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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, 1997
OR
[ ] 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 Identification No.)
incorporation or organization)
630 DUNDEE ROAD 60062
NORTHBROOK, ILLINOIS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (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, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
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 nonaffiliates of
IDEX Corporation as of December 31, 1997 was $671,020,773.
The number of shares outstanding of IDEX Corporation's common stock, par
value $.01 per share (the "Common Stock"), as of January 30, 1998 was
29,262,375.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1997 annual report to shareholders of IDEX Corporation (the
"1997 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 "1998 Proxy Statement") with respect to the 1998 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") designs, manufactures and
markets a broad range of pump products and engineered equipment serving a
diverse customer base in the United States and internationally. For each of its
ten principal business units, the Company believes that it holds the number-one
or number-two market share position in that 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 and sold to a wide range of customers, coupled with its ability to
identify and successfully integrate strategic acquisitions. IDEX consists of two
business segments, the Pump Products Group and the Engineered Equipment Group.
PUMP PRODUCTS GROUP
The Pump Products Group designs, manufactures and sells a wide variety of
industrial pumps and related controls, and low-horsepower compressors for the
movement of liquids, air, and gases. The devices and equipment produced by this
Group are used in a large and diverse set of industries, including chemical
processing, non-electrical machinery, water and wastewater treatment, medical
equipment, petroleum distribution, oil and refining, and food processing. In
1997, the five business units then comprising the group -- Corken, Micropump,
Pulsafeeder, Viking Pump, and Warren Rupp -- accounted for 48% of the Company's
net sales. The Company acquired Gast Manufacturing Corporation ("Gast"), now
part of the Pump Products Group, on January 21, 1998, for a cash purchase price
of approximately $120 million. Approximately 36% of 1997 net sales in this Group
were to customers outside the United States.
Corken. Management estimates that Corken has approximately 50% of the U.S.
market for pumps and small horsepower compressors used in liquefied petroleum
gas distribution facilities. Corken produces low-horsepower compressors, vane
and turbine pumps, and valves used for the transfer of liquefied petroleum gas,
compressed natural gas and other gaseous substances. Most of Corken's sales are
made through domestic and international distributors, and they often incorporate
Corken's products into engineered packages sold to end users. Approximately 45%
of Corken's 1997 net sales were to customers outside the United States.
Corken, which was acquired by IDEX in 1991, is based in Oklahoma City, Oklahoma.
Gast. Gast is one of the world's leading manufacturers of an extensive and
versatile line of air-moving products, including vacuum pumps, air motors,
vacuum generators, regenerative blowers and fractional horsepower compressors.
Gast is headquartered in Benton Harbor, Michigan, with an assembly facility in
England. Founded in 1921, Gast, had 1997 net sales of approximately $105
million. Approximately 17% of Gast's sales are outside the United States.
Management believes that Gast has a leading position with an estimated one-third
U.S. market share in air motors, low and medium range vacuum pumps, and rotary
and diaphragm fractional horsepower compressors.
Micropump. Micropump is, according to management estimates, the leader in
corrosion-resistant, magnetically-driven miniature pump technology with an
estimated 40% U.S. market share. Micropump's products include pumps and fluid
management systems for low-flow abrasive and corrosive applications such as
inks, dyes, solvents, chemicals, petrochemicals, acids and chlorides. Micropump
products are used in a variety of industries including chemical processing,
laboratory, medical, printing, electronics, pulp and paper, water treatment and
textiles. Approximately 45% of Micropump's 1997 net sales were to customers
outside the United States in 1997. Micropump, which was acquired by IDEX in
1995, has its headquarters and principal manufacturing facility in Vancouver,
Washington, and also conducts operations in England.
Pulsafeeder. Management estimates that Pulsafeeder has approximately 40%
of the U.S. market for metering pumps used in the process industries and water
treatment markets. Pulsafeeder designs and markets a wide range of metering
pumps, dispensing equipment and controllers. These products regulate precisely
the flow of liquids in mixing, blending and injection applications. Primary
markets served are water conditioning and wastewater treatment, chemical and
hydrocarbon processing, food processing, chemical metering and institutional
warewash. Pulsafeeder products are grouped into three categories: engineered
pumps, standard pumps and
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electronic controls. Engineered pumps include positive displacement,
hydraulically-actuated diaphragm pumps used in precise metering applications, as
well as specialty pumps targeted at niche markets. Standard pumps include
lower-priced metering pumps designed for water treatment and water conditioning
applications. Electronic controls are of microprocessor-based design and are
used to control the chemical composition of fluids being pumped. Pulsafeeder
products are sold through an extensive distribution network, which includes
company sales personnel, distributors and independent representatives and an
estimated 25% of its 1997 net sales to customers outside of the United States.
Pulsafeeder, which was acquired by IDEX in 1992, is headquartered in Rochester,
New York with an additional manufacturing facility in Punta Gorda, Florida, and
has sales offices in Singapore and China.
In December 1997, IDEX acquired Knight Equipment International, Inc.
("Knight") for a cash purchase price of approximately $38 million. The business
will continue to operate as Knight, Inc., but administratively will function as
part of Pulsafeeder. Knight is a leading manufacturer of pumps and dispensing
equipment for the commercial dishwashing, industrial laundry and chemical
metering markets with 1997 net sales of approximately $25 million, of which
approximately 50% were to customers outside the United States. In addition,
Knight manufactures a variety of pumps and electronic controls for industrial
applications. Management believes that Knight has a leading position worldwide
in commercial dishwashing and liquid-laundry systems, with an estimated 35% U.S.
market share. In addition to its headquarters and manufacturing facility in
Costa Mesa, California, Knight has manufacturing locations in Georgia,
Australia, Canada, England and the Netherlands.
Viking Pump. Viking Pump is one of the world's largest manufacturers of
positive displacement rotary gear pumps. Management believes that Viking pumps
represent approximately 35% of the U.S. rotary gear pump market. Viking's other
products include rotary lobe and metering pumps, speed reducers, flow dividers
and basket-type line strainers. Viking pumps are used by numerous industries
such as the chemical, petroleum, food, pulp and paper, machinery and
construction industries. Sales of Viking pumps and replacement parts are made
through approximately 100 independent distributors and directly to original
equipment manufacturers. Approximately 35% of Viking's 1997 net sales were to
customers outside of the United States. In addition to its facilities in Cedar
Falls, Iowa, Viking also maintains manufacturing facilities in England, Canada
and Ireland, and has sales offices in the Netherlands, Singapore, Mexico, Canada
and China. Viking operates two foundries in Cedar Falls, Iowa which supply a
majority of Viking's castings requirements. In addition, these foundries sell a
variety of castings to outside customers.
Warren Rupp. Warren Rupp is a producer of air-operated and motor-driven
double-diaphragm pumps. Management believes that Warren Rupp has approximately
one-third of the U.S. market for air-operated double-diaphragm pumps. Blagdon
Pump, the U.K.-based manufacturer of air-operated diaphragm pumps acquired by
IDEX in April 1997, is operated as part of Warren Rupp. Warren Rupp's pumps are
well suited for pumping liquids, slurries and solids in suspension. End-user
markets include the paint, chemical, mining, construction, and automotive
service industries. Warren Rupp pumps are sold through a network of independent
distributors and directly to a small number of original equipment manufacturers.
Sales to customers outside of the U.S. represented approximately 50% of Warren
Rupp 1997 net sales. Warren Rupp is headquartered in Mansfield, Ohio, and has a
distribution and assembly facility in Shannon, Ireland and a sales office in
Singapore. Blagdon Pump has a manufacturing facility in England to serve the
European market and a sales office in Singapore.
ENGINEERED EQUIPMENT GROUP
The Engineered Equipment Group which is comprised of four business units,
designs, manufactures, and sells proprietary equipment that may combine pumps or
other devices into products for industrial, commercial and safety applications.
The products and devices manufactured by these business units are used in a
variety of industries and applications, including paints and coatings, fire and
rescue, transportation equipment, non-electrical machinery, traffic sign and
signal, and oil and refining. In 1997, the four business units comprising this
group -- Band-It, Fluid Management, Hale and Lubriquip -- accounted for 52% of
the Company's net sales. Approximately 52% of this Group's 1997 net sales were
to customers outside the United States.
Band-It. Band-It, headquartered in Denver, Colorado, is one of the largest
worldwide producers of stainless steel bands, buckles and preformed clamps and
related installation tools. Its products include stainless
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steel bands and clamps for various municipal, commercial and industrial
applications and road, traffic and commercial sign-mounting systems. Management
believes that Band-It has approximately 50% of the U.S. market for quality
stainless steel band and buckle. Its clamps are used to secure hoses to nipples,
devices to pipes and poles, signs to sign standards, fences to posts, insulation
to pipes and for hundreds of other industrial clamping functions. Band-It also
has developed an exclusive line of tools for installing its band, buckle and
preformed clamps. Band-It's Signfix operating division, acquired by IDEX in
1993, is the leading U.K.-based manufacturer of sign-mounting devices and
related equipment with an estimated 45% U.K. market share. Band-It markets its
products domestically and internationally. It has manufacturing and distribution
facilities in three locations in England, as well as in Germany and Singapore to
serve the European and Far East markets. International sales accounted for
approximately 60% of Band-It's 1997 net sales. Its products are sold through a
worldwide network of over 4,500 distributors to a wide range of markets,
including the transportation, commercial and governmental signage, utilities,
mining, oil and gas, industrial maintenance, construction, communication and
electronics industries.
Fluid Management. Fluid Management is the world's leading manufacturer of
dispensing and mixing equipment that precisely meters and mixes a wide variety
of liquids including paints, colorants, inks, dyes and other liquids and pastes.
Management believes Fluid Management has a 50% worldwide share in its niche
market. Its products can be found in local paint and building supply stores,
paint plants, vehicle manufacturing facilities and other locations where fluids
are dispensed and mixed in precise volumes. Fluid Management, which was acquired
by IDEX in 1996, has manufacturing facilities in Wheeling, Illinois, the
Netherlands and Australia, with sales and distribution facilities worldwide.
Approximately 55% of its 1997 net sales were to customers outside the United
States.
Hale. Hale, acquired by IDEX in 1994, is the world's leading manufacturer
of truck-mounted fire-fighting pumps and also manufactures a wide range of
portable, mobile and freestanding pumping units. Hale also is the world's
leading manufacturer of rescue tool systems with the Hurst Jaws of Life(R) and
Lukas rescue systems. Lukas, headquartered in Germany, was acquired by IDEX in
1995. Hale is estimated to have a worldwide market share for truck-mounted
fire-fighting pumps and rescue systems in excess of 50%. Sales of Hale's
truck-mounted fire-fighting pumps are made directly to manufacturers of fire
trucks, while portable pumps and rescue tools are generally sold through
independent distributors. Approximately 55% of Hale's 1997 net sales were to
customers outside the United States. Hale has its headquarters and a
manufacturing facility in Conshohocken, Pennsylvania. It also has production
facilities in North Carolina, Tennessee, England and Germany and service and
distribution centers in Germany and Singapore.
Lubriquip. Lubriquip is, according to management estimates, the largest
United States producer of centralized oil and grease lubrication systems and
force-feed lubricators, with approximately one-third of the U.S. market for its
type of products. Lubriquip's lubrication system components include pumps and
pump packages for pneumatic, mechanical, electric and hydraulic operations,
metering devices, electronic controllers, monitors and timers, and accessories.
These systems are sold through a variety of sales channels, including
independent distributors, to a wide range of industrial markets including
machine tools (both automotive and general purpose), chemical processing,
construction equipment, food processing machinery, engine and compressor,
railroad, and over-the-road truck industries. Lubriquip's products are available
worldwide through over 100 independent distributors, with international sales
representing approximately 20% of its 1997 net sales. Lubriquip, headquartered
in Warrensville Heights, Ohio, also has manufacturing plants in Pennsylvania and
Wisconsin and has sales offices in Belgium and Singapore.
DISCONTINUED OPERATIONS
In December 1997, the Company announced its intention to divest its
Strippit and Vibratech businesses because management concluded that they no
longer fit the profile of the Company's other business units or acquisition
strategy. These two business units generated 1997 net sales and earnings before
interest and taxes of approximately $84 million and $9 million, respectively.
Strippit, which produces computer-controlled turret punch presses, laser cutting
machinery and related tooling used in metal fabrication, and Vibratech, which
makes engineered motion-damping products used in diesel and motor sport engines,
rail cars, off-road vehicles and other applications, both serve higher ticket
capital goods markets that tend to be more cyclical than the markets served
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by IDEX's other businesses. IDEX anticipates that these divestitures will allow
resources formerly allocated to Strippit and Vibratech to be used for the
development of positions in areas more consistent with its present strategy.
Strippit and Vibratech have been treated as discontinued operations in the
Company's 1997 consolidated financial statements.
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 liquefied petroleum gas
distribution facilities); Milton Roy, a unit of Sundstrand Corporation (with
respect to metering pumps and controls); Roper Industries (with respect to
rotary gear pumps); Wilden Pump and Engineering Co. (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 Engineered Equipment Group are the
Waterous Company, a subsidiary of American Cast Iron Pipe Company (with respect
to truck-mounted fire-fighting pumps); Corob North America (with respect to
dispensing and mixing equipment for the paint industry); A.J. Gerrard (with
respect to stainless steel bands, buckles and tools); and Lincoln, a unit of
Pentair Corporation (with respect to centralized lubrication systems).
EMPLOYEES
At December 31, 1997, IDEX had approximately 3,800 employees of which
approximately 500 employees were employed by the Company's discontinued
operations. Approximately 23% were represented by labor unions with various
contracts expiring through December 2000. 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 either 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 1997, 1996 and 1995 see the
table titled "Company and Business Group Financial Information" presented on
page 19 under "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as set forth in the 1997 Annual Report and incorporated
herein by reference, and Note 11 of the "Notes to Consolidated Financial
Statements" on page 32 of the 1997 Annual Report, which is incorporated herein
by reference.
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EXPORTS
For export information for the years 1997, 1996 and 1995, see Note 11 of
the "Notes to Consolidated Financial Statements" on page 32 of the 1997 Annual
Report, which is incorporated herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names of the executive officers of the
Company, their ages, the positions and offices with the Company held by them,
and their business experience during the past 5 years.
YEARS OF
NAME AGE SERVICE(1) POSITION
---- --- ---------- --------
Donald N. Boyce...................... 59 28 Chairman of the Board and Chief Executive
Officer
Frank J. Hansen...................... 56 22 President, Chief Operating Officer and
Director
Wayne P. Sayatovic................... 51 25 Senior Vice President--Finance, Chief
Financial Officer and Secretary
Jerry N. Derck....................... 51 5 Vice President--Human Resources
David T. Windmuller.................. 40 17 Vice President--Operations
James R. Fluharty.................... 54 7 Vice President--Corporate Marketing and
President, Fluid Management
P. Peter Merkel, Jr.................. 64 25 Vice President--Group Executive and
President, Band-It
Dennis L. Metcalf.................... 50 24 Vice President--Corporate Development
Wade H. Roberts, Jr.................. 51 7 Vice President--Group Executive and
President, Hale
Rodney L. Usher...................... 52 17 Vice President--Group Executive and
President, Pulsafeeder
Clinton L. Kooman.................... 54 33 Controller
Douglas C. Lennox.................... 45 18 Treasurer
(1) The years of service for executive officers include the period prior to
acquisition by IDEX or with IDEX's predecessor company.
Mr. Boyce was elected Chairman of the Board, President and Chief Executive
Officer of the Company on January 22, 1988, the date of the Company's
acquisition of its six original operating subsidiaries from Houdaille
Industries, Inc. On January 1, 1998, Mr. Hansen assumed the title of President
from Mr. Boyce with Mr. Boyce continuing as Chairman of the Board and Chief
Executive Officer. Mr. Boyce is a director of United Dominion Industries Ltd.
and Metromail Corporation.
Mr. Hansen has served as President, Chief Operating Officer and Director of
the Company since January 1998. Previously, he 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.
Mr. Sayatovic has been Senior Vice President--Finance, Chief Financial
Officer and Secretary of the Company since August 1994. Mr. Sayatovic was Vice
President--Finance, Chief Financial Officer and Secretary from January 1992 to
July 1994, and he was Vice President, Treasurer and Secretary from January 1988
to December 1991.
Mr. Derck has been Vice President--Human Resources of the Company since
November 1992.
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
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Executive Vice President of Viking Pump. Mr. Windmuller served as Vice
President--Engineering of Viking Pump from November 1991 to April 1993.
Mr. Fluharty has served as Vice President--Corporate Marketing of the
Company since March 1997 and as President of Fluid Management since January
1998. From April 1996 to February 1997, Mr. Fluharty 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. Merkel has been Vice President--Group Executive of the Company since
October 1995 and Chairman of Band-It since January 1998. He was President of
Band-It from March 1978 to December 1997.
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. Wade Roberts has been Vice President--Group Executive of the Company
since January 1993 and President of Hale since May 1994. Mr. Roberts served as
President of Strippit from September 1990 to April 1994.
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. Kooman has been 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 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.
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 2.1 million square feet, of which 1.6 million square feet
(76%) are located in the U.S., and approximately .5 million (24%) are located
outside the U.S., primarily in the U.K. (10%), Germany (7%) 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 offices occupy
approximately 12,000 square feet of leased space in Northbrook, Illinois.
Approximately 1.5 million square feet (73%) of the principal plant and
office floor area is owned by the Company, and the balance is held under lease.
Approximately 1.0 million square feet (48%) of the principal plant and office
floor area is held by business units in the Pump Products Group and 1.1 million
square feet (52%) is held by business units in the Engineered Equipment 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
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which could, individually or in the aggregate, materially adversely affect the
business or financial condition of the Company or any of its Subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None.
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" at page 37 of the 1997 Annual Report.
The principal market for the Common Stock is the New York Stock Exchange.
As of January 30, 1998, the Common Stock was held by 1,269 shareholders and
there were 29,262,375 shares of Common Stock outstanding.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under "Historical Data" at pages 14 and 15 of the
1997 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 and Analysis of
Financial Condition and Results of Operations" at pages 17 to 21 of the 1997
Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements of IDEX, including the Notes thereto,
together with the independent auditors' report thereon of Deloitte & Touche LLP
at pages 22 to 34 of the 1997 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 "Election of Directors"
in the 1998 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" at 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 1998 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation is incorporated by reference
to the materials under the caption "Compensation of Directors and Executive
Officers" in the 1998 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 set forth under "Principal
Shareholders" in the 1998 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 "Election of
Directors -- Certain Interests" in the 1998 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 1997 Annual Report.
1997 ANNUAL
REPORT PAGE
-----------
Consolidated Balance Sheets as of December 31, 1997 and
1996...................................................... 22
Statements of Consolidated Operations for the Years Ended
December 31, 1997, 1996 and 1995.......................... 23
Statements of Consolidated Shareholders' Equity for the
Years Ended December 31, 1997, 1996 and 1995.............. 24
Statements of Consolidated Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995.......................... 25
Notes to Consolidated Financial Statements.................. 26-33
Independent Auditors' Report................................ 34
1997 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, or 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) Reports on Form 8-K
None filed in the fourth quarter of 1997.
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INDEPENDENT AUDITORS' REPORT
IDEX Corporation:
We have audited the financial statements of IDEX Corporation and its
Subsidiaries as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997, and have issued our report thereon, dated
January 20, 1998; such financial statements and report are included in your 1997
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 taken as a whole,
presents fairly in all material respects the information set forth herein.
Deloitte & Touche LLP
Chicago, Illinois
January 20, 1998
IDEX CORPORATION AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
CHARGED
BALANCE TO BALANCE
BEGINNING OF COSTS AND DEDUCTIONS END
DESCRIPTION YEAR EXPENSES (1) OTHER(2) OF YEAR
----------- ------------ --------- ---------- -------- -------
(IN THOUSANDS)
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
Year Ended December 31, 1996:
Deducted From Assets To Which They Apply:
Allowance for Doubtful Accounts........ 1,820 1,302 1,325 314 2,111
Year Ended December 31, 1995:
Deducted From Assets To Which They Apply:
Allowance for Doubtful Accounts........ 1,526 1,145 643 (208) 1,820
- -------------------------
(1) Represents uncollectible accounts, net of recoveries.
(2) Represents acquisition, translation and reclassification adjustments.
10
12
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 6th day of
February, 1998.
IDEX CORPORATION
By /s/ WAYNE P. SAYATOVIC
--------------------------------------
Wayne P. Sayatovic
Senior Vice President -- Finance,
Chief Financial Officer and Secretary
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 February 6, 1998
- ------------------------------------------------ and Chief Executive Officer
Donald N. Boyce (Principal Executive Officer)
/s/ FRANK J. HANSEN President, Chief Operating Officer February 6, 1998
- ------------------------------------------------ and Director
Frank J. Hansen
/s/ WAYNE P. SAYATOVIC Senior Vice President -- Finance, February 6, 1998
- ------------------------------------------------ Chief Financial Officer and
Wayne P. Sayatovic Secretary (Principal Financial and
Accounting Officer)
/s/ RICHARD E. HEATH Director February 6, 1998
- ------------------------------------------------
Richard E. Heath
/s/ HENRY R. KRAVIS Director February 6, 1998
- ------------------------------------------------
Henry R. Kravis
/s/ WILLIAM H. LUERS Director February 6, 1998
- ------------------------------------------------
William H. Luers
/s/ PAUL E. RAETHER Director February 6, 1998
- ------------------------------------------------
Paul E. Raether
/s/ CLIFTON S. ROBBINS Director February 6, 1998
- ------------------------------------------------
Clifton S. Robbins
/s/ GEORGE R. ROBERTS Director February 6, 1998
- ------------------------------------------------
George R. Roberts
/s/ NEIL A. SPRINGER Director February 6, 1998
- ------------------------------------------------
Neil A. Springer
/s/ MICHAEL T. TOKARZ Director February 6, 1998
- ------------------------------------------------
Michael T. Tokarz
11
13
EXHIBIT INDEX
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, LLC, Fluid Management France, SNC, FM
International, Inc., Fluid Management Europe B.V.
(incorporated by reference to Exhibit No. 2.1 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended
June 30, 1996, Commission File No. 1-10235).
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, Commission
File No. 1-10235).
3.2 Amended and Restated By-Laws of IDEX (incorporated by
reference to Exhibit No. 3.2 to Post-Effective Amendment No.
2 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on
July 17, 1989).
3.2(a) Amended and Restated Article III, Section 13 of the Amended
and Restated By-Laws of IDEX (incorporated by reference to
Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-1 of IDEX Corporation, et
at., 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 Fleet 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 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, a national banking
association, as trustee (incorporated by reference to
Exhibit No. 4.2(a) to the Annual Report of IDEX on Form 10-K
for the year ending December 31, 1995, Commission File No.
1-10235).
4.2(b) Second Supplemental Indenture dated as of July 29, 1996
among IDEX and the Subsidiaries named therein and Fleet
National Bank of Connecticut, a national banking
association, as 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
year ending December 31, 1992, Commission File No.1-10235).
4.4 Specimen Certificate of Common Stock (incorporated by
reference to Exhibit No. 4.3 to the Registration Statement
on Form S-2 of IDEX Corporation, et al., Registration No.
33-42208, as filed on September 16, 1991).
4.5 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).
4.6 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 January 22,
1988 (incorporated by reference to Exhibit No. 10.15 to
Amendment No. 1 to the Registration Statement on Form S-1 of
IDEX Corporation, Registration No. 33-28317, as filed on
June 1, 1989).
12
14
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ----------- ----
**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)* First Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Donald N. Boyce,
dated December 19, 1997.
**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 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 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 Amendment No. 1 to the Annual Report
of IDEX on Form 10-K for the year ending December 31, 1994,
Commission File No. 1-10235).
**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).
**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 December 19, 1997.
**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 fiscal year ending December 31, 1994,
Commission File No. 1-10235).
**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 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 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 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 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 31, 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.
1-102351).
**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 year ended
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 year ended
December 31, 1992, Commission File No. 1-102351).
**10.13 1996 Stock Plan for Officers of IDEX (incorporated by
reference to Exhibit No. 4.4 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).
**10.14(b) Second Amended and Restated IDEX Corporation Directors
Deferred Compensation Plan, dated December 16, 1997.
**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, Registrant No. 333-18643, as filed on
December 23, 1996).
*13 1997 Annual Report to Shareholders of IDEX.
*21 Subsidiaries of IDEX.
*24 Consent of Deloitte & Touche LLP.
*27 Financial Data Schedule.
Revolving Credit Facility, dated as of September 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.
14