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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
COMMISSION FILE NUMBER 1-10235
IDEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3555336
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 DUNDEE ROAD, NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (847) 498-7070
Securities registered pursuant to section 12(B) of the act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common stock, New York Stock Exchange
par value $.01 per share Chicago Stock Exchange
Securities registered pursuant to section 12(g) of the act: none
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
IDEX Corporation as of December 31, 1999 was $601,638,111.
The number of shares outstanding of IDEX Corporation's common stock, par
value $.01 per share (the "Common Stock"), as of January 28, 2000 was
29,661,553.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1999 Annual Report to Shareholders of IDEX Corporation (the
"1999 Annual Report") are incorporated by reference into Parts I and II of this
Form 10-K and portions of the definitive Proxy Statement of IDEX Corporation
(the "2000 Proxy Statement") with respect to the 2000 annual meeting of
shareholders are incorporated by reference into Part III of this Form 10-K.
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PART I
ITEM 1. BUSINESS.
IDEX Corporation ("IDEX" or the "Company") manufactures an extensive array
of proprietary, engineered industrial products sold to customers in a variety of
industries around the world. The Company believes that each of its principal
business units holds the number-one or number-two market share position in each
unit's niche market. IDEX believes that its consistent financial performance has
been attributable to the manufacture of quality proprietary products designed
and engineered by the Company, coupled with its ability to identify and
successfully integrate strategic acquisitions. IDEX consists of three reportable
business segments: Pump Products Group, Dispensing Equipment Group, and Other
Engineered Products Group.
PUMP PRODUCTS GROUP
The Pump Products Group designs, produces and distributes a wide variety of
industrial pumps, compressors and related controls for the movement of liquids,
air and gases. The devices and equipment produced by this Group are used by a
large and diverse set of industries, including chemical processing, machinery,
water treatment, medical equipment, petroleum distribution, oil and refining,
and food processing. In 1999, the six business units that comprised this group
were Corken, Gast Manufacturing, Micropump, Pulsafeeder, Viking Pump, and Warren
Rupp. The group accounted for 57% of sales and 56% of operating income in 1999,
with 31% of sales shipped to customers outside the U.S.
Corken. Corken is a leading producer of positive displacement rotary vane
pumps, single and multistage regenerative turbine pumps, and small horsepower
reciprocating piston compressors. Management estimates that Corken has
approximately a 50% U.S. market share for pumps and compressors used in
liquefied petroleum gas distribution facilities. Corken's products are used for
the transfer and recovery of non-viscous, toxic, and hazardous fluids in either
liquid or vapor form. Corken's products are used in a variety of industries
including liquefied petroleum gas, oil and gas, petrochemical, pulp and paper,
transportation, marine, food processing and general industrial. Approximately
45% of Corken's 1999 sales were to customers outside the U.S. Corken, which was
acquired by IDEX in 1991, is based in Oklahoma City, Oklahoma.
Gast Manufacturing. Gast Manufacturing (Gast) is a leading manufacturer of
air-moving products with an estimated 33% U.S. market share in air motors, low
and medium range vacuum pumps, vacuum generators, regenerative blowers and
fractional horsepower compressors. Gast's products are used in applications
requiring a quiet, clean source of moderate vacuum or pressure. Gast's primary
markets served are medical equipment, environmental equipment, computers and
electronics, printing machinery, paint mixing machinery, packaging machinery,
graphic arts and industrial manufacturing. Approximately 20% of Gast's 1999
sales were to customers outside the U.S. Gast was acquired in 1998 and is based
in Benton Harbor, Michigan, with an additional operation in England.
Micropump. Micropump is a leader in small, precision-engineered,
magnetically and electromagnetically driven rotary gear, piston and centrifugal
pumps with an approximate 40% U.S. market share. Micropump's products are used
in low-flow abrasive and corrosive applications. Micropump serves markets
including printing machinery, medical equipment, chemical processing,
pharmaceutical, refining, laboratory, electronics, pulp and paper, water
treatment and textiles. Micropump's sales in 1999 to customers outside the U.S.
were 50%. Micropump, which was acquired by IDEX in 1995, has its headquarters
facility in Vancouver, Washington, and also has an operation in England.
Pulsafeeder. Pulsafeeder is a leading manufacturer of metering pumps,
special purpose rotary pumps, peristaltic pumps, electronic controls and
dispensing equipment with an estimated 40% U.S. market share. Pulsafeeder's
products are used to introduce precise amounts of fluids into processes to
manage water quality and chemical composition. Pulsafeeder's markets include
water and wastewater treatment, power generation, pulp and paper, chemical and
hydrocarbon processing, swimming pool, industrial and commercial laundry and
dishwashing. In 1999, approximately 30% of Pulsafeeder's sales were to customers
outside the U.S. Knight Equipment International (Knight) was acquired in 1997
and is operated as part of the Pulsafeeder business unit. Pulsafeeder was
acquired in 1992 and is headquartered in Rochester, New York, with additional
operations in Lake Forest, California, Punta Gorda, Florida, and Enschede, The
Netherlands.
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Viking Pump. Viking Pump is one of the world's largest internal gear pump
producers. Management believes that Viking has an estimated 35% of the U.S.
rotary gear pump market. Viking also produces lobe and metering pumps, strainers
and reducers, and related controls. These products are used for transferring and
metering thin and viscous liquids. Markets served by Viking include chemical,
petroleum, pulp and paper, plastics, paints, inks, tanker trucks, compressor,
construction, food, beverage, personal care, pharmaceutical and biotech.
Approximately 30% of Viking's 1999 sales were to customers outside the U.S.
Viking operates two foundries that supply a majority of Viking's castings
requirements. In addition, these foundries sell a variety of castings to outside
customers. Viking is based in Cedar Falls, Iowa with additional operations in
Canada, England and Ireland.
Warren Rupp. Warren Rupp is a leading producer of double-diaphragm pumps,
both air-operated and motor-driven, and accessories with an estimated 25% U.S.
market share. Warren Rupp's products are used for abrasive and semisolid
materials as well as for applications where product degradation is a concern or
where electricity is not available or should not be used. Warren Rupp serves
markets including chemical, paint, food processing, electronics, construction,
utilities, mining and industrial maintenance. Sales to customers outside the
U.S. in 1999 were 50%. Blagdon Pump was acquired in 1997 and is operated as part
of the Warren Rupp business unit. Warren Rupp is based in Mansfield, Ohio, with
an additional operation in England.
DISPENSING EQUIPMENT GROUP
The Dispensing Equipment Group produces highly engineered equipment for
dispensing, metering and mixing colorants, paints, inks, dyes; refinishing
equipment; and centralized lubrication systems. This proprietary equipment is
used in a variety of retail and commercial industries around the world. These
units provide componentry and systems for applications such as tinting paints
and coatings; providing industrial and automotive refinishing equipment; and the
precise lubrication of machinery and transportation equipment. In 1999, the
three business units that comprised this group were FAST, Fluid Management, and
Lubriquip. The group accounted for 21% of sales and 22% of operating income in
1999, with 48% of sales shipped to customers outside the U.S.
FAST. The Company acquired FAST S.p.A. (FAST) on June 4, 1999, at a cost of
approximately $62 million. FAST is a leading European manufacturer of
precision-designed tinting, mixing, dispensing and measuring equipment for
refinishing, architectural and industrial paints, inks, dyes, pastes and other
liquids. Management estimates that FAST has a 33% worldwide share of the
refinishing equipment market. FAST's products are used for the precise and
reliable reproduction of colors based on paint producers' formulas. Through
architectural, refinishing and industrial paint producers, precision equipment
is supplied to retail and commercial stores, home centers, and automotive body
shops. Approximately 95% of FAST's sales in 1999 were to customers outside the
U.S. FAST is based in Milan, Italy.
Fluid Management. Fluid Management is a market leader in automatic and
manually operated dispensing, metering and mixing equipment for the paints and
coatings market with an estimated 50% worldwide market share. Fluid Management's
products are used for the precise blending of base paints, tints and colorants,
and inks and dyes. Fluid Management's markets include retail and commercial
paint stores, hardware stores, home centers, department stores, printers, and
paint and ink manufacturers. Approximately 50% of Fluid Management's 1999 sales
were to customers outside the U.S. Fluid Management was acquired by IDEX in 1996
and is based in Wheeling, Illinois. Additional operations are located in The
Netherlands and Australia.
Lubriquip. Lubriquip is a market leader in centralized oil and grease
lubrication systems, force-feed lubricators, metering devices, related
electronic controls and accessories with an estimated 33% share of the U.S.
market for centralized oil lubrication systems. Lubriquip's products are used to
prolong equipment life, reduce maintenance costs and increase productivity.
Lubriquip serves markets including machine tools, transfer machines, conveyors,
packaging equipment, transportation equipment, construction machinery, food
processing and paper machinery. Approximately 20% of Lubriquip's sales in 1999
were to customers outside the U.S. Lubriquip is headquartered in Warrensville
Heights, Ohio, with an additional operation in Madison, Wisconsin.
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OTHER ENGINEERED PRODUCTS GROUP
The Other Engineered Products Group manufactures engineered banding and
clamping devices, fire fighting pumps and rescue tools. The high-quality
stainless steel bands, buckles and preformed clamps and related installation
tools are used in applications including securing hoses, signals, pipes, poles,
electrical lines, sign-mounting systems and numerous other "hold-together"
applications. The group also includes the world's leading manufacturer of
truck-mounted fire pumps and rescue tool systems used by public and private fire
and rescue organizations. In 1999, the two units that comprised this group were
Band-It and Hale Products. The group accounted for 22% of sales and operating
income in 1999, with 51% of sales shipped to customers outside the U.S.
Band-It. Band-It is a leading producer of high-quality stainless steel
bands, buckles and clamping systems with an estimated 40% worldwide market
share. Band-It's products are used for securing hose fittings, signs, signals,
pipes, poles, electrical shielding and bundling and numerous other
"hold-together" applications for industrial and commercial use. Band-It's
markets include transportation equipment, oil and gas, industrial maintenance,
electronics, electrical, communications, aerospace, traffic and commercial
signs. In 1999, approximately 60% of Band-It's sales were to customers outside
the U.S. Signfix was acquired in 1993 and is being operated as part of the
Band-It business unit. Band-It is based in Denver, Colorado, with three
additional operations in England and one in Singapore.
Hale Products. Hales Products (Hale) is the world's leading manufacturer of
truck-mounted fire pumps and rescue systems with an estimated 50% worldwide
market share. Hale's products include the Hurst Jaws of Life(R) and Lukas(R)
rescue systems. Hale's pumps are used to pump water or foam to extinguish fires;
its rescue equipment is used to extricate accident victims; and its forced entry
equipment is used for law enforcement and disaster recovery. Hale's markets
include public and private fire and rescue organizations. Approximately 45% of
Hale's 1999 sales were to customers outside the U.S. Lukas was acquired in 1995
and is operated as part of the Hale Products business unit. Hale was acquired by
IDEX in 1994. Hale is headquarted in Conshohocken, Pennsylvania, with additional
operations in Shelby, North Carolina, St. Joseph, Tennessee, Warwick, England,
and Erlangen, Germany.
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GENERAL ASPECTS APPLICABLE TO THE COMPANY'S BUSINESS GROUPS
COMPETITORS
The Company's businesses are highly competitive in most product lines.
Generally, all of the Company's businesses compete on the basis of performance,
quality, service, and price.
Principal competitors of the businesses in the Pump Products Group are the
Blackmer division of Dover Corporation (with respect to rotary gear pumps, and
pumps and small horsepower compressors used in liquified petroleum gas
distribution facilities); Milton Roy, a division of United Technologies
Corporation (with respect to metering pumps and controls); Roper Industries
(with respect to rotary gear pumps); Wilden Pump and Engineering Co., a division
of Dover Corporation (with respect to air-operated double-diaphragm pumps);
Tuthill Corporation (with respect to rotary gear pumps); and Thomas Industries
(with respect to vacuum pumps and compressors).
The principal competitors of the Dispensing Equipment Group are Corob (with
respect to dispensing and mixing equipment for the paint industry); Dedoes
Industries Incorporated (with respect to automotive and industrial refinishing
equipment); and Lincoln Industrial, a division of Pentair Incorporated (with
respect to centralized lubrication systems).
The Other Engineered Products Group's principal competitors are A.J.
Gerrard & Company (with respect to stainless steel bands, buckles and tools);
Waterous Company, a division of American Cast Iron Pipe Company (with respect to
truck-mounted fire-fighting pumps); and Holmotro (with respect to rescue tools).
EMPLOYEES
At December 31, 1999, IDEX had approximately 3,800 employees. Approximately
15% were represented by labor unions with various contracts expiring though
March 2003. Management believes that the Company's relationship with its
employees is good. The Company has historically been able to satisfactorily
renegotiate its collective bargaining agreements, with its last work stoppage in
March 1993.
SUPPLIERS
IDEX manufactures many of the parts and components used in its products.
Substantially all materials, parts and components purchased by IDEX are
available from multiple sources.
INVENTORY AND BACKLOG
Backlogs do not have material significance in any of the Company's business
segments. The Company regularly and systematically adjusts production schedules
and quantities based on the flow of incoming orders. Backlogs are therefore
typically limited to approximately 1 to 1 1/2 months of production. While total
inventory levels may also be affected by changes in orders, the Company
generally tries to maintain relatively stable inventory levels based on its
assessment of the requirements of the various industries served.
SEGMENT INFORMATION
For segment financial information for the years 1999, 1998, and 1997, see
the table titled "Company and Business Group Financial Information" presented on
page 18 under "Management's Discussion & Analysis of Financial Condition &
Results of Operations" and Note 10 of the "Notes to Consolidated Financial
Statements" on pages 30 and 31 of the 1999 Annual Report, which is incorporated
herein by reference.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names of the executive officers of the
Company, their ages, years of service, the positions held by them, and their
business experience during the past 5 years.
YEARS OF
NAME AGE SERVICE (1) POSITION
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Frank J. Hansen...................... 58 24 President, Chief Executive Officer
and Director
Wayne P. Sayatovic................... 53 27 Senior Vice President-Finance and
Chief Financial Officer
Jerry N. Derck....................... 52 7 Vice President-Human Resources
James R. Fluharty.................... 56 12 Vice President-Corporate Marketing
and Group Executive
Clinton L. Kooman.................... 56 35 Vice President-Controller
Douglas C. Lennox.................... 47 20 Vice President-Treasurer
John L. McMurray..................... 49 7 Vice President-Group Executive and
President, Viking Pump
Dennis L. Metcalf.................... 52 26 Vice President-Corporate Development
Frank J. Notaro...................... 36 2 Vice President-General Counsel and
Secretary
Rodney L. Usher...................... 54 19 Vice President-Group Executive and
President, Pulsafeeder
David T. Windmuller.................. 42 19 Vice President-Operations
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(1) The years of service for executive officers include the period prior to
acquisition by IDEX or with IDEX's predecessor company.
Mr. Hansen was appointed President and Director of IDEX by the Board of
Directors on January 1, 1998 and was appointed Chief Executive Officer on April
1, 1999. Previously, Mr. Hansen served as Senior Vice President-Operations and
Chief Operating Officer from August 1994 to December 1997. Mr. Hansen was Vice
President-Group Executive of the Company from January 1993 to July 1994. From
1989 to July 1994, Mr. Hansen was president of Viking Pump. Mr. Hansen is a
director of Gardner Denver Machinery, Inc. In the fourth quarter of 1999, the
Company announced that Mr. Hansen had made a decision to retire. Mr. Hansen will
remain President and Chief Executive Officer until his replacement has been
selected.
Mr. Sayatovic has been Senior Vice President-Finance and Chief Financial
Officer of the Company since January 1992 and was Vice President-Treasurer from
January 1988 to December 1991. He also served as Secretary from January 1988 to
February 1998.
Mr. Derck has been Vice President-Human Resources of the Company since
November 1992.
Mr. Fluharty has served as Vice President-Corporate Marketing of the
Company since March 1997 and as Vice President-Group Executive since December
1998. He was President of Fluid Management from January 1998 to December 1998
and from April 1996 to February 1997 he was President of Micropump. Previously,
Mr. Fluharty served as President of John Crane North America from May 1993 to
March 1996, as Executive Vice President of Viking Pump from May 1992 to April
1993, and Vice President-Marketing of Viking Pump from 1988 to April 1992.
Mr. Kooman has been Vice President-Controller of the Company since November
1995. Mr. Kooman served as Assistant Controller of Manufacturing Accounting from
January 1988 to October 1995.
Mr. Lennox has served as Vice President-Treasurer of the Company since
November 1995. From April 1991 to October 1995, Mr. Lennox was Vice
President-Controller of Lubriquip. Mr. Lennox was Assistant Controller of
Financial Accounting from January 1988 to March 1991.
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Mr. McMurray has been Vice President-Group Executive of the Company since
November 1998 and President of Viking Pump since January 1997. He was Executive
Vice President of Viking Pump from August 1994 to December 1996, and Vice
President-Finance of Viking Pump from October 1992 to July 1994.
Mr. Metcalf has served as Vice President-Corporate Development of the
Company since March 1997. Mr. Metcalf was Director of Business Development of
the Company from March 1991 to February 1997.
Mr. Notaro has served as Vice President-General Counsel and Secretary since
March 1998. Previously, Mr. Notaro was a partner of Hodgson, Russ, Andrews,
Woods and Goodyear LLP from January 1993 to February 1998.
Mr. Usher has been Vice President-Group Executive of the Company since
August 1997 and President of Pulsafeeder since August 1994. From 1986 to July
1994, Mr. Usher served as President of Warren Rupp.
Mr. Windmuller has served as Vice President-Operations of the Company since
January 1998. Previously, Mr. Windmuller was President of Fluid Management from
January 1997 to December 1997. From July 1994 to December 1996, Mr. Windmuller
served as President of Viking Pump, and from May 1993 to June 1994 as Executive
Vice President of Viking Pump. Mr. Windmuller served as Vice President-
Engineering of Viking Pump from November 1991 to April 1993.
The Company's executive officers are elected at a meeting of the Board of
Directors immediately following the annual meeting of shareholders, and they
serve until the next annual meeting of the Board, or until their successors are
duly elected.
ITEM 2. PROPERTIES.
The Company's principal plants and offices have an aggregate floor space
area of approximately 2.7 million square feet, of which 1.9 million square feet
(70%) are located in the U.S. and approximately 800,000 square feet (30%) are
located outside the U.S., primarily in the U.K. (10%), Italy (10%), Germany (5%)
and The Netherlands (4%). These facilities are considered to be suitable and
adequate for their operations. Management believes that utilization of
manufacturing capacity ranges from 50% to 80% in each facility. The Company's
executive office occupies approximately 12,000 square feet of leased space in
Northbrook, Illinois.
Approximately 2.0 million square feet (74%) of the principal plant and
office floor area is owned by the Company, and the balance is held under lease.
Approximately 1.5 million square feet (56%) of the principal plant and office
floor area is held by business units in the Pump Products Group; 600,000 square
feet (22%) is held by business units in the Dispensing Equipment Group; and
600,000 square feet (22%) is held by business units in the Other Engineered
Products Group.
ITEM 3. LEGAL PROCEEDINGS.
The Company and the Company's subsidiaries (Subsidiaries) are party to
various legal proceedings arising in the ordinary course of business, none of
which is expected to have a material adverse effect on the Company's business or
financial condition.
The Subsidiaries are subject to extensive federal, state, and local laws,
rules and regulations pertaining to environmental, waste management, and health
and safety matters. Permits are or may be required for some of the Subsidiaries'
facilities and waste-handling activities and these permits are subject to
revocation, modification and renewal. In addition, risks of substantial costs
and liabilities are inherent in the Subsidiaries' operations and facilities, as
they are with other companies engaged in similar industries, and there can be no
assurance that such costs and liabilities will not be incurred. The Company is
not aware of any environmental, health or safety matter which could,
individually or in the aggregate, cause a material adverse effect on the
business, financial condition, results of operations, or cash flows of the
Company or any of its Subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS.
Information regarding the prices of, and dividends on, the Common Stock,
and certain related matters, is incorporated herein by reference to "Shareholder
Information" on page 37 of the 1999 Annual Report.
The principal market for the Common Stock is the New York Stock Exchange,
but the Common Stock is also listed on the Chicago Stock Exchange. As of January
28, 2000, the Common Stock was held by approximately 7,000 shareholders and
there were 29,661,553 shares of Common Stock outstanding.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under "Historical Data" on pages 14 and 15 of the
1999 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information set forth under "Management's Discussion & Analysis of
Financial Condition & Results of Operations" on pages 16 to 21 of the 1999
Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The information set forth under the caption "Quantitative and Qualitative
Disclosure about Market Risk" on page 21 of the 1999 Annual Report is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements of IDEX, including Notes thereto,
together with the independent auditors' report thereon of Deloitte & Touche LLP
on pages 22 to 34 of the 1999 Annual Report are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT AUDITORS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Certain information regarding the directors of the Company is incorporated
herein by reference to the information set forth under the caption "Election of
Directors" in the 2000 Proxy Statement.
Information regarding executive officers of the Company is incorporated
herein by reference to Item 1 of this report under the caption "Executive
Officers of the Registrant" on page 5.
Certain information regarding compliance with Section 16(a) of the
Securities and Exchange Act of 1934, as amended, is incorporated herein by
reference to the information set forth under "Compliance with Section 16(a) of
the Exchange Act" in the 2000 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation is incorporated herein by
reference to the materials under the caption "Compensation of Executive
Officers" in the 2000 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information regarding security ownership of certain beneficial owners and
management is incorporated herein by reference to the information set forth
under the caption "Security Ownership" in the 2000 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding certain relationships and related transactions is
incorporated herein by reference to the information set forth under the caption
"Certain Interests" in the 2000 Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) 1. Financial Statements
The following financial statements are incorporated herein by reference to
the 1999 Annual Report.
1999 ANNUAL
REPORT PAGE
-----------
Consolidated Balance Sheets as of December 31, 1999 and
1998...................................................... 22
Statements of Consolidated Operations for the Years Ended
December 31, 1999, 1998 and 1997.......................... 23
Statements of Consolidated Shareholders' Equity for the
Years Ended December 31, 1999, 1998 and 1997.............. 24
Statements of Consolidated Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997.......................... 25
Notes to Consolidated Financial Statements.................. 26-33
Independent Auditors' Report................................ 34
1999 FORM
10-K PAGE
---------
2. Financial Statement Schedule
(a) Independent Auditors' Report............................ 10
(b) Schedule II - Valuation and Qualifying Accounts......... 10
All other schedules are omitted because they are not
applicable, not required, or because the required
information is included in the Consolidated Financial
Statements of IDEX or the Notes thereto.
3. Exhibits
The exhibits filed with this report are listed on the "Exhibit Index."
(B) Report on Form 8-K
In a report on Form 8-K, dated December 6, 1999, and filed with the
Securities and Exchange Commission on December 6, 1999, IDEX Corporation
announced that Frank J. Hansen, the Company's President and Chief Executive
Officer had made a decision to retire. Mr. Hansen, 58, has been with the Company
for 24 years, was named President in January 1998 and assumed the additional
duties of CEO as of April 1, 1999.
The Board of Directors expressed its appreciation for his many years of
valuable contributions to the success of the Company and reported that the
search for a successor is underway. Mr. Hansen will remain President and CEO
until his replacement has been selected.
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INDEPENDENT AUDITORS' REPORT
IDEX CORPORATION:
We have audited the consolidated financial statements of IDEX Corporation
and its Subsidiaries as of December 31, 1999 and 1998 and for each of the three
years in the period ended December 31, 1999, and have issued our report thereon,
dated January 18, 2000: such financial statements and report are included in
your 1999 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement schedule of IDEX
Corporation, listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements as
whole, presents fairly, in all material respects, the information set forth
therein.
DELOITTE & TOUCHE LLP
Chicago, Illinois
January 18, 2000
IDEX CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
BALANCE CHARGED TO BALANCE
BEGINNING COSTS AND END OF
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS (1) OTHER (2) YEAR
----------- --------- ---------- -------------- --------- -------
(IN THOUSANDS)
Year Ended December 31, 1999:
Deducted from Assets to Which They
Apply:
Allowance for Doubtful Accounts...... $2,484 $1,392 $1,051 $310 $3,135
Year Ended December 31, 1998:
Deducted from Assets to Which They
Apply:
Allowance for Doubtful Accounts...... 2,561 665 1,060 318 2,484
Year Ended December 31, 1997:
Deducted from Assets to Which They
Apply:
Allowance for Doubtful Accounts...... 2,111 1,315 1,083 218 2,561
- -------------------------
(1) Represents uncollectible accounts, net of recoveries.
(2) Represents acquisition, translation and reclassification adjustments.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 4th day of
February, 2000.
IDEX CORPORATION
By /s/ WAYNE P. SAYATOVIC
------------------------------------
Wayne P. Sayatovic
Senior Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DONALD N. BOYCE Chairman of the Board and Director February 4, 2000
- ------------------------------------------------
Donald N. Boyce
/s/ FRANK J. HANSEN President, Chief Executive Officer February 4, 2000
- ------------------------------------------------ (Principal Executive Officer) and
Frank J. Hansen Director
/s/ WAYNE P. SAYATOVIC Senior Vice President - Finance February 4, 2000
- ------------------------------------------------ and Chief Financial Officer
Wayne P. Sayatovic (Principal Financial and
Accounting Officer)
/s/ RICHARD E. HEATH Director February 4, 2000
- ------------------------------------------------
Richard E. Heath
/s/ HENRY R. KRAVIS Director February 4, 2000
- ------------------------------------------------
Henry R. Kravis
/s/ WILLIAM H. LUERS Director February 4, 2000
- ------------------------------------------------
William H. Luers
/s/ PAUL E. RAETHER Director February 4, 2000
- ------------------------------------------------
Paul E. Raether
/s/ GEORGE R. ROBERTS Director February 4, 2000
- ------------------------------------------------
George R. Roberts
/s/ NEIL A. SPRINGER Director February 4, 2000
- ------------------------------------------------
Neil A. Springer
/s/ MICHAEL T. TOKARZ Director February 4, 2000
- ------------------------------------------------
Michael T. Tokarz
11
13
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Acquisition Agreement between IDEX Corporation, Gecofin
S.p.A., and PL&C S.r.l. dated June 3, 1999 (incorporated by
reference to Exhibit No. 2.1 to the Quarterly Report of IDEX
on Form 10-Q for the quarter ended June 30, 1999, Commission
File No. 1-10235)
3.1 Restated Certificate of Incorporation of IDEX Corporation
(formerly HI, Inc.) (incorporated by reference to Exhibit
No. 3.1 to the Registration Statement on Form S-1 of IDEX,
et al., Registration No. 33-21205, as filed on April 21,
1988)
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX
Corporation (formerly HI, Inc.) (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, Commission
File No. 1-10235)
3.2 Amended and Restated By-Laws of IDEX Corporation
(incorporated by reference to Exhibit No. 3.2 to
Post-Effective Amendment No. 2 to the Registration Statement
on Form S-1 of IDEX, 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 Corporation (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, et
al., Registration No. 33-21205, as filed on February 12,
1990)
4.1 Restated Certificate of Incorporation and By-Laws of IDEX
Corporation (filed as Exhibits No. 3.1 through 3.2 (a))
4.2 Indenture, dated as of February 23, 1998, between IDEX
Corporation, and Norwest Bank Minnesota, National
Association, as Trustee, relating to the 6 7/8% of Senior
Notes of IDEX due February 15, 2008 (incorporated by
reference to Exhibit No. 4.1 to the Current Report of IDEX
on Form 8-K dated February 23, 1998, Commission File
No.1-10235)
4.3 Specimen Senior Note of IDEX Corporation (incorporated by
reference to Exhibit No. 4.1 to the Current Report of IDEX
on Form 8-K dated February 23, 1998, Commission File No.
1-10235)
4.4 Specimen Certificate of Common Stock of IDEX Corporation
(incorporated by reference to Exhibit No. 4.3 to the
Registration Statement on Form S-2 of IDEX, et al.,
Registration No. 33-42208, as filed on September 16, 1991)
4.5 Third Amended and Restated Credit Agreement dated as of July
17, 1996, among IDEX Corporation, Bank of America NT&SA, as
Agent, and other financial institutions named therein (the
"Banks") (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 11, 1997 (incorporated by
reference to Exhibit No. 4.5(a) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(b) Second Amendment to the Third Amended and Restated Credit
Agreement dated as of January 20, 1998 (incorporated by
reference to Exhibit No. 4.5(b) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(c) Third Amendment to the Third Amended and Restated Credit
Agreement dated as of February 9, 1998 (incorporated by
reference to Exhibit No. 4.5(c) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
12
14
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.5(d) Fourth Amendment to the Third Amended and Restated Credit
Agreement dated as of April 3, 1998 (incorporated by
reference to Exhibit No. 4.5(d) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(e) Fifth Amendment to the Third Amended and Restated Credit
Agreement dated as of June 8, 1999 (incorporated by
reference to Exhibit No. 4.5(e) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1999,
Commission File No. 1-10235)
10.1** 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 , et al., Registration No. 33-28317, as filed on June
1, 1989)
10.1(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 No. 10.5(a) to the Annual Report of IDEX on Form
10-K for the year ending December 31, 1992, Commission File
No. 1-10235)
10.1(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 No. 10.5(b) to the Annual Report of IDEX on Form
10-K for the year ending December 31, 1994, Commission File
No. 1-10235)
10.1(c)** Third Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Donald N. Boyce,
dated December 19, 1997 (incorporated by reference to
Exhibit No. 10.1(c) to the Annual Report of IDEX on Form
10-K for the year ending December 31, 1997, Commission File
No. 1-10235)
10.1(d)** Consulting Agreement between IDEX Corporation and Donald N.
Boyce, dated March 31, 1999 (incorporated by reference to
Exhibit No. 10.1 to the Quarterly Report of IDEX on Form
10-Q for the quarter ended March 31, 1999, Commission File
No. 1-10235)
10.1(e)** Indemnity Agreement between IDEX Corporation and Mr. Donald
N. Boyce, dated April 1, 1999 (incorporated by reference to
Exhibit No. 10.2 to the Quarterly Report of IDEX on Form
10-Q for the quarter ended June 30, 1999, Commission File
No. 1-10235)
10.2** 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, et al., Registration No. 33-28317, as filed on June 1,
1989)
10.2(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 No. 10.7(a) to the Annual Report of IDEX on Form
10-K for the year ending December 31, 1992, Commission File
No. 1-10235)
10.2(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 No. 10.6(b) to the Annual Report of IDEX on Form
10-K for the year ended December 31, 1994, Commission File
No. 1-10235)
*10.2(c)** Letter Agreement between IDEX Corporation and Wayne P.
Sayatovic dated December 3, 1999.
10.3** 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 the quarter ended September 30, 1994, Commission
File No. 1-10235)
13
15
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.3(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 No. 10.7(a) to
the Annual Report of IDEX on Form 10-K for the year ending
December 31, 1994, Commission File No.1-10235)
10.3(b)** Amended and Restated Employment Agreement between IDEX
Corporation and Frank J. Hansen, dated as of December 19,
1997 (incorporated by reference to Exhibit No. 10.3(b) to
the Annual Report of IDEX on Form 10-K for the year ending
December 31, 1997, Commission File No. 1-10235)
10.3(c)** Amended and Restated Employment Agreement between IDEX
Corporation and Frank J. Hansen, dated December 23, 1998
(incorporated by reference to Exhibit No. 10.3(c) to the
Annual Report of IDEX on Form 10-K for the year ending
December 31, 1998, Commission File No. 1-10235)
*10.3(d)** Letter Agreement between IDEX Corporation and Frank J.
Hansen dated November 24, 1999.
10.4** 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 year ending December 31, 1994,
Commission File No.
1-10235)
10.5** Management Incentive Compensation Plan of IDEX Corporation
(incorporated by reference to Exhibit No. 10.21 to Amendment
No. 1 to the Registration Statement on Form S-1 of IDEX, et
al., Registration No. 33-28317, as filed on June 1, 1989)
10.5(a)** Amended Management Incentive Compensation Plan of IDEX
Corporation (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 of IDEX Corporation
(incorporated by reference to Exhibit No. 10.23 to the
Registration Statement on Form S-1 of IDEX, et al.,
Registration No. 33-28317, as filed on April 26, 1989)
10.7** Form of Shareholder Purchase and Sale Agreement of IDEX
Corporation (incorporated by reference to Exhibit No. 10.24
to Amendment No. 1 to the Registration Statement on Form S-1
of IDEX, et al., Registration No. 33-28317, as filed on June
1, 1989)
10.8** Revised Form of IDEX Corporation Stock Option Plan for
Outside Directors (incorporated reference to Exhibit No.
10.22 to Post-Effective Amendment No. 4 to the Registration
Statement on Form S-1 of IDEX, 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 to 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 year ended December 21, 1992,
Commission File No. 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 year ended December 31, 1992, Commission File No.
1-10235)
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, et al.,
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 year ended
December 31, 1992, Commission File No. 1-10235)
14
16
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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 year ended
December 31, 1992, Commission File No. 1-10235)
10.13** 1996 Stock Plan for Officers of IDEX Corporation
(incorporated by reference to Exhibit No. 4.4 to the
Registration Statement on Form S-8 of IDEX, et al.,
Registration No. 333-18643, as filed on December 23, 1996)
10.14** Amended and Restated IDEX Corporation Directors Deferred
Compensation Plan (incorporated by reference to Exhibit No.
4.6 to the Registration Statement on Form S-8 of IDEX, et
al., Registration No. 333-18643, as filed on December 23,
1996)
10.14(a)** Second Amended and Restated IDEX Corporation Directors
Deferred Compensation Plan (incorporated by reference to
Exhibit No. 10.14(b) to the Annual Report of IDEX on Form
10-K for the year ending December 31, 1997, Commission File
No. 1-10235)
10.15** IDEX Corporation 1996 Deferred Compensation Plan for
Officers (incorporated by reference to Exhibit No. 4.8 to
the Registration Statement on Form S-8 of IDEX, et al.,
Registration No. 333-18643, as filed on December 23, 1996)
10.16** IDEX Corporation 1996 Deferred Compensation Plan for
Non-Officer Presidents (incorporated by reference to Exhibit
No. 4.7 to the Registration Statement on Form S-8 of IDEX,
et al., Registrant No. 333-18643, as filed on December 23,
1996)
*10.17** Letter Agreement between IDEX Corporation and David T.
Windmuller dated December 3, 1999.
*10.18** Letter Agreement between IDEX Corporation and James R.
Fluharty dated December 3, 1999.
*10.19** Letter Agreement between IDEX Corporation and Rodney L.
Usher dated December 3, 1999.
13* 1999 Annual Report to Shareholders of IDEX
21* Subsidiaries of IDEX
23* Consent of Deloitte & Touche LLP
27* Financial Data Schedule
99 Revolving Credit Facility, dated as of September 29, 1995,
as amended, 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 agreement.
15