1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d)
- ------- OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1996
ORMarch 31, 1997
--------------
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
-------
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
- -------------------------------------- ------------------------------------------------------------------------- -----------------------------------------
(Address of principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (847) 498-7070
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changeschanged 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)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 August 12, 1996: 19,267,471April 29, 1997: 29,170,699 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)(in thousands except share and per share amounts)
JUNE 30, DECEMBERMarch 31, December 31,
1997 1996
1995--------------- ------------
------------------
(UNAUDITED)(unaudited)
ASSETS
Current assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . $ 6,7664,220 $ 5,9375,295
Receivables - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,540 70,33890,483 91,200
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,864 101,05297,158 97,516
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,944 7,0451,984 4,835
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,038 1,527
--------- ---------4,010 2,324
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 180,152 185,899197,855 201,170
Property, plant and equipment - net . . . . . . . . . . . . . . . . . . . . . 90,077 91,27899,491 102,383
Intangible assets - net . . . . . . . . . . . . . . . . . . . . . . . . . . . 180,029 184,217267,663 274,511
Other non-currentnon current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 4,773 4,728
--------- ---------6,889 5,709
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 455,031 $ 466,122
========= =========$571,898 $583,773
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,33142,026 $ 36,84640,670
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,069 3,0613,513 3,471
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,355 42,901
--------- ---------42,687 48,716
-------- --------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . 72,755 82,80888,226 92,857
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,650 206,184256,286 271,709
Other non-currentnon current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 25,407 26,185
--------- ---------24,475 23,698
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 283,812 315,177
--------- ---------368,987 388,264
-------- --------
Shareholders' equity
Common stock, par value $.01 per share;share
Shares authorized:
1996:authorized
1997 and 1996 - 75,000,000
1995: 50,000,000
Shares issued and outstanding:
1996: 19,183,661
1995: 19,130,284outstanding
1997 - 29,165,074; 1996 - 28,925,867 . . . . . . . . . . . . . . . . . . . . . . . . . . 192 191292 289
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . 86,976 86,11889,091 89,657
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,472 67,729115,120 105,238
Minimum pension liability adjustment . . . . . . . . . . . . . . . . . . . . (632)
Accumulated translation adjustment . . . . . . . . . . . . . . . . . . . . . (2,421) (3,093)
--------- ---------(960) 325
-------- --------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . 171,219 150,945
--------- ---------202,911 195,509
-------- --------
Total liabilities and shareholders' equity . . . . . . . . . . . . . . . $ 455,031 $ 466,122
========= =========$571,898 $583,773
======== ========
- ---------------________________________
See Notes to Consolidated Financial Statements.Statements
1
3
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)(in thousands except per share amounts)
For the Second Quarter Ended June 30,three months ended March 31, 1997 1996
1995
---------- ----------
(UNAUDITED)-------- --------
(unaudited)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 131,169 $ 127,203$151,839 $133,886
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,116 78,03092,928 82,222
-------- --------
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,053 49,17358,911 51,664
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . 26,084 24,97630,739 27,016
Goodwill amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,910 1,232 1,050
-------- --------
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,737 23,14726,262 23,416
Other income (expense) - net . . . . . . . . . . . . . . . . . . . . . . . . . (96) 41. (137) 43
-------- --------
Income before interest expense and income taxes . . . . . . . . . . . . . . . . 23,641 23,18826,125 23,459
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,066 3,9415,010 4,225
-------- --------
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 19,575 19,24721,115 19,234
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 6,913 6,9287,720 7,020
-------- --------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,66213,395 $ 12,31912,214
======== ========
Earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .64.45 $ .63.41
======== ========
Weighted average common shares outstanding . . . . . . . . . . . . . . . . . . 19,823 19,70129,809 29,726
======== ========
- ---------------___________________
See Notes to Consolidated Financial Statements.
2
4
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTSSTATEMENT OF CONSOLIDATED OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)SHAREHOLDERS' EQUITY
(in thousands except per share amounts)
For the Six Months Ended June 30, 1996 1995Minimum
Common Stock & Pension Accumulated Total
Additional Paid-In Retained Liability Translation Shareholders'
Capital Earnings Adjustment Adjustment Equity
------------------ -------- ---------- ----------
(UNAUDITED)------------ -------------
Balance, December 31, 1996....................... $ 89,946 $105,238 $ 325 $ 195,509
Issuance of 245,425 shares of common stock
from exercise of stock options net of stock
options surrendered.............................. (563) (563)
Minimum pension liability adjustment............. $ (632) (632)
Unrealized translation adjustment................ (1,285) (1,285)
Cash dividends declared on
common stock ($.12 per share).................... (3,513) (3,513)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .income....................................... 13,395 13,395
------------------ -------- ---------- ------------ -------------
Balance, March 31, 1997 (unaudited).............. $ 265,05589,383 $115,120 $ 243,783
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,338 149,537
--------- ---------
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,717 94,246
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . 53,100 48,615
Goodwill amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,464 2,010
--------- ---------
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,153 43,621
Other income (expense) - net . . . . . . . . . . . . . . . . . . . . . . . . . (53) 50
--------- ---------
Income before interest expense and income taxes . . . . . . . . . . . . . . . . 47,100 43,671
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,291 7,607
--------- ---------
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 38,809 36,064
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 13,933 12,983
--------- ---------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(632) $ 24,876(960) $ 23,081
========= =========
Earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.26 $ 1.17
========= =========
Weighted average common shares outstanding . . . . . . . . . . . . . . . . . . 19,804 19,652
========= =========202,911
================== ======== ========== ============ =============
- ---------------____________________
See Notes to Consolidated Financial Statements.
3
5
IDEX CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
COMMON STOCK ACCUMULATED TOTAL
AND ADDITIONAL RETAINED TRANSLATION SHAREHOLDERS'
PAID-IN CAPITAL EARNINGS ADJUSTMENT EQUITY
------------------- ---------- ------------ -------------------
Balance:
December 31, 1995 . . . . . . . . $ 86,309 $ 67,729 $ (3,093) $ 150,945
Stock options exercised . . . . . . 859 859
Unrealized translation adjustment . 672 672
Cash dividends on common
stock ($.32 per share) . . . . . . (6,133) (6,133)
Net income . . . . . . . . . . . .
24,876 24,876
--------- --------- --------- ---------
Balance:
June 30, 1996 (unaudited) . . . . $ 87,168 $ 86,472 $ (2,421) $ 171,219
========= ========= ========= =========
- ---------------
See Notes to Consolidated Financial Statements.
4
6
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS)(in thousands)
For the Six Months Ended June 30,three months ended March 31, 1997 1996
1995
---------- ----------
(UNAUDITED)------- ---------
(unaudited)
Cash Flows From Operating Activities:flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,87613,395 $ 23,08112,214
Adjustments to reconcile net income to net cash flows
from operating activities:activities
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,865 5,6814,192 3,486
Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . 3,371 2,5372,375 1,704
Amortization of debt issuance expenses . . . . . . . . . . . . . . . . . 312 312162 150
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 587 150
Increase2,102 399
(Increase) decrease in receivables . . . . . . . . . . . . . . . . . . . 717 ( 2,278)
Decrease in inventories . . . . . . . . . . . . . . . . . . . . . . . . . (202) (8,443)
(Increase) decrease in inventories . . . . . . . . . . . . . . . . . . . 7,188 (8,114)358 1,558
Increase (decrease) in trade accounts payable . . . . . . . . . . . . . . (4,515) 1,386
Increase (decrease)1,356 ( 3,543)
Decrease in accrued expenses . . . . . . . . . . . . . . . . . (5,546) 2,016. . . . . ( 5,979) ( 372)
Other transactions - net . . . . . . . . . . . . . . . . . . . . . . . . 957 274
--------2,142 ( 772)
------- ---------
Net cash flows from operating activities . . . . . . . . . . . . . . . 33,893 18,880
--------. 20,820 12,546
------- ---------
Cash Flows From Investing Activities:flows from investing activities:
Additions to property, plant and equipment . . . . . . . . . . . . . . . . . (6,405) (5,539)
Acquisition of business (net of cash required) . . . . . . . . . . . . . . . (32,905)
--------( 3,001) ( 2,689)
------- ---------
Net cash flows from investing activities . . . . . . . . . . . . . . . . . (6,405) (38,444)
--------( 3,001) ( 2,689)
------- ---------
Cash Flows From Financing Activities:flows from financing activities:
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,125) (5,348)( 3,471) ( 3,061)
Net borrowings (repayments) of long-term debtrepayments under the credit agreements . . . . . . . . . . . . . . . . (20,138) 21,500. ( 13,456) ( 3,268)
Decrease in accrued interest . . . . . . . . . . . . . . . . . . . . . . . . (396) (21)
--------( 1,967) ( 1,809)
------- ---------
Net cash flows from financing activities . . . . . . . . . . . . . . . . (26,659) 16,131
--------( 18,894) ( 8,138)
------- ---------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . 829 (3,433)( 1,075) 1,719
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . 5,295 5,937
6,288
--------------- ---------
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . $ 6,7664,220 $ 2,855
========7,656
======= =========
Supplemental Disclosure of Cash Flow Information
----------------------------------------------------------------------------------
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,2546,816 $ 7,192
Taxes (including foreign)5,479
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 13,354 10,913. . . . . . 1,613 2,859
- ---------------___________________
See Notes to Consolidated Financial Statements.
54
76
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 comprisingBusiness
IDEX Corporation ("IDEX" or the "Company") was not accounted for asis a purchase
transaction. Consequently,manufacturer of a wide
array of proprietary, engineered industrial products sold to a diverse customer
base in a variety of industries in the accounting for the acquisition does not reflect
any adjustment of the carrying value of the assetsU.S. and liabilities to their
fair values at the time of the acquisition. Accordingly, the total
shareholders' equity of IDEX at June 30, 1996internationally. Its products
include industrial pumps and December 31, 1995 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.controls; fire-fighting pumps and rescue
equipment; dispensing and mixing equipment; stainless steel banding, clamping
and sign-mounting devices; sheet metal fabricating equipment and tooling;
automatic lubrication systems; small-horsepower compressors; and energy
absorption equipment. These activities are grouped into two business segments:
Fluid Handling and Industrial Products.
2. (a) Significant Accounting Policies
In the opinion of management, the unaudited information presented as of
June 30, 1996March 31, 1997 and for the three and six months ended June 30,March 31, 1997 and 1996 and 1995 reflects
all adjustments necessary, which consist only of normal recurring adjustments,
for a fair presentation of the interim periods. (b) Earnings Per ShareCertain previously reported
amounts have been reclassified to conform to the current presentation format.
Earnings per common share is(EPS) are 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 using the treasury stock method. All share and per share data have
been restated for the three-for-two stock split effected in the form of a 50%
stock dividend in January 1997.
In February 1997 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," effective December 15, 1997 and superseding Accounting Principles Board
Opinion No. 15. This statement replaces primary EPS with basic EPS. Basic EPS
is computed by dividing net income by the weighted average number of shares of
common stock outstanding during the period. Diluted EPS, formerly fully
diluted EPS, must be presented in all cases with basic EPS. Had SFAS No. 128
been effective for the periods ending March 31, 1997 and 1996, EPS for the
Company would have been as follows:
1997 1996
---- ----
(unaudited)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,395 $ 12,214
Weighted average common shares outstanding . . . . . . . . . . 29,178 28,709
Basic EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .46 $ .43
Weighted average common shares outstanding . . . . . . . . . . 29,178 28,709
Weighted average stock options outstanding . . . . . . . . . . 631 1,017
-------- ---------
Total weighted average shares outstanding . . . . . . . . . . . 29,809 29,726
Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . $ .45 $ .41
3. Inventories
The components of inventories as of June 30, 1996March 31, 1997 and December 31, 19951996
were (000's omitted):
June 30,March 31, December 31,
1997 1996
1995
------------ -------------------------
(unaudited)
Inventories
Raw materials and supplies. . . . . . . . . . . . . . . . . . . . . . . . . $ 12,80718,166 $ 13,97818,351
Work in process 13,311 15,434. . . . . . . . . . . . . . . . . . . . . . . . 16,474 14,909
Finished goods 67,746 71,640
--------- ---------
Totals. . . . . . . . . . . . . . . . . . . . . . . . 62,518 64,256
------- --------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 93,864 $101,052
=========97,158 $ 97,516
======== ========
Those inventories which were carried on a LIFO basis amounted to $55,418$60,583
and $57,409$62,068 at June 30, 1996March 31, 1997 and December 31, 1995,1996, respectively. The excess
of current cost over LIFO inventory value and the impact on earnings of using
the LIFO method are not material.
4. Common and Preferred Stock
The Company had five million shares of preferred stock authorized but
unissued at June 30, 1996March 31, 1997 and December 31, 1995.
5. Subsequent Events
On July 17, 1996, IDEX entered into a multi-currency Third Amended and
Restated Credit Agreement ("Amended U.S. Credit Agreement") increasing the
maximum availability to $250 million along with making certain adjustments to
the interest rate structure. The availability under the Amended U.S. Credit
Agreement declines in stages commencing July 1, 1999 to $200 million on July 1,
2000. Any amount outstanding at July 1, 2001 becomes due at that date.
Interest is payable quarterly on the outstanding balance at the bank agent's
reference rate, or at LIBOR plus an applicable margin.
On July 29, 1996, IDEX purchased certain assets and assumed certain
liabilities of Fluid Management L.P. for approximately $137 million. The
purchase price was financed through a borrowing of $135 million under the
Amended U.S. Credit Agreement and the issuance of 75,700 shares of IDEX Common
Stock.
61996.
5
87
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 U.S. and, to an increasing extent,
internationally. Accordingly, IDEX's businesses are affected by levels of
industrial activity and economic conditions in the U.S. and in other countries
where its products are sold and by the relationship of the U.S. dollar to other
currencies. Among the factors that affect the demand for IDEX's products are
interest rates, levels of capital spending in certain industries, and overall
industrial growth.
IDEX has a history of strong operating margins. The Company's operating
margins are affectedimpacted by, among other things, utilization of facilities as sales
volumes change, and inclusion 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 share in the secondfirst
quarter of 19961997 were the highest of any secondfirst quarter in its history. Business conditions have shown more modest growth this year than in the first
half of 1995.The
business pace has been steady at a high level. Incoming orders in the first
quarter were $159.2 million and exceeded shipments by $7.4 million. First
quarter orders increased by about 3% from the 1996 secondfourth quarter increased 6%rate, and
excluding orders at Fluid Management, were equivalent to the first quarter 1996
rate. Order improvements over the
same quarter of 1995, which was IDEX's previous record second quarter. Saleslast year in the second quartercompany's pump businesses were
offset by order declines in capital goods-related businesses. IDEX continues
to run with relatively low backlogs of 1996 increased 3% overunfilled orders.
The following forward-looking statements are qualified by the same quarter of last year,
as sales incautionary
statement under the core businesses decreased 5%, while the inclusion of Micropump
(acquired May 1995) and Lukas (acquired October 1995) added 8%Private Securities Litigation Reform Act set forth below.
IDEX continues to the volume
increase. Shipments in the quarter outpaced incoming orders by $2.9 million,
and backlogs declined accordingly, but remain at IDEX's typical operating level
of about 1.4 months' sales. This low level of backlog allows IDEXexpect to provide
excellent customer service, but also means that changes in orders are felt
quickly in operating results.
Clearly, growth in the U.S. and Europe is more sluggish this year than
last. Nevertheless, with the Company's strong market position, new product
emphasis, international presence, and the integration of recent acquisitions,
including the Fluid Management acquisition, IDEX's prospects are quite good.
The second quarter provided a difficult comparison with the prior year because
of IDEX's all-time record earnings in the three months ended June 30, 1995,
following a surge in orders across the company. Based on current conditions
and barring unforeseen circumstances, IDEX expects operating results in each of
the third and fourth quarters will improve from those of the same quarters last
year, and the Company will again set new records in sales, net income and earnings
per share in 1996.1997, barring unforeseen circumstances. Activity levels in the
U.S. are expected to continue at a good rate, and IDEX's international focus,
the integration of its recent acquisitions, and its strong cash flow - which
will be used to cut debt and interest expense or to make acquisitions, are
among the factors that should contribute to growth in 1997 and beyond.
Cautionary Statement Under the Private Securities Litigation Reform Act
Demand for the company'sCompany's products is cyclical in nature and subject to
changes in general market conditions that affect demand. The Company's
customers operate primarily in industries that are affectedrapidly impacted by changes
in economic conditions, which in turn can affectinfluence orders. The Company
operates without significant order backlogs. As a result, economic slowdowns
could quickly have an adverse effect on the Company's performance. In
addition, the Company's operating forecasts and budgets are based upon detailed
assumptions which it believes are reasonable, but inherent difficulties in
predicting the impact of certain factors may cause actual results to differ
materially from the forward-lookingforward- looking statements set forth above.in this discussion
and analysis section. These factors include but are not limited to the
following: Thethe Company's utilization of its capacity and the impact of capacity
utilization on costs; developments with respect to contingencies such as
environmental matters and litigation; labor market conditions and raw materials
costs; levels of industrial activity and economic conditions in the U.S. and
other countries around the worldworld; and levels of capital spending in certain
industries, all of which have a material influence on order rates:rates; the
relationship of the U.S. dollar to other currencies; interest rates; the
Company's ability to integrate and operate acquired businesses on a profitable
basis; and other risks detailed from time to time in the Company's filings with
the Securities and Exchange Commission.
76
9
COMPANY AND BUSINESS GROUP FINANCIAL INFORMATION
(000'S OMITTED)8
Company and Business Group Financial Information
(000's omitted)
For the Second Quarter Ended June 30,three months ended March 31, 1997 (1) 1996
1995
---------- ----------
(UNAUDITED)------------ ------------
(unaudited)
Fluid Handling Group (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net sales (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $117,699 $ 96,617
Income from operations (3) . . . . . . . . . . . . . . . . . . . . . . . 23,115 19,793
Operating margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.6% 20.5%
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . $ 5,608 $ 4,303
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . 2,269 1,330
Industrial Products Group
Net sales (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96,51334,225 $ 91,42637,328
Income from operations . . . . . . . . . . . . . . . . . . . . 20,580 19,761
Operating margin(3) . . . . . . . . . . . . . . . . . . . . . . . 21.3% 21.6%
Depreciation and amortization . . . . . . . . . . . . . . . . . $ 4,179 $ 3,423
Capital expenditures . . . . . . . . . . . . . . . . . . . . . 2,468 2,258
Industrial Products Group (1)
Net sales5,568 5,880
Operating margin . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,712 $ 35,870
Income from operations. 16.3% 15.8%
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . 5,143 5,822
Operating margin. . $ 914 $ 851
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . 14.8% 16.2%
Depreciation and amortization . . . . . . . . . . . . . . . . . 829 $ 722
Capital expenditures . . . . . . . . . . . . . . . . . . . . . $ 1,248 1,024727 1,340
Company
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . $131,169 $127,203. . . . . $151,839 $133,886
Income from operations . . . . . . . . . . . . . . . . . . . . 23,737 23,147
Operating margin . . . . . . . . . . . . . . . . . . . . . . . 18.1% 18.2%
Depreciation and amortization (2) . . . . . . . . . . . . . . . $ 5,046 $ 4,160
Capital expenditures . . . . . . . . . . . . . . . . . . . . . 3,716 3,283
(1) Group income from operations excludes net unallocated corporate
operating expenses.
(2) Excludes amortization of debt issuance expenses.
8
10
COMPANY AND BUSINESS GROUP FINANCIAL INFORMATION
(000'S OMITTED)
For the Six Months Ended June 30, 1996 1995
---------- ----------
(UNAUDITED)
Fluid Handling Group (1) . . . . . . . . . . . . . . . . . . . . . .
Net sales26,262 23,416
Operating margin . . . . . . . . . . . . . . . . . . . . . . . . . . . $193,130 $172,953
Income from operations. 17.3% 17.5%
Depreciation and amortization (4) . . . . . . . . . . . . . . . . . . . . 40,373 36,668
Operating margin . . . . . . . . . . . . . . . . . . . . . . . 20.9% 21.2%
Depreciation and amortization . . . . . . . . . . . . . . . . . $ 8,482 6,6256,567 $ 5,190
Capital expenditures . . . . . . . . . . . . . . . . . . . . . 3,798 3,599
Industrial Products Group (1)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 72,040 $ 71,030
Income from operations . . . . . . . . . . . . . . . . . . . . 11,023 11,712
Operating margin . . . . . . . . . . . . . . . . . . . . . . . 15.3% 16.5%
Depreciation and amortization . . . . . . . . . . . . . . . . . $ 1,680 $ 1,563
Capital expenditures . . . . . . . . . . . . . . . . . . . . . 2,588 1,919
Company
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . $265,055 $243,783
Income from operations . . . . . . . . . . . . . . . . . . . . 47,153 43,621
Operating margin . . . . . . . . . . . . . . . . . . . . . . . 17.8% 17.9%
Depreciation and amortization (2) . . . . . . . . . . . . . . . $ 10,236 $ 8,218
Capital expenditures . . . . . . . . . . . . . . . . . . . . . 6,405 5,5393,001 2,689
(1) Includes acquisition of Fluid Management (July 29, 1996) in the
Fluid Handling Group.
(2) Group net sales include intersegment sales.
(3) Group income from operations excludes net unallocated corporate
operating expenses.
(2)(4) Excludes amortization of debt issuance expenses.
97
119
Results of Operations
For purposes of this discussion and analysis section, reference is made to
the tablestable on the preceding pages 8 and 9page and the Company's Statements of Consolidated
Operations included in the Financial StatementStatements section. IDEX consists of two
business segments: Fluid Handling and Industrial Products.
Performance in the Second QuarterThree Months Ended June 30, 1996March 31, 1997 Compared to 1995
Sales in1996
Net sales for the second quarterthree months ended March 31, 1997 of 1996 were $131.2$151.8 million and
increased by 3 percent13% over $127.2$133.9 million in the correspondingsame period last year. The sales
increase was due to the inclusion of Fluid Management (acquired in July 1996)
in this year's results. Net income of $13.4 million in the first quarter of
1997 rose by 10% over the $12.2 million in 1996's first quarter. Earnings per
share of $.45 in this year's first quarter rose by 10% over the $.41 earned in
last year's first three months.
In the first quarter of 1997, the Fluid Handling Group generated 77% of
sales and 81% of profits, and the Industrial Products Group contributed 23% of
sales and 19% of profits. International sales accounted for 39% of total sales
in the first three months of 1997, versus 38% in the same period of 1995.1996.
Fluid Handling Group sales of $96.5$117.7 million in the three months ended June
30, 1996 increased by $5.1$21.1 million,
or 6% over the same period in 1995,22%, due to the inclusion of recent acquisitions, Micropump (May, 1995) and Lukas (October,
1995).the recently acquired Fluid Management
operation in this year's first quarter results. Sales outside the U.S.
increased to 38%39% of total Fluid Handling Group sales in the secondfirst quarter of
19961997 from 33%38% in the comparable 1995 period due
to the inclusion1996 period. Sales of Lukas, based in Germany, and the U.K. - based operations of
Micropump.
Second quarter 1996 sales$34.2 million in the
Industrial Products Group in the first three months of $34.7
million1997 decreased $1.2$3.1
million or 3%8%, from $37.3 million recorded in the same quarter of last year
due to lower worldwide demand for higher-ticket capital goods, particularly metal
fabrication equipment. Shipments outside the U.S. were 39% of total salesactivity levels in the Industrial Products Group in the second quarter of 1996, down from 42% in
the comparable 1995 period.
Income from operations increased $.6 million or 3% to $23.7 million in the
three months ended June 30, 1996 from $23.1 million in 1995's second quarter.
Second quarter 1996 operating margins of 18.1% were just about the same as the
18.2% recorded in last year's record second quarter. In the Fluid Handling
Group, income from operations of $20.6 million and operating margin of 21.3% in
the three-month 1996 period compare to the $19.8 million and 21.6% recorded in
1995. The slight operating margin decline resulted from the inclusion of
recent acquisitions whose operating margins, as expected, were somewhat lower
than the other units in the Group and whose profits were further affected by
purchase accounting adjustments. Income from operations in the Industrial
Products Group of $5.1 million in the second quarter of 1996 declined $.7
million from the $5.8 million in 1995. Operating margin of 14.8% in the 1996
second quarter decreased from the 16.2% achieved in 1995 due primarily to
volume-related profit declines associated with lower sales of metal fabrication
equipment.
Interest expense increased to $4.1 million in the second quarter of 1996
from $3.9 million in the 1995 period because of additional borrowings under the
credit agreements for the acquisitions of Micropump and Lukas.
The provision for income taxes remained the same at $6.9 million in the
three months ended June 30, 1996 and 1995. The effective tax rate decreased to
35.3% in the 1996 period from 36.0% in the corresponding period of 1995.
Net income of $12.7 million in the second quarter of 1996 was 3% higher
than the net income of $12.3 million in same period of 1995. Record earnings
per share of 64 cents in this year's second quarter improved 2% from the 63
cents earned in the same quarter of last year, which was the previous all-time
high for any quarter in IDEX's history.
10
12
Performance in the Six Months Ended June 30, 1996 Compared to 1995
In the six months ended June 30, 1996, IDEX had record sales of $265.1
million, up 9% from last year's previous record of $243.8 million. Overall
growth was dampened by those businesses that produce or sell to manufacturers
of higher-ticket capital goods. Specifically, Strippit, which produces metal
fabrication equipment; Vibratech, which serves the heavy-duty truck engine
market; and Lubriquip, which makes centralized lubrication systems for
machinery, have experienced sales declines this year. On an overall basis,
sales in the base businesses were essentially flat with last year, with
acquisitions accounting for the volume increases. International sales
accounted for 38% of the total in the 1996 first half, up from 35% last year.
Incoming orders in the first six months totaled $261.9 million, almost
equivalent to sales, and backlogs at June 30 were at a typical 1.4 months'
sales.
Fluid Handling Group sales of $193.1 million increased $20.2 million, or
12%, due to the inclusion of the recently acquired Micropump and Lukas
operations. Sales outside the U.S. increased to 38% of total Fluid Handling
Group sales in the first six months of 1996 from 32% 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 coregoods-related businesses.
First half 1996 sales in the Industrial Products Group of $72.0 million
increased $1.0 million, or 1%, over the same period of last year due to higher
customer demand for banding and clamping devices and sign mounting systems,
offset by lower worldwide shipments of metal fabrication equipment.
Shipments outside the U.S. were 38% of total sales in the Industrial Products
Group in the six-month 1996 period, down slightlyfirst quarter of 1997, up from 39%37% in the comparable 19951996 period.
Gross profit of $58.9 million in the first quarter of 1997 increased $7.2
million, or 14%, from the comparable period of 1996. Gross profit as a percent
to sales was 38.8% in the 1997 period, up slightly from 38.6% in last year's
first quarter. Selling, general and administrative (SG & A) expenses of $30.7
million in 1997's first quarter increased 14% from $27.0 million in the first
three months of 1996. As a percentage of sales, these expenses were unchanged
at 20.2% in both periods. Goodwill amortization increased 55% to $1.9 million
in the first three months of 1997 from $1.2 million in the comparable prior
year period and as a percent of sales, increased to 1.3% from .9%. The year
over year increases in gross profit, SG & A expenses and goodwill amortization
were largely attributable to the inclusion of Fluid Management which was
acquired in July 1996.
Income from operations increased $3.5$2.9 million, or 8%12%, to $47.2$26.3 million in
the sixthree months ended June 30, 1996March 31, 1997, from $43.6$23.4 million in 1995's1996's first
half.
Six-month 1996quarter. Overall operating margins remained very healthy at 17.3% of 17.8%sales and
were just aboutclose to the same as the 17.9%
posted in last year's record first six months. In the Fluid Handling Group,
income from operations of $40.4 million and operating margin of 20.9 %17.5% margins recorded in the first six monthsquarter of 1996 compare to the $36.7 million and 21.2% recorded in
1995. The slight operating margin decline resulted from the inclusion of
recent acquisitions whose1996.
While first quarter 1997 operating margins as expected, werein IDEX's base Fluid Handling
businesses improved somewhat lower
thanover the other unitsfirst quarter of last year, including
Fluid Management in this year's results caused operating margins for the Group and whose profits were further affected by
purchase accounting adjustments. Incomegroup
to slip slightly from operations in the20.5% last year to 19.6% this year. Industrial Products
Group of $11.0 million in the six-month 1996 period was down $.7
millionmargins improved from the $11.7 million in 1995. Operating margin of 15.3% in the 1996
first half decreased from the 16.5% achieved in 1995 because of volume-related
profit declines at the Company's Strippit operations.15.8% last year to 16.3% this year.
Interest expense increased to $8.3$5.0 million in the first halfquarter of 19961997
from $7.6$4.2 million in the 1995same period of 1996 because of additional borrowings
under the U.S. credit agreements foragreement to complete the acquisitionsJuly 1996 acquisition of Micropump and Lukas.Fluid
Management.
The provision for income taxes increased to $13.9$7.7 million in the sixthree
months ended June 30, 1996March 31, 1997, from $13.0$7.0 million in the comparable 19951996 period.
The effective tax rate decreased slightlywas essentially unchanged at 36.6% in the 1997 period
compared to 35.9%36.5% in 1996 from 36.0% in 1995.
Record net1996's first quarter.
Net income of $24.9$13.4 million in the first six monthsquarter of 19961997 was 8%10% higher
than the net income of $23.1$12.2 million in the same period of 1995.1996. Earnings per share
amounted to $1.26$.45 in 1996's1997's first half, a new all-time high,quarter, which was 8%10% higher than the $1.17$.41
recorded in the year-ago period.
11first quarter of 1996.
All share and per share data have been restated to reflect the
three-for-two stock split effected in the form of a 50% stock dividend paid on
January 31, 1997.
8
1310
Liquidity and Capital Resources
At June 30, 1996,March 31, 1997, IDEX's working capital was $107.4$110 million and its current
ratio was 2.52.2 to 1. Internally generated funds were adequate to fund capital
expenditures of $6.4$3.0 million and $5.5$2.7 million, and dividends on common stock of
$6.1$3.5 million and $5.3$3.1 million, for the sixthree months ended June 30,March 31, 1997 and
1996,
and 1995, respectively. The capital expenditures were generally for machinery and
equipment which improved productivity, although 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 expectedany intermediate term needs
for future growth as well as expected needs in the intermediatelong term. During the sixthree
months ended June 30,March 31, 1997 and 1996, and
1995, depreciation and amortization expense,
excluding amortization of debt issuance expenses, was $10.2$6.6 million and $8.2$5.2
million, respectively.
At June 30, 1996,March 31, 1997, the maximum amount available under the multi-currency
amended U.S. Credit
Agreementcredit agreement was $150$250 million, of which $75$148.5 million was
being used. On July 17,
1996, IDEX entered intoborrowed, including a Netherlands guilder borrowing of 82.0 million ($43.5
million) which provides an Amended U.S. Credit Agreement increasingeconomic hedge against the maximum
amount available to $250 million along with making certain adjustments to the
interest rate structure.net investment in Fluid
Management's Netherlands operation. The availability under the Amended U.S. Credit
Agreementthis facility
declines in stages commencing July 1, 1999, to $200 million on July 1, 2000.
Any amount outstanding at July 1, 2001 becomes due at that date. Interest is
payable quarterly on the outstanding balance at the bank agent's reference rate
or at LIBOR plus an applicable margin. At June 30, 1996, thatMarch 31, 1997, the applicable
margin was 3550 basis points. In addition,The Company also has a facility fee is payable
quarterly$10 million demand line of
credit available for short-term borrowing requirements at the bank agent's
reference rate or at an optional rate based on the entire $250bank's cost of funds. At
March 31, 1997, there was $1.0 million borrowed under this short-term line of
credit.
At March 31, 1997, the maximum amount available under the Amended U.S. Credit
Agreement. At June 30, 1996, the applicable facility fee percentage was 15
basis points.
The maximum amount available at June 30, 1996 under the Company's German Credit Agreementcredit
agreement was DM 52.5 million ($34.531.1 million), of which DM 50.0 million
($32.829.6 million)
was being used. The borrowing provides an economic hedge against the net
investment in the Lukas operation. The availability under the Company's German
Credit Agreementthis agreement
declines in stages from DM 52.5 millioncommencing November 1, 1997, to DM 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 outstanding balance at LIBOR plus 100
basis points.
IDEX believes it will generate sufficient cash flow from operations in
1997 to meet its operating requirements, interest and scheduled amortization
payments under both the Amendedamended U.S. Credit Agreementcredit agreement and the German Credit Agreement,credit
agreement, interest and principal payments on the Senior Subordinated Notes,
approximately $14$20 million of planned capital expenditures and $12approximately $14
million of annual dividend payments to holders of common stock in 1996.stock. From
commencement of operations in January 1988 until June 30, 1996,March 31, 1997, IDEX has
borrowed $277$410 million under the credit agreements to complete nine10 acquisitions.
During this same period, IDEX generated, principally from operations, cash flow
of $259$320 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 through the incurrence of additional long-term
indebtedness.
On July 29, 1996April 4, 1997, IDEX acquired Fluid Management, a Wheeling,
Illinois-based manufacturerTerry Harrison Holdings, Ltd. of
color formulation equipment for paints,
coatings, inks and dyes for approximately $137 million. Fluid Management,
which also has operations in the Netherlands, Germany and Australia, is the
world's leading producer of this type of equipment,Washington, Tyne & Wear, England. This company, with annual sales in the $8
million range, produces Blagdon air-operated diaphragm pumps. The business
will continue to produce and sell products from its U.K. location under the
Blagdon name but will be operated as a part of approximately $90 million.IDEX's Warren Rupp business
unit. The acquisition, waswhich is not material to IDEX, will be accounted for
using the purchase method of accounting and washas been financed through a
$135 million
borrowing under the Amendedamended U.S. Credit Agreementcredit agreement and the issuance of 75,700
shares of IDEX common stock.
12loan
notes to the sellers.
9
1411
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.
Item 5. Other Information.
On July 29, 1996, IDEX Corporation ("IDEX"), through its newly
formed subsidiary Fluid Management, Inc. ("FM"), a Delaware
Corporation, purchased certain assets and assumed certain
liabilities of Fluid Management Limited Partnership ("FMLP")
and certain related entities for approximately $137 million.
The purchase price, arrived at through arms-length
negotiations between IDEX and the partners of FMLP, is subject
to an adjustment equal to the difference between certain
targets provided in the contract and the amounts at closing.
The purchase price was financed through a $135 million
borrowing under IDEX's amended U.S. bank revolving credit
facility with Bank of America Illinois as agent for the
participating banks, and through the issuance of 75,700 shares
of IDEX common stock.
The assets acquired from FMLP include trade accounts
receivable, inventory, machinery and equipment comprising
substantially all of FMLP's assets used in its business of
manufacturing color formulation equipment for paints,
coatings, inks, colorants and dyes. IDEX intends to operate
the acquired assets in the same business in which FMLP
operated.
It is impracticable, at this time, to provide the required
financial statements and pro forma information for FM.
Therefore, the required financial statements and pro forma
information has not been included in this form 10-Q report.
The required financial statements and pro forma financial
information will be filed under cover of a report on Form 8K
within 60 days.
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.
1310
1512
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
August 12, 1996May 9, 1997 /s/Wayne P. Sayatovic
------------------------------
Wayne P. Sayatovic
Senior Vice President -
Finance, Chief Financial
Officer and Secretary
(Duly Authorized and Principal
Financial Officer)
1411
1613
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
-------Exhibit
Number Description Page
- ------ ----------- ----
*2.1 Asset Purchase Agreement dated July 26, 1996 between IDEX and Fluid Management Limited Partnership, Fluid
Management U.S., L.L.C., Fluid Management Service, Inc., Fluid Management Canada, L.L.C., Fluid Management
France SNC, FM International, Inc., Fluid Management Europe B.V.
A copy of the omitted schedules will be furnished to the Commission upon request.
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 (incorporated by reference to Exhibit No. 3.1(a) to the Quarterly Report
of IDEX on Form 10-Q for the quarter ended March 31, 1996,1997, Commission File No.
1-10235).
3.2 Amended and Restated By-Laws of IDEX (incorporated by reference to Exhibit
No. 3.2 to Post-
EffectivePost-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 No. 3.1
through No. 3.2(a)).
4.2 Indenture, dated as of September 15, 1992, among IDEX, the Subsidiaries and
The ConnecticutFleet National Bank of Connecticut, 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 The Connecticut National
Bank), a national
banking association, as trustee (incorporated by reference to Exhibit No. 4.2(a) to
to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1995,
Commission File No. 1-10235).
*4.2(b)4.2(b) Second Supplemental Indenture dated as of July 29, 1996, among IDEX and the
Subsidiaries named therein and Fleet National Bank (formerly known as Fleet National Bank Connecticut),of Connecticut, a national
banking association, as trustee.trustee (incorporated by reference to Exhibit No. 4.2(b) to
the Quarterly Report of IDEX on Form 10-Q for the quarter ended June 30, 1996,
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)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).
*4.54.5 Third Amended and Restated Credit Agreement dated as of July 17, 1996, among
IDEX, Bank of America Illinois, as Agent, and other financial institutions named
therein (incorporated by reference to Exhibit No. 4.5 to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1996, Commission File No. 1-10235).
*4.5(a) First Amendment to the Third Amended and Restated Credit Agreement dated as of
April 15, 1997, among IDEX, Bank of America Illinois, as Agent, and other financial institutions
named therein.
1512
1714
Exhibit
Number Description Page
------------- ----------- ----
*4.6
4.6 Amended and Restated Pledge Agreement dated as of July 17, 1996, by IDEX in
in favor of the Agent and Banks.
*4.6(a)Banks (incorporated by reference to Exhibit No. 4.6
to the Quarterly Report of IDEX on Form 10-Q for the quarter ended June 30, 1996,
Commission File No. 1-10235).
4.6(a) Supplement No. 1 to the Amended and Restated Pledge Agreement dated as of
August 5, 1996, by IDEX in favor of the Agent and Banks.
*4.7Banks (incorporated by
reference to Exhibit No. 4.6(a) to the Quarterly Report of IDEX on Form 10-Q
for the quarter ended June 30, 1996, Commission File No. 1-10235).
4.7 Amended and Restated Subsidiary Guaranty Agreement dated as of July 17, 1996,
by the Subsidiaries named therein in favor of the Agent and Banks.
*4.7(a)Banks
(incorporated by reference to Exhibit No. 4.7 to the Quarterly Report of IDEX
on Form 10-Q for the quarter ended June 30, 1996, Commission File No. 1-10235).
4.7(a) Supplement No. 1 to the Amended and Restated Subsidiary Guaranty Agreement
dated as of August 5, 1996, by FMI Management Company in favor of the Agent
and Banks.
*4.7(b)Banks (incorporated by reference to Exhibit No. 4.7(a) to the Quarterly
Report of IDEX on Form 10-Q for the quarter ended June 30, 1996,
Commission File No. 1-10235).
4.7(b) Supplement No. 2 to the Amended and Restated Subsidiary Guaranty Agreement
dated as of August 5, 1996, by Fluid Management, Inc. in favor of the Agent
and Banks.
*4.8 Registration Rights Agreement dated as of July 29, 1996 between IDEX and Mitchell H. Saranow.
16
18
Exhibit
Number Description Page
------- ----------- ----
**10.1 Amended and Restated Employment Agreement between IDEX and Donald N. Boyce, dated as of January
22, 1988Banks (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).
**10.1(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).
**10.1(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).
**10.2 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).
**10.2(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. 10.6(b) to the
Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1994, commission File
No. 1-10235).
**10.3 Employment Agreement between IDEX and Frank J. Hansen dated as of August 1, 1994 (incorporated
by reference to Exhibit No.10.74.7(b) to the Quarterly Report
of IDEX on Form 10-Q for the quarter ended SeptemberJune 30, 1994,1996, Commission File
No. 1-10235).
**10.3(a) First Amendment4.8 Registration Rights Agreement dated as of July 26, 1996, between IDEX and
Mitchell H. Saranow (incorporated by reference to Exhibit No. 4.8 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended June 30, 1996,
Commission File No. 1-10235).
*10.1 Amended and Restated Employment Agreement between IDEX Corporation and
** Donald N. Boyce, dated as of November 22, 1996.
*10.2 Amended and Restated Employment Agreement between IDEX Corporation and
** Wayne P. Sayatovic, dated as of November 22, 1996.
*10.3 Amended and Restated Employment Agreement between IDEX Corporation and
** Frank J. Hansen, dated as of September 27, 1994 (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, 1994, Commission File No. 1-10235).
17
19
Exhibit
Number Description Page
------- ----------- ----
**10.4November 22, 1996.
*10.4 Amended and Restated Employment Agreement between IDEX Corporation 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).November 22, 1996.
**10.5 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
of IDEX Corporation, Registration No. 33-28317, as filed on June 1, 1989).
**10.5(a) Amended Management Incentive Compensation Plan (incorporated by
reference to Exhibit No. 10.9(a) to the Quarterly Report of IDEX on
Form 10-Q for the quarter ended March 31, 1996, Commission File No. 1-10235).
**10.6 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).
**10.7 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 April 26, 1989).
**10.7 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).
13
15
Exhibit
Number Description Page
------ ----------- ----
**10.8 Revised Form of IDEX Corporation Stock Option Plan for Outside Directors
(incorporated by reference to Exhibit No. 10.22(a)10.22 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).
**10.9 Amendment to the IDEX Corporation Stock Option Plan for Outside Directors
adopted by resolution ofto the Board of Directors dated as of January 28, 1992
(incorporated by reference to Exhibit No. 10.21(a) of the Annual Report of IDEX
on Form 10-K for the fiscal year endingended December 31, 1992, Commission File
No. 1-102351)1-10235).
**10.10 Non-Qualified Stock Option Plan for Non-Officer Key Employees of IDEX
Corporation (incorporated by reference to Exhibit No. 10.15 to the Annual Report
of IDEX on Form 10-K for the fiscal year endingended December 31, 1992, Commission
File No. 1-102351).
**10.10(a) 1996 Stock Plan for Non-Officer Key Employees of IDEX Corporation
(incorporated by reference to Exhibit No. 4.5 to the Registration Statement on
Form S-8 of IDEX, Registration No. 333-18643, as filed on December 23, 1996).
**10.11 Non-Qualified Stock Option Plan for Officers of IDEX Corporation (incorporated
by reference to Exhibit No. 10.16 to the Annual Report of IDEX on Form 10-K
for the fiscal year endingended December 31, 1992, Commission File No. 1-102351).
**10.12 IDEX Corporation 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 endingended December 31, 1992, Commission File No. 1-102351).
**10.13 1996 Stock Plan for Officers of IDEX (incorporated by reference to Exhibit
No. 10.184.4 to the Registration Statement on Form S-8 of IDEX, Registration
No. 333-18643, as filed on December 23, 1996).
**10.14 Amended and Restated IDEX Corporation Directors Deferred Compensation Plan,
as amended (incorporated by reference to Exhibit No. 4.6 to the Registration
Statement on Form S-8 of IDEX, Registration No. 333-18643, as filed on
December 23, 1996).
**10.15 IDEX Corporation 1996 Deferred Compensation Plan for Officers, as amended
(incorporated by reference to Exhibit No. 4.8 to the Registration Statement on
Form S-8 of IDEX, Registration No. 333-18643, as filed on December 23, 1996).
**10.16 IDEX Corporation 1996 Deferred Compensation Plan for Non-Officer Presidents,
as amended (incorporated by reference to Exhibit No. 4.7 to the Registration Statement
on Form S-8 of IDEX, Registration No. 333-18643, as filed on December 23, 1996).
10.17 Asset Purchase Agreement dated July 26, 1996 between Idex and
Fluid Management Limited Partnership, Fluid Management U.S.,
L.L.C., Fluid Management Service, Inc., Fluid Management Canada,
LLC, Fluid Management France, SNC, FM International, Inc., Fluid
Management Europe B.U. (incorporated by reference to Exhibit No.
2.1 to the Quarterly Report of IDEX Corporation on Form 10-Q for the Quarter
ended March 31,June 30, 1996, Commission File No. 1-10235).
18
20
Exhibit
Number Description Page
------- ----------- ----
10.14 Amended and Restated IDEX Directors Deferred Compensation Plan (incorporated by reference to
Exhibit No. 10.19 to the Quarterly Report1-10235).
*27 Financial Data Schedule.
Revolving Credit Facility, dated as of IDEX Corporation on Form 10-Q for the Quarter ended
March 31, 1996, Commission File No. 1-10235).
*27 Financial Data Schedule.
Revolving Credit Facility, dated as of September 29, 1995,
between Dunja Verwaltungsgesellschaft mbHSeptember 29, 1995, between Dunja
Verwaltungsgesellschaft GmbH and Bank of America NT & SA, Frankfurt
Branch (a copy of the agreement will be furnished to the Commission upon request).
- ---------------
______________________
*Filed herewith.
**Management contract or compensatory plan or arrangement.
1914