SEC Filing | IDEX Corporation

1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1995 OR ________ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 1-10235 IDEX Corporation (Exact name of registrant as specified in its charter) Delaware 36-3555336 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 630 Dundee Road Northbrook, Illinois 60062 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (708) 498-7070 ______________________________________________________________________ Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ Number of shares of common stock of IDEX Corporation ("IDEX" or the "Company") outstanding as of July 28, 1995: 19,118,193 shares. Documents Incorporated by Reference: None. 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements IDEX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)

_________________________ See Notes to Consolidated Financial Statements 1 3 IDEX CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED OPERATIONS (In thousands, except per share amounts)

_________________________ See Notes to Consolidated Financial Statements. 2 4 IDEX CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED OPERATIONS (In thousands, except per share amounts)

_________________________ See Notes to Consolidated Financial Statements. 3 5 IDEX CORPORATION AND SUBSIDIARIES STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY (In thousands)

_________________________ See Notes to Consolidated Financial Statements. 4 6 IDEX CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS (In thousands)

Supplemental Disclosure of Cash Flow Information Cash paid during the period for: Interest....................................... $ 7,192 $4,835 Taxes (including foreign)...................... 10,913 7,016

_________________________ See Notes to Consolidated Financial Statements. 5 7 IDEX CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Acquisition Pursuant to the requirements of the Securities and Exchange Commission, the January 22, 1988 Acquisition of the initial six businesses comprising IDEX Corporation ("IDEX" or the "Company") was not accounted for as a purchase transaction. Consequently, the accounting for the acquisition does not reflect any adjustment of the carrying value of the assets and liabilities to their fair values at the time of the acquisition. Accordingly, the shareholders' equity of IDEX at June 30, 1995 and December 31, 1994 includes a charge of $96.5 million, which represents the excess of the purchase price over the book value of the subsidiaries purchased at the date of the acquisition. 2. (a) Significant Accounting Policies In the opinion of management, the unaudited information presented as of June 30, 1995 and for the second quarter and six months ended June 30, 1995 and 1994 reflects all adjustments necessary, which consist only of normal recurring adjustments, for a fair presentation of the interim periods. (b) Earnings Per Share Earnings per share is computed by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. Common stock equivalents, in the form of stock options, have been included in the calculation of weighted average shares outstanding under the treasury stock method. 3. Inventories The components of inventories as of June 30, 1995 and December 31, 1994 were: (000's omitted)
June 30, December 31, 1995 1994 -------- ------------ Inventories Raw materials and supplies $11,848 $ 9,430 Work in process 10,557 10,648 Finished goods 67,193 58,027 ------- ------- Totals $89,598 $78,105 ======= =======
Those inventories which were carried on a LIFO basis amounted to $47,944 and $41,499 at June 30, 1995 and December 31, 1994, respectively. The excess of current cost over LIFO inventory value and the impact on earnings of using the LIFO method are not material. 4. Common and Preferred Stock All share and per-share data has been restated to reflect the three-for-two stock split effected in the form of a 50% dividend paid in January 1995. The Company had five million shares of preferred stock authorized but unissued at June 30, 1995 and December 31, 1994. 5. Acquisition On May 2, 1995, Micropump, Inc. ("Micropump"), a newly formed subsidiary of IDEX, acquired for approximately $33 million the net assets of Micropump Corporation, a manufacturer of small, precision-engineered, magnetically driven pumps. Micropump's products are used in a variety of industrial, medical and electronics applications where extremely accurate but very low flow output is necessary. The acquisition, which is not material to IDEX, has been accounted for using the purchase method of accounting and financed through a $33 million borrowing under the Credit Agreement. 6 8 Company and Business Group Financial Information (000's omitted)
For the Second Quarter Ended June 30, 1995 1994 ---- ---- (unaudited) Fluid Handling Group (1) Net sales............................... $ 91,426 $63,267 Income from operations.................. 19,761 13,152 Operating margin........................ 21.6% 20.8% Depreciation and amortization (3)....... $ 3,423 $ 2,507 Capital expenditures.................... 2,258 2,096 Industrial Products Group (1) Net sales............................... $ 35,870 $30,393 Income from operations.................. 5,822 4,553 Operating margin........................ 16.2% 15.0% Depreciation and amortization (3)....... $ 722 $ 754 Capital expenditures.................... 1,024 490 Company (2) Net sales............................... $127,203 $93,559 Income from operations.................. 23,147 15,679 Operating margin........................ 18.2% 16.8% Depreciation and amortization (3)....... $ 4,160 $ 3,273 Capital expenditures.................... 3,283 2,636
(1) Income from operations excludes net unallocated corporate operating expenses. (2) Includes the operations of the two business groups in addition to corporate operating expenses and inter-group eliminations. (3) Excludes amortization of debt issuance expenses. 7 9 Company and Business Group Financial Information (000's omitted)
For the Six Months Ended June 30, 1995 1994 ---- ---- (unaudited) Fluid Handling Group (1) Net sales............................... $172,953 $119,818 Income from operations.................. 36,668 24,583 Operating margin........................ 21.2% 20.5% Depreciation and amortization (3)....... $ 6,625 $ 4,753 Capital expenditures.................... 3,599 3,264 Industrial Products Group (1) Net sales............................... $ 71,030 $ 59,785 Income from operations.................. 11,712 8,711 Operating margin........................ 16.5% 14.6% Depreciation and amortization (3)....... $ 1,563 $ 1,492 Capital expenditures.................... 1,919 880 Company (2) Net sales............................... $243,783 $179,433 Income from operations.................. 43,621 29,533 Operating margin........................ 17.9% 16.5% Depreciation and amortization (3)....... $ 8,218 $ 6,271 Capital expenditures.................... 5,539 4,194
(1) Income from operations excludes net unallocated corporate operating expenses. (2) Includes the operations of the two business groups in addition to corporate operating expenses and inter-group eliminations. (3) Excludes amortization of debt issuance expenses. 8 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Historical Overview and Outlook IDEX sells a broad range of fluid handling and industrial products to a diverse customer base in the United States and internationally. Accordingly, IDEX's businesses are generally affected by levels of industrial activity and economic conditions in the United States and in those other countries where its products are sold and, to some extent, by the relationship of the dollar to other currencies. Among the factors that affect the demand for IDEX's products are interest rates, levels of capital spending by industry and overall industrial growth. IDEX again achieved record sales, net income and earnings per common share in the second quarter of 1995. Sales increased 36%, net income rose 51% and earnings per share were up 50% compared to the second quarter of 1994. These improvements resulted from higher shipping volumes in base businesses and inclusion of recently acquired businesses (Hale Products in May 1994 and Micropump in May 1995). While business conditions remained very good in the second quarter of 1995, as expected, the rate of increase in year-over-year orders was lower than in the first quarter. Incoming orders in the second quarter of 1995 increased 24% over the same quarter of 1994, with orders in recently acquired businesses accounting for about three-quarters of the increase. The Company was able to reduce backlogs at June 30, 1995 to about 1.6 months' sales from 1.8 months' sales at the end of the first quarter. The Company operates with relatively low order backlogs in an effort to provide superior customer service. Any decline in orders would have an immediate effect on sales and profits. IDEX expects to achieve record sales and earnings in 1995. The quarterly results for the second half of 1995 are expected to be above the same period of 1994, but are unlikely to match the exceptional second quarter results given the state of the industrial economy, the traditionally slower activity levels, especially in Europe, during the summer months and the fact that results of Hale Products were in the base for the last half of 1994. 9 11 Results of Operations For purposes of this discussion and analysis section, reference is made to the tables set forth on the preceding pages 7 and 8 and the Company's Statements of Consolidated Operations included in the Financial Statement section. IDEX consists of two business segments: Fluid Handling and Industrial Products. Performance in the Second Quarter Ended June 30, 1995 Compared to 1994 Sales, net income and earnings per common share were at record levels in the three months ended June 30, 1995. Incoming orders rose 24% over the second quarter of the prior year, with the Company's base businesses contributing about one quarter of the increase and the inclusion of recently acquired businesses adding the other three quarters. Second quarter 1995 consolidated net sales of $127.2 million increased $33.6 million, or 36%, from the comparable period in 1994 with about half of the increase coming from the nine businesses in the Company's base last year and the other half resulting from inclusion of recent acquisitions. Fluid Handling Group sales of $91.4 million increased $28.2 million, or 45%, with two-thirds of the increase due to the inclusion of recently acquired businesses and the other third reflecting increased sales of base businesses in the Group. Sales in the Industrial Products Group of $35.9 million increased $5.5 million, or 18%, from the prior year. Income from operations increased 48% to $23.1 million in the second quarter of 1995 from $15.7 million in the second quarter of 1994. In the Fluid Handling Group, income from operations increased 50% to $19.8 million in the second quarter of 1995 from $13.2 million in the comparable 1994 quarter. Operating margins for the Group improved to 21.6% in the current quarter from 20.8% in the same quarter a year ago. The margin change resulted principally from volume-related gains with improved business conditions. Income from operations in the Industrial Products Group of $5.8 million and operating margins of 16.2% in the second quarter of 1995 were higher than income from operations of $4.6 million and operating margins of 15.0% in the comparable quarter of 1994 due to volume-related improvements. Interest expense increased to $3.9 million in the second quarter of 1995 from $3.1 million in the comparable 1994 period principally due to increased borrowings under the Credit Agreement following the acquisition of Hale Products and Micropump. The provision for income taxes increased to $6.9 million in the second quarter of 1995 from $4.5 million in the second quarter of 1994. The effective tax rate increased to 36.0% in the current quarter from 35.5% a year ago primarily due to the non-deductibility of goodwill amortization associated with the 1994 purchase of Hale Products. Net income of $12.3 million in the second quarter of 1995 was 51% higher than the $8.2 million recorded in the 1994 period. Earnings per common share amounted to $.63 in the current quarter, which was 50% higher than the $.42 recorded in the second quarter of 1994. All share and per share data has been restated to reflect the three-for-two stock split effected in the form of a 50% stock dividend in January 1995. 10 12 Performance in the Six Months Ended June 30, 1995 Compared to 1994 Sales, net income and earnings per common share were at record levels in the six months ended June 30, 1995. Incoming orders rose 12% in the Company's base businesses and the inclusion of recently acquired businesses added another 21% over the first six months of the prior year. Six month 1995 consolidated net sales of $243.8 million increased $64.4 million, or 36%, from the comparable period in 1994, with sales improvements in the Company's base businesses accounting for 16% of the rise and acquisitions accounting for the other 20%. Fluid Handling Group sales of $173.0 million increased $53.1 million, or 44%, with about two-thirds of the increase due to the inclusion of recently acquired businesses and the other third resulting from improved sales activity at base businesses. Sales in the Industrial Products Group of $71.0 million increased $11.2 million, or 19%, due to increased demand for products manufactured by the Group. Income from operations increased 48% to $43.6 million in the first half of 1995 from $29.5 million in the same period of 1994. In the Fluid Handling Group, income from operations increased 49% to $36.7 million in the first half of 1995 from $24.6 million in the comparable 1994 period as operating margins improved to 21.2% from 20.5% in the same period a year ago. The margin change resulted principally from volume-related gains with improving business conditions. Income from operations in the Industrial Products Group of $11.7 million and operating margins of 16.5% in the first six months of 1995 were sharply higher than income from operations of $8.7 million and operating margins of 14.6% in the comparable period of 1994 due to volume-related improvements. Interest expense increased to $7.6 million in the first six months of 1995 from $5.7 million in the comparable 1994 period principally due to increased borrowings under the Credit Agreement from the acquisition of Hale Products and Micropump. The provision for income taxes increased to $13.0 million in the first half of 1995 from $8.5 million in the comparable period of 1994. The effective tax rate increased to 36.0% in the current six months from 35.3% a year ago primarily due to the non-deductibility of goodwill amortization associated with the 1994 purchase of Hale Products. Net income of $23.1 million in the first half of 1995 was 49% higher than the $15.5 million recorded in the 1994 period. Earnings per common share amounted to $1.17 in the current six months, which was 48% higher than the $.79 recorded in 1994. All share and per share data has been restated to reflect the three-for-two stock split effected in the form of a 50% stock dividend paid in January 1995. 11 13 Liquidity and Capital Resources On June 30, 1995, IDEX's working capital was $97.5 million and its current ratio was 2.3 to 1. Internally generated funds were adequate to fund capital expenditures of $5.5 million and $4.2 million for the six months ended June 30, 1995 and 1994, respectively. These expenditures were primarily for machinery and equipment acquired to improve productivity, with a portion for repair and replacement of equipment and facilities. Management believes that IDEX has ample capacity in its plant and equipment to meet expected needs for future growth in the intermediate term. During the six months ended June 30, 1995 and 1994, depreciation and amortization expense, excluding amortization of debt issuance expenses, was $8.2 million and $6.3 million, respectively. At June 30, 1995, the maximum amount available under the Credit Agreement was $150 million, of which $112 million was being used and $38 million was available. The availability under the Credit Agreement declines in stages from $150 million to $135 million at December 31, 1995, to $115 million at December 31, 1996, and to $100 million on December 31, 1997. Any amount outstanding at June 30, 1999 becomes due at that date. Interest is payable quarterly on the outstanding balance at the Bank Agent's reference rate, or at rates applicable to certain dollar deposits in the interbank Eurodollar market plus 75 basis points. IDEX believes it will generate sufficient cash flow from operations to meet its operating requirements, scheduled amortization payments under the Credit Agreement, interest and principal payments on the Senior Subordinated Notes, approximately $16 million of expected aggregate capital expenditures in 1995 and $11 million of annual dividend payments to holders of common stock. From commencement of operations in January, 1988 until June 30, 1995, IDEX borrowed $240 million under the Credit Agreement to complete eight acquisitions. During this same period, IDEX generated, principally from operations, cash flow of $218 million to reduce its indebtedness. In the event that suitable businesses or assets are available for acquisition by IDEX upon terms acceptable to the Board of Directors, IDEX may obtain all or a portion of the financing for the acquisitions through the incurrence of additional long-term indebtedness. On May 2, 1995, Micropump, Inc., a newly formed subsidiary of IDEX, acquired the net assets of Micropump Corporation, a leading producer of very small magnetically driven gear pumps used in a variety of industrial, medical and technical applications where extremely accurate but very low flow output is necessary. With headquarters and principal manufacturing facilities in Vancouver, Washington, Micropump also has operations in St. Neots, England. Micropump's annual sales are in the $25 million range. The acquisition has been accounted for using the purchase method of accounting and was financed through a $33 million borrowing under the bank revolving Credit Agreement. 12 14 Part II. Other Information Item 1. Legal Proceedings. None. Item 2. Changes in Securities. Not Applicable. Item 3. Defaults upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The exhibits listed in the accompanying "Exhibit Index" are filed as part of this report. (b) Reports on Form 8-K There have been no reports on Form 8-K filed during the quarter for which this report is filed. 13 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized in the capacity and on the date indicated. IDEX CORPORATION July 28, 1995 /s/ Wayne P. Sayatovic ------------------------ Wayne P. Sayatovic Senior Vice President- Finance, Chief Financial Officer and Secretary (Duly Authorized and Principal Financial Officer) 14 16 EXHIBIT INDEX
Exhibit Number Description Page ------- ----------- ---- 3.1 Restated Certificate of Incorporation of IDEX (formerly HI, Inc.) (incorporated by reference to Exhibit No. 3.1 to the Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed on April 21, 1988). 3.1(a) Amendment to Restated Certificate of Incorporation of IDEX (incorporated by reference to Exhibit No. 3.2 to Amendment No. 1 to the Registration Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June 1, 1989). 3.2 Amended and Restated Bylaws of IDEX (incorporated by reference to Exhibit No. 3.2 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed on July 17, 1989). 3.2(a) Amended and Restated Article III, Section 13 of the Amended and Restated Bylaws of IDEX (incorporated by reference to Exhibit No. 3.2(a) to Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed on February 12, 1990). 4.1 Restated Certificate of Incorporation and Bylaws of IDEX (filed as Exhibits 3.1 through 3.2a). 4.2 Indenture, dated as of September 15, 1992, among IDEX, the Subsidiaries and The Connecticut National Bank, as Trustee, relating to the 9-3/4 Senior Subordinated Notes of IDEX due 2002 (incorporated by reference to Exhibit 4.2 to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission File No. 1-10235). 4.3 Specimen Senior Subordinated Note of IDEX (including specimen Guarantee) (incorporated by reference to Exhibit 4.3 to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission File No. 1-10235). 4.4 Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-2 of IDEX Corporation, et al., Registration No. 33-42208, as filed on September 16, 1991). 10.1 Second Amended and Restated Credit Agreement dated as of January 29, 1993 among IDEX, various banks named therein and Continental Bank N.A., as Agent (incorporated by reference to Exhibit 10.1 to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission File No. 1-10235). 10.1(a) First Amendment dated as of May 23, 1994 to Second Amended and Restated Credit Agreement dated as of January 29, 1993 by and among IDEX Corporation, various banks named therein and Continental Bank N.A. as agent (incorporated by reference to exhibit 10.18 to the Quarterly Report of IDEX on Form 10-Q for the quarter ended June 30, 1994, Commission File No. 1-10235).
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Exhibit Number Description Page ------- ----------- ---- 10.1(b) Second Amendment dated as of October 24, 1994, to Second Amended and Restated Credit Agreement dated as of January 29, 1993, by and among IDEX Corporation, as borrower and Bank of America Illinois (formerly known as Continental Bank N.A.), as a Bank and as agent, and the other banks signatory thereto (incorporated by reference to exhibit 10.1(b) to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1994, commission file number 1-10235). 10.1(c) Third Amendment dated as of February 28, 1995, to Second Amended and Restated Credit Agreement dated as of January 29, 1993, by and among IDEX Corporation, as borrower and Bank of America Illinois (incorporated by reference to exhibit 10.1(c) to the Quarterly Report of IDEX on Form 10-Q for the quarter ended March 31, 1995, commission file number 1-10235). 10.2 Pledge Agreement, dated January 22, 1988, between IDEX and the Bank Agent (incorporated by reference to Exhibit No. 10.3 to Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed on April 21, 1988). 10.3 Guaranty Agreement, dated January 22, 1988, between each of the Guarantors named therein and the Bank Agent (incorporated by reference to Exhibit No. 10.4 to the Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed on April 21, 1988). 10.3(a) Guaranty Agreement, dated May 7, 1991, by CIC Acquisition Corporation in favor of the Bank Agent (incorporated by reference to Exhibit No. 10.3(a) to the Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-50220, as filed on July 29, 1992). 10.3(b) Guaranty Agreement, dated May 4, 1992, by PLF Acquisition Corporation and MCL Acquisition Corporation in favor of the Bank Agent (incorporated by reference to Exhibit No. 10.3(b) to the Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-50220, as filed on July 29, 1992). 10.3(c) Guaranty Agreement, dated October 24, 1994, executed by Hale Products, Inc. in favor of the Bank Agent (incorporated by reference to exhibit 10.3(c) to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1994, commission file number 1-10235). 10.4 Inter-Guarantor Agreement, dated as of January 22, 1988, among the Subsidiaries named therein and the Bank Agent (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed on April 21, 1988).
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Exhibit Number Description Page ------- ----------- ---- 10.4(a) First Amendment to Inter-Guarantor Agreement, dated as of May 7, 1991, among IDEX Corporation and the Subsidiaries named therein (incorporated by reference to Exhibit No. 10.6(a) to the Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-50220, as filed on July 29, 1992). 10.4(b) Second Amendment to Inter-Guarantor Agreement, dated as of October 24, 1994, by and among IDEX Corporation and the subsidiaries named therein (incorporated by reference to exhibit 10.4(b) to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1994, commission file number 1-10235). ** 10.5 Amended and Restated Employment Agreement between IDEX Corporation and Donald N. Boyce, dated as of January 22, 1988 (incorporated by reference to Exhibit No. 10.15 to Amendment No. 1 to the Registration Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June 1, 1989). ** 10.5(a) First Amendment to the Amended and Restated Employment Agreement between IDEX Corporation and Donald N. Boyce, dated as of January 13, 1993 (incorporated by reference to Exhibit 10.5(a) to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission File No. 1-10235). ** 10.5(b) Second Amendment to the Amended and Restated Employment Agreement between IDEX Corporation and Donald N. Boyce, dated as of September 27, 1994 (incorporated by reference to exhibit 10.5(b) to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1994, commission file number 1-10235). ** 10.6 Amended and Restated Employment Agreement between IDEX Corporation and Wayne P. Sayatovic, dated as of January 22, 1988 (incorporated by reference to Exhibit No. 10.17 to Amendment No. 1 to the Registration Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June 1, 1989). ** 10.6(a) First Amendment to the Amended and Restated Employment Agreement between IDEX Corporation and Wayne P. Sayatovic, dated as of January 13, 1993 (incorporated by reference to Exhibit 10.7(a) to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission File No. 1-10235). ** 10.6(b) Second Amendment to the Amended and Restated Employment Agreement between IDEX Corporation and Wayne P. Sayatovic, dated as of September 27, 1994 (incorporated by reference to exhibit 10.6(b) to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1994, commission file number 1-10235). ** 10.7 Employment Agreement between IDEX Corporation and Frank J. Hansen dated as of August 1, 1994 (incorporated by reference to Exhibit No. 10.7 to the Quarterly Report of IDEX on Form 10-Q for the quarter ended September 30, 1994, Commission File No. 1- 10235).
E-3 19 [CAPTION] Exhibit Number Description Page ------- ----------- ---- ** 10.7(a) First Amendment to the Employment Agreement between IDEX Corporation and Frank J. Hansen, dated as of September 27, 1994 (incorporated by reference to exhibit 10.7(a) to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1994, commission file number 1-10235). ** 10.8 Employment Agreement between IDEX Corporation and Jerry N. Derck, dated as of September 27, 1994 (incorporated by reference to exhibit 10.8 to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1994, commission file number 1-10235). ** 10.9 Management Incentive Compensation Plan (incorporated by reference to Exhibit No. 10.21 to Amendment No. 1 to the Registration Statement on Form S-1 of IDEX Corporation, Registration No. 33- 28317, as filed on June 1, 1989). ** 10.10 Form of Indemnification Agreement (incorporated by reference to Exhibit No. 10.23 to the Registration Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on April 26, 1989). ** 10.11 Form of Shareholder Purchase and Sale Agreement (incorporated by reference to Exhibit No. 10.24 to Amendment No. 1 to the Registration Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June 1, 1989). ** 10.12 Revised Form of IDEX Corporation Stock Option Plan for Outside Directors (incorporated by reference to Exhibit No. 10.22(a) to Post- Effective Amendment No. 4 to the Registration Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed on March 2, 1990). ** 10.13 Amendment to the IDEX Corporation Stock Option Plan for Outside Directors adopted by resolution of the Board of Directors dated as of January 28, 1992 (incorporated by reference to Exhibit 10.21(a) of the Annual Report of IDEX on Form 10-K for the fiscal year ended December 31, 1991, Commission File No. 1-10235). ** 10.14 Non-Qualified Stock Option Plan for Non-Officer Key Employees of IDEX Corporation (incorporated by reference to Exhibit 10.15 to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission File No. 1-102351). ** 10.15 Non-Qualified Stock Option Plan for Officers of IDEX Corporation (incorporated by reference to Exhibit 10.16 to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission File No. 1-102351). ** 10.16 IDEX Corporation Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.17 to the Annual Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission File No. 1-102351).
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Exhibit Number Description Page ------- ----------- ---- 10.17 Stock Purchase Agreement, dated as of May 6, 1994 by and among HPI Acquisition Corp., HFP Partners, L., HMTC Partners L.P., the persons listed on Schedule A and Hale Products, Inc. (incorporated by reference to Exhibit 10.17 to the Quarterly Report of IDEX on Form 10-Q for the quarter ended June 30, 1994, Commission File No. 1-10235). *27 Financial Data Schedule
------------------ * Filed herewith. ** Management contract or compensatory plan or arrangement. E-5

5 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 2,855 0 73,833 2,411 89,598 172,577 199,868 126,266 417,342 75,054 75,000 191 0 0 135,238 417,342 243,783 243,783 149,537 200,162 (50) 718 7,607 36,064 12,983 23,081 0 0 0 23,081 1.17 0