | 45.0 | % | n/a | 30 bps | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 203.6 | 182.8 | 20.8 | 11 | % | 413.0 | 377.9 | 35.1 | 9 | % | |||||||||||||||||||||||||||||||||||||
| Restructuring expenses and asset impairments | 0.7 | 1.3 | (0.6) | (46 | %) | 18.2 | 2.4 | 15.8 | NM | ||||||||||||||||||||||||||||||||||||||
| Operating income | 187.9 | 182.7 | 5.2 | 3 | % | 329.9 | 343.9 | (14.0) | (4 | %) | |||||||||||||||||||||||||||||||||||||
| Gain on sale of business | — | (4.6) | 4.6 | (100 | %) | — | (4.6) | 4.6 | (100 | %) | |||||||||||||||||||||||||||||||||||||
| Other expense (income) – net | 2.4 | — | 2.4 | NM | 3.8 | (2.7) | 6.5 | (241 | %) | ||||||||||||||||||||||||||||||||||||||
| Interest expense – net | 15.6 | 8.1 | 7.5 | 93 | % | 31.7 | 17.5 | 14.2 | 81 | % | |||||||||||||||||||||||||||||||||||||
| Income before income taxes | 169.9 | 179.2 | (9.3) | (5 | %) | 294.4 | 333.7 | (39.3) | (12 | %) | |||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 38.8 | 38.0 | 0.8 | 2 | % | 67.9 | 71.2 | (3.3) | (5 | %) | |||||||||||||||||||||||||||||||||||||
| Effective tax rate | 22.9 | % | 21.2 | % | n/a | 170 bps | 23.1 | % | 21.4 | % | n/a | 170 bps | |||||||||||||||||||||||||||||||||||
| Net income attributable to IDEX | $ | 131.6 | $ | 141.3 | $ | (9.7) | (7 | %) | $ | 227.1 | $ | 262.7 | $ | (35.6) | (14 | %) | |||||||||||||||||||||||||||||||
| Diluted earnings per common share attributable to IDEX | $ | 1.74 | $ | 1.86 | $ | (0.12) | (6 | %) | $ | 3.00 | $ | 3.46 | $ | (0.46) | (13 | %) | |||||||||||||||||||||||||||||||
| NM - Not Meaningful |
Net Sales
Net sales for both the three and six months ended June 30, 2025 increased as compared to the same prior year periods as a result of contributions from the acquisition of Mott. Organic sales for the same periods increased 1% and were flat, respectively, which reflected positive price and targeted growth initiatives in the Company’s Health & Science Technologies and Fire & Safety/Diversified Products segments. These increases were partially and fully offset by lower volumes during the three and six months ended June 30, 2025, respectively, primarily within the Fluid & Metering Technologies segment.
Gross Profit and Gross Margin
Gross profit and Gross margin for both the three and six months ended June 30, 2025 were positively impacted by price/cost and operational productivity improvements, and were negatively impacted by volume deleverage and unfavorable mix. Platform optimization savings resulting from restructuring actions taken during 2025 mitigated increases in other employee-related costs. Gross profit for both the three and six months ended June 30, 2025 was also positively impacted by the Mott acquisition, net of divestitures, while Gross margin for both the three and six months ended June 30, 2025 was negatively impacted by the Mott acquisition, net of divestitures.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for both the three and six months ended June 30, 2025 increased by $16.9 million and $33.5 million from acquisitions, net of divestitures, including amortization, respectively, as well as higher employee-related costs and increased professional services spending as compared to the same prior year periods. These increases were partially offset by lower discretionary spending.
Restructuring Expenses and Asset Impairments
Restructuring expenses and asset impairments primarily relate to severance expense for restructuring actions taken during the respective periods presented. Severance costs during the six months ended June 30, 2025 were incurred in conjunction with organizational changes, primarily designed to connect scalable groups of businesses, which resulted in a reduction of headcount. Additionally, the Company eliminated certain management layers in select areas. For additional information regarding restructuring expenses and asset impairments, refer to Note 10, “Restructuring Expenses and Asset Impairments,” in the Notes to Condensed Consolidated Financial Statements.
Gain on Sale of Business
During the three and six months ended June 30, 2024, the Company completed the sale of Alfa Valvole, Srl (“Alfa Valvole”) for proceeds of $45.5 million, net of cash remitted, resulting in an initial gain on the sale of $4.6 million, net of a release of cumulative foreign currency translation losses of $5.5 million. For additional information regarding the divestiture of Alfa Valvole, refer to Note 2, “Acquisitions and Divestitures,” in the Notes to Condensed Consolidated Financial Statements.
Other Expense (Income) – Net
Other expense (income) – net during the three and six months ended June 30, 2025 primarily reflects the impact of foreign currency transactions.
Interest Expense – Net
Interest expense – net for the three and six months ended June 30, 2025 increased primarily due to the impact of higher debt outstanding used to finance the acquisition of Mott, partially offset by reductions in interest expense related to the payoff of the Company’s Term Facility in 2024.
Income Taxes
The effective tax rate was 22.9% and 23.1% for the three and six months ended June 30, 2025, respectively, as compared to 21.2% and 21.4% during the same periods in 2024, respectively. The increase in the effective tax rate for the three and six months ended June 30, 2025 was primarily due to a more favorable net impact of discrete one-time tax items in the prior year periods as compared to the current year periods. Additionally, the effective tax rate for the three and six months ended June 30, 2025 was unfavorably impacted by state tax law changes enacted in June 2025, foreign tax differentials related to increased tax rates and the mix of earnings in higher tax rate jurisdictions. For additional information, refer to Note 16, “Income Taxes”, in the Notes to Condensed Consolidated Financial Statements.
In October 2021, members of the Organization for Economic Co-operation and Development (“OECD”)and G20 Inclusive Framework on Base Erosion and Profit Shifting agreed to a two-pillar solution to address the tax challenges associated with the digitalization of the economy. In December 2021, the OECD released the Pillar Two Model Rules (“Pillar Two”), which define the global minimum tax and call for the taxation of large corporations at a minimum rate of 15%. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which we operate have enacted legislation, and other countries are in the process of introducing draft legislation to implement the minimum tax directive. Many aspects of Pillar Two became effective January 1, 2025; however, nearly all of the jurisdictions in which IDEX operates have an effective tax rate above the 15% threshold. Therefore, the Company does not expect a material impact from the Pillar Two income tax rules. We are continuing to monitor legislative developments and evaluate financial results for changes in the expected impact.
Results of Reportable Business Segments
The Company has three reportable segments: Health & Science Technologies (“HST”), Fluid & Metering Technologies (“FMT”) and Fire & Safety/Diversified Products (“FSDP”). For a detailed description of the operations within each segment, refer to Note 13, “Business Segments and Geographic Information,” in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Management’s measurements of segment performance are Net sales, adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin.
The table below illustrates the share of Net sales and Adjusted EBITDA contributed by each segment on the basis of total segments (not total Company) for the three and six months ended June 30, 2025.
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| HST | FMT | FSDP | Total | HST | FMT | FSDP | Total | ||||||||||||||||||||||||||||||||||||||||
| Net sales as a percent of total | 42 | % | 36 | % | 22 | % | 100 | % | 42 | % | 36 | % | 22 | % | 100 | % | |||||||||||||||||||||||||||||||
| Adjusted EBITDA(1) | 36 | % | 42 | % | 22 | % | 100 | % | 37 | % | 41 | % | 22 | % | 100 | % |
(1) Segment Adjusted EBITDA excludes the impact of unallocated corporate costs of $22.9 million and $51.8 million for the three and six months ended June 30, 2025, respectively.
Health & Science Technologies Segment
| Three Months Ended June 30, | Components of Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | Organic | Acq/Div**(1)** | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 166.3 | $ | 141.8 | 17% | ||||||||||||||||||||||||||||||||||||
| International sales | 199.0 | 162.0 | 23% | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 365.3 | $ | 303.8 | 20% | 4% | 15% | 1% | 20% | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 95.0 | 84.2 | 13% | 2% | 9% | 2% | 13% | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 26.0 | % | 27.7 | % | (170) bps | (40) bps | (130) bps | — | (170) bps |
| Six Months Ended June 30, | Components of Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | Organic | Acq/Div**(1)** | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 321.4 | $ | 280.7 | 14% | ||||||||||||||||||||||||||||||||||||
| International sales | 385.4 | 333.2 | 16% | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 706.8 | $ | 613.9 | 15% | 1% | 14% | — | 15% | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 182.4 | 165.6 | 10% | 1% | 9% | — | 10% | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 25.8 | % | 27.0 | % | (120) bps | (10) bps | (110) bps | — | (120) bps |
(1) Acquisitions include Mott, acquired in September 2024.
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Organic sales for the three and six months ended June 30, 2025 were positively impacted by positive price, targeted growth initiatives and favorable volumes in the Company’s aerospace/defense businesses, and negatively impacted by lower volumes within the Company’s semiconductor, automotive and industrial businesses. Our pharmaceutical businesses delivered favorable volumes during the three months ended June 30, 2025, but were flat during the six months ended June 30, 2025.
-
Adjusted EBITDA margin for the three months ended June 30, 2025 decreased primarily due to the Mott acquisition and unfavorable mix. Operational productivity improvements and platform optimization savings offset increases in other employee-related costs, including higher variable compensation. Adjusted EBITDA margin for the six months ended June 30, 2025 decreased primarily due to the Mott acquisition. Volume deleverage was offset by net
productivity improvements. Operational productivity improvements and platform optimization savings more than offset increases in other employee-related costs, including higher variable compensation.
Fluid & Metering Technologies Segment
| Three Months Ended June 30, | Components of Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | Organic | Acq/Div**(1)** | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 175.7 | $ | 181.2 | (3%) | ||||||||||||||||||||||||||||||||||||
| International sales | 135.2 | 138.2 | (2%) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 310.9 | $ | 319.4 | (3%) | (2%) | (2%) | 1% | (3%) | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 108.7 | 107.7 | 1% | 1% | (1%) | 1% | 1% | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 35.0 | % | 33.7 | % | 130 bps | 110 bps | 20 bps | — | 130 bps |
| Six Months Ended June 30, | Components of Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | Organic | Acq/Div**(1)** | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 344.5 | $ | 353.8 | (3%) | ||||||||||||||||||||||||||||||||||||
| International sales | 256.9 | 279.3 | (8%) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 601.4 | $ | 633.1 | (5%) | (3%) | (2%) | — | (5%) | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 204.0 | 213.1 | (4%) | (3%) | (1%) | — | (4%) | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 33.9 | % | 33.7 | % | 20 bps | — | 20 bps | — | 20 bps |
(1) Divestitures included Alfa Valvole sold in June 2024.
-
Organic sales for the three and six months ended June 30, 2025 were negatively impacted by lower volumes in several end markets, including the Company’s chemical, water, energy, agriculture and semiconductor businesses, partially offset by positive price.
-
Adjusted EBITDA margin for the three and six months ended June 30, 2025 reflected positive price/cost and net productivity improvements, resulting from operational productivity improvements and platform optimization savings, which more than offset increases in other employee-related costs. The three and six months ended June 30, 2025 also reflected the accretive impact of the Alfa Valvole divestiture. These increases were partly and fully offset by volume deleverage during the three and six months ended June 30, 2025, respectively.
Fire & Safety/Diversified Products Segment
| Three Months Ended June 30, | Components of Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | Organic | Acq/Div | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 93.8 | $ | 84.5 | 11% | ||||||||||||||||||||||||||||||||||||
| International sales | 97.7 | 100.9 | (3%) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 191.5 | $ | 185.4 | 3% | 2% | — | 1% | 3% | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 56.4 | 53.8 | 5% | 3% | — | 2% | 5% | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 29.4 | % | 29.0 | % | 40 bps | 40 bps | — | — | 40 bps |
| Six Months Ended June 30, | Components of Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | Organic | Acq/Div | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 189.3 | $ | 170.6 | 11% | ||||||||||||||||||||||||||||||||||||
| International sales | 186.5 | 192.8 | (3%) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 375.8 | $ | 363.4 | 3% | 3% | — | — | 3% | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 110.6 | 105.2 | 5% | 5% | — | — | 5% | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 29.4 | % | 28.9 | % | 50 bps | 50 bps | — | — | 50 bps |
-
Organic sales for the three and six months ended June 30, 2025 increased as a result of positive price, strong North America Fire OEM demand and targeted growth initiatives in the Company’s Fire and Safety businesses, partially offset by lower volumes due to the timing of Dispensing projects in emerging markets.
-
Adjusted EBITDA margin increased for the three and six months ended June 30, 2025 primarily due to positive price/cost, which more than offset unfavorable productivity and mix. The three months ended June 30, 2025 also reflected volume deleverage, while the six months ended June 30, 2025 benefited from volume leverage.
Liquidity and Capital Resources
Liquidity
Based on management’s current expectations and currently available information, the Company believes current cash, cash from operations and cash available under the Revolving Facility will be sufficient to meet its cash requirements, including planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements, share repurchases and quarterly dividend payments to holders of the Company’s common stock for the foreseeable future. Additionally, in the event that suitable businesses are available for acquisition upon acceptable terms, the Company may obtain all or a portion of the financing for these acquisitions through the incurrence of additional borrowings. The Company believes that additional borrowings through various financing alternatives remain available, if required.
Select key liquidity metrics at June 30, 2025 are as follows:
| (In millions) | June 30, 2025 | |||||||
| Working capital | $ | 1,086.7 | ||||||
| Current ratio | 3.1 to 1 | |||||||
| Cash and cash equivalents | $ | 568.2 | ||||||
| Cash held outside of the United States | 504.6 | |||||||
| Revolving Facility capacity | $ | 800.0 | ||||||
| Borrowings | 256.6 | |||||||
| Letters of credit | 2.8 | |||||||
| Revolving Facility availability | $ | 540.6 |
Operating Working Capital
Operating working capital, calculated as Receivables – net plus Inventories – net minus Trade accounts payable, is used by management as a measurement of operational results as well as the short-term liquidity of the Company. The following table details Operating working capital as of June 30, 2025 and December 31, 2024:
| (In millions) | June 30, 2025 | December 31, 2024 | Change | Organic Change | ||||||||||||||||||||||
| Receivables – net | $ | 476.1 | $ | 465.9 | $ | 10.2 | $ | (1.6) | ||||||||||||||||||
| Inventories – net | 487.8 | 429.7 | 58.1 | 45.6 | ||||||||||||||||||||||
| Less: Trade accounts payable | 204.2 | 197.8 | 6.4 | (0.9) | ||||||||||||||||||||||
| Operating working capital | $ | 759.7 | $ | 697.8 | $ | 61.9 | $ | 44.9 |
Acquisitions and foreign currency translation increased Operating working capital by $17.0 million during the six months ended June 30, 2025. Apart from these items, the primary driver of the change in operating working capital was inventories, which increased early in the year to support planned production.
Cash Flow Summary
The following table is derived from the Condensed Consolidated Statements of Cash Flows:
| Six Months Ended June 30, | ||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | |||||||||||||||||
| Net cash flows provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 267.4 | $ | 290.2 | $ | (22.8) | ||||||||||||||
| Investing activities | (24.5) | 11.7 | (36.2) | |||||||||||||||||
| Financing activities | (349.2) | (118.2) | (231.0) |
Operating Activities
Operating cash flows decreased $22.8 million in the six months ended June 30, 2025 as compared to the same prior year period primarily due to higher investments in operating working capital driven by higher inventory purchases early in the year to support planned production, higher severance payments made in conjunction with the organizational changes during 2025 and higher interest payments on the 4.950% Senior Notes borrowed during the third quarter of 2024 to fund the acquisition of Mott. The decreases were partly offset by higher sales.
Investing Activities
Investing cash flows decreased $36.2 million in the six months ended June 30, 2025 as compared to the prior year period driven by the absence of proceeds of $45.5 million received in the prior year from the sale of Alfa Valvole in June 2024. This decrease was partly offset by lower capital expenditures during the six months ended June 30, 2025, which decreased $6.8 million as compared to the prior year period and $4.2 million of funds received during the current year in connection with the finalization of the Mott purchase price, as compared to $1.6 million of funds received in connection with the finalization of the STC Material Solutions purchase price during the prior year.
Financing Activities
Financing cash flows decreased $231.0 million during the six months ended June 30, 2025 as compared to the prior year period primarily due to $100.0 million of share repurchases, an increase of $75.0 million in repayments on long-term borrowings and $42.7 million of higher net payments on the Revolving Facility. The six months ended June 30, 2025 also included lower proceeds from stock option exercises, net of shares withheld for taxes, which decreased $8.1 million, and higher dividends paid to shareholders, which increased $5.2 million, as compared to the prior year period.
Free Cash Flow
The Company believes free cash flow, a non-GAAP measure, is an important measure of performance because it provides a measurement of cash generated from operations that is available for payment obligations such as operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements and quarterly dividend payments to holders of the Company’s common stock as well as for funding acquisitions and share repurchases. Free cash flow is calculated as cash flows provided by operating activities less capital expenditures.
The following table reconciles cash flows provided by operating activities to free cash flow:
| Six Months Ended June 30, | ||||||||||||||
| (In millions) | 2025 | 2024 | ||||||||||||
| Cash flows provided by operating activities | $ | 267.4 | $ | 290.2 | ||||||||||
| Less: capital expenditures | 29.1 | 35.9 | ||||||||||||
| Free cash flow | $ | 238.3 | $ | 254.3 | ||||||||||
Cash Requirements
Micro-LAM Acquisition
On July 29, 2025, the Company acquired Micro-LAM, Inc. (“Micro-LAM”) for cash consideration of $90.0 million, subject to customary adjustments, plus a potential earnout of up to $12.0 million of additional cash consideration based upon the achievement of certain financial performance metrics over a two-year period. The acquisition was funded using additional borrowings under the Company’s Revolving Facility in July 2025. Micro-LAM is an advanced optics manufacturer of laser-assisted machining, ultra-precision diamond tools and custom optics that is complementary to the Company’s Optics Technologies solutions. Micro-LAM will operate in the Company’s Health & Science Technologies segment.
Capital Expenditures
Capital expenditures generally include machinery and equipment that support growth and improved productivity, tooling, business system technology, replacement of equipment and investments in new facilities. The Company believes it has sufficient operating cash flows to continue to meet current obligations and invest in planned capital expenditures. Cash flows from operations were more than adequate to fund capital expenditures of $29.1 million and $35.9 million in the first six months of 2025 and 2024, respectively.
Share Repurchases
During the six months ended June 30, 2025, the Company repurchased 0.5 million shares at a cost of $100.0 million. There were no share repurchases during the six months ended June 30, 2024. As of June 30, 2025, the amount of share repurchase authorization remaining was $439.7 million, excluding fees, commissions, excise taxes and other expenses related to such common stock repurchases. For additional information regarding the Company’s share repurchase program, refer to Note 12, “Share Repurchases,” in the Notes to Condensed Consolidated Financial Statements.
Dividends
Total dividend payments to common shareholders were $105.9 million during the six months ended June 30, 2025 compared with $100.7 million during the six months ended June 30, 2024.
Covenants
The key financial covenants that the Company is required to maintain in connection with the Revolving Facility and the 5.13% Senior Notes, are a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.50 to 1. At June 30, 2025, the Company was in compliance with these financial covenants, as the Company’s interest coverage ratio was 12.94 to 1 for covenant calculation purposes and the leverage ratio was 2.08 to 1. There are no financial covenants relating to the 2.625% Senior Notes, the 3.00% Senior Notes or the 4.950% Senior Notes; however, all are subject to cross-acceleration provisions.
Credit Ratings
The Company’s credit ratings, which were independently developed by the following credit agencies, are detailed below:
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S&P Global Ratings reaffirmed the Company’s corporate credit rating of BBB (stable outlook) in September 2024.
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Moody’s Investors Service affirmed the Company’s corporate credit rating of Baa2 (stable outlook) in August 2024.
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Fitch Ratings reaffirmed the Company’s corporate credit rating of BBB+ (stable outlook) in June 2024.
Off-Balance Sheet Arrangements
The Company had $27.8 million of letters of credit as of June 30, 2025, primarily issued as security for insurance and other performance obligations. Of the $27.8 million of letters of credit, only $2.8 million reduced the Company’s borrowing capacity under the Revolving Facility as of June 30, 2025. The Company has restricted cash of $1.8 million as of June 30, 2025, which represents cash held as collateral for standby letters of credit issued by Mott and is required to keep the balance in a separate account for the duration of the letters of credit. During the second quarter of 2025, $16.3 million of the $18.1 million restricted cash at December 31, 2024 was released from restriction as the related standby letters of credit expired, $2.0 million of which
have been replaced during the second quarter of 2025 under other existing facilities that do not reduce the Company’s borrowing capacity.
Except as disclosed above, the Company has no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on the Company’s consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates
There have been no changes to the Company’s critical accounting estimates described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Non-GAAP Disclosures
Set forth below are reconciliations of Organic sales, Adjusted gross profit, Adjusted gross margin, Adjusted net income attributable to IDEX, Adjusted diluted EPS attributable to IDEX, Consolidated Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Consolidated Adjusted EBITDA margin to their respective most directly comparable U.S. GAAP measure. Management uses these metrics to measure performance of the Company since they exclude items that are not reflective of ongoing operations, as identified in the reconciliations below. Management also supplements its U.S. GAAP financial statements with adjusted information to provide investors with greater insight, transparency and a more comprehensive understanding of the information used by management in its financial and operational decision making.
Management uses Adjusted EBITDA as its measure of segment performance, and believes it is a useful indicator of the strength and performance of the Company and its segments’ ongoing business operations, as well as a way for investors to evaluate and compare operating performance and value companies within the Company’s industry. Management believes that Adjusted EBITDA margin is useful for the same reason as Adjusted EBITDA. The definition of Adjusted EBITDA used here may differ from that used by other companies.
This report also references free cash flow. This non-GAAP measure is discussed and reconciled to its most directly comparable GAAP measure in the section above titled “Free Cash Flow.”
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. Due to rounding, numbers presented throughout this and other documents may not add up or recalculate precisely. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.
| 1. Reconciliations of the Change in Net Sales to Organic Sales | |||||||||||||||||||||||
| HST | FMT | FSDP | IDEX | ||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Change in net sales | 20 | % | (3 | %) | 3 | % | 7 | % | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Net impact from acquisitions/divestitures(1) | 15 | % | (2 | %) | — | % | 5 | % | |||||||||||||||
| Impact from foreign currency(2) | 1 | % | 1 | % | 1 | % | 1 | % | |||||||||||||||
| Change in organic net sales | 4 | % | (2 | %) | 2 | % | 1 | % | |||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Change in net sales | 15 | % | (5 | %) | 3 | % | 4 | % | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Net impact from acquisitions/divestitures(1) | 14 | % | (2 | %) | — | % | 4 | % | |||||||||||||||
| Impact from foreign currency(2) | — | % | — | % | — | % | — | % | |||||||||||||||
| Change in organic sales | 1 | % | (3 | %) | 3 | % | — | % |
(1) Represents the sales from acquired or divested businesses during the first 12 months of ownership or prior to divestiture.
(2) The portion of sales attributable to foreign currency translation is calculated as the difference between (a) the period-to-period change in organic sales, and (b) the period-to-period change in organic sales after applying prior period foreign exchange rates to the current year period.
| 2. Reconciliations of Reported-to-Adjusted Gross Profit and Gross Margin (in millions) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Gross profit | $ | 392.2 | $ | 366.8 | $ | 761.1 | $ | 724.2 | |||||||||||||||
| Fair value inventory step-up charges | — | — | — | 2.5 | |||||||||||||||||||
| Adjusted gross profit | $ | 392.2 | $ | 366.8 | $ | 761.1 | $ | 726.7 | |||||||||||||||
| Net sales | $ | 865.4 | $ | 807.2 | $ | 1,679.7 | $ | 1,607.7 | |||||||||||||||
| Gross margin | 45.3 | % | 45.4 | % | 45.3 | % | 45.0 | % | |||||||||||||||
| Adjusted gross margin | 45.3 | % | 45.4 | % | 45.3 | % | 45.2 | % |
| 3. Reconciliations of Reported-to-Adjusted Net Income Attributable to IDEX and Diluted EPS Attributable to IDEX (in millions, except for per share amounts) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reported net income attributable to IDEX | $ | 131.6 | $ | 141.3 | $ | 227.1 | $ | 262.7 | |||||||||||||||
| Fair value inventory step-up charges | — | — | — | 2.5 | |||||||||||||||||||
| Tax impact on fair value inventory step-up charges | — | — | — | (0.5) | |||||||||||||||||||
| Restructuring expenses and asset impairments(1) | 0.4 | 1.3 | 17.9 | 2.4 | |||||||||||||||||||
| Tax impact on restructuring expenses and asset impairments | (0.2) | (0.3) | (4.3) | (0.6) | |||||||||||||||||||
| Gain on sale of business | — | (4.6) | — | (4.6) | |||||||||||||||||||
| Tax impact on gain of sale of business | — | — | — | — | |||||||||||||||||||
| Acquisition-related intangible asset amortization | 32.0 | 23.9 | 63.5 | 48.5 | |||||||||||||||||||
| Tax impact on acquisition-related intangible asset amortization | (7.3) | (5.5) | (14.7) | (11.1) | |||||||||||||||||||
| Adjusted net income attributable to IDEX | $ | 156.5 | $ | 156.1 | $ | 289.5 | $ | 299.3 | |||||||||||||||
| Reported diluted EPS attributable to IDEX | $ | 1.74 | $ | 1.86 | $ | 3.00 | $ | 3.46 | |||||||||||||||
| Fair value inventory step-up charges | — | — | — | 0.03 | |||||||||||||||||||
| Tax impact on fair value inventory step-up charges | — | — | — | (0.01) | |||||||||||||||||||
| Restructuring expenses and asset impairments(1) | 0.01 | 0.02 | 0.24 | 0.03 | |||||||||||||||||||
| Tax impact on restructuring expenses and asset impairments | — | — | (0.06) | (0.01) | |||||||||||||||||||
| Gain on sale of business | — | (0.06) | — | (0.06) | |||||||||||||||||||
| Tax impact on gain of sale of business | — | — | — | — | |||||||||||||||||||
| Acquisition-related intangible asset amortization | 0.42 | 0.31 | 0.83 | 0.64 | |||||||||||||||||||
| Tax impact on acquisition-related intangible asset amortization | (0.10) | (0.07) | (0.19) | (0.14) | |||||||||||||||||||
| Adjusted diluted EPS attributable to IDEX | $ | 2.07 | $ | 2.06 | $ | 3.82 | $ | 3.94 | |||||||||||||||
| Diluted weighted average shares outstanding | 75.5 | 75.9 | 75.7 | 75.9 |
(1) This adjustment represents the amount of Restructuring expenses and asset impairments attributable to IDEX. Restructuring expenses and asset impairments of $0.7 million and $18.2 million on the Condensed Consolidated Statements of Income during the three and six months ended June 30, 2025, respectively, included charges of $0.6 million recognized by the Company’s joint venture, $0.3 million of which was attributable to noncontrolling interest.
| 4. Reconciliations of Net Income to Adjusted EBITDA (in millions) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reported net income | $ | 131.1 | $ | 141.2 | $ | 226.5 | $ | 262.5 | |||||||||||||||
| Provision for income taxes | 38.8 | 38.0 | 67.9 | 71.2 | |||||||||||||||||||
| Interest expense – net | 15.6 | 8.1 | 31.7 | 17.5 | |||||||||||||||||||
| Gain on sale of business | — | (4.6) | — | (4.6) | |||||||||||||||||||
| Depreciation | 19.0 | 16.3 | 37.4 | 32.5 | |||||||||||||||||||
| Amortization | 32.0 | 23.9 | 63.5 | 48.5 | |||||||||||||||||||
| Fair value inventory step-up charges | — | — | — | 2.5 | |||||||||||||||||||
| Restructuring expenses and asset impairments | 0.7 | 1.3 | 18.2 | 2.4 | |||||||||||||||||||
| Adjusted EBITDA | $ | 237.2 | $ | 224.2 | $ | 445.2 | $ | 432.5 | |||||||||||||||
| Adjusted EBITDA Components | |||||||||||||||||||||||
| HST | $ | 95.0 | $ | 84.2 | $ | 182.4 | $ | 165.6 | |||||||||||||||
| FMT | 108.7 | 107.7 | 204.0 | 213.1 | |||||||||||||||||||
| FSDP | 56.4 | 53.8 | 110.6 | 105.2 | |||||||||||||||||||
| Corporate and other | (22.9) | (21.5) | (51.8) | (51.4) | |||||||||||||||||||
| Total Adjusted EBITDA | $ | 237.2 | $ | 224.2 | $ | 445.2 | $ | 432.5 | |||||||||||||||
| Net sales | $ | 865.4 | $ | 807.2 | $ | 1,679.7 | $ | 1,607.7 | |||||||||||||||
| Net income margin | 15.1 | % | 17.5 | % | 13.5 | % | 16.3 | % | |||||||||||||||
| Adjusted EBITDA margin | 27.4 | % | 27.8 | % | 26.5 | % | 26.9 | % |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes with respect to market risks disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.
There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are party to legal proceedings incidental to the operation of their businesses as described in Note 15 in Part I, Item 1, “Commitments and Contingencies,” in the Notes to Condensed Consolidated Financial Statements and such disclosure is incorporated by reference into this Item 1. “Legal Proceedings.”
The Company’s threshold for disclosing material environmental legal proceedings involving a government authority where potential monetary sanctions are involved is $1.0 million.
In addition, the Company and eight of its subsidiaries are presently named as defendants in a number of lawsuits claiming various asbestos-related personal injuries, allegedly as a result of exposure to products manufactured with components that contained asbestos. These components were acquired from third party suppliers and were not manufactured by the Company or any of the defendant subsidiaries. To date, the majority of the Company’s settlements and legal costs, except for costs of coordination, administration, insurance investigation and a portion of defense costs, have been covered in full by insurance, subject to applicable deductibles. However, the Company cannot predict whether and to what extent insurance will be available to continue to cover these settlements and legal costs, or how insurers may respond to claims that are tendered to them. Asbestos-related claims have been filed in jurisdictions throughout the United States and the United Kingdom. Most of the claims resolved to date have been dismissed without payment. The balance of the claims have been settled for various immaterial amounts. Only one case has been tried, resulting in a verdict for the Company’s business unit. No provision has been made in the financial statements of the Company, other than for insurance deductibles in the ordinary course, and the Company does not currently believe the asbestos-related claims will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.
Item 1A. Risk Factors
There have been no material changes with respect to risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about the Company’s purchases of its common stock during the quarter ended June 30, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid per Share**(1)** | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value that May Yet be Purchased Under the Plans or Programs**(2)** | |||||||||||||||||||
| April 1, 2025 to April 30, 2025 | — | $ | — | — | $ | 489,689,272 | |||||||||||||||||
| May 1, 2025 to May 31, 2025 | 268,586 | 186.16 | 268,586 | 439,689,289 | |||||||||||||||||||
| June 1, 2025 to June 30, 2025 | — | — | — | 439,689,289 | |||||||||||||||||||
| Total | 268,586 | $ | 186.16 | 268,586 | $ | 439,689,289 |
(1)Excludes commissions and the 1% excise tax imposed by the Inflation Reduction Act of 2022.
(2)On March 17, 2020, the Company’s Board of Directors (the “Board”) approved an increase of $500.0 million in the authorized level of repurchases of common stock. This approval is in addition to the prior repurchase authorization of the Board of $300.0 million on December 1, 2015. These authorizations have no expiration date and exclude fees, commissions, excise taxes and other expenses related to such common stock repurchases.
Item 5. Other Information
Amendment and Restatement of Bylaws
On and effective July 28, 2025, the Board adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws, among other things:
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Align the Company’s bylaws with developments in Delaware law and current practice;
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Enhance procedures with respect to stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) at meetings of stockholders or by written consent;
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In some cases, limit, and, in other cases, specify additional types of information and representations that a proposing or nominating stockholder or a stockholder’s proposed director nominees must provide to the Company;
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Clarify that the number of nominees a stockholder may include in a nomination notice or nominate for election may not exceed the number of directors to be elected at the applicable meeting and that no stockholder may make additional or substitute nominations following the expiration of the time period for providing a nomination notice;
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Require that to be eligible for election or appointment as a director, a person make himself or herself available to be interviewed by the Board (or any Board committee or other subset of the Board) within 10 days following the date of any reasonable request therefor from the Board or any Board committee;
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Authorize the Chief Executive Officer, rather than the President, of the Company to designate the duties and powers of officers other than the Chief Executive Officer and President; and
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Implement non-substantive, technical, clarifying and conforming changes, including in furtherance of gender neutrality.
The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 3.1* | Amended and Restated Bylaws of IDEX Corporation, effective as of July 28, 2025 | |||||||
| 31.1* | Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes Oxley Act of 2002 | |||||||
| 31.2* | Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes Oxley Act of 2002 | |||||||
| 32.1* | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 | |||||||
| 32.2* | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 | |||||||
| 101* | The following financial information from IDEX Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in Inline eXtensible Business Reporting Language (iXBRL) includes: (i) the Cover Page, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Balance Sheets, (v) the Condensed Consolidated Statements of Equity, (vi) the Condensed Consolidated Statements of Cash Flows, and (vii) Notes to Condensed Consolidated Financial Statements. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| * Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| IDEX Corporation | ||||||||
| By: | /s/ AKHIL MAHENDRA | |||||||
| Akhil Mahendra | ||||||||
| Interim Chief Financial Officer and Vice President, Corporate Development |
Date: July 30, 2025