-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KzpzBGszBQx8e9iXDyAbHAOJCkEC6XiJUnBh5cs3Cj5CMjRCvQvJkaWKY5CHQe+R gJv5gRYZIisfXMP1JSqqAg== 0000950137-96-001980.txt : 19961016 0000950137-96-001980.hdr.sgml : 19961016 ACCESSION NUMBER: 0000950137-96-001980 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960729 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961015 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDEX CORP /DE/ CENTRAL INDEX KEY: 0000832101 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 363555336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10235 FILM NUMBER: 96643266 BUSINESS ADDRESS: STREET 1: 630 DUNDEE RD STE 400 CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 7084987070 8-K 1 FORM 8-K 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 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 3 FLUID MANAGEMENT LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF INCOME SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (IN THOUSANDS)
1996 1995 ---- ---- (Unaudited) (Unaudited) 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 ====== ======
See notes to consolidated financial statements. F-1 4 FLUID MANAGEMENT LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
JUNE 30, DECEMBER 31 1996 1995 ---------- ----------- (Unaudited) 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 ======= =======
See notes to consolidated financial statements. F-2 5 FLUID MANAGEMENT LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (IN THOUSANDS)
1996 1995 ----------- ----------- (Unaudited) (Unaudited) 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
See notes to consolidated financial statement. F-3 6 FLUID MANAGEMENT LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL SIX MONTHS ENDED JUNE 30, 1996 (IN THOUSANDS)
Total Accumulated Class B Class C Contributed Accumulated Partner Preferred Preferred Class A Capital Earnings Distributions --------- --------- ------- ----------- -------- ------------- 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) ====== ====== ====== ====== ======= ======== Cumulative Total Translation Partners' Adjustments Capital ----------- ------- 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 ===== =======
See notes to consolidated financial statements. F-4 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 8 2. INVENTORIES Inventories at June 30, 1996 and December 31, 1995 consist of the following (in thousands): 1996 1995 ---- ---- (Unaudited) Raw material $ 4,159 $5,428 Work in process 3,226 3,167 Finished goods 3,847 4,149 ------- ------ Total $11,232 $12,744 ======= =======
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 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 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 11 FLUID MANAGEMENT LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 1995 AND 1994 (IN THOUSANDS)
1995 1994 ------- ------- 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 ======= =======
See notes to consolidated financial statements. F-9 12 FLUID MANAGEMENT LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1995 AND 1994 (IN THOUSANDS)
1995 1994 ASSETS ------- ------- 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 ======= =======
See notes to consolidated financial statements. F-10 13 FLUID MANAGEMENT LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1995 AND 1994 (IN THOUSANDS)
1995 1994 ------- ------- 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)
See notes to consolidated financial statements. F-11 14 FLUID MANAGEMENT LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL YEARS ENDED DECEMBER 31, 1995 AND 1994 (IN THOUSANDS)
Total Accumulate Class B Class C Contributed Accumulated Partner Preferred Preferred Class A Capital Earnings Distributions --------- --------- ------- ----------- ----------- ------------- 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) ====== ====== ====== ====== ======= ======== Cumulative Total Translation Partners' Adjustments Capital ----------- ------- 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 ===== =======
See notes to consolidated financial statements. F-12 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 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 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):
1995 1994 ---- ---- 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
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):
1995 1994 ---- ---- Raw material $ 5,428 $ 4,891 Work in process 3,167 2,717 Finished goods 4,149 2,137 ------- ------- Total $12,744 $ 9,745 ======= =======
F-15 18 6. PROPERTY AND EQUIPMENT - NET Property and equipment - net at December 31 consists of the following (in thousands).
1995 1994 ---- ---- 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 ======= =======
7. OTHER ASSETS - NET Other assets - net at December 31 consist of the following (in thousands):
1995 1994 ---- ---- 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 ======= =======
8. ACCRUED EXPENSES Accrued expenses at December 31 consist of the following (in thousands):
1995 1994 ---- ---- 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 ======= =======
F-16 19 9. LONG-TERM DEBT Long-term debt at December 31 consists of the following (in thousands):
1995 1994 ---- ---- 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 ======= =======
*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 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):
1995 1994 ---- ---- 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 ====== ======
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 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):
FACILITIES EQUIPMENT TOTAL ---------- --------- ----- 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 ====== ====== ======
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):
1995 1994 ---- ---- Total assets $20,634 $19,472 Total liabilities 10,745 9,755 ------- ------- Net assets $ 9,889 $ 9,717 ======= ======= Net income $ 3,449 $ 1,229 ======= =======
F-19 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 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 24 IDEX CORPORATION UNAUDITED PROFORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (In thousands except per share information)
Fluid Manage- Pro forma IDEX ment Adjust- Adjusted Historical Historical ments Pro forma ---------- ---------- --------- --------- 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 =========== ======== ===========
IDEX CORPORATION UNAUDITED PROFORMA COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 (In thousands except per share information)
Fluid Manage- Pro forma IDEX ment Adjust- Adjusted Historical Historical ments Pro forma 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 =========== ========= ==========
F-22 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 26 IDEX CORPORATION UNAUDITED PROFORMA COMBINED BALANCE SHEET AS OF JUNE 30, 1996 (In thousands)
Fluid Manage- Pro forma IDEX ment Adjust- Adjusted Historical Historical(1) ments Pro forma ---------- ------------- --------- --------- 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 =========== ========= ========= =========
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 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 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 EX-23.1 2 CONSENT OF DELOITTE & TOUCHE LLP 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 -----END PRIVACY-ENHANCED MESSAGE-----