1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- ---- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1995March 31, 1996
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d)
---- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------- --------
Commission file number 1-10235
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IDEX Corporation
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3555336
------------------------------ ----------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
630 Dundee Road
Northbrook, Illinois 60062
- ---------------------------------- ---------------------------------- -------------------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
630 Dundee Road
Northbrook, Illinois 60062
- ---------------------------------- -------------------------------------------
(Address of principal (Zip Code)
executive offices)
(Zip Code)
Registrant's telephone number, including area code (708)(847) 498-7070
- -----------------------------------------------------------------------------------------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.
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 X No
-- -- ------- ---
Number of shares of common stock of IDEX Corporation ("IDEX" or the "Company")
outstanding as of November 6, 1995: 19,126,224April 29, 1996: 19,181,604 shares.
Documents Incorporated by Reference: None.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
IDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
IDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------------
(in thousands)
September 30,March 31, December 31,
1996 1995
1994
------------------------ ------------
(unaudited)
ASSETS
Current assets
Cash and cash equivalents................. $ 3,2277,656 $ 6,2885,937
Receivables - net......................... 64,040 59,39272,616 70,338
Inventories............................... 91,796 78,10599,494 101,052
Deferred taxes............................ 6,071 6,3046,854 7,045
Other current assets...................... 2,664 1,2681,934 1,527
-------- --------
Total current assets..................... 167,798 151,357188,554 185,899
Property, plant and equipment - net........ 74,723 66,24190,192 91,278
Intangible assets - net.................... 165,323 148,834182,116 184,217
Other noncurrent assets.................... 4,207 4,6644,894 4,728
-------- --------
Total assets............................ $412,051 $371,096$465,756 $466,122
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable.................... $ 36,51933,303 $ 34,55836,846
Dividends payable......................... 2,677 2,6713,064 3,061
Accrued expenses.......................... 33,468 32,12142,529 42,901
-------- --------
Total current liabilities............... 72,664 69,35078,896 82,808
Long-term debt............................. 179,061 168,166201,107 206,184
Other noncurrent liabilities............... 17,455 17,27525,023 26,185
-------- --------
Total liabilities....................... 269,180 254,791305,026 315,177
-------- --------
Shareholders' equity
Common stock, par value $.01 per share;
Shares authorized:
1996: 75,000,000
1995: 50,000,000
Shares issued and outstanding:
1996: 19,148,043
1995: 19,125,474
1994: 19,078,671.......................19,130,284....................... 191 191
Additional paid-in capital................ 85,781 84,94386,497 86,118
Retained earnings......................... 59,227 33,49076,879 67,729
Accumulated translation adjustment........ (2,328) ( 2,319)(2,837) (3,093)
-------- --------
Total shareholders' equity............... 142,871 116,305160,730 150,945
-------- --------
Total liabilities and shareholders'
equity................................. $412,051 $371,096$465,756 $466,122
======== ========
- ---------------
See Notes to Consolidated Financial Statements
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(In(in thousands, except per share amounts)
For the Third QuarterThree Months Ended September 30,March 31, 1996 1995 1994
---- ----
(unaudited)
Net sales................................ $116,807 $106,975
Operating costs and expenses:$133,886 $116,580
Cost of sales........................... 71,910 66,340sales............................ 82,222 71,507
------- -------
Gross profit............................. 51,664 45,073
Selling, general and administrative..... 23,414 22,020administrative...... 27,016 23,639
Goodwill amortization................... 1,114 941amortization.................... 1,232 960
------- -------
Income from operations................... 20,369 17,67423,416 20,474
Other income - net....................... 218 19743 9
------- -------
Income before interest expense and
income taxes............................ 23,459 20,483
Interest expense......................... 4,061 3,9824,225 3,666
------- -------
Income before income taxes............... 16,526 13,88919,234 16,817
Provision for income taxes............... 5,845 5,0397,020 6,055
------- -------
Net income............................... $10,681 $ 8,850$12,214 $10,762
======= =======
Earnings per common share................ $ .54.62 $ .45.55
======= =======
Weighted average common shares
outstanding............................. 19,841 19,58319,817 19,624
======= =======
- ---------------
See Notes to Consolidated Financial Statements.
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4
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTSSTATEMENT OF CONSOLIDATED OPERATIONS
(InSHAREHOLDERS' EQUITY
(in thousands, except per share amounts)
For the Nine Months Ended September 30, 1995 1994
---- ----
(unaudited)Common Stock & Accumulated Total
Paid-In Retained Translation Shareholders
Capital Earnings Adjustment Equity
----------- ---------- ------------ ------------
Balance:
December 31, 1995..... $86,309 $67,729 $(3,093) $150,945
Stock options
exercised.............. 379 379
Unrealized translation
adjustment ............ 256 256
Cash dividends on common
stock ($.16 per share).. (3,064) (3,064)
Net sales................................ $360,590 $286,408
Operating costs and expenses:
Cost of sales........................... 221,447 176,226
Selling, general and administrative..... 72,029 60,801
Goodwill amortization................... 3,124 2,175income............. 12,214 12,214
------- ------- Income from operations................... 63,990 47,206
Other income - net. ..................... 268 402
Interest expense......................... 11,668 9,728
------- -------
Income before income taxes............... 52,590 37,880
Provision for income taxes............... 18,828 13,505
------- -------
Net income............................... $33,762 $ 24,375--------
Balance:
March 31, 1996........ $86,688 $76,879 $(2,837) $160,720
(unaudited) ======= ======= ======= ========
Earnings per common share................ $ 1.71 $ 1.25
======= ========
Weighted average common shares
outstanding............................. 19,713 19,551
======= =======
- ---------------
See Notes to Consolidated Financial Statements.
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5
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTSTATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
(InCASH FLOWS
(in thousands)
Shareholders' Equity
--------------------------------------------
Additional Accumulated
Common Paid-In Retained Translation
Stock Capital Earnings Adjustment
------ ---------- ----------- -----------For the Three Months Ended March 31, 1996 1995
---- ----
(unaudited)
Cash Flows From Operating Activities:
Net income..................................... $ 12,214 $ 10,762
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation.................................. 3,486 2,859
Amortization of intangibles................... 1,704 1,199
Amortization of debt issuance expenses........ 150 156
Deferred income taxes......................... 399 285
Increase in receivables....................... (2,278) (2,147)
(Increase) decrease in inventories............ 1,558 (5,713)
Increase (decrease) in trade accounts payable. (3,543) 1,854
Increase (decrease) in accrued expenses....... ( 372) 3,379
Other transactions - net...................... ( 772) ( 808)
------- ------
Net cash flows from operating activities..... 12,546 11,826
------- -------
Cash Flows From Investing Activities:
Additions to property, plant and equipment.... (2,689) (2,257)
------- -------
Net cash flows from investing activities...... (2,689) (2,257)
-------- --------
Cash Flows From Financing Activities:
Dividends paid................................. (3,061) (2,671)
Net repayments of long-term debt............... (3,268) (5,500)
Decrease in accrued interest................... (1,809) (1,945)
------- -------
Net cash flows from financing activities...... (8,138) (10,116)
-------- --------
Net increase (decrease) in cash................. 1,719 (547)
Cash and cash equivalents at beginning of period 5,937 6,288
------- -------
Cash and cash equivalents at end of period...... $ 7,656 $ 5,741
======= =======
Supplemental Disclosure of Cash Flow Information
------------------------------------------------
Balance:
December 31, 1994........ $191 $84,943 $ 33,490 $(2,319)
Stock options exercised... 838
Unrealized translation
adjustment............... ( 9)
Cash dividends on common
stock ($.42 per share)... ( 8,025)
Net income................ 33,762
---- ------- -------- -------
Balance:
September 30, 1995....... $191 $85,781 $ 59,227 $(2,328)
(unaudited) ==== ======= ======== =======paid during the period for:
Interest....................................... $5,479 $5,393
Taxes (including foreign)...................... 2,859 946
- ---------------
See Notes to Consolidated Financial Statements.
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6
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In thousands)
For the Nine Months Ended September 30, 1995 1994
---- ----
(unaudited)
Cash Flows From Operating Activities:
Net income........................................ $ 33,762 $ 24,375
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation..................................... 8,616 7,390
Amortization of intangibles...................... 3,963 2,830
Amortization of debt issuance expenses........... 467 478
Increase in receivables.......................... ( 1,061) ( 8,186)
(Increase) decrease in inventories............... (10,312) 269
Increase in trade accounts payable............... 785 4,123
Increase (decrease) in accrued expenses.......... 225 ( 1,710)
(Increase) decrease in deferred taxes............ 232 ( 1,663)
Other transactions - net......................... ( 108) 933
------- ------
Net cash flows from operating activities........ 36,569 31,627
------- ------
Cash Flows From Investing Activities:
Additions to property, plant and equipment........ ( 9,601) ( 6,910)
Acquisition of business (net of cash acquired).... (32,905) (91,553)
------- -------
Net cash flows from investing activities......... (42,506) (98,463)
------- -------
Cash Flows From Financing Activities:
Dividends paid.................................... ( 8,019)
Net borrowings of long-term debt.................. 12,500 68,000
Decrease in accrued interest...................... ( 1,605) ( 962)
------- -------
Net cash flows from financing activities......... 2,876 67,038
------- -------
Net increase (decrease) in cash.................... ( 3,061) 202
Cash and cash equivalents at beginning of period... 6,288 3,513
------- -------
Cash and cash equivalents at end of period......... $ 3,227 $ 3,715
======= ========
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest.......................................... $ 12,621 $ 10,022
Taxes (including foreign)......................... 16,859 10,926
- ---------------
See Notes to Consolidated Financial Statements.
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7
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Acquisition
Pursuant to the requirements of the Securities and Exchange Commission,
the January 22, 1988 Acquisition of the initial six businesses comprising IDEX
Corporation ("IDEX" or the "Company") was not accounted for as a purchase
transaction. Consequently, the accounting for the acquisition does not reflect
any adjustment of the carrying value of the assets and liabilities to their
fair values at the time of the acquisition. Accordingly, the total
shareholders' equity of IDEX at September 30, 1995March 31, 1996 and December 31, 19941995 includes a
charge of $96.5 million which represents the excess of the purchase price over
the book value of the subsidiaries purchased at the date of the acquisition.
2.(a) Significant Accounting Policies
In the opinion of management, the unaudited information presented as of
September 30, 1995March 31, 1996 and for the third quarter and ninethree months ended September
30,March 31, 1996 and 1995 and 1994 reflects
all adjustments necessary, which consist only of normal recurring adjustments,
for a fair presentation of the interim periods.
(b) Earnings Per Share
Earnings per share is computed by dividing net income by the weighted
average number of shares of common stock and common stock equivalents
outstanding during the period. Common stock equivalents, in the form of stock
options, have been included in the calculation of weighted average shares
outstanding underusing the treasury stock method.
3. Inventories
The components of inventories as of September 30, 1995March 31, 1996 and December 31, 1994 were:1995
were (000's omitted):
September 30,March 31, December 31,
1996 1995
1994
-------------------- ------------
Inventories
Raw materials and supplies $12,543 $ 9,43012,492 $ 13,978
Work in process 10,780 10,64814,611 15,434
Finished goods 68,473 58,027
------- -------72,391 71,640
-------- --------
Totals $91,796 $78,105
======= =======$ 99,494 $101,052
======== ========
Those inventories which were carried on a LIFO basis amounted to $49,256$57,684
and $41,499$57,409 at September 30, 1995March 31, 1996 and December 31, 1994,1995, respectively. The excess
of current cost over LIFO inventory value and the impact on earnings of using
the LIFO method are not material.
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4. Common and Preferred Stock
All share and per-share data has been restated to reflect the
three-for-two stock split effected in the form of a 50% dividend paid in
January 1995.
The Company had five million shares of preferred stock authorized but
unissued at September 30, 1995March 31, 1996 and December 31, 1994.
5. Acquisitions
On May 2, 1995 IDEX acquired the net assets of Micropump Corporation, a
leading producer of very small magnetically driven gear pumps used in a
variety of industrial, medical and technical applications where extremely
accurate but very low flow output is necessary. With headquarters and
principal manufacturing facilities in Vancouver, Washington, Micropump also
has operations in St. Neots, England. Micropump's annual sales are in the $25
million range. This acquisition was financed through a $33 million borrowing
under IDEX's bank revolving credit agreement (the "Domestic Credit Agreement").
On October 2, 1995 IDEX acquired the outstanding stock of LUKAS Hydraulik
GmbH, located in Erlangen, Germany, for the equivalent of approximately $35
million. LUKAS is a leading European manufacturer of emergency rescue tools,
railroad rerailing equipment and specialty hydraulic devices used in a variety
of worldwide markets, including fire and rescue, transportation, construction,
and process industries. The acquisition was financed through borrowings under
a new DM 52.5 million credit facility (the "German Credit Agreement") entered
into by LUKAS and guaranteed by IDEX effective October 2, 1995.
The
availability under the German Credit Agreement declines in stages from DM 52.5
million to DM 31.3 million at November 1, 2000. Interest is payable quarterly
on the outstanding balance at LIBOR plus 100 basis points.
The Micropump acquisition was accounted for using the purchase method of
accounting as will the LUKAS acquisition when it is recorded in October. These
acquisitions are not material to the financial position or results of
operations of IDEX either individually or in the aggregate, and therefore,
proforma financial data is not presented.5
7 9
Company and Business Group Financial Information
(000's omitted)
For the Third Quarter Ended September 30, 1995 1994
---- ----
(unaudited)
Fluid Handling Group (1)
Net sales............................... $ 85,130 $ 77,433
Income from operations.................. 16,649 15,015
Operating margin........................ 19.6% 19.4%
Depreciation and amortization (3)....... $ 3,561 $ 3,149
Capital expenditures.................... 1,439 1,258
Industrial Products Group (1)
Net sales............................... $ 31,739 $ 29,594
Income from operations.................. 5,328 4,617
Operating margin........................ 16.8% 15.6%
Depreciation and amortization (3)....... $ 785 $ 784
Capital expenditures.................... 2,644 1,447
Company (2)
Net sales............................... $116,807 $106,975
Income from operations.................. 20,369 17,674
Operating margin........................ 17.4% 16.5%
Depreciation and amortization (3)....... $ 4,361 $ 3,949
Capital expenditures.................... 4,062 2,716
(1) Income from operations excludes net unallocated corporate
operating expenses.
(2) Includes the operations of the two business groups in
addition to corporate operating expenses and inter-group
eliminations.
(3) Excludes amortization of debt issuance expenses, which are
classified as interest expense in the statements of consolidated
operations.
8
10
Company and Business Group Financial Information
(000's omitted)
For the Nine Months Ended September 30, 1995 1994
---- ----
(unaudited)
Fluid Handling Group (1)
Net sales............................... $258,083 $197,251
Income from operations.................. 53,317 39,598
Operating margin........................ 20.7% 20.1%
Depreciation and amortization (3)....... $ 10,186 $ 7,902
Capital expenditures.................... 5,038 4,522
Industrial Products Group (1)
Net sales............................... $102,769 $ 89,379
Income from operations.................. 17,040 13,328
Operating margin........................ 16.6% 14.9%
Depreciation and amortization (3)....... $ 2,348 $ 2,276
Capital expenditures.................... 4,563 2,327
Company (2)
Net sales............................... $360,590 $286,408
Income from operations.................. 63,990 47,206
Operating margin........................ 17.7% 16.5%
Depreciation and amortization (3)....... $ 12,579 $ 10,220
Capital expenditures.................... 9,601 6,910
(1) Income from operations excludes net unallocated corporate
operating expenses.
(2) Includes the operations of the two business groups in
addition to corporate operating expenses and inter-group
eliminations.
(3) Excludes amortization of debt issuance expenses, which are
classified as interest expense in the statements of consolidated
operations.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Historical Overview and Outlook
IDEX sells a broad range of proprietary fluid handling and industrial
products to a diverse customer base in the United StatesU.S. and, to an increasing extent,
internationally. Accordingly, IDEX's businesses are generally affected by levels of
industrial activity and economic conditions in the United StatesU.S. and in those other countries
where its products are sold and to some extent, by the relationship of the dollar to other
currencies. Among the factors that affect the demand for IDEX's products are
interest rates, levels of capital spending by industryin certain industries, and overall
industrial growth.
IDEX achieved record third quarterhas a history of strong operating margins. The Company's operating
margins are affected by, among other things, utilization of facilities as sales
volumes change, and September year-to-dateinclusion of newly acquired businesses which may have lower
margins that could be further affected by purchase accounting adjustments.
IDEX's orders, sales, net income and earnings per common share in 1995.the first
quarter of 1996 were the highest of any first quarter in its history. Business
conditions showed moderate growth during that period. Incoming orders in the
1996 first quarter increased 6% over the same quarter of 1995, which was IDEX's
previous record quarter. Sales in the first quarter of 1996 increased 15% over
the same quarter of last year, as sales in the core businesses improved 4% and
the inclusion of Micropump (May 1995) and Lukas (October 1995) added 11% to the
volume increase. Shipments in the quarter kept pace with the incoming orders,
so backlogs were unchanged and remain at IDEX's normal operating level of about
1-1/2 months' sales. This low level of backlog allows IDEX expectsto provide
excellent customer service, but also means that changes in orders are felt
quickly in operating results.
IDEX continues to expect record sales and earnings in 1996. As expected,
the rate of growth, particularly in the U.S., has slowed somewhat, but IDEX's
business activity continues at a high level. With modest improvements in worldwide industrial activityeconomic growth
expected during the next few quarters and has seen signs of renewed order activity following
the slower growth of the summer months.barring unforeseen circumstances,
IDEX believes its fourth quarter
results are likely to be in the same range as the third quarter and a record
year is expected for 1995. IDEX businesses, while heavily dependent on
incoming orders, serve a broad cross section of industry with relatively
low-priced, proprietary products. Management believes that these facts,
together with the Company's leading market positions in its businesses, augur
well for the future. IDEX expects to continue it's improvement in sales andshould experience higher earnings in 1996 emphasizing international development, market development,than in 1995. International
expansion, new product introductionsproducts, cost controls, integration of acquisitions, and strategic acquisitions.use of
the Company's strong cash flow to cut debt and interest expense are among the
factors that should contribute to earnings growth.
6
8
Company and Business Group Financial Information
(000's omitted)
For the Three Months Ended March 31, 1996 1995
---- ----
(unaudited)
Fluid Handling Group (1)
Net sales............................... $ 96,617 $ 81,527
Income from operations.................. 19,793 16,907
Operating margin........................ 20.5% 20.7%
Depreciation and amortization .......... $ 4,303 $ 3,202
Capital expenditures.................... 1,330 1,341
Industrial Products Group (1)
Net sales............................... $ 37,328 $ 35,160
Income from operations.................. 5,880 5,890
Operating margin........................ 15.8% 16.8%
Depreciation and amortization .......... $ 851 $ 841
Capital expenditures.................... 1,340 895
Company
Net sales............................... $133,886 $116,580
Income from operations.................. 23,416 20,474
Operating margin........................ 17.5% 17.6%
Depreciation and amortization (2)....... $ 5,190 $ 4,058
Capital expenditures.................... 2,689 2,257
(1) Group income from operations excludes net unallocated corporate operating
expenses.
(2) Excludes amortization of debt issuance expenses.
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9
Results of Operations
For purposes of this discussion and analysis section, reference is made to
the tables set forthtable on the preceding pages 8 and 9page and the Company's Statements of Consolidated
Operations included in the Financial Statement section. IDEX consists of two
business segments: Fluid Handling and Industrial Products.
All share and per share data has been restated to reflect the three-for-two
stock split effected in the form of a 50% stock dividend in January 1995.
10
12
Performance in the Third QuarterThree Months Ended September 30, 1995March 31, 1996 Compared to 1994
Sales, net income and earnings per common share established records1995
Net sales for the thirdthree months ended March 31, 1996 were $133.9 million an
increase of 15% over the $116.6 million recorded in the first quarter ended September 30,of 1995. Incoming orders were only slightly
above the comparable prior year quarter as a 4% decline in base business
bookings was offset by orders received by Micropump, a business acquired in May
1995.
Third quarter 1995 consolidated net sales of $116.8 million increased $9.8
million, or 9%, from the comparable period in 1994 with shipments in base
businesses improving by 4% and Micropump accounting for the other 5% of sales
gain.
Fluid Handling Group sales of $85.1$96.6 million increased $7.7$15.1 million, or
10%19%, with 7% of the increase due to the inclusion of the recently acquired Micropump and 3%
reflectingLukas
operations and improving international business conditions. Sales outside the
U.S. increased salesto 38% of base businessestotal Fluid Handling Group sales in the Group. Salesfirst quarter
of 1996 from 31% in the comparable 1995 period due to the inclusion of Lukas,
based in Germany, the U.K.-based operations of Micropump, and stronger
worldwide demand for products of the Group's core businesses.
First quarter 1996 sales in the Industrial Products Group of $31.7$37.3 million
increased $2.1$2.2 million, or 7%6%, over the same quarter of last year due to increased demand.higher
customer demand for banding and clamping devices and sign mounting systems.
Shipments outside the U.S. were 37% of total sales in the Industrial Products
Group in the first quarter of 1996, up from 36% in the comparable 1995 period.
Income from operations increased 15%$2.9 million or 14% to $20.4$23.4 million in
the third quarter
of 1995three months ended March 31, 1996 from $17.7$20.5 million in 1995's first
quarter. Operating margin at 17.5% of sales in the third quarter of 1994.1996 period was virtually
unchanged from 17.6% in 1995. In the Fluid Handling Group, income from
operations increased 11% to $16.6of $19.8 million and operating margin of 20.5% in the third
quarterfirst three
months of 19951996 compare to the $16.9 million and 20.7% recorded in 1995. The
slight operating margin decline resulted from $15.0 millionthe inclusion of recent
acquisitions whose operating margins, as expected, were somewhat lower than the
other units in the comparable 1994 quarter. Operating
margins for the Group increased slightly to 19.6% in the current quarter from
19.4% in the same quarter a year ago.and whose profits were further affected by purchase
accounting adjustments. Income from operations in the Industrial Products
Group of $5.3$5.9 million and operating margins of 16.8% in the thirdthree-month 1996 period was unchanged from 1995.
Operating margin of 15.8% in the 1996 first quarter decreased from the 16.8%
achieved in 1995 due primarily to softness in the heavy-duty truck market and
manufacturing inefficiencies associated with new product introduction.
Interest expense increased to $4.2 million in the first quarter of 1995 were higher than income1996
from operations of $4.6$3.7 million and
operating margins of 15.6% in the comparable quarter1995 period because of 1994 primarily due to
volume-related improvements.
Interest expense at $4.1 million was virtually unchanged fromadditional borrowings under the
third
quarterCredit Agreements for the acquisitions of the prior year.Micropump and Lukas.
The provision for income taxes increased to $5.8$7.0 million in the third
quarter of 1995three
months ended March 31, 1996 from $5.0$6.1 million in the third quarter of 1994.comparable 1995 period.
The effective tax rate increased slightly to 35.4%36.5% in the current quarter1996 from 35.0% a year
ago.36.0% in 1995.
Net income of $10.7 million in the third quarter of 1995 was 21% higher
than the $8.9 million recorded in the 1994 period. Earnings per common share
amounted to $.54 in the current quarter, up 20% from the $.45 recorded in the
third quarter of 1994.
11
13
Performance in the Nine Months Ended September 30, 1995 Compared to 1994
Sales, net income and earnings per common share were at record levels in
the nine months ended September 30, 1995. New orders received in this period
were about $2 million less than shipments, and IDEX ended September with a very
typical 1.6 months' sales in backlog.
Nine month 1995 consolidated net sales of $360.6 million increased $74.2
million, or 26%, from the comparable period in 1994, with sales improvements in
the Company's base businesses accounting for approximately half of the rise and
acquisitions accounting for the other half. Fluid Handling Group sales of
$258.1 million increased $60.8 million, or 31%, with about two-thirds of the
increase due to the inclusion of recently acquired businesses and the other
third resulting from improved sales activity in base businesses. Sales in the
Industrial Products Group of $102.8 million increased $13.4 million, or 15%,
due to increased demand.
Income from operations increased 36% to $64.0$12.2 million in the first three
quartersquarter of 1995 from $47.21996 was 13% higher
than net income of $10.8 million in the same period of 1994. In the Fluid
Handling Group, September year1995. Earnings per share
amounted to date income from operations increased 35% to
$53.3 million from $39.6 million$.62 in the comparable 1994 period as operating
margins improved to 20.7% from 20.1%. The margin change resulted principally
from improvement at base business units1996's first quarter, which was partially offset by somewhat
lower margins in recently acquired businesses and whose margins are further
affected by purchase accounting adjustments. Year to date income from
operations in the Industrial Products Group of $17.0 million and operating
margins of 16.6% in 1995 were sharply13% higher than income from operations of
$13.3 million and operating margins of 14.9%the $.55
recorded in the comparable periodfirst quarter of 1994 due to volume-related improvements.
Interest expense increased to $11.7 million in the first nine months of
1995 from $9.7 million in the comparable 1994 period principally due to
increased borrowings under the Domestic Credit Agreement for the acquisition of
Hale Products and Micropump.
The provision for income taxes increased to $18.8 million in the three
quarters of 1995 from $13.5 million in the comparable period of 1994. The
effective tax rate increased slightly to 35.8% this year from 35.3% a year ago
primarily due to the non-deductibility of goodwill amortization associated with
the 1994 purchase of Hale Products.
September 1995 year to date net income of $33.8 million was 39% higher than
the $24.4 million recorded in the 1994 period. Earnings per common share
amounted to $1.71 in the current nine months, up 37% from the $1.25 recorded in
1994.
121995.
8
1410
Liquidity and Capital Resources
On September 30, 1995,At March 31, 1996, IDEX's working capital was $95.1$109.7 million and its
current ratio was 2.32.4 to 1. Internally generated funds were adequate to fund
capital expenditures of $9.6$2.7 million and $6.9$2.3 million, and dividends on common
stock of $3.1 million and $2.7 million, for the ninethree months ended September 30,March 31,
1996 and 1995, and 1994, respectively. TheseThe capital expenditures were primarilygenerally for
machinery and equipment acquired to improvewhich improved productivity, withalthough a portion was for
repair and replacement of equipment and facilities. Management believes that
IDEX has ample capacity in its plant and equipment to meet expected needs for
future growth in the intermediate term. During the ninethree months ended September 30,March
31, 1996 and 1995, and 1994, depreciation and amortization expense, excluding
amortization of debt issuance expenses, was $12.6$5.2 million and $10.2$4.1 million,
respectively.
On May 2, 1995 IDEX acquired the net assets of Micropump Corporation, a
leading producer of very small magnetically driven gear pumps used in a
variety of industrial, medical and technical applications where extremely
accurate but very low flow output is necessary. With headquarters and
principal manufacturing facilities in Vancouver, Washington, Micropump also
has operations in St. Neots, England. Micropump's annual sales are in the $25
million range. This acquisition was financed through a $33 million borrowing
under IDEX's Domestic Credit Agreement.
On October 2, 1995 IDEX acquired the outstanding stock of LUKAS Hydraulik
GmbH, located in Erlangen, Germany, for the equivalent of approximately $35
million. LUKAS is a leading European manufacturer of emergency rescue tools,
railroad rerailing equipment and specialty hydraulic devices used in a variety
of worldwide markets, including fire and rescue, transportation, construction,
and process industries. The acquisition was financed through borrowings under
a new DM 52.5 million credit facility (the "German Credit Agreement") entered
into by LUKAS and guaranteed by IDEX effective October 2, 1995. The
availability under the German Credit Agreement declines in stages from DM 52.5
million to 31.3 million at November 1, 2000. Interest is payable quarterly on
the outstanding balance at LIBOR plus 100 basis points.
At September 30, 1995,March 31, 1996, the maximum amount available under the DomesticU.S. Credit
Agreement was $150 million, of which $103$93 million was being used. The
availability under the DomesticU.S. Credit Agreement is scheduled to declinedeclines in stages from $150 million to $135 million atcommencing
December 31, 1995,1996 to $115 million at December 31, 1996, and to $100 million aton December 31, 1997. Any amount outstanding
at SeptemberJune 30, 1999 becomes due at that date. Interest is payable quarterly on
the outstanding balance at the Bank Agent'sbank agent's reference rate, or at rates applicableLIBOR plus 75
basis points. The maximum amount available at March 31, 1996 under the
Company's German Credit Agreement was DM 52.5 million ($35.6 million), of which
DM 46.7 million ($31.7 million) was being used. The availability under the
Company's German Credit Agreement declines in stages from DM 52.5 million to certain dollar deposits inDM
31.3 million at November 1, 2000. Any amount outstanding at November 1, 2001
becomes due at that date. Interest is payable quarterly on the interbank
Eurodollar marketoutstanding
balance at LIBOR plus 75100 basis points.
IDEX believes it will generate sufficient cash flow from operations to meet
its operating requirements, interest and scheduled amortization paymentsprior
to maturity,under
its Domesticboth the U.S. Credit Agreement and the German Credit Agreements,Agreement, interest and
principal payments on its 9-3/4%the Senior Subordinated Notes, approximately $15$16 million
of expected aggregateplanned capital expenditures in 1995 and $11$12 million of annual dividend payments to
holders of common stock.stock in 1996. From commencement of operations in January
1988 until September 30, 1995,March 31, 1996, IDEX has borrowed $240$277 million under the Domestic Credit Agreementcredit
agreements to complete eightnine acquisitions. During this same period, IDEX
generated, principally from operations, cash flow of $227$242 million to reduce its
indebtedness. In the event that suitable businesses or assets are available
for acquisition by IDEX upon terms acceptable to the Board of Directors, IDEX
may obtain all or a portion of the financing for the acquisitions 13
15
through the
incurrence of additional long-term indebtedness.
9
11
Part II. Other Information
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. Not Applicable.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.The Company held its Annual Shareholders' Meeting on Tuesday, March
26, 1996. At the Annual Meeting, shareholders elected three
directors to serve three-year terms on the Board of Directors of IDEX
Corporation. The following persons received a majority of the votes
cast for Class I Directors specifically as stated:
Director For Withheld
-------------- ------------- ------------
Donald N. Boyce 17,686,019 55,177
Richard E. Heath 16,478,569 1,262,627
Henry R. Kravis 16,392,068 1,349,128
Additionally, shareholders voted on the following matters:
1) An amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized Common
Shares from 50,000,000 to 75,000,000 shares received the
votes of a majority of the common shares outstanding,
specifically as stated:
Affirmative Votes 17,387,229
----------
Negative Votes 311,050
-------
Abstentions 42,917
------
Broker Nonvotes 0
------
2) Adoption of the 1996 Stock Plan for Officers of IDEX
Corporation received a majority of the votes cast,
specifically as stated:
Affirmative Votes 14,501,747
----------
Negative Votes 2,004,146
---------
Abstentions 21,200
------
Broker Nonvotes 1,214,103
---------
3) A proposal to appoint Deloitte & Touche LLP as Auditors of
IDEX Corporation received a majority of the votes cast,
specifically as stated:
Affirmative Votes 17,697,103
----------
Negative Votes 38,155
------
Abstentions 5,938
-----
Broker Nonvotes 0
-----
10
12
4) Approval of the Amended and Restated IDEX Corporation
Directors Deferred Compensation Plan received a majority
of the votes cast, specifically as stated:
Affirmative Votes 16,274,710
----------
Negative Votes 181,574
-------
Abstentions 70,794
------
Broker Nonvotes 1,214,118
---------
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed in the accompanying "Exhibit Index" are
filed as part of this report.
(b) Reports on Form 8-K
There have been no reports on Form 8-K filed during the
quarter for which this report is filed.
1411
1613
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 in the capacity and on the date
indicated.
IDEX CORPORATION
November 6, 1995May 3, 1996 /s/Wayne P. Sayatovic
------------------------------------------------------
Wayne P. Sayatovic
Senior Vice President-
Finance, Chief Financial
Officer and Secretary
(Duly Authorized and Principal
Financial Officer)
1512
1714
EXHIBIT INDEX
Exhibit
Number Description Page
- -------Exhibit
Number Description Page
- ------ ----------- ----
3.1 Restated Certificate of Incorporation of IDEX (formerly HI,
Inc.) (incorporated by reference to Exhibit No. 3.1 to the
Registration Statement on Form S-1 of IDEX Corporation, et
al., Registration No. 33-21205, as filed on April 21, 1988).
*3.1(a) Amendment to Restated Certificate of Incorporation of IDEX
(formerly HI, Inc.), as amended.
3.2 Amended and Restated By-Laws of IDEX (incorporated by
reference to Exhibit No. 3.2 to Post-Effective Amendment
No. 2 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on
July 17, 1989).
3.2(a) Amended and Restated Article III, Section 13 of the Amended and
Restated By-Laws of IDEX (incorporated by reference to Exhibit
No. 3.2(a) to Post-Effective Amendment No. 3 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration
No. 33-21205, as filed on February 12, 1990).
4.1 Restated Certificate of Incorporation and By-Laws of IDEX
(filed as Exhibits 3.1 through 3.2(a)).
4.2 Indenture, dated as of September 15, 1992, among IDEX, the
Subsidiaries and The Connecticut National Bank, as Trustee,
relating to the 9-3/4% Senior Subordinated Notes of IDEX
due 2002 (incorporated by reference to Exhibit No. 4.2 to
the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1992, Commission File No. 1-10235).
4.2(a) First Supplemental Indenture dated as of December 22, 1995
among IDEX and the Subsidiaries named therein and Fleet
National Bank of Connecticut (formerly known as Shawmut
Bank Connecticut, N.A., which was formerly known as The
Connecticut National Bank), a national banking association,
as trustee (incorporated by reference to Exhibit No. 4.2(a)
to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1995, Commission File No. 1-10235).
4.3 Specimen Senior Subordinated Note of IDEX (including
specimen Guarantee)(incorporated by reference to Exhibit
No. 4.3 to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1992, Commission File No.
1-10235).
4.4 Specimen Certificate of Common Stock (incorporated by
reference to Exhibit No. 4.3 to the Registration Statement
on Form S-2 of IDEX Corporation, et al., Registration No.
33-42208, as filed on September 16, 1991).
10.1 Second Amended and Restated Credit Agreement dated as of
January 29, 1993 among IDEX, various banks named therein
and Continental Bank N.A., as Agent (incorporated by
reference to Exhibit No. 10.1 to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-10235).
13
15
Exhibit
Number Description Page
- ------- ----------- ----
10.1(a) First Amendment dated as of May 23, 1994, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and
among IDEX, various banks named therein and Continental Bank N.A.,
as Agent (incorporated by reference to Exhibit No. 3.1 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-
21205, as filed on April 21, 1988).
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX (incorporated
by reference to Exhibit No. 3.2 to Amendment No. 1 to the Registration
Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as
filed on June 1, 1989).
3.2 Amended and Restated Bylaws of IDEX (incorporated by reference to Exhibit
No. 3.2 to Post-Effective Amendment No. 2 to the Registration Statement on
Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed
on July 17, 1989).
3.2(a) Amended and Restated Article III, Section 13 of the Amended and Restated
Bylaws of IDEX (incorporated by reference to Exhibit No. 3.2(a) to Post-
Effective Amendment No. 3 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on February 12,
1990).
4.1 Restated Certificate of Incorporation and Bylaws of IDEX (filed as
Exhibits 3.1 through 3.2a).
4.2 Indenture, dated as of September 15, 1992, among IDEX, the Subsidiaries
and The Connecticut National Bank, as Trustee, relating to the 9-3/4%
Senior Subordinated Notes of IDEX due 2002 (incorporated by reference to
Exhibit 4.2 to the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1992, Commission File No. 1-10235).
4.3 Specimen Senior Subordinated Note of IDEX (including specimen Guarantee)
(incorporated by reference to Exhibit 4.3 to the Annual Report of IDEX on
Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
4.4 Specimen Certificate of Common Stock (incorporated by reference to Exhibit
4.3 to the Registration Statement on Form S-2 of IDEX Corporation, et al.,
Registration No. 33-42208, as filed on September 16, 1991).
10.1 Second Amended and Restated Credit Agreement dated as of January 29, 1993
among IDEX, various banks named therein and Continental Bank N.A., as Agent
(incorporated by reference to Exhibit 10.1 to the Annual Report of IDEX on
Form 10-K for the fiscal year ending December 31, 1992, Commission File No.
1-10235).
10.1(a) First Amendment dated as of May 23, 1994 to Second Amended and
Restated Credit Agreement dated as of January 29, 1993 by and among IDEX
Corporation, various banks named therein and Continental Bank N.A. as
agent (incorporated by reference to exhibit 10.18 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended
June 30, 1994, Commission File No. 1-10235).
E-1
18
Exhibit
Number Description Page
- ------- ----------- ----
10.1(b) Second Amendment dated as of October 24, 1994, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and among IDEX
Corporation, as borrower and Bank of America Illinois (formerly known as
Continental Bank N.A.), as a Bank and as agent, and the other banks
signatory thereto (incorporated by reference to exhibit 10.1(b) to the
Annual Report of IDEX on Form 10-K for the fiscal year ending December 31,
1994, Commission File No. 1-10235).
10.1(c) Third Amendment dated as of February 28, 1995, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and among IDEX
Corporation, as borrower and Bank of America Illinois (incorporated by
reference to exhibit 10.1(c) to the Quarterly Report of IDEX on Form 10-Q
for the quarter ended March 31, 1995, Commission File No. 1-10235).
10.2 Pledge Agreement, dated January 22, 1988, between IDEX and the Bank Agent
(incorporated by reference to Exhibit No. 10.3 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-
21205,10.1(b) Second Amendment dated as of October 24, 1994, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and
among IDEX, as borrower and Bank of America Illinois (formerly
known as Continental Bank N.A.), as a Bank and as agent, and the
other banks signatory thereto (incorporated by reference to Exhibit
No. 10.1(b) to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1994, Commission File No. 1-10235).
10.1(c) Third Amendment dated as of February 28, 1995, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and among
IDEX, as borrower and Bank of America Illinois, as Agent
(incorporated by reference to Exhibit No.10.1(c) to the Quarterly
Report of IDEX on Form 10-Q for the quarter ended March 31, 1995,
Commission File No. 1-10235).
10.1(d) Fourth Amendment dated as of November 1, 1995, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and
among IDEX, as borrower, and Bank of America Illinois, as Agent
(incorporated by reference to Exhibit No. 10.1(d) to the Annual
Report of IDEX on Form 10-K for the fiscal year ending December 31,
1995, Commission File No. 1-10235).
10.1(e) Fifth Amendment dated as of December 22, 1995, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and
among IDEX, as borrower and Bank of America Illinois, as Agent
(incorporated by reference to Exhibit No. 10.1(e) to the Annual
Report of IDEX on Form 10-K for the fiscal year ending December 31,
1995, Commission File No. 1-10235).
10.2 Pledge Agreement, dated January 22, 1988, between IDEX and the Bank
Agent (incorporated by reference to Exhibit No. 10.3 to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-21205, as filed on April 21, 1988).
10.3 Guaranty Agreement, dated January 22, 1988, between each of the
Guarantors named therein and the Bank Agent (incorporated by
reference to Exhibit No. 10.4 to the Registration Statement on Form
S-1 of IDEX Corporation, et al., Registration No. 33-21205, as
filed on April 21, 1988).
10.3(a) Guaranty Agreement, dated May 7, 1991, by CIC Acquisition
Corporation in favor of the Bank Agent (incorporated by reference to
Exhibit No. 10.3(a) to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-50220, as filed on July 29,
1992).
10.3(b) Guaranty Agreement, dated May 4, 1992, by PLF Acquisition Corporation
and MCL Acquisition Corporation in favor of the Bank Agent
(incorporated by reference to Exhibit No. 10.3(b) to the
Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-50220, as filed on July 29, 1992).
14
16
Exhibit
Number Description Page
- ------ ----------- ----
10.3(c) Guaranty Agreement, dated October 24, 1994, executed by
Hale Products, Inc. in favor of the Bank Agent
(incorporated by reference to Exhibit No. 10.3(a)
to the Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-50220, as filed on July 29, 1992).
10.3(b) Guaranty Agreement, dated May 4, 1992, by PLF Acquisition Corporation and
MCL Acquisition Corporation in favor of the Bank Agent (incorporated by
reference to Exhibit No. 10.3(b) to the Registration Statement on Form S-1
of IDEX Corporation, et al., Registration No. 33-50220, as filed on July
29, 1992).
10.3(c) Guaranty Agreement, dated October 24, 1994, executed by Hale Products,
Inc. in favor of the Bank Agent (incorporated by reference to exhibit 10.3(c) to the
Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1994, Commission File No. 1-10235).
10.3(d) Guaranty Agreement, dated as of November 1, 1995, executed
by Micropump, Inc. in favor of the Bank Agent (incorporated
by reference to Exhibit No. 10.3(d) to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31,
1995, Commission File No. 1-10235).
10.3(e) Guaranty Agreement, dated as of December 22, 1995, executed
by Dunja Verwaltungsgesellschaft mbH (a German corporation)
in favor of the Bank Agent (incorporated by reference to
Exhibit No. 10.3(e) to the Annual Report of IDEX on Form
10-K for the fiscal year ending December 31, 1995,
Commission File No. 1-10235).
10.4 Inter-Guarantor Agreement, dated as of January 22, 1988
among the Subsidiaries named therein and the Bank Agent
(incorporated by reference to Exhibit No. 4.8 to the
Registration Statement on Form S-1 of IDEX Corporation, et
al., Registration No. 33-21205, as filed on April 21, 1988).
10.4(a) First Amendment to Inter-Guarantor Agreement, dated as of
May 7, 1991, among IDEX Corporation and the Subsidiaries named therein
(incorporated by reference to Exhibit No. 10.6(a) to the
Registration Statement on Form S-1 of IDEX Corporation, et
al., Registration No. 33-50220, as filed on July 29, 1992).
E-2
19
Exhibit
Number Description Page
- ------- ----------- ----
10.4(b) Second Amendment to Inter-Guarantor Agreement, dated as of October 24,
1994, by and among IDEX Corporation and the subsidiaries named therein
(incorporated by reference to exhibit10.4(b) Second Amendment to Inter-Guarantor Agreement, dated as of
October 24, 1994, by and among IDEX and the Subsidiaries
named therein (incorporated by reference to Exhibit No.
10.4(b) to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1994, Commission File No.
1-10235).
10.4(c) Third Amendment to Inter-Guarantor Agreement, dated as of
November 1, 1995, by and among IDEX and the Subsidiaries
named therein (incorporated by reference to Exhibit No.
10.4(c) to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1995, Commission File No.
1-10235).
10.4(d) Fourth Amendment to Inter-Guarantor Agreement, dated as of
December 22, 1995, by and among IDEX and the Subsidiaries
named therein (incorporated by reference to Exhibit No.
10.4(d) to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1995, Commission File No.
1-10235).
**10.5 Amended and Restated Employment Agreement between IDEX Corporation and
Donald N. Boyce, dated as of January 22, 1988 (incorporated
by reference to Exhibit No. 10.15 to Amendment No. 1 to the
Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
15
17
Exhibit
Number Description Page
- ------ ----------- ----
**10.5(a) First Amendment to the Amended and Restated Employment
Agreement between IDEX and Donald N. Boyce, dated as of
January 13, 1993 (incorporated by reference to Exhibit No.
10.5(a) to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1992, Commission File No.
1-10235).
**10.5(b) Second Amendment to the Amended and Restated Employment
Agreement between IDEX and Donald N. Boyce, dated as of
September 27, 1994 (incorporated by reference to Exhibit
No. 10.5(b) to the Annual Report of IDEX on Form 10-K for
the fiscal year ending December 31, 1994, Commission File
No. 1-10235).
**10.6 Amended and Restated Employment Agreement between IDEX and
Wayne P. Sayatovic, dated as of January 22, 1988
(incorporated by reference to Exhibit No. 10.17 to
Amendment No. 1 to the Registration Statement on Form S-1
of IDEX Corporation, Registration No. 33-28317, as filed on
June 1, 1989).
**10.6(a) First Amendment to the Amended and Restated Employment
Agreement between IDEX and Wayne P. Sayatovic, dated as of
January 13, 1993 (incorporated by reference to Exhibit No.
10.7(a) to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1992, Commission File No.
1-10235).
**10.6(b) Second Amendment to the Amended and Restated Employment
Agreement between IDEX and Wayne P. Sayatovic, dated as of
September 27, 1994 (incorporated by reference to Exhibit
No. 10.15 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.5(a) First Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Donald N. Boyce, dated as of January 13, 1993
(incorporated by reference to Exhibit 10.5(a) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
**10.5(b) Second Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Donald N. Boyce, dated as of September 27, 1994
(incorporated by reference to exhibit 10.5(b) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1994, Commission File
No. 1-10235).
**10.6 Amended and Restated Employment Agreement between IDEX Corporation and
Wayne P. Sayatovic, dated as of January 22, 1988 (incorporated by reference
to Exhibit No. 10.17 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.6(a) First Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Wayne P. Sayatovic, dated as of January 13, 1993
(incorporated by reference to Exhibit 10.7(a) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
**10.6(b) Second Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Wayne P. Sayatovic, dated as of September 27, 1994
(incorporated by reference to exhibit 10.6(b) to the Annual Report of IDEX on Form 10-K for
the fiscal year ending December 31, 1994, Commission File
No. 1-10235).
**10.7 Employment Agreement between IDEX Corporation and Frank J. Hansen dated
as of August 1, 1994 (incorporated by reference to Exhibit
No. 10.7 to the Quarterly Report of IDEX on Form 10-Q for
quarter ended September 30, 1994, Commission File No. 1-10235).
**10.7(a) First Amendment to the Employment Agreement between IDEX and
Frank J. Hansen, dated as of September 27, 1994
(incorporated by reference to Exhibit No. 10.7 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended September 30,
1994, Commission File No. 1-10235).
**10.7(a) First Amendment to the Employment Agreement between IDEX Corporation and
Frank J. Hansen, dated as of September 27, 1994 (incorporated by reference
to exhibit 10.7(a) to the
Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1994, Commission File No. 1-10235).
E-3**10.8 Employment Agreement between IDEX and Jerry N. Derck, dated
as of September 27, 1994 (incorporated by reference to
Exhibit No. 10.8 to the Annual Report of IDEX on Form 10-K
for the fiscal year ending December 31, 1994, Commission
File No. 1-10235).
**10.9 Management Incentive Compensation Plan (incorporated by
reference to Exhibit No. 10.21 to Amendment No. 1 to the
Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-283317, as filed on June 1, 1989).
*10.9(a) Amended Management Incentive Compensation Plan
16
20
Exhibit
Number Description Page
- ------- ----------- ----
**10.8 Employment Agreement between IDEX Corporation and Jerry N. Derck,18
Exhibit
Number Description Page
- ------ ----------- ----
**10.10 Form of Indemnification Agreement (incorporated by
reference to Exhibit No. 10.23 to the Registration
Statement on Form S-1 of IDEX Corporation, Registration No.
33-28317, as filed on April 26, 1989).
**10.11 Form of Shareholder Purchase and Sale Agreement
(incorporated by reference to Exhibit No. 10.24 to Amendment
No. 1 to the Registration Statement on Form S-1 of IDEX
Corporation, Registration No. 33-28317, as filed on June 1,
1989).
**10.12 Revised Form of IDEX Stock Option Plan for Outside
Directors (incorporated by reference to Exhibit No.
10.22(a) to Post-Effective Amendment No. 4 to the
Registration Statement on Form S-1 of IDEX Corporation, et
al., Registration No. 33-21205, as filed on March 2, 1990).
*10.13 Amendment to the IDEX Stock Option Plan for Outside
Directors, adopted by resolution of the Board of Directors
dated as of January 28, 1992 (incorporated by reference to
Exhibit No. 10.21(a) of September 27, 1994 (incorporated by reference to exhibit 10.8 to the Annual Report of IDEX on Form
10-K for the fiscal year ended December 31, 1991,
Commission File No. 1-10235).
**10.14 Non-Qualified Stock Option Plan for Non-Officer Key
Employees of IDEX on Form 10-K for the fiscal year ending December 31,
1994, Commission File No. 1-10235).
**10.9 Management Incentive Compensation Plan (incorporated by reference to Exhibit No. 10.21 to Amendment No. 1 to the Registration Statement on Form
S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June 1,
1989).
**10.10 Form of Indemnification Agreement (incorporated by reference to Exhibit No.
10.23 to the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on April 26, 1989).
**10.11 Form of Shareholder Purchase and Sale Agreement (incorporated by reference
to Exhibit No. 10.24 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.12 Revised Form of IDEX Corporation Stock Option Plan for Outside Directors
(incorporated by reference to Exhibit No. 10.22(a) to Post-Effective
Amendment No. 4 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on March 2,
1990).
**10.13 Amendment to the IDEX Corporation Stock Option Plan for Outside Directors,
adopted by resolution of the Board of Directors dated as of January 28,
1992 (incorporated by reference to Exhibit 10.21(a) of the Annual Report
of IDEX on Form 10-K for the fiscal year ended December 31, 1991,
Commission File No. 1-10235).
**10.14 Non-Qualified Stock Option Plan for Non-Officer Key Employees of IDEX
Corporation (incorporated by reference to Exhibit
10.15 to the Annual
Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-102351).
**10.15 Non-Qualified Stock Option Plan for Officers of IDEX Corporation
(incorporated by reference to Exhibit 10.16 to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-102351).
10.16 IDEX Corporation Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.17 to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1992, Commission File No.
1-102351).
E-4**10.15 Non-Qualified Stock Option Plan for Officers of IDEX
(incorporated by reference to Exhibit No. 10.16 to the
Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1992, Commission File No. 1-102351).
**10.16 IDEX Supplemental Executive Retirement Plan (incorporated
by reference to Exhibit No. 10.17 to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31,
1991, Commission File No. 1-102351).
10.17 Stock Purchase Agreement, dated as of May 6, 1994 by and among
HPI Acquisition Corp., HFP Partners, L.P., the persons
listed on Schedule A and Hale Products, Inc. (incorporated
by reference to Exhibit No. 10.17 to the Quarterly Report
of IDEX on Form 10-Q for the quarter ended June 30, 1994,
Commission File No. 1-10235).
*10.18 1996 Stock Plan for Officers of IDEX.
*10.19 Amended and Restated IDEX Directors Deferred Compensation Plan.
17
21
Exhibit
Number Description Page
- ------- ----------- ----
10.17 Stock Purchase Agreement, dated as of May 6, 1994 by and among HPI
Acquisition Corp., HFP Partners, L., HMTC Partners L.P., the persons listed
on Schedule A and Hale Products, Inc. (incorporated by reference to Exhibit
10.17 to the Quarterly Report of IDEX on Form 10-Q for the quarter ended
June 30, 1994, Commission File No. 1-10235).
*27 Financial Data Schedule
_________________
* Filed herewith.
** Management contract or compensatory plan or arrangement.
E-519
Exhibit
Number Description Page
- ------- ----------- ----
*27 Financial Data Schedule.
Revolving Credit Facility, dated as of September 29, 1995,
between Dunja Verwaltungsgesellschaft mbH and Bank of
America NT & SA, Frankfurt Branch (a copy of the
agreement will be furnished to the Commission upon
request).
- ---------------
*Filed her
18