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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MARCH 25, 2003
IDEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-10235 36-3555336
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
(Address of principal executive offices, including zip code)
(847) 498-7070
(Registrant's telephone number)
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ITEM 5. OTHER INFORMATION
The following is the text of a press release issued by IDEX Corporation on March
25, 2003.
IDEX CORPORATION ANNUAL MEETING:
CEO DISCUSSES CURRENT BUSINESS ENVIRONMENT;
SHAREHOLDERS ELECT TOKARZ AS A DIRECTOR
NORTHBROOK, Illinois, March 25 -- IDEX Corporation (NYSE: IEX) Chairman,
President and Chief Executive Officer Dennis K. Williams today told shareholders
at the company's annual meeting, "Due to weakness in the economy, we saw no
significant recovery in our markets throughout the 2002 year. While business was
clearly better last year than it was in the second half of 2001, our level of
orders for the last four quarters has remained flat. Our focus on operational
excellence has driven improvements in all businesses and is rapidly becoming
part of the IDEX culture. This allowed us to expand gross margins by 1.6
percentage points year-over-year and produce another record year in cash flow,
while providing the freedom to invest in new products and markets."
On January 23, the company reported sales for 2002 increased 2 percent to $742.0
million from $726.9 million in 2001. Acquisitions accounted for 3 percent of the
improvement and foreign currency translation added another 1 percent, which was
partially offset by a 2 percent decline in the base businesses. Operating
margins were 13.5 percent in 2002. Compared with 2001 on the same accounting
basis - excluding goodwill and trademark amortization (in accordance with new
accounting rules effective January 1, 2002) and restructuring charges - 2002
margins were slightly lower. Net income was $54.1 million, or $1.67 per diluted
share. In 2001, net income on an as reported basis was $32.7 million, or $1.05
per diluted share. While the 2002 performance represented a 65 percent
improvement in net income, 2001 net income was unfavorably affected by two items
on an after-tax basis - $11.4 million in goodwill and trademark amortization,
and $7.1 million of restructuring charges.
2003 Financial Performance Depends on Pace of New Orders and Strength of the
Economy
Looking ahead, Williams said, "Last year's results reflected the sluggishness in
the U.S. and the other worldwide end-markets we serve. Unfortunately, we are not
in the position to project how the economy will perform in the next few
quarters. As a short-cycle business, our financial performance depends on the
current pace of incoming orders, and we have very limited visibility of future
business conditions. However, we believe IDEX is well positioned for earnings
improvement as the economy strengthens. This is based on our lower cost
structures resulting from restructuring actions; our operational excellence
initiatives of Lean, Kaizen, Six Sigma, global sourcing and eBusiness; and using
our strong cash flow to cut debt and interest expense. In addition, we continue
to pursue acquisitions such as Rheodyne, Halox and Wrightech - the three
acquisitions completed in 2002 - to drive the company's longer term profitable
growth."
Results of Shareholder Voting
At the meeting, shareholders elected Michael T. Tokarz as a continuing director
of the corporation whose term now will expire in 2006. They also approved
adoption of the Third Amended and Restated 1996 Stock Option Plan for
Non-Officer Key Employees and the selection of Deloitte & Touche LLP as the
company's auditor for 2003.
About IDEX
IDEX Corporation is a manufacturer of pumps and metering products, dispensing
equipment, and other engineered products. Its products are sold to a wide range
of industries throughout the world. IDEX shares are traded on the New York Stock
Exchange and Chicago Stock Exchange under the symbol "IEX."
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act of 1934, as amended. These statements may relate to, among other
things, capital expenditures, cost reductions, cash flow, and operating
improvements and are indicated by words or phrases such as "anticipate,"
"estimate," "plans," "expects," "projects," "should," "will," "management
believes," "the company believes," "the company intends," and similar words or
phrases. These statements are subject to inherent uncertainties and risks that
could cause actual results to differ materially from those anticipated at the
date of this news release. The risks and uncertainties include, but are not
limited to, the following: economic and political consequences resulting from
the September 11, 2001 terrorist attacks and the war with Iraq; 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 our results, particularly in light of the low levels
of order backlogs we typically maintain; our ability to make acquisitions and 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; political and economic conditions in foreign countries
in which we operate; interest rates; capacity utilization and the effect this
has on costs; labor markets; market conditions and material costs; and
developments with respect to contingencies, such as litigation and environmental
matters. The forward-looking statements included here are only made as of the
date of this news release, and we undertake no obligation to publicly update
them to reflect subsequent events or circumstances. Investors are cautioned not
to rely unduly on forward-looking statements when evaluating the information
presented here.
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
/S/ WAYNE P. SAYATOVIC
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Wayne P. Sayatovic
Senior Vice President--Finance, and
Chief Financial Officer
March 25, 2003