<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 29, 1996
-------------
IDEX Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10235 36-3555336
- --------------------------------------------------------------------------------
(State or other jurisdiction) (Commission File Number) (I.R.S. Employer
Idenification No.)
630 Dundee Road Northbrook, Illinois 60062
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number (847) 498-7070
---------------------------------------------------
The undersigned registrant is filing the following financial statements and
exhibits in amendment of the information filed under Item 5 - Other Information
in the Registrants' Quarterly Report on Form 10-Q for the Quarter ended June 30,
1996.
Item 7(a) Financial Statements of Business Acquired
Item 7(b) Pro Forma Financial Statements
Item 7(c) Exhibits
<PAGE> 2
ITEM 7(a) FINANCIAL STATEMENTS OF ACQUIRED BUSINESS AND 7(b) PRO FORMA
FINANCIAL STATEMENTS
FLUID MANAGEMENT UNAUDITED FINANCIAL STATEMENTS
Consolidated Statements of Income for the six months ended
June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . F-1
Consolidated Balance Sheets as of June 30, 1996 and December 31,
1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Statements of Cash Flows for the six months
ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Changes in Partners' Capital
for the six months ended June 30, 1996 and 1995 . . . . . . . . . F-4
Notes to Consolidated Financial Statements . . . . . . . . . . . F-5
FLUID MANAGEMENT AUDITED FINANCIAL STATEMENTS
Independent Auditors' Report . . . . . . . . . . . . . . . . . . F-8
Consolidated Statements of Income for the years ended
December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . F-9
Consolidated Balance Sheets as of December 31, 1995 and 1994 . . F-10
Consolidated Statements of Cash Flows for the years
ended December 31, 1995 and 1994 . . . . . . . . . . . . . . . . F-11
Consolidated Statements of Changes in Partners' Capital for the
years ended December 31, 1995 and 1994 . . . . . . . . . . . . . F-12
Notes to Consolidated Financial Statements . . . . . . . . . . . F-13
IDEX UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS . . . . . . . . . F-21
Unaudited Pro Forma Combined Statement of Operations for the
year ended December 31, 1995 . . . . . . . . . . . . . . . . . . F-22
Unaudited Pro Forma Combined Statement of Operations for the
six months ended June 30, 1996 . . . . . . . . . . . . . . . . . F-22
Notes to Unaudited Pro Forma Combined Statements of Operations . F-23
Unaudited Pro Forma Combined Balance Sheet as of June 30, 1996
and notes thereto . . . . . . . . . . . . . . . . . . . . . . . . F-24
<PAGE> 3
FLUID MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
1996 1995
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
SALES $43,329 $45,288
COST OF GOODS SOLD 25,768 25,575
------- -------
Gross Profit 17,561 19,713
OPERATING EXPENSES:
Engineering and technical support 2,953 2,778
Sales and service 3,675 3,625
Administration 4,228 4,092
Profit-sharing and management incentives 645 862
Royalties 76 65
------- -------
11,577 11,422
------- -------
INCOME FROM OPERATIONS 5,984 8,291
OTHER EXPENSES (INCOME):
Amortization of goodwill, patents and
trademarks, and other assets 674 940
Interest and financing costs 901 1,013
Management expenses 475 410
Australian consulting fee 112 92
Minority interest in net income of
foreign partnerships 153 140
Foreign exchange losses (gains) - net (757) 759
Relocation 727
----- -----
2,285 3,354
----- -----
INCOME BEFORE FOREIGN INCOME TAXES 3,699 4,937
FOREIGN INCOME TAXES 1,503 1,367
----- -----
NET INCOME $2,196 $3,570
====== ======
</TABLE>
See notes to consolidated financial statements.
F-1
<PAGE> 4
FLUID MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31
1996 1995
---------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ (129) $ 803
Accounts receivable 18,816 14,689
Inventories 11,232 12,744
Prepaid expenses 826 966
------- -------
Total current assets 30,745 29,202
DUE FROM AFFILIATE 1,323 1,437
PROPERTY AND EQUIPMENT - net 11,328 6,559
PATENTS AND TRADEMARKS - net 2,184 2,171
OTHER ASSETS - net 2,527 2,696
GOODWILL - net 4,812 5,112
------- -------
TOTAL $52,919 $47,177
======= =======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 5,289 $ 6,222
Accrued expenses 6,714 6,916
------- -------
Total current liabilities 12,003 13,138
LONG-TERM DEBT 25,465 20,741
MINORITY INTEREST 420 267
PARTNERS' CAPITAL
Contributed capital 9,351 8,391
Retained earnings 5,903 4,653
Cumulative translation adjustments (223) (13)
------- -------
Total partners' capital 15,031 13,031
------- -------
TOTAL $52,919 $47,177
======= =======
</TABLE>
See notes to consolidated financial statements.
F-2
<PAGE> 5
FLUID MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
1996 1995
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $2,196 $3,570
Adjustments to reconcile net income to net cash flows
from operating activities:
Provision for losses on accounts receivable 369 372
Depreciation 1,056 1,136
Amortization of goodwill, deferred costs and other
intangible assets 674 940
Minority interest in net income of
foreign partnerships 153 140
Translation adjustment (210)
Changes in assets and liabilities related to operations,
net of effect of acquisitions:
Accounts receivable (3,099) (5,490)
Inventories 1,240 (829)
Prepaid expenses and other 140 77
Deferred costs and other intangible assets (368) (506)
Accounts payable (933) 440
Accrued expenses (202) 2,183
------ ------
Net cash flows from operating activities 1,016 2,033
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (930) (1,149)
Net (advances to) repayment by affiliate (1,011) 115
------ ------
Net cash flows from investing activities (1,941) (1,034)
CASH FLOWS FROM DEBT FINANCING ACTIVITIES:
Net (repayments) borrowings under variable rate notes (21) 427
------ ------
Net cash flows from debt financing activities (21) 427
CASH FLOWS FROM EQUITY FINANCING ACTIVITIES:
Redemption of Preferred units (165) (272)
Tax distributions to Class A unitholders (721) (1,794)
Sale of Class A units to officers 1,125
Priority distributions to Class B and Class C unitholders (225) (300)
------ ------
Net cash flows from equity financing activities 14 (2,366)
------ ------
NET INCREASE IN CASH AND CASH EQUIVALENTS (932) (940)
CASH AND CASH EQUIVALENTS - Beginning of the period 803 404
------ ------
CASH AND CASH EQUIVALENTS - End of the period $ (129) $ (536)
====== ======
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest $ 825 $ 903
Foreign income taxes 505 787
</TABLE>
See notes to consolidated financial statement.
F-3
<PAGE> 6
FLUID MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
Total Accumulated
Class B Class C Contributed Accumulated Partner
Preferred Preferred Class A Capital Earnings Distributions
--------- --------- ------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996 $2,024 $1,402 $4,965 $8,391 $19,211 $(14,558)
REDEMPTIONS (50) (115) (165)
NET INCOME 2,196
MANDATORY TAX DISTRIBUTIONS:
Relating to 1995 (721)
CLASS B AND CLASS C PRIORITY RETURN DISTRIBUTIONS (225)
ISSUANCE OF A UNITS TO OFFICERS 1,125 1,125
TRANSLATION ADJUSTMENTS
------ ------ ------ ------ ------- --------
BALANCE, JUNE 30, 1996 (UNAUDITED) $1,974 $1,287 $6,090 $9,351 $21,407 $(15,504)
====== ====== ====== ====== ======= ========
<CAPTION>
Cumulative Total
Translation Partners'
Adjustments Capital
----------- -------
<S> <C> <C>
BALANCE, JANUARY 1, 1996 $ (13) $13,031
REDEMPTIONS (165)
NET INCOME 2,196
MANDATORY TAX DISTRIBUTIONS:
Relating to 1995 (721)
CLASS B AND CLASS C PRIORITY RETURN DISTRIBUTIONS (225)
ISSUANCE OF A UNITS TO OFFICERS 1,125
TRANSLATION ADJUSTMENTS (210) (210)
----- -------
BALANCE, JUNE 30, 1996 (UNAUDITED) $(223) $15,031
===== =======
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE> 7
FLUID MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
1. SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management, the Fluid Management Limited Partnership,
("FMLP") unaudited information presented as of June 30, 1996 and for
the six-month periods ended June 30, 1996 and 1995 reflects all
adjustments necessary, which consist only of normal recurring adjustments,
for a fair presentation of the interim periods. These financial
statements should be read in conjunction with the financial statements of
Fluid Management for the years ended December 31, 1995 and 1994 included
herein.
F-5
<PAGE> 8
2. INVENTORIES
Inventories at June 30, 1996 and December 31, 1995 consist of the following
(in thousands):
<TABLE>
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
Raw material $ 4,159 $5,428
Work in process 3,226 3,167
Finished goods 3,847 4,149
------- ------
Total $11,232 $12,744
======= =======
</TABLE>
3. RELATED PARTY TRANSACTIONS
Bethesda Investors Limited Partnership ("Bethesda") - Bethesda is a limited
partnership under common control with the Partnership. The Partnership
leases its U.S. manufacturing and headquarters facility from Bethesda and,
during 1996 and 1995, paid rent and occupancy costs on certain facilities
it previously vacated, owned by Bethesda. The last of the vacated
facilities was sold in August, 1995. Rent expense on the Bethesda-owned
facilities aggregated $314,000 and $335 for the six months ended June
30, 1996 and 1995, respectively.
The Partnership has advanced funds to Bethesda, classified as Due from
Affiliate in the accompanying consolidated balance sheets, primarily for
improvements to the facilities leased by the Partnership from Bethesda.
Interest income on the advances was $60,000 in 1996 and $65,000 in 1995.
F-6
<PAGE> 9
The Saranow Company - Pursuant to agreements with the Partnership, the
Saranow Company ("Saranow") (an affiliate of the Partnership's managing
general partner) provides the Partnership with management services. The
Partnership's payments to Saranow for these services and related expenses
aggregated $475,000 and $410,000 for the six months ended June 30, 1996 and
1995, respectively.
4. SUBSEQUENT EVENT
On July 29, 1996, FMLP sold substantially all of its operating assets to
IDEX Corporation ("IDEX") for approximately $136 million and 75,700 shares
of IDEX common stock. IDEX also assumed certain of the liabilities of FMLP
F-7
<PAGE> 10
INDEPENDENT AUDITORS' REPORT
To the Partners
Fluid Management Limited Partnership:
We have audited the accompanying consolidated balance sheets of Fluid
Management Limited Partnership (the "Partnership") as of December 31, 1995 and
1994, and the related consolidated statements of income, cash flows and changes
in partners' capital for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the Partnership's financial position as of December 31,
1995 and 1994, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
February 6, 1996
F-8
<PAGE> 11
FLUID MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1995 AND 1994
(IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
SALES $85,618 $73,146
COST OF GOODS SOLD 49,336 42,781
------- -------
Gross profit 36,282 30,365
OPERATING EXPENSES:
Engineering and technical support 5,919 4,716
Sales and service 7,289 6,005
Administration 8,421 6,372
Profit-sharing and management incentives 1,340 1,424
Royalties 137 119
------- -------
23,106 18,636
------- -------
INCOME FROM OPERATIONS 13,176 11,729
OTHER EXPENSES:
Amortization of goodwill, patents and
trademarks, and other assets 1,833 2,094
Interest and financing costs 1,922 1,940
Management expenses 780 680
Australian consulting fee 187 182
Minority interest in net income of
foreign partnerships 264 97
Foreign exchange losses (gains) - net 614 141
Long-term management incentive plan 200 200
Relocation 125 201
------- -------
5,925 5,535
------- -------
INCOME BEFORE FOREIGN INCOME TAXES 7,251 6,194
FOREIGN INCOME TAXES 2,610 1,298
------- -------
NET INCOME $ 4,641 $ 4,896
======= =======
</TABLE>
See notes to consolidated financial statements.
F-9
<PAGE> 12
FLUID MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994
ASSETS ------- -------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 803 $ 404
Accounts receivable, net of allowance for
doubtful accounts of: 1995 - $596;
1994 - $400 14,689 14,896
Inventories 12,744 9,745
Prepaid expenses 966 741
------- -------
Total current assets 29,202 25,786
DUE FROM AFFILIATE 1,437 1,689
PROPERTY AND EQUIPMENT - net 6,559 6,069
PATENTS AND TRADEMARKS - net 2,171 2,450
OTHER ASSETS - net 2,696 3,294
GOODWILL - net 5,112 5,222
------- -------
TOTAL $47,177 $44,510
======= =======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 6,222 $ 5,814
Accrued expenses 6,916 5,347
------- -------
Total current liabilities 13,138 11,161
LONG-TERM DEBT 20,741 21,648
MINORITY INTEREST 267 280
PARTNERS' CAPITAL
Contributed capital 8,391 8,745
Retained earnings 4,653 2,703
Cumulative translation adjustments (13) (27)
------- -------
Total partners' capital 13,031 11,421
------- -------
TOTAL $47,177 $44,510
======= =======
</TABLE>
See notes to consolidated financial statements.
F-10
<PAGE> 13
FLUID MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995 AND 1994
(IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 4,641 $ 4,896
Adjustments to reconcile net income to net cash flows
from operating activities:
Provision for losses on accounts receivable 353 64
Depreciation 2,177 1,702
Amortization of goodwill, deferred costs and other
intangible assets 1,980 2,279
Minority interest in net income of
foreign partnerships 264 97
Changes in assets and liabilities related to operations,
net of effect of acquisitions:
Accounts receivable 11 (5,193)
Inventories (2,491) 127
Prepaid expenses and other (225) 195
Deferred costs and other intangible assets (672) (638)
Accounts payable 408 2,296
Accrued expenses 1,611 586
------- -------
Net cash flows from operating activities 8,057 6,411
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for acquisitions of:
Fluid Verfahrenstechnik GmbH (3,667)
Strastint International Pty. Ltd. (20)
Datacolor (360)
Purchase of property and equipment (2,684) (2,939)
Net (advances to) repayment by affiliate 252 (241)
------- -------
Net cash flows from investing activities (2,792) (6,867)
CASH FLOWS FROM DEBT FINANCING ACTIVITIES:
Net (repayments) borrowings under variable rate notes (105) (2,053)
Borrowings (repayments) under revolver loan (961) 6,931
Borrowings under other loans 185 144
Financing costs incurred (36) (787)
Net repayment of Dutch term loans (627) (268)
------- -------
Net cash flows from debt financing activities (1,544) 3,967
CASH FLOWS FROM EQUITY FINANCING ACTIVITIES:
Redemption of Preferred units (354)
Tax distributions to Class A unitholders (2,146) (2,487)
Profit distributions to Class A unitholders (400)
Priority distributions to Class B and Class C unithold (545) (455)
Dividends paid to minority interest (277) (123)
------- -------
Net cash flows from equity financing activities (3,322) (3,465)
------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS 399 46
CASH AND CASH EQUIVALENTS - Beginning of year 404 358
------- -------
CASH AND CASH EQUIVALENTS - end of year $ 803 $ 404
======= =======
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Interest $ 1,794 $ 1,642
Guarantee fees 112
Foreign income taxes $ 2,792 $ 1,226
Non-cash investing and financing activities:
In 1995 the partnership issued a $586,000 note as partial
consideration for the Datacolor acquisition. (Note 3)
</TABLE>
See notes to consolidated financial statements.
F-11
<PAGE> 14
FLUID MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1995 AND 1994
(IN THOUSANDS)
<TABLE>
<CAPTION>
Total Accumulate
Class B Class C Contributed Accumulated Partner
Preferred Preferred Class A Capital Earnings Distributions
--------- --------- ------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE , JANUARY 1, 1994 $2,130 $1,650 $4,965 $8,745 $ 9,674 $(8,525)
NET INCOME 4,896
MANDATORY TAX DISTRIBUTIONS:
Relating to 1994 (2,487)
CLASS B AND CLASS C PRIORITY RETURN DISTRIBUTIONS (455)
PROFIT DISTRIBUTIONS (400)
TRANSLATION ADJUSTMENTS
------ ------ ------ ------ ------- --------
BALANCE, DECEMBER 31, 1994 2,130 1,650 4,965 8,745 14,570 (11,867)
REDEMPTIONS (106) (248) (354)
NET INCOME 4,641
MANDATORY TAX DISTRIBUTIONS:
Relating to 1995 (2,146)
CLASS B AND CLASS C PRIORITY RETURN DISTRIBUTIONS (545)
TRANSLATION ADJUSTMENTS
------ ------ ------ ------ ------- --------
BALANCE, DECEMBER 31, 1995 $2,024 $1,402 $4,965 $8,391 $19,211 $(14,558)
====== ====== ====== ====== ======= ========
<CAPTION>
Cumulative Total
Translation Partners'
Adjustments Capital
----------- -------
<S> <C> <C>
BALANCE , JANUARY 1, 1994 $(303) $ 9,591
NET INCOME 4,896
MANDATORY TAX DISTRIBUTIONS:
Relating to 1994 (2,487)
CLASS B AND CLASS C PRIORITY RETURN DISTRIBUTIONS (455)
PROFIT DISTRIBUTIONS (400)
TRANSLATION ADJUSTMENTS 276 276
----- -------
BALANCE, DECEMBER 31, 1994 (27) 11,421
REDEMPTIONS (354)
NET INCOME 4,641
MANDATORY TAX DISTRIBUTIONS:
Relating to 1995 (2,146)
CLASS B AND CLASS C PRIORITY RETURN DISTRIBUTIONS (545)
TRANSLATION ADJUSTMENTS 14 14
----- -------
BALANCE, DECEMBER 31, 1995 $ (13) $13,031
===== =======
</TABLE>
See notes to consolidated financial statements.
F-12
<PAGE> 15
FLUID MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
1. ORGANIZATION AND BASIS OF PRESENTATION
Fluid Management Limited Partnership ("FMLP") was formed in 1987 under the
Illinois Uniform Limited Partnership Act. FMLP's managing general partner
is Fluid Management Inc., a Delaware corporation, which is an affiliate of
The Saranow Company.
FMLP is the leading manufacturer of mixing and tinting equipment for the
paint, coatings and ink industries worldwide. More than half of the
company's products are sold overseas, primarily in Europe. Fluid
Management also provides specialized equipment and engineered systems to
other industries -- food, chemicals and cosmetics.
The accompanying consolidated financial statements include the accounts of
FMLP and its majority owned subsidiaries: FMLP's 95 percent limited
partnership interest in Fluid Management Europe C.V. ("C.V.") (a
Netherlands limited partnership); FMLP's 99 percent limited partnership
interests in Fluid Management Australia L.P. ("Strastint") (an Australian
limited partnership), Fluid Management GmbH ("GmbH") (a German
corporation), Fluid Management Canada, L.L.C. ("Canada") (an Illinois
limited liability corporation), Fluid Management Servicos e Vendas Ltda
("Brazil") (a Brazilian Corporation), Fluid Management France SNC
("France") (a French general partnership); and FMLP's 100 percent interest
in Fluid Management Services Inc. (a U.S. corporation) (collectively
referred to as the "Partnership"). All of these entities excluding Fluid
Management Services Inc. are treated as partnerships for U.S. tax purposes.
Fluid Management International, Inc. ("FMI"), which is not included in the
consolidated results, serves as a general partner of GmbH, Strastint and
Brazil. FMI is also a member of Canada. Profits and losses allocable to
FMI are accounted for as minority interests.
The 5% interest in C.V. and 1% interest in France are owned by Fluid
Management Europe B.V. ("B.V.").
All material intercompany balances and transactions have been eliminated.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Inventories - Inventories are stated at the lower of first-in, first-out
(FIFO) cost or market.
Property and Equipment - Property and equipment are recorded at cost.
Depreciation is provided on a straight-line basis over the estimated useful
lives of the assets, which range from three to ten years.
F-13
<PAGE> 16
Patents and Trademarks - Patents and trademarks are amortized over periods
ranging from five to seventeen years. Accumulated amortization was
$2,436,000 and $2,404,000 at December 31, 1995 and 1994.
Other Assets - Other assets are amortized over periods ranging from two to
thirteen years.
Goodwill - the excess of purchase price over the net assets of acquired
businesses is amortized on a straight-line basis over periods ranging from
fifteen to forty years. Accumulated amortization was $979,000 and $629,000
at December 31, 1995 and 1994.
Income Taxes - The Partnership is not considered a taxable entity for
United States federal or state income tax purposes. The Partnership's
United States income is reported by the Partnership's partners on their
individual tax returns.
FMLP is considered by the Dutch government to be the taxable entity for
payment of taxes on FMLP's allocable share of the income of C.V. Strastint
files an Australian tax return and pays taxes on behalf of its limited
partner, FMLP, and GmbH files tax returns in Germany. Such taxes comprise
the provision for foreign income taxes in the accompanying consolidated
statements of income.
At December 31, 1995, GmbH has net operating loss carry forwards of
$1,230,000 available to offset future German taxable income which do not
expire. The related deferred tax asset in the amount of $369,000 has been
fully offset by a valuation allowance because of uncertainty about
realization of such asset.
Reclassifications - Certain 1994 balances have been reclassified to conform
with the 1995 presentation.
3. ACQUISITIONS
Effective October 1, 1995, FMLP purchased certain assets of the Gravimetric
dispensing division of Datacolor International for approximately $1,131,000
which includes cash of $360,000 and a non-interest-bearing note in the
amount of $771,000 (discounted to $586,000) payable over five years.
Effective April 1, 1994, Fluid Management GmbH, a newly formed subsidiary
of FMLP, purchased substantially all of the assets and assumed certain
liabilities of fluid Verfahrenstechnik GmbH, a German corporation engaged
in the business of designing and manufacturing industrial ink and paint
colorant dispensers, for approximately $3,700,000.
Effective July 1, 1993, a newly formed subsidiary of FMLP purchased
substantially all of the assets of Strastint International Pty. Ltd. of
New South Wales, Australia, for approximately $4,100,000. FMLP is
obligated under non-compete and consulting agreements to make additional
payments of at least $1,140,000 over the five-year period ending in
1998; such payments amounted to $187,000 in 1995 and $182,000 in 1994.
These acquisitions have been accounted for using the purchase method of
accounting. The results of operations of these acquired businesses have
been reflected in the accompanying financial statements from the respective
dates of acquisition.
4. RELATED PARTY TRANSACTIONS
Bethesda Investors Limited Partnership ("Bethesda") - Bethesda is a limited
partnership under common control with the Partnership. The Partnership
leases its U.S. manufacturing and headquarters facility from Bethesda and,
during 1995 and 1994, paid rent and occupancy costs on certain facilities
it previously vacated, owned by Bethesda. The last of the vacated
facilities was sold in August, 1995. Rent expense on the Bethesda-owned
facilities aggregated $728,000 in 1995 and $739,000 in 1994.
F-14
<PAGE> 17
The Partnership has advanced funds to Bethesda, classified as Due from
Affiliate in the accompanying consolidated balance sheets, primarily for
improvements to the facilities leased by the Partnership from Bethesda.
Interest income on the advances was $134,000 in 1995 and $126,000 in 1994.
Following is a summary (unaudited) of the assets, liabilities, and net
income (loss) of Bethesda as of December 31, 1995 and 1994 and for the
years then ended (in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Total assets (primarily land
and buildings) $4,877 $6,251
Total liabilities (primarily term loans
secured by land and buildings and
advances due FMLP) 5,157 6,241
Loss on sale of property (360) (14)
Net income (loss) (290) 2
</TABLE>
The Saranow Company - Pursuant to agreements with the Partnership, the
Saranow Company ("Saranow") (an affiliate of the Partnership's managing
general partner) provides the Partnership with management services. The
Partnership's payments to Saranow for these services and related expenses
aggregated $780,000 and $680,000 for 1995 and 1994, respectively.
Guarantee of Partnership Debt - In December 1991, an affiliate of one of
FMLP's general partners entered into a guarantee agreement with FMLP's
principal lender guaranteeing repayment of amounts owed by FMLP to such
lender. Fees were based on the average amount of outstanding indebtedness
so guaranteed. Such fees amounted to $112,000 in 1994. As of December 31,
1994, all guaranteed obligations had been repaid.
5. INVENTORIES
Inventories at December 31 consist of the following (in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Raw material $ 5,428 $ 4,891
Work in process 3,167 2,717
Finished goods 4,149 2,137
------- -------
Total $12,744 $ 9,745
======= =======
</TABLE>
F-15
<PAGE> 18
6. PROPERTY AND EQUIPMENT - NET
Property and equipment - net at December 31 consists of the following (in
thousands).
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Machinery and equipment $ 6,416 $ 5,345
Computer equipment 2,705 2,016
Furniture and fixtures 2,779 2,732
Leasehold improvements 1,475 746
Vehicles 354 378
------- -------
13,729 11,217
Less accumulated depreciation
and amortization (7,170) (5,148)
------- -------
Total $ 6,559 $ 6,069
======= =======
</TABLE>
7. OTHER ASSETS - NET
Other assets - net at December 31 consist of the following (in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Covenants not to compete $ 2,679 $ 3,114
Customer lists 1,823 1,714
Deferred financing costs 879 833
Organization costs 474 357
Other 45 45
------- -------
5,900 6,063
Less accumulated amortization (3,204) (2,769)
------- -------
Total $ 2,696 $ 3,294
======= =======
</TABLE>
8. ACCRUED EXPENSES
Accrued expenses at December 31 consist of the following (in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Foreign income taxes $ 1,583 $ 1,209
Profit sharing 674 758
Salaries and bonuses 925 1,112
Taxes other than income 445 545
Professional fees 172 82
Interest 132 117
Customer deposits 818 131
Long-term management incentive 786 586
Other 1,381 807
------- -------
Total $ 6,916 $ 5,347
======= =======
</TABLE>
F-16
<PAGE> 19
9. LONG-TERM DEBT
Long-term debt at December 31 consists of the following (in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Bank Credit Agreement:
Term loan $13,714 $13,825
Revolver loans 5,977* 6,931
------- -------
19,691 20,756
Dutch term loan 733
Installment note 601
Other 449 159
------- -------
$20,741 $21,648
======= =======
</TABLE>
*There were also letters of credit aggregating $2.1 million outstanding
under the revolver facility at December 31, 1995.
Scheduled maturities of long-term debt for the years ending December 31 are
as follows: 1996 - $3,053,000; 1997 - $3,275,000; 1998 - $3,207,000; 1999 -
$3,159,000; 2000 - $8,047,000. Amounts due in 1996 are classified
as long-term debt because of the availability of additional long-term
borrowings under the Bank Credit Agreement.
Credit Agreement - Effective September 29, 1995, the Partnership amended
and restated the existing Credit Agreement with a commercial bank to
provide a $30 million facility, including $14.5 million term debt line (in
U.S. Dollars and/or Dutch Guilders) and a $15.5 million formula-based
revolver.
The term loan requires 19 equal quarterly principal payments of
approximately $763,000 from December 31, 1995 to June 30, 2000.
Availability under the revolver is subject to limitations based on eligible
accounts receivable, inventories, and property and equipment. The
agreement expires and has a final maturity on June 30, 2000.
Interest under the Credit Agreement is based, at the Partnership's option,
on either the bank's reference rate plus 50 basis points (bp) or the
Eurocurrency rate (as adjusted) plus 150 bp. At December 31, 1995,
interest was payable at 7.0 percent.
To reduce the Partnership's exposure to floating interest rates, the
Partnership has entered into an interest rate swap agreement with a
commercial bank in a notional principal amount of $8,000,000. The
agreement expires November, 1997 and provides for the Partnership to pay
interest at an average equivalent annual rate of approximately 8.6 percent.
The differential payable under this agreement is recognized currently in
the financial statements.
F-17
<PAGE> 20
Borrowings and letters of credit are collateralized by all of the U.S. and
Dutch assets of the Partnership. Under the terms of the Credit Agreement,
the Partnership is subject to certain covenants that include, among other
things, restrictions on the incurrence of additional indebtedness and
limitations on management fees and expenses, capital expenditures and
distributions. The Partnership also has agreed to maintain certain
financial ratios (as defined in the Credit Agreement) including working
capital, net worth, leverage, and interest coverage.
Installment Note - the installment note represents the present value of a
non-interest-bearing note payable to Datacolor International (Note 3). The
note is payable in four annual installments beginning in 1997.
10. PARTNERS' CAPITAL
Contributed capital at December 31 consists of the following (in
thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Preferred partnership units:
Class B 2,023.5 units in 1995
and 2,130 units in 1994 $2,024 $2,130
Class C 1,402.5 units in 1995 and
1,650 units in 1994 1,402 1,650
------ ------
3,426 3,780
Class A 1,865 common partnership
units 4,965 4,965
------ ------
Total $8,391 $8,745
====== ======
</TABLE>
The Class B preferred partnership units are entitled to a cumulative
preferred return at a bank's prime rate plus 6 percent. The Class C
preferred partnership units are identical except that they are entitled to
a cumulative preferred return of prime plus 4 percent. Preferred returns
of $501,000 and $465,000 were earned by holders of preferred partnership
units in 1995 and 1994, respectively.
Net income and losses of the Partnership, after deduction for accrued Class
B and Class C preferred returns, are allocated to Class A partnership
units. Distributions are made at the discretion of the general partners
subject to certain mandatory provisions. Distributions of Partnership
capital (including partner withdrawals and Partnership dissolution) are
made in accordance with each partner's Class A common percentage interest
in the Partnership.
11. OPERATING LEASES
The Partnership leases its manufacturing plants and office facilities and
certain equipment and vehicles under non-cancelable operating leases,
including certain leases with Bethesda (Note 4). Total rent expense was
$2,160,000 and $1,540,000 in 1995 and 1994, respectively. In addition to
rent, the
F-18
<PAGE> 21
Partnership is required to pay maintenance, insurance and real estate taxes
on the various properties it leases. The following is a schedule of future
minimum rental payments required under operating leases as of December 31,
1995 (in thousands):
<TABLE>
<CAPTION>
FACILITIES EQUIPMENT TOTAL
---------- --------- -----
<S> <C> <C> <C>
1996 $1,269 $ 779 $2,048
1997 991 745 1,736
1998 718 540 1,258
1999 720 348 1,068
2000 and thereafter 1,682 183 1,865
------ ------ ------
Total $5,380 $2,595 $7,975
====== ====== ======
</TABLE>
12. PROFIT-SHARING PLAN
The Partnership has a profit-sharing and retirement plan covering
substantially all full-time domestic employees with more than one year of
service (the "Plan"). Partnership contributions to the Plan are made at
the discretion of the Partnership and amounted to $590,000 and $745,000 in
1995 and 1994, respectively.
13. LONG-TERM MANAGEMENT INCENTIVE PLAN
The Partnership adopted a Phantom Equity Plan as of January 1, 1988. Under
the terms of the plan, certain managers are granted deferred compensation
rights in phantom partnership units. Each participant is entitled to the
increase in value of his or her units over the value assigned at the time
of the award, subject to a six-year vesting schedule. This increase in
value is treated as compensation expense for reporting purposes; however,
for tax purposes, amounts are not deductible until paid. Effective June
30, 1994, the plan was amended to provide for a 1,000-to-1 unit split. At
December 31, 1995, there were 75,400 phantom units outstanding, with an
aggregate valuation of $1,031,100 more than their respective grant prices,
of which $481,290 was legally vested. As of December 31, 1995, the
Partnership has accrued $786,000 for such liabilities.
14. INTERNATIONAL OPERATIONS
The accompanying consolidated financial statements include the following
assets, liabilities and net income of the Partnership's foreign operations
(in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Total assets $20,634 $19,472
Total liabilities 10,745 9,755
------- -------
Net assets $ 9,889 $ 9,717
======= =======
Net income $ 3,449 $ 1,229
======= =======
</TABLE>
F-19
<PAGE> 22
Approximately $8,600,000 of the Partnership's borrowings at December 31,
1995 are in Dutch Guilders and German Marks to hedge the Partnership's net
investment in its European operations. Translation gains and loses on the
foreign borrowings are accounted for as part of the cumulative
translationadjustment. In addition, short-term forward contracts and
options are used to partially hedge the anticipated flow of funds between
FMLP and its foreign subsidiaries. The contracts and options are marked to
market and gains or losses are recorded in the income statement. At
December 31, 1995, forward and option contracts to purchase a total of
13,250,000 Dutch Guilders were open and outstanding, on which a net
unrealized loss of $196,000 had been recorded. These contracts expire
through December 13, 1996.
15. LARGEST CUSTOMER
Sales to the largest customer accounted for 9 percent of consolidated
sales in 1995 and 1994.
F-20
<PAGE> 23
ITEM 7(b) PRO FORMA FINANCIAL STATEMENTS
IDEX CORPORATION AND FLUID MANAGEMENT
UNAUDITED PRO FORMA COMBINED FINANCIAL
STATEMENTS AS OF JUNE 30, 1996 AND
FOR THE YEAR ENDED DECEMBER 31, 1995
AND THE SIX MONTHS ENDED JUNE 30, 1996
The following unaudited pro forma combined financial statements as of June 30,
1996 and for the year ended December 31, 1995 and the six months ended June
30, 1996 give effect to the acquisition by IDEX of the operating net assets of
Fluid Management Limited Partnership ("FM") as if the acquisition had occurred
on January 1, 1995. The transaction was accounted for as a purchase in
accordance with the provisions of Accounting Principles Board Opinion No. 16.
The historical financial data included in the pro forma statements is as of the
periods presented. The historical financial data of FM included in the pro
forma statement of operations for the year ended December 31, 1995 was
derived from audited financial statements for the year ended December 31, 1995.
The historical financial data of FM as of and for the six months ended June 30,
1996 was derived from unaudited financial statements for the six months ended
June 30, 1996.
The unaudited pro forma financial data is based on management's best estimate of
the effects of the acquisition of FM. Pro forma adjustments are based on
currently available information; however, the actual adjustments will be based
on more precise appraisals, evaluations and estimates of fair values. It is
possible that the actual adjustments could differ substantially from those
presented in the unaudited pro forma combined financial statements.
The unaudited pro forma combined statements of operations for the year ended
December 31, 1995, the six months ended June 30, 1996 and the pro forma
combined balance sheet as of June 30, 1996 are not necessarily indicative of
the results of operations that actually would have been achieved had the
acquisition of FM been consummated as of the dates indicated, or that
may be achieved in the future. The unaudited proforma combined financial
statements should be read in conjunction with the accompanying notes and
historical financial statements and notes thereto.
FLUID MANAGEMENT -- SIX MONTHS ENDED JUNE 30, 1996 VS. 1995
Fluid Management's financial performance for the period January 1 to June
30, 1996, prior to the acquisition by IDEX, was adversely affected by several
factors compared to the same period for the prior year. The gross profit
margin was lower primarily due to start up costs associated with major new
product introductions in the Netherlands and U.S. The relocation of an
acquired product line and higher corporate expenses billed by the managing
partnership also had an unfavorable effect on the current year six month
comparative results. The change in foreign exchange gain/loss from period to
period principally reflects the impact of Fluid Management's hedging activities.
F-21
<PAGE> 24
IDEX CORPORATION
UNAUDITED PROFORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(In thousands except per share information)
<TABLE>
<CAPTION>
Fluid
Manage- Pro forma
IDEX ment Adjust- Adjusted
Historical Historical ments Pro forma
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 487,336 $ 85,618 $ 572,954
Cost of sales 299,315 49,336 $ 5,519 (1) 354,170
----------- ----------- -------- -----------
Gross profit 188,021 36,282 (5,519) 218,784
Selling, general, and administrative expenses 97,486 23,106 (6,750)(2) 113,842
Goodwill amortization 4,297 3,474 (3) 7,771
----------- ----------- -------- -----------
Income (loss) from operations 86,238 13,176 (2,243) 97,171
Other income (expense)-net 753 (5,925) 5,755 (4) 583
----------- ----------- -------- -----------
Income (loss) before interest 86,991 7,251 3,512 97,754
Interest expense 15,948 8,001 (5) 23,949
Income (loss) before income taxes 71,043 7,251 (4,489) 73,805
Provision for income taxes 25,718 2,610 (1,758)(6) 26,570
----------- ----------- -------- -----------
Income from continuing operations $ 45,325 $ 4,641 $ (2,731) $ 47,235
=========== =========== ======== ===========
Earnings per common share $ 2.30 $ 2.38
=========== ===========
Weighted average shares outstanding 19,739 76 (7) 19,815
=========== ======== ===========
</TABLE>
IDEX CORPORATION
UNAUDITED PROFORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(In thousands except per share information)
<TABLE>
<CAPTION>
Fluid
Manage- Pro forma
IDEX ment Adjust- Adjusted
Historical Historical ments Pro forma
<S> <C> <C> <C> <C>
Net sales $ 265,055 $ 43,329 $ 308,384
Cost of sales 162,338 25,768 $ 2,834 (1) 190,940
----------- ----------- --------- ----------
Gross profit 102,717 17,561 (2,834) 117,444
Selling, general, and administrative expenses 53,100 11,577 (3,722)(2) 60,955
Goodwill amortization 2,464 1,737 (3) 4,201
----------- ----------- --------- ----------
Income (loss) from operations 47,153 5,984 (849) 52,288
Other income (expense)-net (53) (2,285) 2,381 (4) 43
----------- ----------- --------- ----------
Income (loss) before interest 47,100 3,699 1,532 52,331
Interest expense 8,291 3,535 (5) 11,826
----------- ----------- --------- ----------
Income (loss) before income taxes 38,809 3,699 (2,003) 40,505
Provision for income taxes 13,933 1,503 (854)(6) 14,582
----------- ----------- --------- ----------
Income from continuing operations $ 24,876 $ 2,196 $ (1,149) $ 25,923
=========== =========== ========= ==========
Earnings per common share $ 1.26 $ 1.30
=========== ==========
Weighted average shares outstanding 19,804 76 (7) 19,880
=========== ========= ==========
</TABLE>
F-22
<PAGE> 25
IDEX CORPORATION
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
(In thousands except per share information)
NOTES:
(1) Represents reclassification of FM's engineering expense from selling,
general and administrative expense to cost of sales ($5,919 for the twelve
months and $2,953 for the six months) and reclassification of amortization
expense on other intangible assets from other income (expense) to cost of
sales ($721 for the twelve months and $163 for the six months). Includes
the estimated effect of the FM acquisition on cost of sales relating to
elimination of rent expense ($595 for the twelve months and $314 for the
six months) on a facility leased by FM and not by IDEX. Includes estimated
effect on depreciation expense ($-55 for the twelve months and $70 for the
six months) and amortization expense ($-471 for the twelve months and
$-38 for the six months) on stepped up value and adjusted lives of
property, plant and equipment and other intangible assets.
(2) Represents reclassification of FM's engineering expense from selling,
general and administrative expense to cost of sales ($5,919 for the twelve
months and $2,953 for the six months). Includes the estimated effect of the
FM acquisition on selling, general and administrative expense relating to
depreciation expense ($-62 for the twelve months and $-12 for the six
months) on stepped up value and adjusted lives of property, plant and
equipment. Elimination of certain FM corporate operating expenses ($769
for the twelve months and $757 for the six months) that will no longer be
incurred due to the FM acquisition. IDEX does not anticipate any material
increase in corporate operating expenses as a result of the FM acquisition.
(3) Represents the estimated effect of the FM acquisition on goodwill
amortization expense from the excess purchase price over the fair market
value of net assets acquired of $104.2 million over 30 years.
(4) Represents elimination of FM's historical other income(expense) relating to
amortization expense on goodwill and other intangible assets ($1,833 for
the twelve months and $674 for the six months) and interest expense
($1,922 for the twelve months and $901 for the six months), and elimination
of other income (expense)($2,000 for the twelve months and $806 for the
six months) that will no longer be incurred due to the FM acquisition.
(5) Represents the estimated effect of the FM acquisition on interest
expense from $136 million borrowings under the IDEX credit agreements and
and application of FM cash flow from operations to reduce indebtedness at
an effective borrowing cost of approximately 6.00% for the twelve months
and 5.25% for the six months.
(6) Represents the estimated tax effect of the pro forma adjustments
described above at statutory federal and foreign tax rates.
(7) Represents 75,700 shares of common stock issued in connection with the
FM acquisition.
F-23
<PAGE> 26
IDEX CORPORATION
UNAUDITED PROFORMA COMBINED BALANCE SHEET
AS OF JUNE 30, 1996
(In thousands)
<TABLE>
<CAPTION>
Fluid
Manage- Pro forma
IDEX ment Adjust- Adjusted
Historical Historical(1) ments Pro forma
---------- ------------- --------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 6,766 $ (129) $ 1,013 (2) $ 7,650
Receivables 70,540 18,816 (2,274)(2) 87,082
Inventories 93,864 11,232 4,366 (2) 109,462
Deferred taxes 6,944 2,667 (3) 9,611
Other current assets 2,038 2,149 (1,453)(2) 2,734
---------- --------- --------- ---------
Total Current Assets 180,152 32,068 4,319 216,539
Property, Plant and Equipment 90,077 11,328 3,986 (2) 105,391
Intangible Assets 180,029 9,523 97,222 (4) 286,774
Other Noncurrent Assets 4,773 4,773
---------- --------- --------- ---------
Total Assets $ 455,031 $ 52,919 $ 105,527 $ 613,477
========== ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade accounts payable $ 32,331 $ 5,289 $ 178 (2) $ 37,798
Dividends payable 3,069 3,069
Accrued expenses 37,355 6,714 7,985 (2) 52,054
---------- --------- --------- ---------
Total Current Liabilities 72,755 12,003 8,163 92,921
Subordinated debt 75,000 75,000
Long-term debt 107,830 25,465 110,544 (5) 243,839
Accrued interest and other 2,820 2,820
Other Noncurrent Liabilities 25,407 420 (420)(2) 25,407
---------- --------- --------- ---------
Total Liabilities 283,812 37,888 118,287 439,987
---------- --------- --------- ---------
Shareholders' Equity
Common stock 192 1 (6) 193
Additional paid in capital 86,976 9,351 (7,081)(6) 89,246
Retained earnings(deficit) 86,472 5,903 (5,903)(6) 86,472
Common stock in treasury
Accumulated translation adjustment (2,421) (223) 223 (6) (2,421)
----------- --------- --------- ---------
Total Shareholders' Equity 171,219 15,031 (12,760) 173,490
----------- --------- --------- ---------
Total Liabilities and shareholders' equity $ 455,031 $ 52,919 $ 105,527 $ 613,477
=========== ========= ========= =========
</TABLE>
NOTES:
(1) Represents the historical net book value of the assets and
liabilities of FM at June 30, 1996.
(2) Represents adjustments to state FM's historical balance sheet to fair
market value as of the acquisition date in accordance with APB-16 .
(3) Represents tax effect of pro forma adjustments.
(4) Represents adjustments to FM's historical balance sheet to recognize
$104.2 million of goodwill and $2.5 million of other intangible assets
(patents and trademarks) from valuation of FM's balance sheet at fair
market value and elimination of FM's historical goodwill and other
intangible assets.
(5) Represents adjustments to FM's historical balance sheet to recognize the
portion of the FM purchase price ($110.5 million) and retirement of FM's
long-term debt ($25.5 million) financed with borrowings under the IDEX
credit agreements.
(6) Represents adjustments to FM's historical balance sheet to recognize the
portion of the purchase price financed through issuance of 75,700 shares of
IDEX common stock and the elimination of FM's capital accounts.
F-24
<PAGE> 27
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 hereunto duly authorized.
IDEX Corporation
October 14, 1996 /s/ WAYNE P. SAYATOVIC
----------------------------------------
Wayne P. Sayatovic
Senior Vice President-Finance,
Chief Financial Officer and
Secretary (Duly Authorized and
Principal Financial Officer)
F-25
<PAGE> 28
ITEM 7(C) 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 Services,
Inc., Fluid Management Canada, LLC, Fluid Management
France, SNC, FM International, Inc., 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).
4.1 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
*23.1 Consent of Deloitte & Touche LLP
- ------------------
*filed herewith
F-26
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Current Report on Form 8-K of IDEX Corporation of
our report dated February 6, 1996 accompanying the consolidated financial
statements of Fluid Management Limited Partnership appearing herein.
DELOITTE & TOUCHE LLP
Chicago, Illinois
October 11, 1996
