<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2000
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
(State or other jurisdiction of
incorporation or organization)
630 DUNDEE ROAD, NORTHBROOK, ILLINOIS
(Address of principal executive offices)
36-3555336
(I.R.S. Employer
Identification No.)
60062
(Zip Code)
Registrant's telephone number: (847) 498-7070
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 31, 2000: 30,081,333.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 5,508 $ 2,895
Receivables net........................................... 115,380 100,805
Inventories............................................... 114,021 106,141
Other current assets...................................... 6,449 3,874
-------- --------
Total current assets................................. 241,358 213,715
Property, plant and equipment -- net........................ 129,444 129,917
Intangible assets -- net.................................... 398,128 385,061
Other noncurrent assets..................................... 11,040 9,874
-------- --------
Total assets......................................... $779,970 $738,567
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable.................................... $ 51,347 $ 44,289
Dividends payable......................................... 4,211 4,153
Accrued expenses.......................................... 43,794 43,192
-------- --------
Total current liabilities............................ 99,352 91,634
Long-term debt.............................................. 279,444 268,589
Other noncurrent liabilities................................ 50,932 49,320
-------- --------
Total liabilities.................................... 429,728 409,543
-------- --------
Shareholders' equity
Common stock, par value $.01 per share
Shares authorized: 2000 and 1999 -- 75,000,000
Shares issued and outstanding: 2000 -- 30,072,448;
1999 -- 29,635,576.................................... 301 296
Additional paid-in capital................................ 111,079 99,802
Retained earnings......................................... 258,257 233,326
Minimum pension liability adjustment...................... (1,759) (1,759)
Accumulated translation adjustment........................ (8,315) (2,543)
Treasury stock............................................ (144) (98)
Unearned compensation on restricted stock................. (9,177) --
-------- --------
Total shareholders' equity........................... 350,242 329,024
-------- --------
Total liabilities and shareholders' equity........... $779,970 $738,567
======== ========
</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>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2000 1999 2000 1999
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales........................................... $185,258 $161,484 $361,920 $317,972
Cost of sales....................................... 112,327 96,754 218,434 191,922
-------- -------- -------- --------
Gross profit........................................ 72,931 64,730 143,486 126,050
Selling, general and administrative expenses........ 38,257 35,018 75,949 69,999
Goodwill amortization............................... 2,918 2,704 5,818 5,418
-------- -------- -------- --------
Operating income.................................... 31,756 27,008 61,719 50,633
Other income (expense) -- net....................... 356 114 (143) 234
-------- -------- -------- --------
Income before interest expense and income taxes..... 32,112 27,122 61,576 50,867
Interest expense.................................... 4,060 4,345 8,224 8,863
-------- -------- -------- --------
Income before income taxes.......................... 28,052 22,777 53,352 42,004
Provision for income taxes.......................... 10,520 8,656 20,007 15,962
-------- -------- -------- --------
Net income.......................................... $ 17,532 $ 14,121 $ 33,345 $ 26,042
======== ======== ======== ========
Basic earnings per common share..................... $ .58 $ .48 $ 1.12 $ .88
======== ======== ======== ========
Diluted earnings per common share................... $ .57 $ .47 $ 1.09 $ .87
======== ======== ======== ========
Share data:
Weighted average common shares outstanding.......... 29,989 29,484 29,826 29,474
======== ======== ======== ========
Weighted average common shares outstanding assuming
full dilution..................................... 30,808 30,109 30,486 29,955
======== ======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
2
<PAGE> 4
IDEX CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMMON
STOCK & MINIMUM UNEARNED
ADDITIONAL PENSION ACCUMULATED COMPENSATION TOTAL
PAID-IN RETAINED LIABILITY TRANSLATION TREASURY ON RESTRICTED SHAREHOLDERS'
CAPITAL EARNINGS ADJUSTMENT ADJUSTMENT STOCK STOCK EQUITY
---------- -------- ---------- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999.... $100,098 $233,326 $(1,759) $(2,543) $ (98) $ -- $329,024
-------- -------- ------- ------- ----- ------- --------
Net income.................... 33,345 33,345
Unrealized translation
adjustment.................. (5,772) (5,772)
-------- ------- --------
Comprehensive income.......... 33,345 (5,772) 27,573
-------- ------- --------
Issuance of 88,872 shares of
common stock from exercise
of stock options............ 1,788 1,788
Issuance of 350,000 shares of
restricted common stock..... 9,494 (9,494) --
Amortization of restricted
stock awards................ 317 317
Purchase of common stock...... (46) (46)
Cash dividends declared on
common stock ($.28 per
share)...................... (8,414) (8,414)
-------- -------- ------- ------- ----- ------- --------
Balance, June 30, 2000
(unaudited)................. $111,380 $258,257 $(1,759) $(8,315) $(144) $(9,177) $350,242
======== ======== ======= ======= ===== ======= ========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 5
IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
--------------------
2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities
Net income.................................................. $ 33,345 $ 26,042
Adjustments to reconcile to net cash provided by operations:
Depreciation and amortization............................. 11,484 10,759
Amortization of intangibles............................... 6,593 6,078
Amortization of unearned compensation..................... 317 --
Amortization of debt issuance expenses.................... 112 242
Deferred income taxes..................................... 25 2,668
Increase in receivables................................... (12,051) (7,929)
(Increase) decrease in inventories........................ (3,160) 3,634
Increase (decrease) in trade accounts payable............. 6,406 (1,361)
Decrease in accrued expenses.............................. (426) (1,922)
Other -- net.............................................. (6,286) (1,368)
-------- --------
Net cash flows from operating activities............... 36,359 36,843
-------- --------
Cash flows from investing activities
Additions to property, plant and equipment................ (8,567) (8,881)
Acquisitions of businesses (net of cash acquired)......... (34,369) (48,175)
-------- --------
Net cash flows from investing activities............... (42,936) (57,056)
-------- --------
Cash flows from financing activities
Borrowings under credit facilities for acquisitions....... 34,369 48,175
Net repayments under credit facilities.................... (15,847) (12,493)
Repayments of other long-term debt........................ (2,154) (3,815)
Increase (decrease) in accrued interest................... 30 (486)
Dividends paid............................................ (8,355) (8,250)
Proceeds from stock option exercises...................... 1,193 1,471
Purchase of common stock.................................. (46) (98)
-------- --------
Net cash flows from financing activities............... 9,190 24,504
-------- --------
Net increase in cash........................................ 2,613 4,291
Cash and cash equivalents at beginning of year.............. 2,895 2,721
-------- --------
Cash and cash equivalents at end of period.................. $ 5,508 $ 7,012
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest.................................................. $ 8,082 $ 9,107
Income taxes.............................................. 18,937 10,866
Significant non-cash activities:
Debt acquired with acquisition of business................ -- 13,065
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 6
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS
IDEX Corporation ("IDEX" or the "Company") manufactures an extensive array
of proprietary engineered industrial products sold to customers in a variety of
industries around the world. The Company believes that each of its principal
business units holds the number-one or number-two market share position in each
unit's niche market. IDEX believes that its consistent financial performance has
been attributable to the manufacture of quality proprietary products designed
and engineered by the Company, coupled with its ability to identify and
successfully integrate strategic acquisitions. IDEX consists of three reportable
business segments: Pump Products Group, Dispensing Equipment Group, and Other
Engineered Products Group.
The Pump Products Group designs, produces and distributes a wide variety of
industrial pumps, compressors and related controls for the movement of liquids,
air and gases. The devices and equipment produced by the Group are used by a
large and diverse set of industries, including chemical processing, machinery,
water treatment, medical equipment, petroleum distribution, oil and refining,
and food processing.
The Dispensing Equipment Group produces highly engineered equipment for
dispensing, metering and mixing colorants, paints, inks and dyes; refinishing
equipment; and centralized lubrication systems. This proprietary equipment is
used in a variety of retail and commercial industries around the world. These
units provide componentry and systems for applications such as tinting paints
and coatings, industrial and automotive refinishing, and the precise lubrication
of machinery and transportation equipment.
The Other Engineered Products Group manufactures engineered banding and
clamping devices, fire fighting pumps and rescue tools. The high-quality
stainless steel bands, buckles and preformed clamps and related installation
tools are used in applications including securing hoses, signals, pipes, poles,
electrical lines, sign-mounting systems and numerous other "hold-together"
applications. The group also includes a leading manufacturer of truck-mounted
fire pumps and rescue tool systems used by public and private fire and rescue
organizations.
Information about the operations of IDEX in different business segments
follows based on the nature of products and services offered. The Company's
basis of segmentation and basis of segment profit measurement for the quarter
and six months ended June 30, 2000, are the same as those set forth under
"Business Segments and Geographic Information" on pages 30 and 31 of the 1999
Annual Report to Shareholders. Intersegment sales are accounted for at fair
value as if the sales were to third parties. Amounts are in thousands.
5
<PAGE> 7
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2000 1999 2000 1999
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales
Pump Products
From external customers........................ $101,109 $ 94,137 $199,450 $187,798
Intersegment sales............................. 797 754 1,443 1,401
-------- -------- -------- --------
Total group sales............................ 101,906 94,891 200,893 189,199
-------- -------- -------- --------
Dispensing Equipment
From external customers........................ 47,172 33,141 87,091 59,400
Intersegment sales............................. -- 2 1 2
-------- -------- -------- --------
Total group sales............................ 47,172 33,143 87,092 59,402
-------- -------- -------- --------
Other Engineered Products
From external customers........................ 36,977 34,206 75,379 70,774
Intersegment sales............................. 1 1 2 2
-------- -------- -------- --------
Total group sales............................ 36,978 34,207 75,381 70,776
-------- -------- -------- --------
Intersegment elimination.......................... (798) (757) (1,446) (1,405)
-------- -------- -------- --------
Total net sales.............................. $185,258 $161,484 $361,920 $317,972
======== ======== ======== ========
Operating income
Pump Products..................................... $ 18,942 $ 17,430 $ 38,265 $ 34,683
Dispensing Equipment.............................. 10,715 7,462 17,932 11,138
Other Engineered Products......................... 6,549 5,766 13,988 12,081
Corporate Office and Other........................ (4,450) (3,650) (8,466) (7,269)
-------- -------- -------- --------
Total operating income....................... $ 31,756 $ 27,008 $ 61,719 $ 50,633
======== ======== ======== ========
</TABLE>
2. ACQUISITIONS
The Company acquired Ismatec SA on April 17, 2000 and Trebor International,
Inc. on May 31, 2000 at a total cost of approximately $34 million with
borrowings under the Company's U.S. bank credit facilities. Ismatec, with
headquarters near Zurich, Switzerland is a leading European manufacturer of
peristalic metering pumps, analytical process controllers and sample preparation
systems. These products typically are used for scientific research and
development in the pharmaceutical, medical, biotech and institutional laboratory
markets. Trebor, with headquarters near Salt Lake City, is a leading designer
and manufacturer of high purity fluid handling products, including air-operated
diaphragm pumps and deionized water-heating systems. Trebor's products are
incorporated into wet chemical processing and chemical delivery and blending
systems. Ismatec and Trebor are being operated as part of the Pump Products
group.
On June 4, 1999, IDEX acquired FAST S.p.A. at a cost of $61.6 million with
financing provided by borrowings under the Company's U.S. bank credit facilities
and debt acquired. FAST, with headquarters near Milan, Italy is a leading
European manufacturer of refinishing and color-formulation equipment for a
number of applications, including paints, coatings, inks, colorants and dyes.
FAST is being operated as part of IDEX's Dispensing Equipment Group.
All acquisitions were accounted for as purchases, and operating results
include the acquisitions from the dates of purchase. Cost in excess of net
assets acquired is amortized on a straight-line basis over a period not
exceeding 40 years. The unaudited pro forma consolidated results of operations,
including FAST, for the six months ended June 30, 1999, reflecting the
allocation of the purchase price and related financing of the
6
<PAGE> 8
IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
transaction are as follows, assuming the acquisition had occurred at the
beginning of the period (in thousands except per share amounts):
<TABLE>
<CAPTION>
1999
-----------
(UNAUDITED)
<S> <C>
Net sales................................................... $337,781
Net income.................................................. 27,612
Basic EPS -- Net income..................................... .94
Diluted EPS -- Net income................................... .92
</TABLE>
3. EARNINGS PER COMMON SHARE
Earnings per common share (EPS) are computed by dividing net income by the
weighted average number of shares of common stock (basic) plus common stock
equivalents outstanding (diluted) during the year. Common stock equivalents
consist of stock options and have been included in the calculation of weighted
average shares outstanding using the treasury stock method. Basic weighted
average shares reconciles to fully diluted weighted average shares as follows
(in thousands):
<TABLE>
<CAPTION>
SECOND QUARTER
ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------- ----------------
2000 1999 2000 1999
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Basic weighted average common shares
outstanding............................ 29,989 29,484 29,826 29,474
Dilutive effect of stock options......... 819 625 660 481
------ ------ ------ ------
Weighted average common shares
outstanding assuming full dilution..... 30,808 30,109 30,486 29,955
====== ====== ====== ======
</TABLE>
4. INVENTORIES
The components of inventories as of June 30, 2000, and December 31, 1999,
were (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
-------- ------------
(UNAUDITED)
<S> <C> <C>
Raw materials and supplies......................... $ 33,166 $ 28,930
Work in process.................................... 14,715 12,722
Finished goods..................................... 66,140 64,489
-------- --------
Total............................................ $114,021 $106,141
======== ========
</TABLE>
Those inventories which were carried on a LIFO basis amounted to $92,394
and $86,587 at June 30, 2000, and December 31, 1999, respectively. The excess of
current cost over LIFO inventory value and the impact of using the LIFO method
on earnings are not material.
5. COMMON AND PREFERRED STOCK
The Company had five million shares of preferred stock authorized but
unissued at June 30, 2000, and December 31, 1999.
7
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
HISTORICAL OVERVIEW AND OUTLOOK
IDEX sells a broad range of proprietary pump products, dispensing equipment
and other engineered products to a diverse customer base in the United States
and internationally. Accordingly, IDEX's businesses are affected by levels of
industrial activity and economic conditions in the U.S. and in other countries
where its products are sold and by the relationship of the U.S. dollar to other
currencies. Among the factors that influence the demand for IDEX's products are
interest rates, levels of capacity utilization and capital spending in certain
industries, and overall industrial activity.
IDEX has a history of above-average operating margins. The Company's
operating margins are impacted by, among other things, utilization of facilities
as sales volumes change and inclusion of newly acquired businesses, which may
have lower margins and whose margins are normally further reduced by purchase
accounting adjustments.
IDEX sales, net income and earnings per share for the three months ended
June 30, 2000 were the highest for any quarter in its history. New orders for
the second quarter totaled $180.9 million, a 12% improvement from the second
quarter of last year and 6% lower than this year's first quarter. Order activity
is strongest for IDEX in its first quarter, as OEM customers often will order
their requirements for the new year during this period. As expected, the order
backlog was reduced $4 million during the second quarter. IDEX ended the quarter
with a typical unfilled order backlog of about 1 1/3 months' sales. This
customarily low level of backlog allows the Company to provide excellent
customer service, but also means that changes in orders are felt quickly in
operating results.
The following forward-looking statements are qualified by the cautionary
statement under the Private Securities Litigation Reform Act set forth below.
Management is very optimistic about the short and long term prospects of the
Company. IDEX anticipates its excellent results to continue as the year
progresses and expects to achieve record orders, sales and earning per share in
2000. Management believes that IDEX is well positioned and will benefit from its
continued emphasis on profitable growth initiatives, margin improvements at
recently acquired businesses, the use of the Company's strong cash flow to cut
debt and interest expense, and its continued pursuit of an active and successful
acquisition strategy.
CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
The preceding paragraph and the "Liquidity and Capital Resources" sections
of this management's discussion and analysis of IDEX operations contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such statements relate to, among other
things, capital expenditures, cost reduction, cash flow and operating
improvements, and are indicated by words such as "anticipate," "estimate,"
"expects," "plans," "projects," "should," "will," "management believes," "the
Company intends" and similar words or phrases. Such statements are subject to
inherent uncertainties and risks which could cause actual results to vary
materially from suggested results, including but not limited to the following:
levels of industrial activity and economic conditions in the U.S. and other
countries around the world, pricing pressures and other competitive factors, and
levels of capital spending in certain industries, all of which could have a
material impact on order rates and the Company's results, particularly in light
of the low levels of order backlogs typically maintained by the Company; IDEX's
ability to integrate and operate acquired businesses on a profitable basis; the
relationship of the U.S. dollar to other currencies and its impact on pricing
and cost competitiveness; interest rates; utilization of IDEX's capacity and the
affect of capacity utilization on costs; labor market conditions and raw
material costs; developments with respect to contingencies, such as
environmental matters and litigation; and other risks detailed from time to time
in the Company's filings with the Securities and Exchange Commission.
8
<PAGE> 10
RESULTS OF OPERATIONS
For purposes of this discussion and analysis section, reference is made to
the table on the following page and the Company's Statements of Consolidated
Operations included in the Financial Statements section. IDEX consists of three
reporting groups: Pump Products, Dispensing Equipment and Other Engineered
Products.
PERFORMANCE IN THE SECOND QUARTER ENDED JUNE 30, 2000 COMPARED TO THE SAME
PERIOD OF 1999
Sales, net income and earnings per share for the second quarter of 2000
were the highest for any quarter in the Company's history. Incoming orders,
$180.9 million, were 12% higher than in 1999, with base businesses and recent
acquisitions (FAST-June 1999, Ismatec-April 2000 and Trebor-May 2000)
contributing growth of 6% and 8%, respectively, while foreign currency
translation had a 2% negative effect. Net sales for the three months ended June
30, 2000 were $185.3 million, a 15% increase over the $161.5 million for the
comparable 1999 period. Acquisitions added 8% to second quarter sales and base
business volume was up 9%, but foreign currency translation had a 2% negative
effect. Net income was $17.5 million, 24% higher than the $14.1 million earned
in the second quarter of 1999. Diluted earnings per share rose 10 cents to 57
cents, up 21% compared with the same period a year ago.
In the second quarter of 2000, the Pump Products Group contributed 55% of
sales and 52% of operating income, the Dispensing Equipment Group accounted for
25% of sales and 30% of operating income, and the Engineered Products Group
represented 20% of sales and 18% of operating income. International sales were
41% of total sales, up from 38% in the same quarter of 1999. In the second
quarter of 2000, international sales grew by 25% while domestic sales increased
by 9% compared with last year. Excluding the recent acquisitions and currency
translation, international sales increased 10% reflecting increases in all
international markets.
Pump Products Group sales of $101.9 million for the three months ended June
30, 2000 increased by $7.0 million, or 7%, from 1999 principally reflecting
higher base business sales volume, up 6% from last year. The Ismatec and Trebor
acquisitions added 2% to the second quarter sales while foreign currency had a
1% negative effect on the Group's sales comparison to 1999. In the second
quarter of 2000, international sales grew by 16%, while domestic sales increased
by 4%. As a result, sales to customers outside the U.S. increased to 33% of
total group sales in 2000 from 31% in 1999 due to higher sales in all
international markets.
Dispensing Equipment Group sales of $47.2 million increased $14.0 million,
or 42%, in the second quarter of 2000 compared with last year's second quarter.
The FAST acquisition added 32% to second quarter sales and base business volume
was up 13%, but foreign currency translation had a 3% negative effect. In the
second quarter of 2000, international sales grew by 68%, while domestic sales
increased by 21%. The increase in international sales reflected the FAST
acquisition and higher base business volume. Sales to customers outside the U.S.
were 53% of total group sales in 2000, up from 45% in 1999 primarily reflecting
the additional international sales from the FAST acquisition.
Other Engineered Products sales of $37.0 million increased by $2.8 million,
or 8%, in the second quarter of 2000 compared with 1999. Overall base business
increased by 12% and foreign currency translation had a negative effect of 4% on
this Group's sales volume. In the second quarter of 2000, domestic sales
increased by 14% and international sales increased by 2%. Sales to customers
outside the U.S. were 47% of total group sales in 2000, down from 49% in 1999
principally reflecting a change in sales mix due to the stronger domestic sales
increase in 2000.
Gross profit of $72.9 million in the second quarter of 2000 increased by
$8.2 million, or 13%, from 1999 reflecting higher sales volume at all of IDEX's
business groups. Gross profit as a percent of sales was 39.4% in 2000 and
declined from 40.1% in 1999 principally reflecting recent acquisitions, where
gross margins were lower than the base businesses partially offset by
productivity improvements at the Company's base businesses. Selling, general and
administrative expenses increased to $38.3 million in 2000 from $35.0 million in
1999, and as a percent of net sales, decreased to 20.7% from 21.7% in 1999.
Goodwill amortization increased by 8% to $2.9 million in 2000 from $2.7 million
in 1999 reflecting the recent acquisitions. As a percent of sales, goodwill
amortization remained flat at about 2% for both years.
9
<PAGE> 11
IDEX CORPORATION AND SUBSIDIARIES
COMPANY AND BUSINESS GROUP FINANCIAL INFORMATION
(IN THOUSANDS)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
2000 (1) 1999 2000 (1) 1999
-------- ---- -------- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Pump Products Group
Net sales(2)...................................... $101,906 $ 94,891 $200,893 $189,199
Operating income(3)............................... 18,942 17,430 38,265 34,683
Operating margin.................................. 18.6% 18.4% 19.0% 18.3%
Depreciation and amortization..................... $ 5,047 $ 4,901 $ 10,022 $ 9,810
Capital expenditures.............................. 1,867 2,336 3,833 4,199
Dispensing Equipment Group
Net sales(2)...................................... $ 47,172 $ 33,143 $ 87,092 $ 59,402
Operating income(3)............................... 10,715 7,462 17,932 11,138
Operating margin.................................. 22.7% 22.5% 20.6% 18.8%
Depreciation and amortization..................... $ 2,244 $ 1,723 $ 4,382 $ 3,422
Capital expenditures.............................. 1,382 1,310 2,483 2,507
Other Engineered Products
Group Net sales(2)................................ $ 36,978 $ 34,207 $ 75,381 $ 70,776
Operating income(3)............................... 6,549 5,766 13,988 12,081
Operating margin.................................. 17.7% 16.9% 18.6% 17.1%
Depreciation and amortization..................... $ 1,737 $ 1,720 $ 3,505 $ 3,449
Capital expenditures.............................. 889 1,108 2,156 2,125
Company
Net sales......................................... $185,258 $161,484 $361,920 $317,972
Operating income.................................. 31,756 27,008 61,719 50,633
Operating margin.................................. 17.1% 16.7% 17.1% 15.9%
Depreciation and amortization(4).................. $ 9,028 $ 8,422 $ 18,077 $ 16,837
Capital expenditures.............................. 4,219 4,777 8,567 8,881
</TABLE>
-------------------------
(1) Includes acquisition of Ismatec SA (April 17, 2000) and Trebor
International, Inc. (May 31, 2000) in the Pump Products Group; and FAST
S.p.A. (June 4, 1999) in the Dispensing Equipment Group from the dates of
acquisition.
(2) Group net sales include intersegment sales.
(3) Group operating income excludes net unallocated corporate operating
expenses.
(4) Excludes amortization of debt issuance expenses.
10
<PAGE> 12
Operating income increased by $4.8 million, or 18%, to $31.8 million in
2000 from $27.0 million in 1999. Operating income as a percent of sales
increased to 17.1% in 2000 from 16.7% in 1999. The increase in operating income
and margin growth reflected improvements at all three business groups and
resulted from higher sales volumes, expense controls and productivity
improvements. In the Pump Products Group, operating income of $18.9 million and
operating margin of 18.6% in 2000 compared to the $17.4 million and 18.4%
recorded in 1999. Operating income of $10.7 million and operating margin of
22.7% in the Dispensing Equipment Group increased from the $7.5 million and
22.5% recorded in 1999. Operating income in the Other Engineered Products Group
of $6.5 million and operating margin of 17.7% in 2000 increased from $5.8
million and 16.9% achieved in 1999.
Interest expense decreased to $4.1 million in the second quarter of 2000
from $4.3 million in 1999. The decrease in interest was due to debt reductions
from operating cash flow, partially offset by additional debt required for the
acquisition of the FAST, Ismatec and Trebor businesses.
The provision for income taxes increased to $10.5 million in 2000 from $8.7
million in 1999 reflecting higher income. The effective tax rate decreased to
37.5% in 2000 from 38.0% in 1999.
Net income of $17.5 million in 2000 was 24% higher than income of $14.1
million in 1999. Diluted earnings per share amounted to 57 cents in 2000, an
increase of 10 cents per share, or 21%, from the 47 cents achieved in 1999.
PERFORMANCE IN THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SAME PERIOD OF
1999
Orders, sales, net income and earnings per share for the first six months
of 2000 were the highest for any comparable period in the Company's history.
Incoming orders, $374.1 million, were 14% higher than in 1999, with base
businesses and recent acquisitions contributing growth of 10% and 6%,
respectively, while foreign currency had a 2% negative effect. In the first half
of 2000, sales of $361.9 million also rose 14% from the comparable 1999 period.
Similar to the order pattern, base business sales increased 10%, acquisitions
added 6% but foreign currency translation had a 2% negative effect. Net income
was $33.3 million, 28% higher than the $26.0 million earned in last year's first
six months. Diluted earnings per share rose 22 cents to $1.09, up 25% over the
same period a year ago.
In the first half of 2000, the Pump Products Group contributed 55% of sales
and 54% of operating income, the Dispensing Equipment Group accounted for 24% of
sales and 26% of operating income, and the Engineered Products Group represented
21% of sales and 20% of operating income. International sales were 40% of total
sales, up from 37% in the same period last year. International sales grew by 22%
for the first six months of 2000, while domestic sales increased by 9%.
Excluding the recent acquisitions and foreign currency, international sales
increased 12% reflecting higher sales volume in all international markets.
Pump Products Group sales of $200.9 million increased by $11.7 million, or
6%, for the six months ended June 30, 2000 compared with 1999 principally
reflecting 6% higher base sales volume. The Ismatec and Trebor acquisitions
added 1% to the first half sales while foreign currency had a 1% negative effect
on the Group's sales comparison to 1999. In the first half of 2000,
international sales grew by 12%, while domestic sales increased by 4%. As a
result, sales to customers outside the U.S. increased to 32% of total group
sales in 2000 from 30% in 1999 due to higher sales in all international markets.
Dispensing Equipment Group sales of $87.1 million increased $27.7 million,
or 47%, in the first six months of 2000 compared with the comparable period of
last year. The FAST acquisition added 29% to the first six months sales and base
business volume was up 22%, but foreign currency translation had a 4% negative
effect. In the first half of 2000, international sales grew by 79%, while
domestic sales increased by 22%. The increase in international sales reflected
the FAST acquisition and higher base business volume. Sales to customers outside
the U.S. were 52% of total group sales in 2000, up from 43% in 1999 chiefly
resulting from the additional international sales from the FAST acquisition.
Other Engineered Products sales of $75.4 million increased by $4.6 million,
or 7%, in the first half of 2000 compared with 1999. Overall base business
increased by 10% and foreign currency translation had a negative effect of 3% on
this Group's sales volume. In the six months ended June 30, 2000, domestic sales
increased by
11
<PAGE> 13
14% and international sales were 1% lower. Sales to customers outside the U.S.
were 47% of total group sales in 2000, down from 51% in 1999 principally
reflecting a change in sales mix due to the stronger domestic sales increase in
2000.
Gross profit of $143.5 million in the first six months of 2000 increased by
$17.4 million, or 14%, from 1999 reflecting higher sales volume at all of IDEX's
business groups. Gross profit as a percent of sales was 39.6% in 2000 and was
the same as 1999. Selling, general and administrative expenses increased to
$75.9 million in 2000 from $70.0 million in 1999, and as a percent of net sales,
decreased to 21.0% from 22.0% in 1999. Goodwill amortization increased by 7% to
$5.8 million in 2000 from $5.4 million in 1999 reflecting the recent
acquisitions. As a percent of sales, goodwill amortization remained flat at
about 2% for both years.
Operating income increased by $11.1 million, or 22%, to $61.7 million in
2000 from $50.6 million in 1999. Operating income as a percent of sales
increased to 17.1% in 2000 from 15.9% in 1999. The increase in operating income
and margin growth reflected improvements at all three business groups and
resulted from higher sales volumes, expense controls and productivity
improvements. In the Pump Products Group, operating income of $38.3 million and
operating margin of 19.0% in 2000 compared to the $34.7 million and 18.3%
recorded in 1999. Operating income of $17.9 million and operating margin of
20.6% in the Dispensing Equipment Group increased from the $11.1 million and
18.8% recorded in 1999. Operating income in the Other Engineered Products Group
of $14.0 million and operating margin of 18.6% in 2000 increased from $12.1
million and 17.1% achieved in 1999.
Interest expense decreased to $8.2 million in the first six months of 2000
from $8.9 million in 1999. The decrease in interest was due to debt reductions
from operating cash flow, partially offset by additional debt required for the
acquisition of the FAST, Ismatec and Trebor businesses.
The provision for income taxes increased to $20.0 million in 2000 from
$16.0 million in 1999 reflecting higher income. The effective tax rate decreased
to 37.5% in 2000 from 38.0% in 1999.
Net income of $33.3 million in 2000 was 28% higher than income of $26.0
million in 1999. Diluted earnings per share amounted to $1.09 in 2000, an
increase of 22 cents per share, or 25%, from the 87 cents achieved in 1999.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, IDEX's working capital was $142.0 million and its current
ratio was 2.4 to 1. The Company's cash flow from continuing operations decreased
by $0.4 million to $36.4 million in 2000. The decrease principally reflected
higher working capital requirements due to higher sales volume partially offset
by higher income.
Cash flow provided from operations was more than adequate to fund capital
expenditures of $8.6 million and $8.9 million in 2000 and 1999, respectively.
Capital expenditures were generally for machinery and equipment which improved
productivity, although a portion was 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.
The Company acquired Ismatec SA on April 17, 2000 and Trebor International,
Inc. on May 31, 2000 at a total cost of approximately $34 million. The
acquisitions were accounted for using the purchase method and were financed
under the Company's U.S. bank credit facilities. Interest is payable at rates
ranging from 3.7% to 6.9%.
At June 30, 2000, the maximum amount available under the U.S. Bank Credit
Facility was $235 million, of which $105.2 million was borrowed including $92.2
million in western european currencies. The western european currency borrowings
provide an economic hedge against the Company's net investment in its Dutch,
Italian and Swiss operations. Any amount outstanding at July 1, 2001, becomes
due at that date. Interest is payable quarterly on the outstanding balance at
the agent bank's reference rate or at LIBOR plus an applicable margin. At June
30, 2000, the applicable margin was 25 basis points. In addition, the Company
pays an annual fee of 15 basis points on the total facility.
12
<PAGE> 14
The Company also has a $15 million demand line of credit available for
short-term borrowing requirements at the bank's reference rate or at an optional
rate based on the bank's cost of funds. At June 30, 2000, the Company had $4
million borrowed under this short-term line of credit.
At June 30, 2000, the maximum amount available under the Company's German
Credit Agreement was 52.5 million marks ($25.6 million), of which 16.5 million
marks ($8.1 million) was being used, which provides an economic hedge against
the net investment in the Company's German operation. The availability under
this agreement declines to 37 million marks at November 1, 2000. Any amount
outstanding at November 1, 2001, becomes due at that date. Interest is payable
quarterly on the outstanding balance at LIBOR plus an applicable margin. At June
30, 2000, the applicable margin was 62.5 basis points.
On October 20, 1998, IDEX's Board of Directors authorized the repurchase of
up to 1.5 million shares of common stock either at market prices or on a
negotiated basis as market conditions warrant. Any such purchases would be
funded with borrowings under the Company's existing lines of credit. At June 30,
2000 IDEX has purchased a total of 6,500 shares under the program at a cost of
approximately $144,000 including 2,000 shares at a cost of approximately $46,000
during the first six months of 2000.
IDEX believes it will generate sufficient cash flow from operations in 2000
to meet its operating requirements, interest and scheduled amortization payments
under the U.S. Bank Credit Facility, the demand line of credit and the German
Credit Agreement, interest and principal payments on the Senior Notes, any share
repurchases, approximately $20 million of planned capital expenditures, and
approximately $17 million of annual dividend payments to holders of common
stock. From commencement of operations in January 1988 until June 30, 2000, IDEX
has borrowed $674 million under its various credit agreements to complete 16
acquisitions. During this same period IDEX generated, principally from
operations, cash flow of $564 million to reduce its indebtedness. In the event
that suitable businesses 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.
YEAR 2000
IDEX initiated a year 2000 compliance program in late 1996 to ensure that
its information systems and other date-sensitive equipment continue an
uninterrupted transition into the year 2000. All of the Company's essential
processes, systems, and business functions were compliant with the year 2000
requirements by the end of 1999. IDEX did not experience any year 2000
consequences affecting its financial position, liquidity, or results of
operations.
The costs of IDEX's year 2000 transition program were funded with cash
flows from operations. Some of these costs related solely to the modification of
existing systems, while others were for new systems, which also improved
business functionality. In total, these costs were not substantially different
from the normal, recurring costs incurred for system development and
implementation, in part due to the reallocation of internal resources to
implement the new business systems. Expenditures related to this multi year
program were approximately $6 million.
EURO PREPARATIONS
During 1998, 1999 and 2000, the Company upgraded its business systems to
accommodate the euro currency. The cost of this upgrade was immaterial to the
Company's financial results. Although difficult to predict, any competitive
implications and any impact on existing financial instruments resulting from the
euro implementation are also expected to be immaterial to the Company's results
of operations, financial position or liquidity.
13
<PAGE> 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is subject to market risk associated with changes in interest
rates and foreign currency exchange rates. Interest rate exposure is limited to
the $279.4 million of long-term debt of the Company outstanding at June 30,
2000. Approximately 20% of the debt is priced at interest rates that float with
the market. A 50 basis point movement in the interest rate on the floating rate
debt would result in an approximate $285,000 annualized increase or decrease in
interest expense and cash flows. The remaining debt is either fixed rate debt or
debt that has been essentially fixed through the use of interest rate swaps. The
Company will from time to time enter into interest rate swaps on its debt when
it believes there is a clear financial advantage for doing so. A formalized
treasury risk management policy adopted by the Board of Directors exists that
describes the procedures and controls over derivative financial and commodity
instruments, including interest rate swaps. Under the policy, the Company does
not use derivative financial or commodity instruments for trading purposes, and
the use of such instruments is subject to strict approval levels by senior
officers. Typically, the use of such derivative instruments is limited to
interest rate swaps on the Company's outstanding long-term debt. The Company's
exposure related to such derivative instruments is, in the aggregate, not
material to the Company's financial position, results of operations and cash
flows.
The Company's foreign currency exchange rate risk is limited principally to
the euro, British pound sterling, German mark, Dutch guilder, Italian lira,
Swiss franc and other western european currencies. The Company manages its
foreign exchange risk principally through the invoicing of its customers in the
same currency as the source of the products.
14
<PAGE> 16
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. The Company held
its Annual Shareholders' Meeting on Wednesday, April 19, 2000. At the
Annual Meeting, shareholders elected three directors to serve three-year
terms on the Board of Directors of IDEX Corporation. The following
persons received a majority of votes cast for Class II directors:
<TABLE>
<CAPTION>
DIRECTOR FOR WITHHELD
----------------------------------------- ---------- ---------
<S> <C> <C>
William H. Luers......................... 27,266,426 159,562
George R. Roberts........................ 24,648,235 2,777,753
Michael T. Tokarz........................ 27,280,158 145,830
</TABLE>
In addition to the Class II directors named above, the following IDEX
directors' terms also continued after the April 19, 2000 Annual
Shareholders' Meeting:
Frank J. Hansen (retired as of April 30, 2000);
Paul E. Raether;
Neil A. Springer;
Richard E. Heath; and
Henry R. Kravis
Secondly, shareholders voted on an amendment, restatement and
continuation of the IDEX Amended and Restated Option Plan for Outside
Directors. The proposal received a majority of votes cast, specifically
as follows:
<TABLE>
<S> <C> <C>
Affirmative Votes........................ 25,513,476
Negative Votes........................... 1,895,971
Abstentions.............................. 16,541
Broker Nonvotes.......................... 0
</TABLE>
Additionally, shareholders voted on a proposal to appoint Deloitte &
Touche LLP as auditors of IDEX Corporation. The proposal received a
majority of the votes cast as follows:
<TABLE>
<S> <C> <C>
Affirmative Votes........................ 27,368,948
Negative Votes........................... 46,369
Abstentions.............................. 10,671
Broker Nonvotes.......................... 0
</TABLE>
ITEM 5. OTHER INFORMATION. None.
15
<PAGE> 17
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:
(1) In a report on form 8-K dated April 3, 2000 and filed with the
Securities Commission on April 3, 2000, the Company reported that
Donald N. Boyce, the Company's Chairman of the Board of Directors,
retired on March 31, 2000. Mr. Boyce's decision to retire was
consistent with his plan to remain on the Board of Directors for one
year following his retirement on March 31, 1999, as chief executive
officer. Mr. Boyce, 61, has been with the company since its founding in
1988. He served as chairman, president and chief executive officer
through 1997, and as chairman and chief executive officer through March
31, 1999.
(2) In a report on form 8-K dated April 17, 2000 and filed with the
Securities Commission on April 17, 2000, the Company reported Dennis K.
Williams, 54, as the Company's Chairman of the Board, President and
Chief Executive Officer effective May 1, 2000. With his appointment,
Mr. Williams succeeded Donald N. Boyce, who retired as Chairman on
March 31, and Frank J. Hansen who retired as President and Chief
Executive Officer and as Director as of April 30, 2000.
16
<PAGE> 18
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
/s/ WAYNE P. SAYATOVIC
--------------------------------------
WAYNE P. SAYATOVIC
Senior Vice President -- Finance
and Chief Financial Officer
(Duly Authorized and Principal
Financial Officer)
August 10, 2000
17
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1 Restated Certificate of Incorporation of IDEX Corporation
(formerly HI, Inc.) (incorporated by reference to Exhibit
No. 3.1 to the Registration Statement on Form S-1 of IDEX,
et al., Registration No. 33-21205, as filed on April 21,
1988)
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX
Corporation (formerly HI, Inc.), (incorporated by reference
to Exhibit No. 3.1(a) to the Quarterly Report of IDEX on
Form 10-Q for the quarter ended March 31, 1996, Commission
File No. 1-10235)
3.2 Amended and Restated By-Laws of IDEX Corporation
(incorporated by reference to Exhibit No. 3.2 to
Post-Effective Amendment No. 2 to the Registration Statement
on Form S-1 of IDEX, et al., Registration No. 33-21205, as
filed on July 17, 1989)
3.2(a) Amended and Restated Article III, Section 13 of the Amended
and Restated By-Laws of IDEX Corporation (incorporated by
reference to Exhibit No. 3.2(a) to Post-Effective Amendment
No. 3 to the Registration Statement on Form S-1 of IDEX, et
al., Registration No. 33-21205, as filed on February 12,
1990)
4.1 Restated Certificate of Incorporation and By-Laws of IDEX
Corporation (filed as Exhibits No. 3.1 through 3.2(a))
4.2 Indenture, dated as of February 23, 1998, between IDEX
Corporation, and Norwest Bank Minnesota, National
Association, as Trustee, relating to the 6 7/8% Senior Notes
of IDEX Corporation due February 15, 2008 (incorporated by
reference to Exhibit No. 4.1 to the Current Report of IDEX
on Form 8-K dated February 23, 1998, Commission File No.
1-10235)
4.3 Specimen Senior Note of IDEX Corporation (incorporated by
reference to Exhibit No. 4.1 to the Current Report of IDEX
on Form 8-K dated February 23, 1998, Commission File No.
1-10235)
4.4 Specimen Certificate of Common Stock of IDEX Corporation
(incorporated by reference to Exhibit No. 4.3 to the
Registration Statement on Form S-2 of IDEX, et al.,
Registration No. 33-42208, as filed on September 16, 1991)
4.5 Third Amended and Restated Credit Agreement dated as of July
17, 1996, among IDEX Corporation, Bank of America NT&SA, as
Agent, and other financial institutions named therein (the
"Banks") (incorporated by reference to Exhibit No. 4.5 to
the Quarterly Report of IDEX on Form 10-Q for the quarter
ended June 30, 1996, Commission File No. 1-10235)
4.5(a) First Amendment to the Third Amended and Restated Credit
Agreement dated as of April 11, 1997 (incorporated by
reference to Exhibit No. 4.5(a) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(b) Second Amendment to the Third Amended and Restated Credit
Agreement dated as of January 20, 1998 (incorporated by
reference to Exhibit No. 4.5(b) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(c) Third Amendment to the Third Amended and Restated Credit
Agreement dated as of February 9, 1998 (incorporated by
reference to Exhibit No. 4.5(c) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(d) Fourth Amendment to the Third Amended and Restated Credit
Agreement dated as of April 3, 1998 (incorporated by
reference to Exhibit No. 4.5(d) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1998,
Commission File No. 1-10235)
4.5(e) Fifth Amendment to the Third Amended and Restated Credit
Agreement dated as of June 8, 1999 (incorporated by
reference to Exhibit No. 4.5(e) to the Quarterly Report of
IDEX on Form 10-Q for the quarter ended June 30, 1999,
Commission File No. 1-10235)
10.1* IDEX Corporation Amended and Restated Stock Option Plan for
Outside Directors
</TABLE>
18
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.2 Amended and Restated Employment Agreement between IDEX
Corporation and Wayne P. Sayatovic, dated March 31, 2000
10.3 First Amendment to the Letter Agreement between IDEX
Corporation and Wayne P. Sayatovic, dated March 15, 2000
10.4 First Amendment to the Letter Agreement between IDEX
Corporation and James R. Fluharty, dated March 15, 2000
10.5 First Amendment to the Letter Agreement between IDEX
Corporation and Rodney L. Usher, dated March 15, 2000
10.6* Employment Agreement between IDEX Corporation and Dennis K.
Williams dated April 14, 2000
10.7* Letter Agreement between IDEX Corporation and Wayne P.
Sayatovic, dated April 24, 2000
10.8* Letter Agreement between IDEX Corporation and James R.
Fluharty, dated April 24, 2000
10.9* Letter Agreement between IDEX Corporation and David T.
Windmuller, dated April 24, 2000
10.10* Letter Agreement between IDEX Corporation and Rodney L.
Usher, dated April 24, 2000
27* Financial Data Schedule
</TABLE>
-------------------------
* Filed herewith
19
