<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 September 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 November 6, 1995: 19,126,224 shares.
Documents Incorporated by Reference: None.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
IDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------------
(in thousands)
September 30, December 31,
1995 1994
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................. $ 3,227 $ 6,288
Receivables - net......................... 64,040 59,392
Inventories............................... 91,796 78,105
Deferred taxes............................ 6,071 6,304
Other current assets...................... 2,664 1,268
-------- --------
Total current assets..................... 167,798 151,357
Property, plant and equipment - net........ 74,723 66,241
Intangible assets - net.................... 165,323 148,834
Other noncurrent assets.................... 4,207 4,664
-------- --------
Total assets............................ $412,051 $371,096
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable.................... $ 36,519 $ 34,558
Dividends payable......................... 2,677 2,671
Accrued expenses.......................... 33,468 32,121
-------- --------
Total current liabilities............... 72,664 69,350
Long-term debt............................. 179,061 168,166
Other noncurrent liabilities............... 17,455 17,275
-------- --------
Total liabilities....................... 269,180 254,791
-------- --------
Shareholders' equity
Common stock, par value $.01 per share;
Shares authorized: 50,000,000
Shares issued and outstanding:
1995: 19,125,474
1994: 19,078,671....................... 191 191
Additional paid-in capital................ 85,781 84,943
Retained earnings......................... 59,227 33,490
Accumulated translation adjustment........ (2,328) ( 2,319)
-------- --------
Total shareholders' equity............... 142,871 116,305
-------- --------
Total liabilities and shareholders'
equity................................. $412,051 $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 Third Quarter Ended September 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Net sales................................ $116,807 $106,975
Operating costs and expenses:
Cost of sales........................... 71,910 66,340
Selling, general and administrative..... 23,414 22,020
Goodwill amortization................... 1,114 941
------- -------
Income from operations................... 20,369 17,674
Other income - net....................... 218 197
Interest expense......................... 4,061 3,982
------- -------
Income before income taxes............... 16,526 13,889
Provision for income taxes............... 5,845 5,039
------- -------
Net income............................... $10,681 $ 8,850
======= =======
Earnings per common share................ $ .54 $ .45
======= =======
Weighted average common shares
outstanding............................. 19,841 19,583
======= =======
</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 Nine Months Ended September 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Net sales................................ $360,590 $286,408
Operating costs and expenses:
Cost of sales........................... 221,447 176,226
Selling, general and administrative..... 72,029 60,801
Goodwill amortization................... 3,124 2,175
------- -------
Income from operations................... 63,990 47,206
Other income - net. ..................... 268 402
Interest expense......................... 11,668 9,728
------- -------
Income before income taxes............... 52,590 37,880
Provision for income taxes............... 18,828 13,505
------- -------
Net income............................... $33,762 $ 24,375
======= ========
Earnings per common share................ $ 1.71 $ 1.25
======= ========
Weighted average common shares
outstanding............................. 19,713 19,551
======= =======
</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 $(2,319)
Stock options exercised... 838
Unrealized translation
adjustment............... ( 9)
Cash dividends on common
stock ($.42 per share)... ( 8,025)
Net income................ 33,762
---- ------- -------- -------
Balance:
September 30, 1995....... $191 $85,781 $ 59,227 $(2,328)
(unaudited) ==== ======= ======== =======
</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 Nine Months Ended September 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income........................................ $ 33,762 $ 24,375
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation..................................... 8,616 7,390
Amortization of intangibles...................... 3,963 2,830
Amortization of debt issuance expenses........... 467 478
Increase in receivables.......................... ( 1,061) ( 8,186)
(Increase) decrease in inventories............... (10,312) 269
Increase in trade accounts payable............... 785 4,123
Increase (decrease) in accrued expenses.......... 225 ( 1,710)
(Increase) decrease in deferred taxes............ 232 ( 1,663)
Other transactions - net......................... ( 108) 933
------- ------
Net cash flows from operating activities........ 36,569 31,627
------- ------
Cash Flows From Investing Activities:
Additions to property, plant and equipment........ ( 9,601) ( 6,910)
Acquisition of business (net of cash acquired).... (32,905) (91,553)
------- -------
Net cash flows from investing activities......... (42,506) (98,463)
------- -------
Cash Flows From Financing Activities:
Dividends paid.................................... ( 8,019)
Net borrowings of long-term debt.................. 12,500 68,000
Decrease in accrued interest...................... ( 1,605) ( 962)
------- -------
Net cash flows from financing activities......... 2,876 67,038
------- -------
Net increase (decrease) in cash.................... ( 3,061) 202
Cash and cash equivalents at beginning of period... 6,288 3,513
------- -------
Cash and cash equivalents at end of period......... $ 3,227 $ 3,715
======= ========
<CAPTION>
Supplemental Disclosure of Cash Flow Information
<S> <C> <C>
Cash paid during the period for:
Interest.......................................... $ 12,621 $ 10,022
Taxes (including foreign)......................... 16,859 10,926
</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 September 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
September 30, 1995 and for the third quarter and nine months ended September
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 September 30, 1995 and December 31,
1994 were: (000's omitted)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Inventories
Raw materials and supplies $12,543 $ 9,430
Work in process 10,780 10,648
Finished goods 68,473 58,027
------- -------
Totals $91,796 $78,105
======= =======
</TABLE>
Those inventories which were carried on a LIFO basis amounted to $49,256
and $41,499 at September 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.
6
<PAGE> 8
4. Common and Preferred Stock
All share and per-share data has been restated to reflect the
three-for-two stock split effected in the form of a 50% dividend paid in
January 1995.
The Company had five million shares of preferred stock authorized
but unissued at September 30, 1995 and December 31, 1994.
5. Acquisitions
On May 2, 1995 IDEX acquired the net assets of Micropump Corporation, a
leading producer of very small magnetically driven gear pumps used in a
variety of industrial, medical and technical applications where extremely
accurate but very low flow output is necessary. With headquarters and
principal manufacturing facilities in Vancouver, Washington, Micropump also
has operations in St. Neots, England. Micropump's annual sales are in the $25
million range. This acquisition was financed through a $33 million borrowing
under IDEX's bank revolving credit agreement (the "Domestic Credit Agreement").
On October 2, 1995 IDEX acquired the outstanding stock of LUKAS Hydraulik
GmbH, located in Erlangen, Germany, for the equivalent of approximately $35
million. LUKAS is a leading European manufacturer of emergency rescue tools,
railroad rerailing equipment and specialty hydraulic devices used in a variety
of worldwide markets, including fire and rescue, transportation, construction,
and process industries. The acquisition was financed through borrowings under
a new DM 52.5 million credit facility (the "German Credit Agreement") entered
into by LUKAS and guaranteed by IDEX effective October 2, 1995. The
availability under the German Credit Agreement declines in stages from DM 52.5
million to DM 31.3 million at November 1, 2000. Interest is payable quarterly
on the outstanding balance at LIBOR plus 100 basis points.
The Micropump acquisition was accounted for using the purchase method of
accounting as will the LUKAS acquisition when it is recorded in October. These
acquisitions are not material to the financial position or results of
operations of IDEX either individually or in the aggregate, and therefore,
proforma financial data is not presented.
7
<PAGE> 9
Company and Business Group Financial Information
(000's omitted)
<TABLE>
<CAPTION>
For the Third Quarter Ended September 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Fluid Handling Group (1)
Net sales............................... $ 85,130 $ 77,433
Income from operations.................. 16,649 15,015
Operating margin........................ 19.6% 19.4%
Depreciation and amortization (3)....... $ 3,561 $ 3,149
Capital expenditures.................... 1,439 1,258
Industrial Products Group (1)
Net sales............................... $ 31,739 $ 29,594
Income from operations.................. 5,328 4,617
Operating margin........................ 16.8% 15.6%
Depreciation and amortization (3)....... $ 785 $ 784
Capital expenditures.................... 2,644 1,447
Company (2)
Net sales............................... $116,807 $106,975
Income from operations.................. 20,369 17,674
Operating margin........................ 17.4% 16.5%
Depreciation and amortization (3)....... $ 4,361 $ 3,949
Capital expenditures.................... 4,062 2,716
</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, which are
classified as interest expense in the statements of consolidated
operations.
8
<PAGE> 10
Company and Business Group Financial Information
(000's omitted)
<TABLE>
<CAPTION>
For the Nine Months Ended September 30, 1995 1994
---- ----
(unaudited)
<S> <C> <C>
Fluid Handling Group (1)
Net sales............................... $258,083 $197,251
Income from operations.................. 53,317 39,598
Operating margin........................ 20.7% 20.1%
Depreciation and amortization (3)....... $ 10,186 $ 7,902
Capital expenditures.................... 5,038 4,522
Industrial Products Group (1)
Net sales............................... $102,769 $ 89,379
Income from operations.................. 17,040 13,328
Operating margin........................ 16.6% 14.9%
Depreciation and amortization (3)....... $ 2,348 $ 2,276
Capital expenditures.................... 4,563 2,327
Company (2)
Net sales............................... $360,590 $286,408
Income from operations.................. 63,990 47,206
Operating margin........................ 17.7% 16.5%
Depreciation and amortization (3)....... $ 12,579 $ 10,220
Capital expenditures.................... 9,601 6,910
</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, which are
classified as interest expense in the statements of consolidated
operations.
9
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Historical Overview and Outlook
IDEX sells a broad range of 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 achieved record third quarter and September year-to-date sales, net
income and earnings per common share in 1995.
IDEX expects modest improvements in worldwide industrial activity during
the next few quarters and has seen signs of renewed order activity following
the slower growth of the summer months. IDEX believes its fourth quarter
results are likely to be in the same range as the third quarter and a record
year is expected for 1995. IDEX businesses, while heavily dependent on
incoming orders, serve a broad cross section of industry with relatively
low-priced, proprietary products. Management believes that these facts,
together with the Company's leading market positions in its businesses, augur
well for the future. IDEX expects to continue it's improvement in sales and
earnings in 1996, emphasizing international development, market development,
new product introductions and strategic acquisitions.
Results of Operations
For purposes of this discussion and analysis section, reference is made to
the tables set forth on the preceding pages 8 and 9 and the Company's
Statements of Consolidated Operations included in the Financial Statement
section. IDEX consists of two business segments: Fluid Handling and
Industrial Products.
All share and per share data has been restated to reflect the three-for-two
stock split effected in the form of a 50% stock dividend in January 1995.
10
<PAGE> 12
Performance in the Third Quarter Ended September 30, 1995 Compared to 1994
Sales, net income and earnings per common share established records for the
third quarter ended September 30, 1995. Incoming orders were only slightly
above the comparable prior year quarter as a 4% decline in base business
bookings was offset by orders received by Micropump, a business acquired in May
1995.
Third quarter 1995 consolidated net sales of $116.8 million increased $9.8
million, or 9%, from the comparable period in 1994 with shipments in base
businesses improving by 4% and Micropump accounting for the other 5% of sales
gain. Fluid Handling Group sales of $85.1 million increased $7.7 million, or
10%, with 7% of the increase due to the inclusion of Micropump and 3%
reflecting increased sales of base businesses in the Group. Sales in the
Industrial Products Group of $31.7 million increased $2.1 million, or 7%, due
to increased demand.
Income from operations increased 15% to $20.4 million in the third quarter
of 1995 from $17.7 million in the third quarter of 1994. In the Fluid Handling
Group, income from operations increased 11% to $16.6 million in the third
quarter of 1995 from $15.0 million in the comparable 1994 quarter. Operating
margins for the Group increased slightly to 19.6% in the current quarter from
19.4% in the same quarter a year ago. Income from operations in the Industrial
Products Group of $5.3 million and operating margins of 16.8% in the third
quarter of 1995 were higher than income from operations of $4.6 million and
operating margins of 15.6% in the comparable quarter of 1994 primarily due to
volume-related improvements.
Interest expense at $4.1 million was virtually unchanged from the third
quarter of the prior year.
The provision for income taxes increased to $5.8 million in the third
quarter of 1995 from $5.0 million in the third quarter of 1994. The effective
tax rate increased slightly to 35.4% in the current quarter from 35.0% a year
ago.
Net income of $10.7 million in the third quarter of 1995 was 21% higher
than the $8.9 million recorded in the 1994 period. Earnings per common share
amounted to $.54 in the current quarter, up 20% from the $.45 recorded in the
third quarter of 1994.
11
<PAGE> 13
Performance in the Nine Months Ended September 30, 1995 Compared to 1994
Sales, net income and earnings per common share were at record levels in
the nine months ended September 30, 1995. New orders received in this period
were about $2 million less than shipments, and IDEX ended September with a very
typical 1.6 months' sales in backlog.
Nine month 1995 consolidated net sales of $360.6 million increased $74.2
million, or 26%, from the comparable period in 1994, with sales improvements in
the Company's base businesses accounting for approximately half of the rise and
acquisitions accounting for the other half. Fluid Handling Group sales of
$258.1 million increased $60.8 million, or 31%, with about two-thirds of the
increase due to the inclusion of recently acquired businesses and the other
third resulting from improved sales activity in base businesses. Sales in the
Industrial Products Group of $102.8 million increased $13.4 million, or 15%,
due to increased demand.
Income from operations increased 36% to $64.0 million in the first three
quarters of 1995 from $47.2 million in the same period of 1994. In the Fluid
Handling Group, September year to date income from operations increased 35% to
$53.3 million from $39.6 million in the comparable 1994 period as operating
margins improved to 20.7% from 20.1%. The margin change resulted principally
from improvement at base business units which was partially offset by somewhat
lower margins in recently acquired businesses and whose margins are further
affected by purchase accounting adjustments. Year to date income from
operations in the Industrial Products Group of $17.0 million and operating
margins of 16.6% in 1995 were sharply higher than income from operations of
$13.3 million and operating margins of 14.9% recorded in the comparable period
of 1994 due to volume-related improvements.
Interest expense increased to $11.7 million in the first nine months of
1995 from $9.7 million in the comparable 1994 period principally due to
increased borrowings under the Domestic Credit Agreement for the acquisition of
Hale Products and Micropump.
The provision for income taxes increased to $18.8 million in the three
quarters of 1995 from $13.5 million in the comparable period of 1994. The
effective tax rate increased slightly to 35.8% this year from 35.3% a year ago
primarily due to the non-deductibility of goodwill amortization associated with
the 1994 purchase of Hale Products.
September 1995 year to date net income of $33.8 million was 39% higher than
the $24.4 million recorded in the 1994 period. Earnings per common share
amounted to $1.71 in the current nine months, up 37% from the $1.25 recorded in
1994.
12
<PAGE> 14
Liquidity and Capital Resources
On September 30, 1995, IDEX's working capital was $95.1 million and its
current ratio was 2.3 to 1. Internally generated funds were adequate to fund
capital expenditures of $9.6 million and $6.9 million for the nine months ended
September 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 nine months ended
September 30, 1995 and 1994, depreciation and amortization expense, excluding
amortization of debt issuance expenses, was $12.6 million and $10.2 million,
respectively.
On May 2, 1995 IDEX acquired the net assets of Micropump Corporation, a
leading producer of very small magnetically driven gear pumps used in a
variety of industrial, medical and technical applications where extremely
accurate but very low flow output is necessary. With headquarters and
principal manufacturing facilities in Vancouver, Washington, Micropump also
has operations in St. Neots, England. Micropump's annual sales are in the $25
million range. This acquisition was financed through a $33 million borrowing
under IDEX's Domestic Credit Agreement.
On October 2, 1995 IDEX acquired the outstanding stock of LUKAS Hydraulik
GmbH, located in Erlangen, Germany, for the equivalent of approximately $35
million. LUKAS is a leading European manufacturer of emergency rescue tools,
railroad rerailing equipment and specialty hydraulic devices used in a variety
of worldwide markets, including fire and rescue, transportation, construction,
and process industries. The acquisition was financed through borrowings under
a new DM 52.5 million credit facility (the "German Credit Agreement") entered
into by LUKAS and guaranteed by IDEX effective October 2, 1995. The
availability under the German Credit Agreement declines in stages from DM 52.5
million to 31.3 million at November 1, 2000. Interest is payable quarterly on
the outstanding balance at LIBOR plus 100 basis points.
At September 30, 1995, the maximum amount available under the Domestic
Credit Agreement was $150 million, of which $103 million was being used. The
availability under the Domestic Credit Agreement is scheduled to decline in
stages from $150 million to $135 million at December 31, 1995, to $115 million
at December 31, 1996, and to $100 million at December 31, 1997. Any amount
outstanding at September 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, interest and scheduled amortization payments,prior
to maturity,under its Domestic and German Credit Agreements, interest and
principal payments on its 9-3/4% Senior Subordinated Notes, approximately $15
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 September 30, 1995, IDEX borrowed $240
million under the Domestic Credit Agreement to complete eight acquisitions.
During this same period, IDEX generated, principally from operations, cash flow
of $227 million to reduce its indebtedness. In the event that suitable
businesses or assets are available for acquisition by IDEX upon terms
acceptable to the Board of Directors, IDEX may obtain all or a portion of the
financing for the acquisitions
13
<PAGE> 15
through the incurrence of additional long-term indebtedness.
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.
14
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized in the capacity and on the date
indicated.
IDEX CORPORATION
November 6, 1995 /s/Wayne P. Sayatovic
------------------------------
Wayne P. Sayatovic
Senior Vice President-
Finance, Chief Financial
Officer and Secretary
(Duly Authorized and Principal
Financial Officer)
15
<PAGE> 17
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> 18
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <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 No. 1-10235).
10.1(c) Third Amendment dated as of February 28, 1995, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and among IDEX
Corporation, as borrower and Bank of America Illinois (incorporated by
reference to exhibit 10.1(c) to the Quarterly Report of IDEX on Form 10-Q
for the quarter ended March 31, 1995, Commission File No. 1-10235).
10.2 Pledge Agreement, dated January 22, 1988, between IDEX and the Bank Agent
(incorporated by reference to Exhibit No. 10.3 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-
21205, 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 No. 1-10235).
10.4 Inter-Guarantor Agreement, dated as of January 22, 1988, among the
Subsidiaries named therein and the Bank Agent (incorporated by reference
to Exhibit 4.8 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on April 21,
1988).
10.4(a) First Amendment to Inter-Guarantor Agreement, dated as of May 7, 1991,
among IDEX Corporation and the Subsidiaries named therein (incorporated by
reference to Exhibit No. 10.6(a) to the Registration Statement on Form S-1
of IDEX Corporation, et al., Registration No. 33-50220, as filed on July
29, 1992).
</TABLE>
E-2
<PAGE> 19
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C>
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
No. 1-10235).
**10.5 Amended and Restated Employment Agreement between IDEX Corporation and
Donald N. Boyce, dated as of January 22, 1988 (incorporated by reference
to Exhibit No. 10.15 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.5(a) First Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Donald N. Boyce, dated as of January 13, 1993
(incorporated by reference to Exhibit 10.5(a) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
**10.5(b) Second Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Donald N. Boyce, dated as of September 27, 1994
(incorporated by reference to exhibit 10.5(b) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1994, Commission File
No. 1-10235).
**10.6 Amended and Restated Employment Agreement between IDEX Corporation and
Wayne P. Sayatovic, dated as of January 22, 1988 (incorporated by reference
to Exhibit No. 10.17 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.6(a) First Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Wayne P. Sayatovic, dated as of January 13, 1993
(incorporated by reference to Exhibit 10.7(a) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
**10.6(b) Second Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Wayne P. Sayatovic, dated as of September 27, 1994
(incorporated by reference to exhibit 10.6(b) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1994, Commission File
No. 1-10235).
**10.7 Employment Agreement between IDEX Corporation and Frank J. Hansen dated as
of August 1, 1994 (incorporated by reference to Exhibit No. 10.7 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended September 30,
1994, Commission File No. 1-10235).
**10.7(a) First Amendment to the Employment Agreement between IDEX Corporation and
Frank J. Hansen, dated as of September 27, 1994 (incorporated by reference
to exhibit 10.7(a) to the Annual Report of IDEX on Form 10-K for the
fiscal year ending December 31, 1994, Commission File No. 1-10235).
</TABLE>
E-3
<PAGE> 20
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C>
**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 No. 1-10235).
**10.9 Management Incentive Compensation Plan (incorporated by reference to
Exhibit No. 10.21 to Amendment No. 1 to the Registration Statement on Form
S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June 1,
1989).
**10.10 Form of Indemnification Agreement (incorporated by reference to Exhibit No.
10.23 to the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on April 26, 1989).
**10.11 Form of Shareholder Purchase and Sale Agreement (incorporated by reference
to Exhibit No. 10.24 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.12 Revised Form of IDEX Corporation Stock Option Plan for Outside Directors
(incorporated by reference to Exhibit No. 10.22(a) to Post-Effective
Amendment No. 4 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on March 2,
1990).
**10.13 Amendment to the IDEX Corporation Stock Option Plan for Outside Directors,
adopted by resolution of the Board of Directors dated as of January 28,
1992 (incorporated by reference to Exhibit 10.21(a) of the Annual Report
of IDEX on Form 10-K for the fiscal year ended December 31, 1991,
Commission File No. 1-10235).
**10.14 Non-Qualified Stock Option Plan for Non-Officer Key Employees of IDEX
Corporation (incorporated by reference to Exhibit 10.15 to the Annual
Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-102351).
**10.15 Non-Qualified Stock Option Plan for Officers of IDEX Corporation
(incorporated by reference to Exhibit 10.16 to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-102351).
10.16 IDEX Corporation Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.17 to the Annual Report of IDEX on Form 10-K for
the fiscal year ending December 31, 1992, Commission File No. 1-102351).
</TABLE>
E-4
<PAGE> 21
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 3,227
<SECURITIES> 0
<RECEIVABLES> 66,468
<ALLOWANCES> 2,428
<INVENTORY> 91,796
<CURRENT-ASSETS> 167,798
<PP&E> 203,738
<DEPRECIATION> 129,015
<TOTAL-ASSETS> 412,051
<CURRENT-LIABILITIES> 72,664
<BONDS> 179,061
<COMMON> 191
0
0
<OTHER-SE> 142,680
<TOTAL-LIABILITY-AND-EQUITY> 412,051
<SALES> 360,590
<TOTAL-REVENUES> 360,590
<CGS> 221,447
<TOTAL-COSTS> 296,600
<OTHER-EXPENSES> (268)
<LOSS-PROVISION> 749
<INTEREST-EXPENSE> 11,668
<INCOME-PRETAX> 59,590
<INCOME-TAX> 18,828
<INCOME-CONTINUING> 33,762
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,762
<EPS-PRIMARY> 1.71
<EPS-DILUTED> 0
</TABLE>
