FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended March 31, 2000 Commission File Number 2-36877
IREX CORPORATION
Pennsylvania 23-1712949
120 North Lime Street, Lancaster 17603
Registrant's Telephone Number, Including Area Code, (717) 397-3633
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
Common Shares Outstanding (Single Class) 423,092
IREX CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements included herein have been prepared by
Irex Corporation (the Company), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations.
The financial information presented herein reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the results
for the interim periods presented. Certain prior period amounts have
been reclassified to conform with the current presentation. The results
for interim periods are not necessarily indicative of the results to be
expected for the full year.
IREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31
2000 1999
(Dollars In Thousands
Except Per Common Share Amounts)
Contracting Revenues $ 32,791 $ 29,061
Distribution and Other Revenues 117 80
Total Revenues 32,908 29,141
Cost of Revenues 25,982 23,274
Gross Profit 6,926 5,867
Selling, General and
Administrative Expenses 6,268 5,741
Operating Income 658 126
Interest Income, Net (112) (224)
Income Before Income Taxes 770 350
Income Tax Provision 271 101
Net Income $ 499 $ 249
Dividend Requirements for
Preferred Stock (171) (245)
NET INCOME APPLICABLE TO COMMON STOCK $ 328 $ 4
Average Common Shares Outstanding-Basic 428,925 432,002
Stock Options Issued to Employees
and Directors - -
Average Common Shares Outstanding-Diluted 428,925 432,002
Income Per Common Share-Basic $ 0.76 $ 0.01
Income Per Common Share-Diluted $ 0.76 $ 0.01
IREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
2000 1999
ASSETS: (In Thousands)
Cash and Cash Equivalents $ 4,547 $ 7,605
Receivables, Net 29,918 30,901
Inventories 459 541
Actual Costs and Estimated Earnings on
Contracts in Process in Excess of Billings 5,350 4,870
Other Prepaid Expenses 291 286
Deferred Income Taxes 3,222 3,221
Total Current Assets 43,765 47,342
Property and Equipment, Net 989 1,003
Note Receivable 3,845 3,684
Non-Current Deferred Income Taxes 2,559 2,559
Other Assets 753 757
TOTAL ASSETS $ 51,911 $ 55,345
LIABILITIES AND SHAREHOLDERS' INVESTMENT:
Accounts Payable $ 4,703 $ 5,456
Billings in Excess of Actual Costs and
Estimated Earnings on Contracts in Process 2,788 2,405
Accrued Income Taxes 407 2,197
Accrued Workers' Compensation Insurance 1,528 2,337
Accrued Liabilities 10,300 10,898
Total Current Liabilities 19,726 23,293
Non-Current Liabilities 7,370 7,371
Redeemable Preferred Stock 7,326 7,341
Capital Stock 1,028 1,028
Paid-in Surplus 531 533
Retained Earnings 33,932 33,606
Cumulative Translation Adjustments (213) (208)
Notes Receivable (263) (263)
Treasury Stock at Cost (17,526) (17,356)
Total Shareholders' Investment 17,489 17,340
TOTAL LIABILITIES AND
SHAREHOLDERS' INVESTMENT $ 51,911 $ 55,345
IREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
Three Months Ended March 31
2000 1999
(In Thousands)
Cash Flows from Operating Activities:
Net income $ 499 $ 249
Reconciliation of net income to net
cash provided by operating activities
Depreciation and amortization 63 93
Deferred income taxes (1) -
Provision for losses on accounts receivable 120 70
Interest income paid-in-kind (161) -
Decrease (increase) in current assets
Receivables 863 3,459
Inventories 22 (29)
Prepaid income taxes and other
prepaid expenses (5) (180)
Actual costs and estimated earnings
on contracts in process in excess
of billings, net (97) 446
(Decrease) increase in current liabilities
Accounts payable (753) (1,080)
Accrued income taxes (1,790) -
Accrued liabilities and other liabilities (1,408) (1,547)
Net cash (used for) provided by
operating activities (2,648) 1,481
Cash Flows from Investing Activities:
Net additions to property and equipment (45) (38)
(Increase) decrease in other assets (5) 21
Net cash used for investing activities (50) (17)
Cash Flows from Financing Activities:
Net repayments on revolving lines of credit - (629)
Dividends paid 172) (245)
Reissuance of common stock 8 -
Repurchase of common stock (180) -
Repurchase of preferred stock (16) -
Net cash used for financing activities (360) (874)
Net (decrease) increase in Cash and
Cash Equivalents (3,058) 590
Cash and Cash Equivalents at Beginning
of Period 7,605 10,485
Cash and Cash Equivalents at End of Period $ 4,547 $ 11,075
IREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The consolidated financial statements include the accounts of Irex
Corporation (the Company) and its subsidiaries, all of which are wholly
owned. All significant intercompany accounts and transactions have been
eliminated in consolidation.
The Company operates within the specialty contracting industry, having
subsidiaries primarily engaged in mechanical insulation, abatement, fire
protection and interior finish contracting.
(2) The Company has authorization for 2,000,000 shares of its common
stock with a par value of $1.00 per share. At March 31, 2000 1,028,633
shares were issued, 423,092 shares were outstanding and 605,541 shares
were held, at cost, in Treasury stock.
(3) All highly liquid investments with a maturity of three months or
less at the time of purchase are considered to be cash equivalents. The
Company's income tax and interest payments for the first three months of
2000 and 1999 were:
2000 1999
Income Taxes: $ 2,061,000 $ 117,000
Interest: $ - $ 72,000
(4) On January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS
130). SFAS 130 establishes standards for reporting and displaying
comprehensive income and its components. Comprehensive income, as
defined by SFAS 130, is the total of net income and all other non-owner
changes in equity. Total comprehensive income for the three months
ended March 31, 2000 and 1999 was $504,000 and $270,000, respectively.
The difference between net income and comprehensive income for the above
periods is due to cumulative translation adjustments.
(5) The Company adopted SFAS 131, "Disclosures About Segments of an
Enterprise and Related Information", during the fourth quarter of 1998.
SFAS 131 establishes standards for public companies to report certain
information about operating segments in annual financial statements and
also requires that selected information about operating segments be
included in interim financial reports to shareholders. It also
establishes standards for related disclosures about products and
services, including the geographic areas in which business is conducted.
Operating segments are defined as components of an enterprise about
which discrete financial information is available, and whose operating
results are regularly evaluated by the chief operating decision maker
(or group that functions in such capacity) in assessing performance and
deciding how to allocate resources.
The Company's only business unit is the specialty contracting group, and thus
it does not have reportable segments.
(6) During 1992 the Company offered to exchange one share of $2.80
Cumulative Preferred Stock with a par value of $1 per share (Preferred
Stock) for each share of the Company's outstanding common stock up to a
maximum of 350,000 common shares (the Offer). A total of 349,864 common
shares were exchanged on December 22, 1992 in accordance with the Offer.
The Company's Board, at its April 29, 1999 meeting, authorized a
call of up to 160,256 shares of Preferred Stock at a call price of
$31.20 per share, plus accrued but unpaid dividends on such stock
through June 30, 1999. The Company redeemed 104,953 shares as a result
of the call. The redemption of 104,269 shares was recorded in the
second quarter of 1999 and the redemption of an additional 684 shares
was recorded in the third quarter of 1999.
All shares of Preferred Stock held of record as of May 14, 1999
were subject to the call, except that the Company did not have the right
to redeem shares of Preferred Stock which had been continuously and
beneficially owned by the holder since the issuance of the Preferred
Stock in connection with the Offer, if such holder elected to prohibit
the redemption.
The shares purchased by the Company pursuant to this call will
count against the Company's obligation to repurchase 1/15th of the
outstanding shares of Preferred Stock each year upon the request of
preferred shareholders. The price for future calls for redemption
declines to $30.90 on February 1, 2000 and by $0.30 each February 1
thereafter until it reaches $30.00 on February 1, 2003.
(7) Shareholders approved, via proxy vote at the Company's April 29,
1999 Annual Meeting, a Board resolution for a new Non-Qualified Stock
Option Plan for Outside Directors (the New Plan).
The New Plan granted 2,500 options for each non-employee director
and 3,750 options for the Chairman of the Board on January 1, 1999. The
options carry an exercise price of $35.96, which is in excess of the
fair market value of the stock, and therefore, no compensation expense
was recorded. Options vest in equal increments over a five-year period
on January 1 of each year beginning January 1, 1999 providing the
Director is a director as of that date; or they vest in total in the event
of a major corporate transaction. New non-employee directors or a new
chairman of the board would receive options for the balance of the
five-year program consistent with their position and offset by a reduction
in their predecessors' vested shares. These later options would be
granted at no less than the original strike price (i.e. $35.96) or such
higher strike price as may be determined by the Board.
(8) On June 24, 1999, the Company received approximately $11.2 million
which was obtained through a settlement of certain obligations on
insurance policies providing coverage for asbestos-related bodily injury
claims. Approximately $2.2 million of the settlement was paid to Travelers
during the third quarter of 1999 and the remaining $9.0 million was paid
during the fourth quarter of 1999. The settlement did not impact the
Company's income statement because payment was passed to the Company's
lead insurer for the payment of claims and defense costs.
(9) During June 1998, the Financial Accounting Standards Board issued
SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS 133 establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair value. SFAS
133 requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses
to offset related results on the hedged item in the income statement,
and requires that a company must formally document, designate and assess
the effectiveness of transactions that receive hedge accounting
treatment.
SFAS 133 is effective for fiscal years beginning after June 15,
2000. A company may also implement the Statement as of the beginning of
any fiscal quarter after issuance. The Statement cannot be applied
retroactively. Management believes that the adoption of this Statement
will not have a material impact on the financial statements.
IREX CORPORATION AND SUBSIDIARIES
March 31, 2000 and 1999
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company achieved operating income of $658,000 in the first quarter
of 2000, an increase of $532,000 from the $126,000 in last year's first
quarter. First quarter results are typically the Company's weakest due
to seasonally lower revenue from slowed construction activity.
Net income applicable to common shareholders, after the dividend
requirement for preferred stock, was $328,000, or $0.76 per share, in
2000 as compared to $4,000, or $0.01 per common share, in 1999. An
increase in gross profit, generated from higher revenues, was partially
offset by higher selling, general and administrative expenses.
Revenues:
Total revenues increased 12.9% to $32,908,000 in 2000 from $29,141,000
in 1999. The increase is mostly attributable to the Company's Western
region, which includes the Canadian operations, where contract backlog
was higher beginning the current year as compared to 1999. Movements in
the Company's revenues, both positive and negative, generally reflect
conditions in localized markets within each region. In markets where a
significant backlog of work does not exist, a lack of contracts
available to bid and competitive pricing in bid opportunities may lead
to fluctuations in revenue performance.
Gross Profit:
Gross profit of $6,926,000 earned in 2000 increased approximately 18.0%
from the $5,867,000 achieved in 1999. While the improvement was primarily
attributable to higher revenues noted above, gross profit margin also
increased to 21.0% in 2000 from 20.1% in last year's first quarter.
The Company will focus on risk/reward considerations in an ongoing effort
to maximize pricing on lump-sum contracts. Operating within the constraints
of a competitive bidding environment, the Company plans to maintain a
discipline of avoiding work where profit opportunity does not justify
the risk.
Selling, General and Administrative Expenses:
Selling, general and administrative expenses (SG&A) decreased to 19.0%
of total revenues in 2000 from 19.7% in 1999. In terms of absolute
dollars, SG&A increased 9.2% to $6,268,000 in the first quarter of 2000
from $5,741,000 in last year's first three months. Higher accrued costs
for health/welfare plan benefits and incentive compensation, as well as
higher indirect payroll costs, primarily accounted for the increase.
Financial Condition and Liquidity:
At March 31, 2000, the Company has working capital of $24.0 million and
shareholders' investment (excluding preferred stock) of $17.5 million.
Working capital at December 31, 1999 was $25.0 million and shareholders'
investment was $17.3 million. The decreases in accrued liabilities and
accrued income taxes are the result of cash outlays typically made by
the Company during the first quarter; incentive compensation of
approximately $2.3 million (based on 1999 performance) was paid in
February of the current year and the Company made an estimated payment
of approximately $1.1 million when filing the extension for its 1999
federal income tax return. In addition, the Company's Canadian
subsidiary settled several issues with the Canadian taxation authority
during the fourth quarter of 1999. The resulting payments of
approximately $0.8 million, made in the first quarter of 2000, also
contributed to the decrease in accrued income taxes.
The Company has no outstanding debt at either March 31, 2000 or December
31, 1999. At March 31, 2000 and December 31, 1999, the Company had
unsecured credit facilities with several banks totaling $22.5 million.
There was availability under these unsecured credit facilities for
additional borrowings of $16.0 million at both March 31, 2000 and
December 31, 1999. The Company expects that funds from operations and
available lines of credit will continue to provide sufficient liquidity
to meet its working capital requirements.
The Company's consolidated statements of cash flows reflect that
$2,648,000 was utilized by operating activities for the three months
ended March 31, 2000. Last year's comparable three months show that
$1,481,000 was generated by operations. The cash outlays described
above contributed to the $4,129,000 reduction in cash for the
year-over-year comparison. Additionally, the combination of slightly
lower collections and amounts invoiced but not yet due (the stronger
revenue performance was noted earlier) resulted in less cash provided by
accounts receivable activity for 2000 as compared to 1999.
(a) Quantitative and Qualitative Disclosures Regarding Market Risk:
The Company is subject to market risk associated with changes in
interest rates. The Company has not entered into any derivative
financial instruments to manage the above risks and the Company has not
entered into any market risk sensitive instruments for trading purposes.
The Company's debt consists of working capital lines of credit, with
various banks, having interest rates that float based on market rates.
These lines of credit are renegotiated annually.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company's ACandS, Inc. subsidiary is one of a number of defendants
in pending lawsuits filed by approximately 139,000 individual claimants
seeking damages for injuries allegedly caused by exposure to asbestos
fibers in insulation products used at one time by ACandS in its
business. ACandS has defenses to these actions, including defenses
based on the fact it is primarily a contracting company in the business
of installing products manufactured by others.
During the first quarter of 2000, ACandS was served with cases involving
11,539 individual plaintiffs. In 1999, ACandS was served with cases
involving 38,446 individual plaintiffs. There were 33,154 new
plaintiffs in 1998, 31,489 new plaintiffs in 1997, 37,777 new plaintiffs
in 1996; and 44,904 new plaintiffs in 1995. The filing of numerous
asbestos-related bodily injury claims against ACandS began in
approximately 1978/1979, but new filings in any single year did not
exceed 16,000 until 1993, and did not exceed 21,000 until 1995.
The bulk of the litigation against ACandS is centered in a relatively
small number of jurisdictions. In 1999 and the first quarter of 2000,
over 75 percent of new claims filed against ACandS came from Texas,
Mississippi, Ohio, New York and Maryland. The pattern in 1998 was
similar, with the same five states plus West Virginia accounting for
over 80 percent of the filings. These jurisdictions have consistently
produced heavy filings in recent years. It would appear that court
rules and rulings favorable to claimants in these states encourage the
filing of asbestos-related lawsuits.
The great majority of the filings are apparently the result of
screenings and other mass solicitation efforts. The lawsuits which
result from such efforts are often filed with little investigation as to
whether the claimants had any causative exposure to asbestos-containing
products associated with any particular defendant. As the scope of the
screening programs has increased, the degree of illness of the claimants
seems to have diminished. However, the number of claims by individuals
diagnosed with mesothelioma, a cancer of the lining of the lung often
associated with asbestos exposure, has remained relatively constant.
Since the beginning of 1981, approximately 207,000 individual claims
against ACandS have been settled, dismissed or otherwise resolved.
ACandS's average cost for resolving those claims has been low. Over
half of the claims were closed without any liability payment by ACandS.
In recent years, the courts in many states have given priority to the
resolution of more serious cases, such as claims by individuals
diagnosed with mesothelioma. This has resulted in some large
settlements of individual claims in states such as New York and
Maryland. In addition, the litigation risk in jurisdictions which are
difficult for defendants has lead ACandS to block settle large numbers
of claims in Texas, West Virginia and other states. ACandS's average
disposition cost per claim increased significantly in 1998, and
increased again in 1999, largely as a result of sums paid in settlement
of the more serious cases. Among the developments apparently
contributing to the increase in ACandS's disposition costs have been the
bankruptcies of a large number of manufacturer defendants.
Asbestos-related bodily injury cases filed against ACandS in federal
court have been transferred since July, 1991 to the United States
District Court for the Eastern District of Pennsylvania for coordinated
or consolidated pretrial handling. Efforts toward a national solution
of the asbestos litigation problem have been undertaken in this
multidistrict proceeding, but none has been successful. Currently,
certain asbestos defendants are supporting national legislation which
would establish a comprehensive administrative program to handle
asbestos-related claims. ACandS has been informed that the prospects
for such legislation are uncertain at best.
The defense of the cases pending against ACandS is now being handled by
the Travelers Property Casualty Corp. with the participation of other
insurers that wrote coverage for ACandS. Virtually all of ACandS's
liability and defense costs for these cases are being paid by ACandS's
insurance carriers.
ACandS through final settlement agreements has secured the commitment of
a substantial amount of the considerable insurance coverage it has for
asbestos-related bodily injury claims. ACandS believes it will secure
additional coverage, if needed, from those insurers which have not to
date settled with ACandS. One of the insurers with a continuing
obligation to contribute coverage for ACandS has encountered financial
difficulties in recent years, in part because of asbestos and
environmental liabilities, but ACandS does not believe these
difficulties will affect the adequacy of the coverage available to it.
It has been more than 25 years since ACandS adopted the policy that it
would not resell, use or install asbestos-containing insulation
products. Given the length of time since this policy was established,
the increased numbers of new claims in the last five years and the
increase in disposition cost averages in 1998 and 1999 are troubling
developments. The combination of increased filings and higher
disposition costs has resulted in escalating annual settlement
expenditures by ACandS's insurers, accelerating the rate of exhaustion
of ACandS's insurance coverage.
The complexity of the asbestos-related disease litigation makes
prediction of future events difficult. Nevertheless, ACandS continues
to effectively defend asbestos-related bodily injury cases, and
anticipates that its average disposition costs will remain low in the
context of the litigation. Despite the closing of 207,000 claims, the
bulk of ACandS's insurance coverage remains available. Management,
therefore, believes that ACandS's insurance coverage is adequate to
ensure that these actions will not have a material adverse effect on the
long-term business or financial position of the Company.
ACandS is one of a number of defendants in three actions by the owners
of buildings to recover costs associated with the replacement or
treatment of installed asbestos-containing products, one of which is an
alleged class action. One hundred three such cases against ACandS have
been dismissed and 17 have been settled. No new building-related cases
have been served on ACandS since 1994. ACandS believes that its
exposure in the three remaining cases is limited.
Insurance for the asbestos in building cases is being provided by
Travelers Property Casualty Corp. Although that part of the coverage
for these cases obtained from policies written by Aetna Casualty and
Surety Co. (now part of Travelers) has been provided under a reservation
of rights as to the availability and amount of the coverage, necessary
insurance payments have been and continue to be made. Based on the
rulings to date of courts which have considered the availability of
insurance coverage for asbestos in building claims, ACandS does not
anticipate significant problems concerning insurance for settled or
pending claims. Accordingly, ACandS believes that the asbestos in
building claims will not have a material adverse effect on the long-term
business or financial condition of the Company.
From time to time, the Company and its subsidiaries are also parties as
both plaintiff and defendant to various claims and litigation arising in
the normal course of business, including claims concerning work
performed under various contracts. In the opinion of management, claims
and litigation resulting in the normal course of business will not
materially affect the Company's long-term business, financial position
or results of operations.
Items 2 through 6: Not applicable.
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.
IREX CORPORATION
Date: May 15, 2000 /s/B. C. Werner
Controller
Duly Authorized Signer
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