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                           
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             (Exact name of registrant as specified in its charter)

Delaware                           36-3555336            
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  State or other jurisdiction of             (I.R.S. Employer
  incorporation or organization             Identification No.)


       630 Dundee Road
      Northbrook, Illinois                           60062            
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State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization                  Identification No.)


          630 Dundee Road
       Northbrook, Illinois                           60062              
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     (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. 2 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 1 3 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. 2 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. 3 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. 4 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. 5 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. 6 8 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. 9 11 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. 7 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