IEXIDEX Corporation

We note your disclosure on page 10 stating that during 2021, backlog significantly increased due to supply chain constraints. Given the significant backlog increase, if material, please tell us and revise future filings to discuss the impact on your financial statements.

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Your response should quantify the backlog balances for 2019 - 2021 and disclose any potential cancellations or timing delays that occurred during the periods presented.

The Company acknowledges the Staff’s comment and notes that the increase in backlog has not had a material impact on its financial statements. The only impact the increased backlog has had on the Company’s financial statements has been with respect to elevated inventory levels, which the Company expects to utilize as it delivers on customer orders and which has been disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Cash Flow Summary (page 27).

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Furthermore, the increased backlog has not had a material impact on revenue recognition timing or cash flows and the Company does not believe it will have a material impact on revenue recognition timing, cash flows or other potential trends for the reasons discussed in further detail below.

Backlog reflects the undelivered portion of the Company’s order activity and totaled $437.0 million, $550.6 million and $834.6 million at December 31, 2019, 2020 and 2021, respectively.

The increase in backlog was driven by (1) supply chain constraints experienced by the Company that extended the Company’s lead times; (2) a shift in customer ordering patterns whereby customers began placing orders earlier in anticipation of extended lead times; and (3) supply chain constraints experienced by customers who requested later delivery dates from the Company (e.g., because other products customers required would be delayed, customers, in turn, requested that the Company also delay its delivery so that the products would not sit unused with the Company’s customers).

While backlog has increased and lead times have extended in the current environment, the Company believes this is temporary and does not believe these factors will adversely impact market demand for its products for the primary reasons set forth below:

•IDEX has a short cycle business and although lead times have increased, the Company does not believe the increase is material; even with the delays the Company’s products still generally ship within a matter of two to three months. Given these relatively short delivery periods, the Company does not consider backlog to be a relevant measure of long-term financial performance.

•With respect to cancellations, because the Company partners closely with customers to produce highly-specialized quality components that are often designed into customers’ end products, immediate substitution of the Company’s products is neither typically desired by customers nor feasible. As such, the Company has not historically experienced significant order cancellations. Even in the presence of elevated backlog, order cancellations remained under three percent of orders in the periods presented, and, consistent with the Company’s past performance, the Company does not expect significant order cancellations in the future.

The Company respectfully advises the Staff that it will continue to monitor backlog and its potential impact on the Company’s financial statements and, to the extent that impact becomes material, will enhance its disclosures to appropriately address such impacts.

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We see that you present Adjusted Operating Margin, Adjusted EPS, Free Cash Flow, Adjusted Net Income and Adjusted EBITDA on the first page of your earnings release without also presenting the comparable GAAP measures with equal or greater prominence, as required by Item 10(e)(1)(i)(A) of Regulation S-K, which is inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

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Please review that guidance when preparing future earnings releases.

In future earnings releases, the Company will present comparable GAAP measures with equal or greater prominence if non-GAAP measures are used to supplement our GAAP measures. In future earnings releases in which we present Adjusted Operating Margin, Adjusted EPS, Free Cash Flow, Adjusted Net Income and/or Adjusted EBITDA or any combination of non-GAAP measures, we will precede these disclosures with a greater or equally prominent disclosure of comparable GAAP measures.

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In addition, our discussion and analysis will include a similar discussion of the comparable GAAP measures in a location with equal or greater prominence. Finally, we will also include comparable GAAP measures in our earnings release headlines if and when non-GAAP measures are also presented.

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We see you present the non-GAAP measure Free Cash Flows in the highlights section of your earnings release without also presenting the comparable GAAP measures with equal or greater prominence, which is inconsistent with Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review that guidance when preparing future earnings releases.

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See also Item 10(e)(1)(i)(A) of Regulation S-K.

In future earnings releases, if the Company presents Free Cash Flow in the highlights section, we will also include Operating Cash Flow with equal or greater prominence. Additionally, if we present other non-GAAP measures in the highlights section of our future earnings releases we will include the most comparable GAAP measure with equal or greater prominence. Read in the reply ↗

Revise future earnings releases to clearly define your use of the term “organic.”

In our next earnings release, the Company will define the term organic as “sales and orders calculated according to generally accepted accounting principles in the United States excluding amounts from acquired or divested businesses during the first twelve months after acquisition or divestiture and the impact of foreign currency translation.” Read in the reply ↗

We note that in Table 2 of your earnings release you reconcile segment EBITDA to segment operating income and not to net income, which is inconsistent with the guidance in Question 103.02 of the Updated Compliance and Disclosure interpretations issued on May 17, 2016. Please review that guidance when preparing your future filings and earnings releases.

The reconciliation in Table 2 of segment EBITDA to segment operating income, rather than net income, was presented due to the fact that we do not allocate consolidated interest expense or consolidated provision for income taxes to our segments. However, in our next earnings release, we will modify our reconciliation as follows such that segment EBITDA is reconciled to the Company’s consolidated net income.

Three months ended March 31, 2016

FMT

HST

FSDP

Corporate Office

Total IDEX

Operating income (loss)

$ 51,401

$ 40,699

$ 25,404

$ (14,947)

$ 102,557

Other income (expense) -

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net

167

373

114

744

Depreciation and amortization

7,256

10,861

1,482

358

19,957

EBITDA

$ 58,824

$ 51,933

$ 26,976

$ (14,475)

$ 123,258

Interest expense

(10,489)

Provision for income taxes

(24,682)

(19,957)

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Please refer to the table presented on the final page of your earnings release. In future earnings releases provide a reconciliation of the net sales and operating income segment amounts presented in this table to the consolidated amounts in your statements of operations.

In our next earnings release, we will add the additional information within “Corporate office and other” to the table so that amounts reconcile to our consolidated statements of operations. Additionally, the reconciliation in response #4 will be included in the tables in our future earnings releases such that net sales and operating income (loss) are reconciled to the consolidated amounts in our statements of operations.

Three Months Ended

March 31,

2016

2015

Fluid & Metering Technologies

Net sales

$ 218,248

Operating income

51,401

55,898

Operating margin

24.3

25.6

$

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63,061

27.8

28.9

$ 7,256

$ 6,361

Capital expenditures

3,290

4,969

Health & Science Technologies

$ 179,120

40,699

37,457

21.8

20.9

$ 47,796

27.9

26.7

$ 10,861

$ 10,208

4,137

2,885

Fire & Safety/Diversified Products

$ 106,622

25,404

27,162

25.5

$ 29,556

25.8

27.7

$ 1,482

$ 1,532

1,107

1,322

Corporate office and other

Intersegment sales eliminations

$ (1,792)

(14,947)

(18,760)

(14,475)

(18,423)

409

116

901

Company

$ 502,198

102,557

101,757

20.4

20.3

$ 121,990

24.5

$ 19,957

$ 18,510

8,650

10,077

In connection with providing its responses to the Staff’s comments, the Company acknowledges the following:

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The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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Please tell us, and revise future filings to disclose, the underlying causes for each of the material changes noted in your disclosure. For example, you state that with respect to the Fluid & Metering Technologies segment, “[t]he increase in organic sales was driven by strong global growth” in the markets you mention.

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However, it is unclear what factors caused the strong global growth in those markets, whether the factors were the same for each market and the reasons other markets served by this segment did not grow, such as the municipal funding headwinds relating to your water business, as noted in management’s 4th quarter earnings call. Likewise, regarding your Health & Science Technologies segment, you cite “market strength” across all markets as the reason for the change, but it is unclear what is driving that strength or whether the same factors drove “strength” in each market. It is also unclear whether there were any material offsetting factors to the “strength” you mention, such as the NIH funding issues mentioned in the 4th quarter earnings call.

In our next quarterly filing, filed concurrently with the Company’s response to this letter, the Company will enhance our disclosures to include the underlying causes for each of the material changes noted in our disclosure. In order to provide Management’s Discussion and Analysis (MD&A) that is more beneficial to the reader of the financial statements and to address the question above, we intend to make the following changes:

(1)

In the Overview section, define the reportable segments, platforms, and groups that will be discussed later in the MD&A.

(2)

In the Results of Operations

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section, describe the metrics reviewed by management (sales, operating income, operating margin, depreciation and amortization) as well as definitions of organic sales and foreign currency translation.

(3)

In the Results of Operations section, amend the format to discuss results from both a consolidated IDEX perspective as well as for each of the three reportable segments.

(4)

Within each reportable segment’s Results of Operations discussion, provide key drivers of sales fluctuations by individual platform / group for material changes.

(5)

Within each reportable segment’s Results of Operations discussion, provide more detailed description of changes for operating income and operating margin.

We also intend to reflect this enhanced disclosure in future filings and revise our previous discussion relating to 2011 results of operations in Item 7 of our 2012 10-K.

Financial Statements,

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We note your disclosure that in determining the fair value of the contingent consideration you used a probability weighted estimate based on an independent appraisal. Please describe to us and revise future filings to clarify the nature and extent of the third party appraiser’s involvement and management’s reliance on the work of the independent appraisers.

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Please refer to Question 141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm, and which would be applicable to the extent your Form 10-K is incorporated by reference into any registration statement.

In connection with the opening balance sheet of Advanced Thin Films acquired in January 2011 Company management prepared a probability weighted estimate based on the likelihood that the acquired company would reach the earn-out targets in 2011 and 2012. The fair value of the contingent consideration was then discounted based on the pre-tax cost of debt and recorded on the opening balance sheet.

While Company management did utilize an independent third party with respect to certain aspects of the purchase price allocation of Advanced Thin Films in accordance with ASC Topic 805, Business

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Combinations, including contingent consideration, all projections and assumptions were prepared by Company management. The independent third party appraiser provided assistance with respect to valuation techniques and guidelines. The Company took full responsibility for the determination of the fair value of the contingent consideration and in future filings the Company will not refer to the independent appraisal. As such, the reference to an independent appraisal will be removed in all future filings.

In connection with providing its responses to the Staff’s comments, the Company acknowledges the following:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

The Company may not assert Staff comments as a defense in any proceeding initiated by the commission or any person under the federal securities laws of the United States.

Based on the nature of the comments herein and the Staff’s recommendation to revise future filings, we respectfully submit that amendments of the Company’s public reports would not provide materially meaningful information and therefore are not necessary.

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