<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1995
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
incorporation or organization Identification No.)
630 Dundee Road
Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 498-7070
______________________________________________________________________
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No___
Number of shares of common stock of IDEX Corporation ("IDEX" or the "Company")
outstanding as of July 28, 1995: 19,118,193 shares.
Documents Incorporated by Reference: None.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
IDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
----------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................. $ 2,855 $ 6,288
Receivables - net......................... 71,422 59,392
Inventories............................... 89,598 78,105
Deferred taxes............................ 6,154 6,304
Other current assets...................... 2,548 1,268
-------- --------
Total current assets..................... 172,577 151,357
Property, plant and equipment - net........ 73,602 66,241
Intangible assets - net.................... 166,911 148,834
Other noncurrent assets.................... 4,252 4,664
-------- --------
Total assets............................ $417,342 $371,096
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable.................... $ 37,120 $ 34,558
Dividends payable......................... 2,676 2,671
Accrued expenses.......................... 35,258 32,121
-------- --------
Total current liabilities............... 75,054 69,350
Long-term debt............................. 189,645 168,166
Other noncurrent liabilities............... 17,214 17,275
-------- --------
Total liabilities....................... 281,913 254,791
-------- --------
Shareholders' equity
Common stock, par value $.01 per share;
Shares authorized: 50,000,000
Shares issued and outstanding:
1995: 19,116,843
1994: 19,078,671.......................
191 191
Additional paid-in capital................ 85,636 84,943
Retained earnings......................... 51,223 33,490
Accumulated translation adjustment........ (1,621) ( 2,319)
-------- --------
Total shareholders' equity............... 135,429 116,305
-------- --------
Total liabilities and shareholders'
equity................................. $417,342 $371,096
======== ========
</TABLE>
_________________________
See Notes to Consolidated Financial Statements
1
<PAGE> 3
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Second Quarter Ended June 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Net sales................................ $127,203 $93,559
Operating costs and expenses:
Cost of sales........................... 78,030 57,402
Selling, general and administrative..... 24,976 19,799
Goodwill amortization................... 1,050 679
------- -------
Income from operations................... 23,147 15,679
Other income - net....................... 41 121
Interest expense......................... 3,941 3,113
------- -------
Income before income taxes............... 19,247 12,687
Provision for income taxes............... 6,928 4,509
------- -------
Net income............................... $12,319 $ 8,178
======= =======
Earnings per common share................ $ .63 $ .42
======= =======
Weighted average common shares
outstanding............................. 19,701 19,563
======= =======
</TABLE>
_________________________
See Notes to Consolidated Financial Statements.
2
<PAGE> 4
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Net sales................................ $243,783 $179,433
Operating costs and expenses:
Cost of sales........................... 149,537 109,886
Selling, general and administrative..... 48,615 38,781
Goodwill amortization................... 2,010 1,233
-------- --------
Income from operations................... 43,621 29,533
Other income - net. ..................... 50 204
Interest expense......................... 7,607 5,746
-------- --------
Income before income taxes............... 36,064 23,991
Provision for income taxes............... 12,983 8,466
-------- --------
Net income............................... $ 23,081 $ 15,525
======== ========
Earnings per common share................ $ 1.17 $ .79
======== ========
Weighted average common shares
outstanding............................ 19,652 19,553
======== ========
</TABLE>
_________________________
See Notes to Consolidated Financial Statements.
3
<PAGE> 5
IDEX CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
(In thousands)
<TABLE>
<CAPTION>
Shareholders' Equity
--------------------------------------------
Additional Accumulated
Common Paid-In Retained Translation
Stock Capital Earnings Adjustment
------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
Balance:
December 31, 1994........ $191 $84,943 $ 33,490 $(2,319)
Stock options exercised... 693
Unrealized translation
adjustment............... 698
Cash dividends on common
stock ($.28 per share)... ( 5,348)
Net income................ 23,081
---- ------- -------- -------
Balance:
June 30, 1995............ $191 $85,636 $ 51,223 $(1,621)
(unaudited) ==== ======= ======== =======
</TABLE>
_________________________
See Notes to Consolidated Financial Statements.
4
<PAGE> 6
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income..................................... $ 23,081 $15,525
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation.................................. 5,681 4,619
Amortization of intangibles................... 2,537 1,652
Amortization of debt issuance expenses........ 312 318
Increase in receivables....................... ( 8,443) ( 4,762)
(Increase) decrease in inventories............ ( 8,114) 479
Increase in trade accounts payable............ 1,386 3,676
Increase (decrease) in accrued expenses....... 2,016 ( 528)
(Increase) decrease in deferred taxes......... 150 ( 736)
Other transactions - net...................... 274 952
------- ------
Net cash flows from operating activities..... 18,880 21,195
------- ------
Cash Flows From Investing Activities:
Additions to property, plant and equipment..... ( 5,539) ( 4,194)
Acquisition of business (net of cash acquired). (32,905) (91,553)
------- -------
Net cash flows from investing activities...... (38,444) (95,747)
------- -------
Cash Flows From Financing Activities:
Dividends paid................................. ( 5,348)
Net borrowings of long-term debt............... 21,500 74,000
Increase (decrease) in accrued interest........ ( 21) 446
------- -------
Net cash flows from financing activities...... 16,131 74,466
------- -------
Net decrease in cash............................ ( 3,433) ( 86)
Cash and cash equivalents at beginning of period 6,288 3,513
------- -------
Cash and cash equivalents at end of period...... $ 2,855 $ 3,427
======= -------
</TABLE>
Supplemental Disclosure of Cash Flow Information
<TABLE>
<S> <C> <C>
Cash paid during the period for:
Interest....................................... $ 7,192 $4,835
Taxes (including foreign)...................... 10,913 7,016
</TABLE>
_________________________
See Notes to Consolidated Financial Statements.
5
<PAGE> 7
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Acquisition
Pursuant to the requirements of the Securities and Exchange Commission,
the January 22, 1988 Acquisition of the initial six businesses comprising IDEX
Corporation ("IDEX" or the "Company") was not accounted for as a purchase
transaction. Consequently, the accounting for the acquisition does not reflect
any adjustment of the carrying value of the assets and liabilities to their
fair values at the time of the acquisition. Accordingly, the shareholders'
equity of IDEX at June 30, 1995 and December 31, 1994 includes a charge of
$96.5 million, which represents the excess of the purchase price over the book
value of the subsidiaries purchased at the date of the acquisition.
2. (a) Significant Accounting Policies
In the opinion of management, the unaudited information presented as of
June 30, 1995 and for the second quarter and six months ended June 30, 1995 and
1994 reflects all adjustments necessary, which consist only of normal recurring
adjustments, for a fair presentation of the interim periods.
(b) Earnings Per Share
Earnings per share is computed by dividing net income by the weighted
average number of shares of common stock and common stock equivalents
outstanding during the period. Common stock equivalents, in the form of stock
options, have been included in the calculation of weighted average shares
outstanding under the treasury stock method.
3. Inventories
The components of inventories as of June 30, 1995 and December 31, 1994
were: (000's omitted)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
Inventories
Raw materials and supplies $11,848 $ 9,430
Work in process 10,557 10,648
Finished goods 67,193 58,027
------- -------
Totals $89,598 $78,105
======= =======
</TABLE>
Those inventories which were carried on a LIFO basis amounted to $47,944
and $41,499 at June 30, 1995 and December 31, 1994, respectively. The excess
of current cost over LIFO inventory value and the impact on earnings of using
the LIFO method are not material.
4. Common and Preferred Stock
All share and per-share data has been restated to reflect the
three-for-two stock split effected in the form of a 50% dividend paid in
January 1995.
The Company had five million shares of preferred stock authorized
but unissued at June 30, 1995 and December 31, 1994.
5. Acquisition
On May 2, 1995, Micropump, Inc. ("Micropump"), a newly formed subsidiary
of IDEX, acquired for approximately $33 million the net assets of Micropump
Corporation, a manufacturer of small, precision-engineered, magnetically
driven pumps. Micropump's products are used in a variety of industrial,
medical and electronics applications where extremely accurate but very low flow
output is necessary. The acquisition, which is not material to IDEX, has been
accounted for using the purchase method of accounting and financed through a
$33 million borrowing under the Credit Agreement.
6
<PAGE> 8
Company and Business Group Financial Information
(000's omitted)
<TABLE>
<CAPTION>
For the Second Quarter Ended June 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Fluid Handling Group (1)
Net sales............................... $ 91,426 $63,267
Income from operations.................. 19,761 13,152
Operating margin........................ 21.6% 20.8%
Depreciation and amortization (3)....... $ 3,423 $ 2,507
Capital expenditures.................... 2,258 2,096
Industrial Products Group (1)
Net sales............................... $ 35,870 $30,393
Income from operations.................. 5,822 4,553
Operating margin........................ 16.2% 15.0%
Depreciation and amortization (3)....... $ 722 $ 754
Capital expenditures.................... 1,024 490
Company (2)
Net sales............................... $127,203 $93,559
Income from operations.................. 23,147 15,679
Operating margin........................ 18.2% 16.8%
Depreciation and amortization (3)....... $ 4,160 $ 3,273
Capital expenditures.................... 3,283 2,636
</TABLE>
(1) Income from operations excludes net unallocated corporate
operating expenses.
(2) Includes the operations of the two business groups in
addition to corporate operating expenses and inter-group
eliminations.
(3) Excludes amortization of debt issuance expenses.
7
<PAGE> 9
Company and Business Group Financial Information
(000's omitted)
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Fluid Handling Group (1)
Net sales............................... $172,953 $119,818
Income from operations.................. 36,668 24,583
Operating margin........................ 21.2% 20.5%
Depreciation and amortization (3)....... $ 6,625 $ 4,753
Capital expenditures.................... 3,599 3,264
Industrial Products Group (1)
Net sales............................... $ 71,030 $ 59,785
Income from operations.................. 11,712 8,711
Operating margin........................ 16.5% 14.6%
Depreciation and amortization (3)....... $ 1,563 $ 1,492
Capital expenditures.................... 1,919 880
Company (2)
Net sales............................... $243,783 $179,433
Income from operations.................. 43,621 29,533
Operating margin........................ 17.9% 16.5%
Depreciation and amortization (3)....... $ 8,218 $ 6,271
Capital expenditures.................... 5,539 4,194
</TABLE>
(1) Income from operations excludes net unallocated corporate
operating expenses.
(2) Includes the operations of the two business groups in
addition to corporate operating expenses and inter-group
eliminations.
(3) Excludes amortization of debt issuance expenses.
8
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Historical Overview and Outlook
IDEX sells a broad range of fluid handling and industrial products to a
diverse customer base in the United States and internationally. Accordingly,
IDEX's businesses are generally affected by levels of industrial activity and
economic conditions in the United States and in those other countries where its
products are sold and, to some extent, by the relationship of the dollar to
other currencies. Among the factors that affect the demand for IDEX's products
are interest rates, levels of capital spending by industry and overall
industrial growth.
IDEX again achieved record sales, net income and earnings per common share
in the second quarter of 1995. Sales increased 36%, net income rose 51% and
earnings per share were up 50% compared to the second quarter of 1994. These
improvements resulted from higher shipping volumes in base businesses and
inclusion of recently acquired businesses (Hale Products in May 1994 and
Micropump in May 1995).
While business conditions remained very good in the second quarter of 1995,
as expected, the rate of increase in year-over-year orders was lower than in
the first quarter. Incoming orders in the second quarter of 1995 increased 24%
over the same quarter of 1994, with orders in recently acquired businesses
accounting for about three-quarters of the increase. The Company was able to
reduce backlogs at June 30, 1995 to about 1.6 months' sales from 1.8 months'
sales at the end of the first quarter. The Company operates with relatively
low order backlogs in an effort to provide superior customer service. Any
decline in orders would have an immediate effect on sales and profits.
IDEX expects to achieve record sales and earnings in 1995. The quarterly
results for the second half of 1995 are expected to be above the same period of
1994, but are unlikely to match the exceptional second quarter results given
the state of the industrial economy, the traditionally slower activity levels,
especially in Europe, during the summer months and the fact that results of
Hale Products were in the base for the last half of 1994.
9
<PAGE> 11
Results of Operations
For purposes of this discussion and analysis section, reference is made to
the tables set forth on the preceding pages 7 and 8 and the Company's
Statements of Consolidated Operations included in the Financial Statement
section. IDEX consists of two business segments: Fluid Handling and
Industrial Products.
Performance in the Second Quarter Ended June 30, 1995 Compared to 1994
Sales, net income and earnings per common share were at record levels in
the three months ended June 30, 1995. Incoming orders rose 24% over the second
quarter of the prior year, with the Company's base businesses contributing
about one quarter of the increase and the inclusion of recently acquired
businesses adding the other three quarters.
Second quarter 1995 consolidated net sales of $127.2 million increased
$33.6 million, or 36%, from the comparable period in 1994 with about half of
the increase coming from the nine businesses in the Company's base last year
and the other half resulting from inclusion of recent acquisitions. Fluid
Handling Group sales of $91.4 million increased $28.2 million, or 45%, with
two-thirds of the increase due to the inclusion of recently acquired businesses
and the other third reflecting increased sales of base businesses in the Group.
Sales in the Industrial Products Group of $35.9 million increased $5.5 million,
or 18%, from the prior year.
Income from operations increased 48% to $23.1 million in the second quarter
of 1995 from $15.7 million in the second quarter of 1994. In the Fluid
Handling Group, income from operations increased 50% to $19.8 million in the
second quarter of 1995 from $13.2 million in the comparable 1994 quarter.
Operating margins for the Group improved to 21.6% in the current quarter from
20.8% in the same quarter a year ago. The margin change resulted principally
from volume-related gains with improved business conditions. Income from
operations in the Industrial Products Group of $5.8 million and operating
margins of 16.2% in the second quarter of 1995 were higher than income from
operations of $4.6 million and operating margins of 15.0% in the comparable
quarter of 1994 due to volume-related improvements.
Interest expense increased to $3.9 million in the second quarter of 1995
from $3.1 million in the comparable 1994 period principally due to increased
borrowings under the Credit Agreement following the acquisition of Hale
Products and Micropump.
The provision for income taxes increased to $6.9 million in the second
quarter of 1995 from $4.5 million in the second quarter of 1994. The effective
tax rate increased to 36.0% in the current quarter from 35.5% a year ago
primarily due to the non-deductibility of goodwill amortization associated with
the 1994 purchase of Hale Products.
Net income of $12.3 million in the second quarter of 1995 was 51% higher
than the $8.2 million recorded in the 1994 period. Earnings per common share
amounted to $.63 in the current quarter, which was 50% higher than the $.42
recorded in the second quarter of 1994.
All share and per share data has been restated to reflect the three-for-two
stock split effected in the form of a 50% stock dividend in January 1995.
10
<PAGE> 12
Performance in the Six Months Ended June 30, 1995 Compared to 1994
Sales, net income and earnings per common share were at record levels in
the six months ended June 30, 1995. Incoming orders rose 12% in the
Company's base businesses and the inclusion of recently acquired businesses
added another 21% over the first six months of the prior year.
Six month 1995 consolidated net sales of $243.8 million increased $64.4
million, or 36%, from the comparable period in 1994, with sales improvements in
the Company's base businesses accounting for 16% of the rise and acquisitions
accounting for the other 20%. Fluid Handling Group sales of $173.0 million
increased $53.1 million, or 44%, with about two-thirds of the increase due to
the inclusion of recently acquired businesses and the other third resulting
from improved sales activity at base businesses. Sales in the Industrial
Products Group of $71.0 million increased $11.2 million, or 19%, due to
increased demand for products manufactured by the Group.
Income from operations increased 48% to $43.6 million in the first half of
1995 from $29.5 million in the same period of 1994. In the Fluid Handling
Group, income from operations increased 49% to $36.7 million in the first half
of 1995 from $24.6 million in the comparable 1994 period as operating margins
improved to 21.2% from 20.5% in the same period a year ago. The margin change
resulted principally from volume-related gains with improving business
conditions. Income from operations in the Industrial Products Group of $11.7
million and operating margins of 16.5% in the first six months of 1995 were
sharply higher than income from operations of $8.7 million and operating
margins of 14.6% in the comparable period of 1994 due to volume-related
improvements.
Interest expense increased to $7.6 million in the first six months of 1995
from $5.7 million in the comparable 1994 period principally due to increased
borrowings under the Credit Agreement from the acquisition of Hale Products
and Micropump.
The provision for income taxes increased to $13.0 million in the first half
of 1995 from $8.5 million in the comparable period of 1994. The effective tax
rate increased to 36.0% in the current six months from 35.3% a year ago
primarily due to the non-deductibility of goodwill amortization associated with
the 1994 purchase of Hale Products.
Net income of $23.1 million in the first half of 1995 was 49% higher than
the $15.5 million recorded in the 1994 period. Earnings per common share
amounted to $1.17 in the current six months, which was 48% higher than the $.79
recorded in 1994.
All share and per share data has been restated to reflect the three-for-two
stock split effected in the form of a 50% stock dividend paid in January 1995.
11
<PAGE> 13
Liquidity and Capital Resources
On June 30, 1995, IDEX's working capital was $97.5 million and its current
ratio was 2.3 to 1. Internally generated funds were adequate to fund capital
expenditures of $5.5 million and $4.2 million for the six months ended June 30,
1995 and 1994, respectively. These expenditures were primarily for machinery
and equipment acquired to improve productivity, with a portion for repair and
replacement of equipment and facilities. Management believes that IDEX has
ample capacity in its plant and equipment to meet expected needs for future
growth in the intermediate term. During the six months ended June 30, 1995 and
1994, depreciation and amortization expense, excluding amortization of debt
issuance expenses, was $8.2 million and $6.3 million, respectively.
At June 30, 1995, the maximum amount available under the Credit Agreement
was $150 million, of which $112 million was being used and $38 million was
available. The availability under the Credit Agreement declines in stages from
$150 million to $135 million at December 31, 1995, to $115 million at
December 31, 1996, and to $100 million on December 31, 1997. Any amount
outstanding at June 30, 1999 becomes due at that date. Interest is payable
quarterly on the outstanding balance at the Bank Agent's reference rate, or at
rates applicable to certain dollar deposits in the interbank Eurodollar
market plus 75 basis points.
IDEX believes it will generate sufficient cash flow from operations to meet
its operating requirements, scheduled amortization payments under the Credit
Agreement, interest and principal payments on the Senior Subordinated Notes,
approximately $16 million of expected aggregate capital expenditures in 1995
and $11 million of annual dividend payments to holders of common stock. From
commencement of operations in January, 1988 until June 30, 1995, IDEX borrowed
$240 million under the Credit Agreement to complete eight acquisitions. During
this same period, IDEX generated, principally from operations, cash flow of
$218 million to reduce its indebtedness. In the event that suitable businesses
or assets are available for acquisition by IDEX upon terms acceptable to the
Board of Directors, IDEX may obtain all or a portion of the financing for the
acquisitions through the incurrence of additional long-term indebtedness.
On May 2, 1995, Micropump, Inc., a newly formed subsidiary of IDEX,
acquired the net assets of Micropump Corporation, a leading producer of very
small magnetically driven gear pumps used in a variety of industrial, medical
and technical applications where extremely accurate but very low flow output is
necessary. With headquarters and principal manufacturing facilities in
Vancouver, Washington, Micropump also has operations in St. Neots, England.
Micropump's annual sales are in the $25 million range. The acquisition has
been accounted for using the purchase method of accounting and was financed
through a $33 million borrowing under the bank revolving Credit Agreement.
12
<PAGE> 14
Part II. Other Information
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. Not Applicable.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed in the accompanying "Exhibit Index"
are filed as part of this report.
(b) Reports on Form 8-K
There have been no reports on Form 8-K filed during the
quarter for which this report is filed.
13
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized in the capacity and on the date
indicated.
IDEX CORPORATION
July 28, 1995 /s/ Wayne P. Sayatovic
------------------------
Wayne P. Sayatovic
Senior Vice President-
Finance, Chief Financial
Officer and Secretary
(Duly Authorized and Principal
Financial Officer)
14
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<S> <C> <C>
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 (incorporated by reference to Exhibit No. 3.2 to
Amendment No. 1 to the Registration Statement on Form
S-1 of IDEX Corporation, Registration No. 33-28317, as
filed on June 1, 1989).
3.2 Amended and Restated Bylaws of IDEX (incorporated by
reference to Exhibit No. 3.2 to Post-Effective Amendment
No. 2 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed
on July 17, 1989).
3.2(a) Amended and Restated Article III, Section 13 of the Amended
and Restated Bylaws of IDEX (incorporated by reference to
Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-1 of IDEX Corporation, et
al., Registration No. 33-21205, as filed on
February 12, 1990).
4.1 Restated Certificate of Incorporation and Bylaws of IDEX
(filed as Exhibits 3.1 through 3.2a).
4.2 Indenture, dated as of September 15, 1992, among IDEX, the
Subsidiaries and The Connecticut National Bank, as Trustee,
relating to the 9-3/4 Senior Subordinated Notes of IDEX due
2002 (incorporated by reference to Exhibit 4.2 to the Annual
Report of IDEX on Form 10-K for the fiscal year ending
December 31, 1992, Commission File No. 1-10235).
4.3 Specimen Senior Subordinated Note of IDEX (including
specimen Guarantee) (incorporated by reference to Exhibit
4.3 to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1992, Commission File No. 1-10235).
4.4 Specimen Certificate of Common Stock (incorporated by
reference to Exhibit 4.3 to the Registration Statement on
Form S-2 of IDEX Corporation, et al., Registration No.
33-42208, as filed on September 16, 1991).
10.1 Second Amended and Restated Credit Agreement dated as of
January 29, 1993 among IDEX, various banks named therein
and Continental Bank N.A., as Agent (incorporated by
reference to Exhibit 10.1 to the Annual Report of IDEX on
Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-10235).
10.1(a) First Amendment dated as of May 23, 1994 to Second Amended
and Restated Credit Agreement dated as of January 29, 1993
by and among IDEX Corporation, various banks named therein
and Continental Bank N.A. as agent (incorporated by
reference to exhibit 10.18 to the Quarterly Report of IDEX
on Form 10-Q for the quarter ended June 30, 1994, Commission
File No. 1-10235).
</TABLE>
E-1
<PAGE> 17
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<S> <C> <C>
10.1(b) Second Amendment dated as of October 24, 1994, to
Second Amended and Restated Credit Agreement dated
as of January 29, 1993, by and among IDEX
Corporation, as borrower and Bank of America
Illinois (formerly known as Continental Bank N.A.),
as a Bank and as agent, and the other banks signatory
thereto (incorporated by reference to exhibit 10.1(b)
to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1994, commission file
number 1-10235).
10.1(c) Third Amendment dated as of February 28, 1995, to
Second Amended and Restated Credit Agreement dated as
of January 29, 1993, by and among IDEX Corporation,
as borrower and Bank of America Illinois (incorporated
by reference to exhibit 10.1(c) to the Quarterly
Report of IDEX on Form 10-Q for the quarter ended
March 31, 1995, commission file number 1-10235).
10.2 Pledge Agreement, dated January 22, 1988, between IDEX
and the Bank Agent (incorporated by reference to
Exhibit No. 10.3 to Registration Statement on Form S-1
of IDEX Corporation, et al., Registration No. 33-21205,
as filed on April 21, 1988).
10.3 Guaranty Agreement, dated January 22, 1988, between
each of the Guarantors named therein and the Bank Agent
(incorporated by reference to Exhibit No. 10.4 to the
Registration Statement on Form S-1 of IDEX Corporation,
et al., Registration No. 33-21205, as filed on April
21, 1988).
10.3(a) Guaranty Agreement, dated May 7, 1991, by CIC Acquisition
Corporation in favor of the Bank Agent (incorporated by
reference to Exhibit No. 10.3(a) to the Registration
Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-50220, as filed on July 29, 1992).
10.3(b) Guaranty Agreement, dated May 4, 1992, by PLF Acquisition
Corporation and MCL Acquisition Corporation in favor of
the Bank Agent (incorporated by reference to Exhibit No.
10.3(b) to the Registration Statement on Form S-1 of
IDEX Corporation, et al., Registration No. 33-50220, as
filed on July 29, 1992).
10.3(c) Guaranty Agreement, dated October 24, 1994, executed by
Hale Products, Inc. in favor of the Bank Agent
(incorporated by reference to exhibit 10.3(c) to the
Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1994, commission file number
1-10235).
10.4 Inter-Guarantor Agreement, dated as of January 22, 1988,
among the Subsidiaries named therein and the Bank Agent
(incorporated by reference to Exhibit 4.8 to the
Registration Statement on Form S-1 of IDEX Corporation,
et al., Registration No. 33-21205, as filed on April
21, 1988).
</TABLE>
E-2
<PAGE> 18
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<S> <C> <C>
10.4(a) First Amendment to Inter-Guarantor Agreement, dated as of May 7,
1991, among IDEX Corporation and the Subsidiaries named therein
(incorporated by reference to Exhibit No. 10.6(a) to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No.
33-50220, as filed on July 29, 1992).
10.4(b) Second Amendment to Inter-Guarantor Agreement, dated as of
October 24, 1994, by and among IDEX Corporation and the
subsidiaries named therein (incorporated by reference to exhibit
10.4(b) to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1994, commission file number 1-10235).
**
10.5 Amended and Restated Employment Agreement between IDEX
Corporation and Donald N. Boyce, dated as of January 22, 1988
(incorporated by reference to Exhibit No. 10.15 to Amendment No. 1
to the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
**
10.5(a) First Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Donald N. Boyce, dated
as of January 13, 1993 (incorporated by reference to Exhibit 10.5(a)
to the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1992, Commission File No. 1-10235).
**
10.5(b) Second Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Donald N. Boyce, dated
as of September 27, 1994 (incorporated by reference to exhibit
10.5(b) to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1994, commission file number 1-10235).
**
10.6 Amended and Restated Employment Agreement between IDEX
Corporation and Wayne P. Sayatovic, dated as of January 22, 1988
(incorporated by reference to Exhibit No. 10.17 to Amendment No. 1
to the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
**
10.6(a) First Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Wayne P. Sayatovic,
dated as of January 13, 1993 (incorporated by reference to Exhibit
10.7(a) to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1992, Commission File No. 1-10235).
**
10.6(b) Second Amendment to the Amended and Restated Employment
Agreement between IDEX Corporation and Wayne P. Sayatovic,
dated as of September 27, 1994 (incorporated by reference to exhibit
10.6(b) to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1994, commission file number 1-10235).
**
10.7 Employment Agreement between IDEX Corporation and Frank J.
Hansen dated as of August 1, 1994 (incorporated by reference to
Exhibit No. 10.7 to the Quarterly Report of IDEX on Form 10-Q for
the quarter ended September 30, 1994, Commission File No. 1-
10235).
</TABLE>
E-3
<PAGE> 19
[CAPTION]
<TABLE>
Exhibit
Number Description Page
------- ----------- ----
<S> <C> <C>
**
10.7(a) First Amendment to the Employment Agreement between IDEX
Corporation and Frank J. Hansen, dated as of September 27, 1994
(incorporated by reference to exhibit 10.7(a) to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31, 1994,
commission file number 1-10235).
**
10.8 Employment Agreement between IDEX Corporation and Jerry N.
Derck, dated as of September 27, 1994 (incorporated by reference to
exhibit 10.8 to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1994, commission file number 1-10235).
**
10.9 Management Incentive Compensation Plan (incorporated by reference
to Exhibit No. 10.21 to Amendment No. 1 to the Registration
Statement on Form S-1 of IDEX Corporation, Registration No. 33-
28317, as filed on June 1, 1989).
**
10.10 Form of Indemnification Agreement (incorporated by reference to
Exhibit No. 10.23 to the Registration Statement on Form S-1 of IDEX
Corporation, Registration No. 33-28317, as filed on April 26, 1989).
**
10.11 Form of Shareholder Purchase and Sale Agreement (incorporated by
reference to Exhibit No. 10.24 to Amendment No. 1 to the
Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on June 1, 1989).
**
10.12 Revised Form of IDEX Corporation Stock Option Plan for Outside
Directors (incorporated by reference to Exhibit No. 10.22(a) to Post-
Effective Amendment No. 4 to the Registration Statement on Form
S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed
on March 2, 1990).
**
10.13 Amendment to the IDEX Corporation Stock Option Plan for Outside
Directors adopted by resolution of the Board of Directors dated as of
January 28, 1992 (incorporated by reference to Exhibit 10.21(a) of the
Annual Report of IDEX on Form 10-K for the fiscal year ended
December 31, 1991, Commission File No. 1-10235).
**
10.14 Non-Qualified Stock Option Plan for Non-Officer Key Employees of
IDEX Corporation (incorporated by reference to Exhibit 10.15 to the
Annual Report of IDEX on Form 10-K for the fiscal year ending
December 31, 1992, Commission File No. 1-102351).
**
10.15 Non-Qualified Stock Option Plan for Officers of IDEX Corporation
(incorporated by reference to Exhibit 10.16 to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-102351).
**
10.16 IDEX Corporation Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.17 to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-102351).
</TABLE>
E-4
<PAGE> 20
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<S> <C> <C>
10.17 Stock Purchase Agreement, dated as of May 6, 1994 by and
among HPI Acquisition Corp., HFP Partners, L., HMTC
Partners L.P., the persons listed on Schedule A and Hale
Products, Inc. (incorporated by reference to Exhibit 10.17
to the Quarterly Report of IDEX on Form 10-Q for the quarter
ended June 30, 1994, Commission File No. 1-10235).
*27 Financial Data Schedule
</TABLE>
------------------
* Filed herewith.
** Management contract or compensatory plan or arrangement.
E-5
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 2,855
<SECURITIES> 0
<RECEIVABLES> 73,833
<ALLOWANCES> 2,411
<INVENTORY> 89,598
<CURRENT-ASSETS> 172,577
<PP&E> 199,868
<DEPRECIATION> 126,266
<TOTAL-ASSETS> 417,342
<CURRENT-LIABILITIES> 75,054
<BONDS> 75,000
<COMMON> 191
0
0
<OTHER-SE> 135,238
<TOTAL-LIABILITY-AND-EQUITY> 417,342
<SALES> 243,783
<TOTAL-REVENUES> 243,783
<CGS> 149,537
<TOTAL-COSTS> 200,162
<OTHER-EXPENSES> (50)
<LOSS-PROVISION> 718
<INTEREST-EXPENSE> 7,607
<INCOME-PRETAX> 36,064
<INCOME-TAX> 12,983
<INCOME-CONTINUING> 23,081
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,081
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 0
</TABLE>
