IREX CORP, 10-K, 2000-03-30

IREX CORP
10-K, 2000-03-30
CONSTRUCTION - SPECIAL TRADE CONTRACTORS

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SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 1999
Commission file number: 2-36877

Irex Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Pennsylvania
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

23-1712949
(I. R. S. EMPLOYER IDENTIFICATION NO.)

120 North Lime Street, Lancaster, Pennsylvania 17602
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code: (717) 397-3633

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of their
Form 10-K or any amendment to this Form 10-K. [X]

As of March 15, 2000, 430,302 common shares were outstanding and the
aggregate market value of the voting stock (based upon the bid price on
March 15, 2000) held by nonaffiliates was approximately $5,993,401.

Documents Incorporated by Reference: NONE

PART I

Item 1. Business

Irex Corporation (The Company) consists of five wholly owned subsidiaries
which operate within the specialty contracting industry. These companies
primarily engage in mechanical insulation, abatement, fire protection and
interior finish contracting. Domestic operations are conducted through
five wholly owned subsidiaries: ACandS, Inc.; Centin, LLC; Spacecon,
LLC; Island Insulation Services, Inc.; and Pyro-Stop, LLC (formed 1/1/2000).
Through ACandS Contracting Ltd., the Company is engaged in thermal
insulation contracting in Canada. Prior to 1999, the Company also conducted
business through its wholly owned subsidiary, Specialty Products
& Insulation Co. (SPI), a distributor and fabricator of mechanical insulation,
architectural/acoustical products and specialty products. On December 31,
1998, the spin-off of SPI to the Irex shareholders was effective.
(See Note 2 of the accompanying consolidated financial statements.)

Substantially all of the Company's insulation contracts are made with
private contractors, subcontractors and other builders, and such
contracts are normally awarded on the basis of competitive bids.
Insulation contracting, as part of the general construction business, has
been and continues to be highly competitive. The Company is one of the
largest in its field, however, and over the years has maintained good
customer relationships, with a significant percentage of its sales
attributable to contracts with customers for whom the Company has
previously done work.

As of December 31, 1999, the Company had contract backlog, expressed in
terms of unearned revenues for all secured contracts, of $29.5 million as
compared to contract backlog of $37.4 million on December 31, 1998. A
substantial portion of this backlog can reasonably be expected to be
installed during 2000, since the average life cycle of the Company's
projects is less than a year. During the past five years, beginning
backlog ranged from 27% to 38% of contract revenues reported for the
ensuing year.

The Company purchases its materials from a number of sources and is not
dependent upon any one supplier for any substantial portion of its
requirements. Insulation materials are in plentiful supply and no
critical shortages are expected.

The Company owns or holds no significant patents, licenses, franchises or
other concessions. No significant expenditures are made for new product
development, since most materials are purchased directly from
manufacturers for installation by the Company on projects where the owner
or his representatives specify the products to be applied.

Federal, state and local regulations enacted to protect the environment
have not had any material effect upon capital expenditures, earnings or
competitive position.

Item 2. Properties

The Company owns three properties in Lancaster, Pennsylvania. One is
used as the Company's general offices, a two-story brick building
containing 21,000 square feet of space. A second is primarily used for
general office parking. The third consists mainly of a 29,000 square
foot warehouse and shop facility which is leased by the Company's former
distribution subsidiary.

All of the remaining offices and warehouses of the Company are leased at
various locations throughout the United States and Canada. Some regional
and area offices share facilities at the same location. After the spin-
off of SPI, there are 37 leased regional, area and branch offices in the
United States and three offices in Canada.

The Company also owns construction tools, light trucks, and such related
equipment as required by its undertakings, all of which are considered to
be in good working order and none of which is subject to any major
encumbrances. Most of the automotive fleet has been converted to an
operating lease arrangement with cancelable lease terms of up to five
years.

Item 3. Legal Proceedings

The Company's ACandS, Inc. subsidiary is one of a number of defendants in
pending lawsuits filed by approximately 140,000 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 1999, ACandS was served with cases involving 38,446 individual
plaintiffs. In 1998, ACandS was served with cases involving 33,154
individual plaintiffs. There were 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, 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 194,000 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. The
absence of bankrupt manufacturers as defendants has apparently
contributed to the increase in ACandS's disposition costs.

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. As a result, the rate of exhaustion of ACandS's insurance
coverage has increased.

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 194,000 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.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

PART II

Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters

The Company's Common Stock is traded in limited over-the-counter
transactions. The number of shares of Common Stock available for trading
has been small relative to the total number of shares outstanding, and
the trading is sporadic. Price quotations are only binding for a limited
number of shares.

The following table sets forth the high and low bid prices per share and
the dividends per share for the periods indicated. Price quotations have
been obtained from National Quotation Bureau, Inc.

High Bid Low Bid

1998 1st Quarter 31 - 3/8 27 - 1/2
2nd Quarter 37 - 1/2 33
3rd Quarter 37 - 1/2 37 - 1/2
4th Quarter 46 37 - 1/2

1999 1st Quarter 50 16
2nd Quarter 22 16 - 1/4
3rd Quarter 22 - 3/4 20 - 1/2
4th Quarter 21 - 1/4 21

On March 15, 2000, the stock price quotation according to National
Quotation Bureau, Inc. was 20.50 bid and none offered, and there were 303
record holders of the Company's Common Stock. The total number of shares
outstanding is 430,302. On December 31, 1998 the spin-off of Specialty
Products & Insulation Co., the Company's wholly owned subsidiary, was
effective. (See Note 2 of the accompanying consolidated financial statements
statements.) The Company has not paid a cash dividend on its Common Stock
during the two-year period ended December 31, 1999. In the foreseeable
future, the Company does not expect to pay cash dividends on the outstanding
common shares at December 31, 1999.

Item 6. Selected Financial Data

IREX CORPORATION AND SUBSIDIARIES:

Following is a consolidated summary of operations for the five years
ended December 31, 1999. This summary should be read in conjunction with
the consolidated financial statements and notes thereto, which are
included in Item 8 of this report.

CONSOLIDATED SUMMARY OF OPERATIONS

Year Ended December 31
1999 1998 1997 1996 1995
(Dollars in thousands, except per share data)
TOTAL REVENUES $136,279 $315,119 $278,150 $271,131 $244,441
NET INCOME (LOSS) $ 2,621 $ 4,211(2) $ 2,533 $ 2,873 $ 1,778(1)
PREFERRED STOCK
DIVIDENDS (3) $ (831) $ (979) $ (980) $ (980) $ (980)
INCOME (LOSS)
APPLICABLE TO
COMMON SHARES $ 1,664 $ 3,232 $ 1,553 $ 1,893 $ 798
CASH FLOW FROM
OPERATIONS $ 2,466 $ 7,531 $ 3,219 $ 1,933 $ 392
TOTAL ASSETS $ 55,345 $ 57,871 $ 88,545 $ 85,325 $ 81,635
LONG TERM DEBT (4) $ --- $ --- $ 7,504 $ 9,286 $ 12,543
REDEEMABLE PREFERRED
STOCK (3) $ 7,341 $ 10,490 $ 10,490 $ 10,490 $ 10,496
PER COMMON SHARE:
EARNINGS-BASIC (5)$ 3.85 $ 7.75 $ 4.05 $ 4.80 $ 2.01
EARNINGS-DILUTED (5)$ 3.85 $ 7.70 $ 4.00 $ 4.76 $ 2.00
CASH DIVIDENDS (3)$ --- $ --- $ --- $ --- $ ---
BOOK VALUE $ 40.33 $ 35.96 $ 34.59 $ 30.58 $ 25.59

(1) Includes cumulative effect of accounting change, net of income
taxes, of $1,377,000 due to change in the method of estimating workers'
compensation claims liability.

(2) Includes extraordinary loss on extinguishment of debt, net of income
taxes, of $331,000.

(3) See Note 14 to the accompanying consolidated financial statements.

(4) See Note 12 to the accompanying consolidated financial statements.

(5) See Note 11 to the accompanying consolidated financial statements.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

As a result of the spin-off of Specialty Products & Insulation Co. (SPI)
on December 31, 1998 (see Note 2 of the accompanying consolidated
financial statements), the Company's consolidated operating results for
the year ended December 31, 1999 do not include SPI; however, SPI's
operating results are included in the consolidated statements of income
for the years ended December 31, 1998 and 1997. The following
discussion, except where noted, compares the Company's performance for
the year ended December 31, 1999 with the pro forma unaudited results of
operations for the respective periods in 1998 and 1997 as presented in
Note 2. The pro forma unaudited amounts represent the Company's results
of operations after giving effect to the dividend received from SPI and
SPI's repayment of intercompany debt immediately after the spin-off and
the elimination of operating results attributable to SPI for the twelve
months ended December 31, 1998 and 1997. The Company's consolidated
balance sheets as of December 31, 1999 and 1998 do not include the
balance sheet of SPI. Subsequent to the spin-off of its distribution
subsidiary, the Company and its subsidiaries continue to operate within
the specialty contracting industry.

The Company reported net income of $2,621,000 for the year ended December
31, 1999 as compared to $1,099,000 net income for the year ended December
31, 1998. Included in results for 1999 is $1,100,000 income related to
the reversal of a contingency accrual (further discussed in Note 5),
which contributed approximately $650,000 to net income. Also included in
1999 results is interest income (net of expense) of $1,062,000, which
increased net income by approximately $700,000. For the year ended
December 31, 1998, net income of $1,099,000 includes an after-tax gain of
approximately $490,000 related to curtailment of the Company's pension
plan (see Note 9). After adjusting for these non comparable items, net
income of $1,271,000 in 1999 was slightly more than double the $609,000
earned in 1998. The Company showed a net loss of $(1,121,000) for the
year ended December 31, 1997.

Net income applicable to common shareholders after preferred dividends
and the premium paid for redemption of preferred stock (see Note 14) was
$1,664,000 for the year ended December 31, 1999 as compared to $120,000
in 1998 and a loss of $(2,101,000) in 1997. The Company achieved net
income per common share of $3.85 for the year ended December 31,
1999. For the year ended December 31, 1998, net income per common share
was $0.29 before the extraordinary loss and the effect of the
extraordinary loss was $(0.79) per share. Net loss per common share was
$(5.47) for the year ended December 31, 1997.

Return on average common shareholders' equity (ROE), calculated on net
income applicable to common stock, was 10.3%, for the year ended December
31, 1999. Including the results of SPI, ROE was 21.4% and 12.8% for the
years ended December 31, 1998 and 1997, respectively. The Company's
return on average assets (ROA), calculated on net income, was 4.3% for
the year ended December 31, 1999. Including the results of SPI, ROA was
4.2% and 2.9% for years ended December 31, 1998 and 1997, respectively.
Exclusive of the extraordinary loss in 1998, ROE and ROA were 23.6% and
4.5%, respectively.

The Company, in its first full year of operations since the spin-off of
SPI, has embarked on a strategy that focuses primarily on improving gross
profit and operating margins. Securing contracts at margins which
reflect the quality of services provided to customers and then
aggressively managing a project's execution, with especially safe work
practices, will generate improved gross profit margins. The Company's
efforts in continually examining and evaluating administrative processes
will contribute to improved operating margins. The Company has placed
secondary emphasis on revenue growth through both diversification of the
specialty contracting services provided to customers and selective
acquisition opportunities in markets it presently serves.

The following discussion and analysis of results of operations provides
additional information on the Company's businesses and should be read in
conjunction with the consolidated financial statements and accompanying
notes.

Results of Operations:

Total revenues for 1999 increased 3.1% to $136.3 million from $132.2
million in 1998. Total revenues were $129.1 million for the year ended
December 31, 1997. Prior to 1999, the Company had experienced a recent
trend of declining revenues generated from its traditional core business
of installing insulation in industrial and commercial applications. The
stabilization of the trend in 1999 is mostly attributable to
approximately $12.6 million of work performed at one power generating
facility. Although deregulation in the power generation industry has
contributed to the erosion of some core business, the Company has been
successful in generating additional revenues from nontraditional sources.

The Company continues to pursue opportunities outside the core insulation
business by providing specialty contracting services for asbestos
abatement, lead abatement, interior finish contracting and fire
protection. 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. The
Company does not follow a single-focus strategy to be the low-cost
provider of specialty contracting services in each of the markets it
serves. Thus, the Company recognizes that it may not secure work in
localized markets where the competition is bidding contracts at prices
that will not afford the Company an opportunity to earn acceptable gross
profit margins.

Gross profit increased slightly to $27.8 million in 1999 from $27.2
million in 1998. The 1999 result represents a 5.7% increase from the
$26.3 million gross profit achieved in 1997. Margins, or gross profit
dollars expressed as a percentage of revenues, were 20.4%, 20.6% and
20.3% in 1999, 1998 and 1997, respectively. Competitive bidding to
secure lump-sum contracts continues to squeeze pricing while placing a
premium on contract execution. The Company has been able to maintain
margin levels by focusing on quality of bid preparation, consistent
pre-execution planning and aggressive management of direct job costs. In
addition, efforts placed on corporate and regional safety initiatives
have played a significant role in lowering the number of workers'
compensation/insurance claims and ultimately reducing these costs.

Selling, general and administrative (SG&A) expenses were $23.5 million in
1999, a decrease of 4.1% from $24.5 million SG&A expense for the twelve
months ended December 31, 1998. Excluding the pension curtailment gain
of $869,000 recorded during 1998 (see Note 9), SG&A expenses in 1999 were
down 7.4% compared to 1998. SG&A expenses amounted to $28.0 million in
1997. The decrease in 1999 is primarily attributable to the reversal of
the $1.1 million contingency accrual noted earlier in the discussion.
The restructuring undertaken during 1996 by the Company's principal
contracting subsidiary, ACandS, Inc. contributed significantly to the
reduction in SG&A from the level reflected in 1997, as did subsequent
downsizing by another of the Company's contracting subsidiaries.
Management believes that the end product of these actions is the
development of an overhead structure which enables the Company to offer
competitively-priced services while maintaining responsiveness to
customer needs. The Company strives for continual improvement in its
processes (e.g. contract sales and execution, office administration) with
an aim toward reducing the ratio of SG&A expenses to gross profit earned.

Operating income improved to $4.3 million in 1999 from $2.7 million in
1998. Excluding the 1999 contingency reversal and the 1998 curtailment
gain noted above, operating income increased approximately 77% to $3.2
million in 1999 from $1.8 million in 1998. The Company incurred a
$(1.7) million operating loss in 1997. Operating income, excluding the
items noted and expressed as a percentage of revenues, was 2.4%, 1.4% and
(1.3)% for 1999, 1998 and 1997, respectively. This trend of improved
operating margins reflects the Company's targeted efforts highlighted in
the previous discussion.

Finance and Liquidity:

The Company's working capital position remains strong after the first
full year of operations since the spin-off of SPI, whose balance sheet is
not included in the consolidated balance sheets at December 31, 1999 and
1998. With the spin-off, the Company will no longer have significant
working capital requirements to fund the expansion of SPI. Working
capital was $24.1 million at December 31, 1999 as compared to $27.0
million at December 31, 1998. Contract backlog, expressed in terms of
unearned revenues for all secured contracts, was $29.5 million at
December 31, 1999. This level continues a trend of the past few years
where secured contract orders turn over more quickly. Generally, backlog
for the specialty contracting industry is lower than that of the overall
construction industry when measured in terms of the percentage of annual
revenues it represents. The Company's relative mix of both the type of
work (insulation, abatement, interior contracting, etc.) and the end
customer (industrial, commercial, etc.) contribute to the level of
contract backlog at a given point in time. Contract backlog was $37.4
million and $42.8 million at December 31, 1998 and 1997, respectively,

Capital expenditures of $0.4 million in 1999 were comparable to 1998 and
1997 expenditures (exclusive of SPI's operations) of $0.2 million $0.4
million, respectively. Management does not foresee any significant
capital expenditures in the near term other than the normal replacement
of equipment.

The Company has no debt outstanding at December 31, 1999 compared to $0.6
million outstanding at December 31, 1998. The Company was required to
repay long-term debt as a result of the spin-off, and it used proceeds
from SPI's repayment of intercompany debt to pay down existing lines of
credit. At December 31, 1999 and 1998, 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 and $14.0 million at December 31, 1999 and
1998, respectively. Short-term debt was used to provide funding of $3.2
million for the acquisitions made during 1997. See Note 4 for additional
discussion of the Company's acquisitions. The Company expects that funds
from operations and available lines of credit will continue to provide
sufficient liquidity to meet its working capital requirements. See Note
12 for more information on the Company's borrowings.

Preferred Stock Issuance and Dividends:

During 1992, the Company exchanged 349,864 shares of redeemable preferred
stock for an equal number of the Company's outstanding common shares.
The common shares exchanged were included in Treasury Stock at December
31, 1999. The Company redeemed 104,970 shares during 1999, of which
104,953 were redeemed as a result of a call authorized by the Board of
Directors on April 29, 1999. As a result of the call and subsequent
redemption, 244,703 preferred shares remain outstanding at December 31,
1999. See Note 14 for more information on the Company's redeemable
preferred stock.

Dividends on the preferred stock accrue at an annual rate of $2.80 per
share. In the foreseeable future, the Company does not expect to pay
cash dividends on the outstanding common shares at December 31, 1999.

Income Taxes:

The effective tax rate was 51.5% in 1999 compared to 46.8% in 1998 and
43.7 % in 1997. The Company's effective tax rate is primarily dependent
upon the amount of operating income and its effect on the rate
attributable to the 50% disallowance for meals and entertainment, the
impact of state rates on deferred tax assets and the sources of state
taxable income. In addition, two items added a total of 13.0%
to the Company's 1999 effective income tax rate: (1) settlement of
several issues with the Canadian taxation authority and (2) the write off
of unrealizable deferred tax assets. See Note 5 for additional
discussion of these items.

Net deferred income tax assets were $5.8 million at December 31, 1999
compared to $5.7 million at December 31, 1998. The Company has
determined that no valuation allowance for the deferred income tax asset
is required as of December 31, 1999 and 1998, as the future realization
of such tax benefits is considered to be more likely than not through the
combination of carry back availability, certain tax-planning strategies
that would allow for acceleration of deductible temporary differences to
utilize remaining carry back availability and through expected future
taxable income. Future taxable income must be approximately $6.3 million
in order to realize the portion of deferred tax assets not realizable
through carry back availability or tax-planning strategies.

Year 2000 Issue:

The Company's ability to conduct its day-to-day operations is dependent
in part on an integrated software program and data-based system
(collectively, the System). The System serves as a critical tool in
carrying out functions in several key areas of the business, including
contract management, sales, financial reporting and personnel
administration.

Early in 1998, the Company began to assess the System with respect to the
Year 2000 (Y2K) issue. Additional Y2K work performed during 1999 focused
on testing older PCs and on testing for imbedded chip issues in equipment
and property that are unrelated to the information technology aspect of
business operations.

The Company spent less than $100,000 on Y2K compliance, excluding the
cost of approximately 100 personal computers which are leased in the
normal course of business. The Company experienced no major interruption
of service from its suppliers and vendors, and no customers have advised
the Company of Y2K problems that will prevent timely remittance of
amounts owed.

(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.
Therefore, the outstanding balances recorded on the balance sheet at
December 31, 1998 approximate fair value. These lines of credit are
renegotiated annually.

Item 8. Financial Statements and Supplementary Data

I. Irex Corporation and Subsidiaries:

(a) Report of Independent Public Accountants

(b) Consolidated Balance Sheets -- December 31, 1999 and 1998

(d) Consolidated Statements of Shareholders' Investment for the
Three Years Ended December 31, 1999, 1998 and 1997

(e) Consolidated Statements of Cash Flows for the Three Years
Ended December 31, 1999, 1998 and 1997

(f) Notes to Consolidated Financial Statements -- December 31,
1999, 1998 and 1997

(g) Schedules:

II. Valuation and Qualifying Accounts for the Three Years
Ended December 31, 1999, 1998 and 1997

All other schedules are omitted as not applicable because the
required matter or conditions are not present.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of
Directors, Irex Corporation:

We have audited the accompanying consolidated balance sheets of Irex
Corporation (a Pennsylvania corporation) and subsidiaries as of December
31, 1999 and 1998, and the related consolidated statements of income,
shareholders' investment and cash flows for each of the three years in
the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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, the financial statements referred to above present
fairly, in all material respects, the financial position of Irex
Corporation and subsidiaries as of December 31, 1999 and 1998 and the
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index
of financial statements is for purposes of complying with the Securities
and Exchange Commissions's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

/S/ Arthur Andersen LLP

Lancaster, Pennsylvania
March 10, 2000

IREX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31

ASSETS 1999 1998

CURRENT ASSETS:
Cash and cash equivalents (Note 8) $ 7,605,000 $ 10,485,000
Receivables, less reserves of $397,000 in
1999 and $399,000 in 1998 30,901,000 29,719,000
Inventories of materials and supplies, at the
lower of cost (first-in, first-out) or market 459,000 512,000
Actual costs and estimated earnings
on contracts in process in excess of
billings (Notes 1 and 3) 4,870,000 3,750,000
Prepaid income taxes (Note 6) --- 2,398,000
Other prepaid expenses 286,000 194,000
Deferred income taxes (Notes 1 and 6) 3,221,000 2,543,000

Total current assets 47,342,000 49,601,000

PROPERTY AND EQUIPMENT,
at cost (Note 1):
Land 133,000 133,000
Buildings and improvements 1,960,000 1,931,000
Machinery and equipment 4,085,000 4,223,000
6,178,000 6,287,000

Less - Accumulated depreciation (5,175,000) (5,288,000)

1,003,000 999,000

NOTE RECEIVABLE (Note 2) 3,684,000 3,500,000

DEFERRED INCOME TAXES (Notes 1 and 6) 2,559,000 3,147,000

OTHER ASSETS (Note 1) 757,000 624,000

$55,345,000 $57,871,000

December 31
LIABILITIES AND
SHAREHOLDERS' INVESTMENT 1999 1998

CURRENT LIABILITIES:
Notes payable to banks (Note 12) $ --- $ 629,000
Accounts payable 5,456,000 6,649,000
Billings in excess of actual costs and
estimated earnings on contracts in
process (Notes 1 and 3) 2,405,000 2,647,000
Accrued income taxes (Note 6) 2,197,000 ---
Accrued workers' compensation
insurance (Note 1) 2,337,000 2,342,000
Accrued liabilities (Note 15) 10,898,000 10,340,000
Total current liabilities 23,293,000 22,607,000

NON-CURRENT LIABILITIES (Notes 1 and 16) 7,371,000 9,246,000

COMMITMENTS AND CONTINGENCIES (Note 7)

REDEEMABLE PREFERRED STOCK, $1 par
value; authorized 2,000,000 shares; issued
and outstanding 244,703 shares in 1999 and
349,673 shares in 1998 (Note 14) 7,341,000 10,490,000

SHAREHOLDERS' INVESTMENT:
Common stock $1 par value;
authorized 2,000,000 shares;
issued 1,028,633 shares in 1999
and 1998; outstanding 429,952
shares in 1999 and 431,802 shares
in 1998 1,028,000 1,028,000
Paid-in surplus 533,000 537,000
Retained earnings 33,606,000 31,942,000
Cumulative translation adjustments (Note 1) (208,000) (292,000)
Notes receivable (Note 10) (263,000) (372,000)
34,696,000 32,843,000

Treasury stock, 598,681 shares in 1999 and
596,831 shares in 1998, at cost (17,356,000) (17,315,000)
Total shareholders' investment 17,340,000 15,528,000

$55,345,000 $57,871,000

The accompanying notes are an integral part of these statements.

IREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31

1999 1998 1997
REVENUES (Note 1):
Contracting $136,060,000 $131,828,000 $128,401,000
Distribution and other 219,000 183,291,000 149,749,000

Total revenues 136,279,000 315,119,000 278,150,000

COST OF REVENUES (Note 1) 108,440,000 245,101,000 217,786,000

Gross profit 27,839,000 70,018,000 60,364,000

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 23,493,000 59,166,000 53,924,000

Operating income 4,346,000 10,852,000 6,440,000

INTEREST AND DIVIDEND INCOME 1,116,000 139,000 18,000

INTEREST EXPENSE (54,000) (2,447,000) (1,960,000)

Income before income taxes 5,408,000 8,544,000 4,498,000

INCOME TAX PROVISION
(Notes 1 and 6) 2,787,000 4,002,000 1,965,000

NET INCOME BEFORE
EXTRAORDINARY ITEM 2,621,000 4,542,000 2,533,000

EXTRAORDINARY ITEM - LOSS ON
DEBT EXTINGUISHMENT
(Net of Applicable Income
Tax Benefit of $211,000)
(Notes 5 and 12) --- (331,000) ---

NET INCOME $ 2,621,000 $ 4,211,000 $ 2,533,000

Dividend requirements for
Preferred Stock (Note 14) (831,000) (979,000) (980,000)

Premium paid for redemption
of Preferred Stock (126,000) --- ---

NET INCOME APPLICABLE
TO COMMON STOCK $ 1,664,000 $ 3,232,000 $ 1,553,000

Income per common share-Basic
Before Extraordinary Item $ 3.85 $ 8.54 $ 4.05
Extraordinary Item --- (0.79) ---

Net Income $ 3.85 $ 7.75 $ 4.05

Income per common share - Diluted
Before Extraordinary Item $ 3.85 $ 8.49 $ 4.00
Extraordinary Item --- (0.79) ---
Net Income $ 3.85 $ 7.70 $ 4.00

The accompanying notes are an integral part of these statements.

<TABLE>
IREX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
<CAPTION>

Cumulative
Common Paid-in Retained Translation Treasury Notes Comprehensive
Stock Surplus Earnings Adjustments Stock Receivable Income
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE,
JANUARY 1, 1997 $1,028,000 $459,000 $29,110,000 $(165,000) $(18,646,000) $ ---

Net income --- --- 2,533,000 --- --- --- $2,533,000
Cash dividends
on preferred stock --- --- (980,000) --- --- --- ---
Translation
adjustments --- --- --- (48,000) --- --- (48,000)
Issuance of
common stock --- (10,000) --- --- 7,000 --- ---
Repurchase of
common stock --- --- --- --- (265,000) --- ---

Comprehensive
income $2,485,000

BALANCE,
DECEMBER 31, 1997 1,028,000 449,000 30,663,000 (213,000) (18,854,000) ---

Net income --- --- 4,211,000 --- --- --- $4,211,000
Cash dividends
on preferred stock --- --- (979,000) --- --- --- ---
Translation
adjustments --- --- --- (79,000) --- --- (79,000)
Exercise of
stock options --- (35,000) (249,000) --- 1,634,000 --- ---
Tax benefit on stock
options exercised --- 123,000 --- --- --- --- ---
Repurchase of
common stock --- --- --- --- (95,000) --- ---
Notes receivable
for shares sold --- --- --- --- --- (372,000) ---
Spin-off of
subsidiary
(Note 2) --- --- (1,704,000) --- --- --- ---

Comprehensive
income $4,132,000

BALANCE,
DECEMBER 31,1998 1,028,000 537,000 31,942,000 (292,000) (17,315,000) (372,000)

Net income --- --- 2,621,000 --- --- --- $2,621,000
Cash dividends
on preferred stock --- --- (831,000) --- --- --- ---
Translation
adjustments --- --- --- 84,000 --- --- 84,000
Issuance of
common stock --- (4,000) --- --- 12,000 --- ---
Repurchase of
common stock --- --- --- --- (53,000) --- ---
Payments on notes
receivable
for shares sold --- --- --- --- --- 109,000 ---
Premium paid for
redemption of
preferred stock --- --- (126,000) --- --- --- ---

Comprehensive
income $2,705,000

BALANCE,
DECEMBER 31,1999 $1,028,000 $533,000 $33,606,000 $(208,000) $(17,356,000) $(263,000)

The accompanying notes are an integral part of these statements. IREX CORPORATION AND SUBSIDIARIES
</TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31
1999 1998 1997
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,621,000 $4,211,000 $2,5339,000
Reconciliation of net income to
net cash provided by operating
activities-
Extraordinary loss on
extinguishment of debt,
net of tax benefit --- 331,000 ---
Depreciation and amortization 375,000 1,524,000 1,236,000
Deferred income tax (benefit)
provision (90,000) 809,000 623,000
Provision for losses on
accounts receivable 197,000 1,254,000 83,000
(Gain) loss on sale of assets (18,000) (79,000) 18,000
Interest income paid-in-kind (184,000) --- ---
Increase) decrease in assets-
Receivables (873,000) (7,680,000) (133,000)
Inventories 53,000 (831,000) (667,000)
Actual costs and estimated
earnings on contracts in
process in excess of billings,
net (1,362,000) 521,000 720,000
Prepaid income taxes 2,399,000 (680,000) (181,000)
Other assets and prepays (150,000) (409,000) 242,000
(Decrease) increase in
liabilities-
Accounts payable (1,355,000) 6,057,000 (172,000)
Accrued income taxes 2,197,000 --- (198,000)
Accrued liabilities and
other liabilities (1,344,000) 2,503,000 (885,000)
Net cash provided by
operating activities 2,466,000 7,531,000 3,219,000

CASH FLOWS FROM
INVESTING ACTIVITIES:
Additions to property and
equipment (443,000) (964,000) (1,179,000)
Proceeds from sales of property
and equipment 73,000 489,000 90,000
Acquisitions of certain businesses,
net of cash acquired
Assets, net of liabilities
assumed (143,000) (7,167,000) (2,523,000)
Intangibles (70,000) (2,531,000) (930,000)
Decrease (increase)
in other assets 98,000 (69,000) (96,000)
Net cash used for
investing activities (485,000) (10,242,000) (4,638,000)

CASH FLOWS FROM
FINANCING ACTIVITIES:
Net (repayments on) borrowings
from revolving lines of credit (819,000) (17,866,000) 6,055,000
Payments on long-term debt --- (9,572,000) (3,257,000)
Dividends paid (831,000) (979,000) (980,000)
Payment on notes receivable
for shares sold 109,000 --- ---
Reassurance of common stock 8,000 1,101,000 47,000
Repurchase of common stock (53,000) (95,000) (265,000)
Repurchase of preferred stock (3,275,000) --- ---
Dividend received in spin-off
transaction --- 7,000,000 ---
Repayment of intercompany debt
in spin-off transaction --- 34,275,000 ---
Cash transferred in spin-off
transaction --- (1,042,000) ---
Net cash (used for) provided
by financing activities (4,861,000) 12,822,000 1,600,000

NET (DECREASE) INCREASE IN
CASH AND CASH EQUIVALENTS (2,880,000) 10,111,000 181,000
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 10,485,000 374,000 193,000
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 7,605,000 $10,485,000 $ 374,000

The accompanying notes are an integral part of these statements.

IREX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997

1. PRINCIPLES OF CONSOLIDATION AND ACCOUNTING POLICIES:

The following summarizes the significant accounting policies employed by
Irex Corporation (the Company) and subsidiaries.

Principles of Consolidation:

The consolidated financial statements include the accounts of Irex
Corporation and its subsidiaries, all of which are wholly owned. All
significant intercompany accounts and transactions have been eliminated
in consolidation. As a result of the spin-off effected on December 31,
1998 discussed in Note 2, the consolidated balance sheet at December 31,
1998 does not include the balance sheet of Specialty Products &
Insulation Co.

In accordance with Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation," gains and losses resulting from foreign
currency transactions during the year are included in operating results,
while gains and losses resulting from translation of the financial
statements of the Company's Canadian subsidiary at the end of the year
are reflected as cumulative translation adjustments in shareholders'
investment. Foreign currency transaction gains and losses in 1999, 1998
and 1997 were not material.

On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" (SAS No. 130). SAS
No. 130 establishes standards for reporting and displaying comprehensive
income and its components. Comprehensive income, as defined by SAS No.
130, is the total of net income and all other non-owner changes in
equity. The cumulative translation adjustments shown on the consolidated
statements of shareholders' investment represent the total difference
between net income and comprehensive income.

Estimates and Assumptions:

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.

Methods of Accounting for Revenues:

Revenues from lump-sum basis construction contracts are recognized on the
percentage of completion method, measured by the percentage of costs
incurred to date to estimated total costs for each contract. This method
is used because management considers this to be the best available
measure of progress on these contracts. Revenues from time and material
contracts are recognized on the basis of costs incurred during the period
plus the fee earned.

Contract costs include all direct material and labor costs and those
indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs and depreciation costs. Selling, general and
administrative costs are charged to expense as incurred. Provisions for
estimated losses on uncompleted contracts are made in the period in which
such losses are determined. Changes in job performance, job conditions
and estimated profitability, including those arising from contract
penalty provisions and contract settlements, result in revisions to costs
and income and are recognized in the period in which the revisions are
determined.

Distribution and other revenues consist primarily of outright sales of
purchased insulation and acoustical products (see Note 2).

Reserves for Certain Self-Insured Business Risks:

The Company is self-insured against a portion of its workers'
compensation and other insurance risks. The process of determining
reserve requirements for losses within its self-insured retention limits
utilizes historical trends, involves an evaluation of claim frequency,
severity and other factors and also includes the effect of future
inflation.

The Company measures the estimated liability for workers' compensation
claims employing actuarial assumptions to discount to present value the
estimated future payments for these claims, using a risk-free interest
rate. The Company believes this method more accurately reflects the
current impact on its financial condition of the future cash outflows.

At December 31, 1999 and 1998, the estimated undescended liability for
workers' compensation claims was $6,156,000 and $7,352,000, respectively.
The present value of such claims was $4,922,000 and $5,795,000, using a
weighted average discount rate of 5.98% and 6.18%, respectively.

The expected future payments as of December 31, 1999, on an undescended
basis, are as follows:

2000 $ 1,581,000
2001 1,065,000
2002 703,000
2003 564,000
2004 395,000
2005 and thereafter 1,848,000

$ 6,156,000

Income Taxes:

Deferred income taxes are not provided on the undistributed earnings of
the Company's Canadian subsidiary since taxes payable upon distribution,
net of foreign tax credits, are not expected to be significant. At
December 31, 1999, the cumulative amount of such undistributed earnings
was $1,270,000.

Property and Equipment:

Property and equipment are depreciated using principally the straight-
line method over the estimated useful lives of the assets. Expenditures
for maintenance and repairs are expressed as incurred.

Classification Estimated Useful Lives

Buildings 15 to 30 years
Leasehold improvements 3 to 10 years
Machinery and equipment 3 to 7 years

Other Assets:

For the years ended December 31, 1999 and 1998, other assets primarily
consist of prepaid pension cost as a result of the curtailment discussed
in Note 9.

Non-Current Liabilities:

Other long-term liabilities consist of the non-current portions of
workers' compensation, insurance and postretirement benefit liabilities.

Concentration of Business:

Subsequent to the spin-off of its distribution subsidiary (see Note 2),
the Company and its subsidiaries operate within the specialty contracting
industry throughout the United States and Canada.

For the years ended December 31, 1999, 1998 and 1997, no one customer
accounted for more than 10% of revenues. The Company's contracting and
distribution businesses purchase materials for use in contracts or resale
from a limited number of major suppliers. Such concentration is normal
for the industry and does not present an unreasonable risk or
vulnerability to the Company. Approximately 21% of contracting revenues
were derived from the power generation industry during the three-year
period ended December 31, 1999. Management believes this concentration
does not represent an unusual risk as contracts are widely dispersed by
geography and customer.

Pronouncements to be Adopted:

During June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SAS 133). The Statement
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. SAS 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.

SAS 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.

2. SPIN-OFF OF SUBSIDIARY:

On January 19, 1998, the Company announced its intention to spin off one
of its subsidiaries, Specialty Products & Insulation Co. (SPI). The
Company's Board of Directors (the Board), at its February 26, 1998
meeting, approved in principle the proposed transaction in which
shareholders of Irex common stock received a dividend of SPI common stock
through a pro rata distribution of 100% of SPI's capital stock (the
Distribution). On December 16, 1998, the Board granted final approval of
the spin-off to the Irex shareholders of all the common stock of SPI (the
Spin-off).

The Spin-off was effected on December 31, 1998 (the Closing Date) through
the Distribution to the Company shareholders of record at the close of
business on December 28, 1998. SPI distributed these shares on the basis
of one share of SPI Stock for every fifty Irex shares held. SPI did not
issue certificates for fractional shares in the distribution. Instead,
it canceled such shares and issued cash in lieu of fractional shares at a
rate of $2,698.09 per SPI share. No consideration was paid by the Irex
shareholders for shares of SPI Stock.

The Company received an opinion of counsel to the effect that the
Distribution is not taxable to Irex and its shareholders for federal
income tax purposes. However, cash paid in lieu of fractional shares of
SPI Stock is taxable to the shareholders.

Immediately prior to the Spin-off, SPI declared a dividend of $10.5
million, which was paid to the Company as the sole shareholder of SPI.
The dividend was paid by means of $7.0 million in cash and $3.5 million
of junior subordinated notes of SPI. The pay-in-kind notes bear interest
at 10.5% and mature April 1, 2003. The company received interest income
of $184,000 in the form of a pay-in-kind note during 1999. At the
Closing Date, immediately prior to the Distribution, total assets of SPI
were $66.3 million and total liabilities were $64.6 million. The net
investment of the Company in SPI was $1.7 million at the Closing Date,
immediately prior to the Distribution. The transaction was treated as a
non-cash transaction in the accompanying consolidated financial
statements. Additionally, SPI repaid intercompany debt in the amount of
$34.3 million immediately after the Spin-off.
On the Closing Date, immediately following the Distribution, Evercore
Capital Partners L.P., Evercore Capital Partners (NQ) L.P. and Evercore
Capital Offshore Partners L.P. (collectively, Evercore), invested
approximately $15.4 million in SPI in exchange for 7,113 shares of newly-
issued SPI Common Stock at the purchase price of $2,158.46 per share. In
addition, certain officers of SPI acquired 109 shares of newly-issued
Common Stock. As a result of the Distribution and subsequent new
investment, approximately 55% of SPI's Common Stock is owned by Irex
shareholders and by SPI's management, and approximately 45% is owned by
Evercore.

As a result of the Spin-off, SPI is now a separate company, primarily
concentrating on specialty product distribution/fabrication in the
construction industry. The Company and its wholly owned subsidiaries will
continue to operate within the specialty contracting industry.

The following pro forma unaudited condensed consolidated statements of
income give effect to the Spin-off of SPI, and are presented as if the
Spin-off had occurred as of January 1, 1997.

The "Pro Forma" amounts represent the pro forma results of operations of
the Company after giving effect to the dividend received from SPI and
SPI's repayment of intercompany debt immediately after the Spin-off and
the elimination of operating results attributable to SPI for the periods
presented. The pro forma unaudited condensed consolidated statements of
income may not be indicative of the results that would have been obtained
had the Spin-off actually occurred on the date assumed nor is it
necessarily indicative of the future consolidated results of operations.
The Company's consolidated balance sheets at December 31, 1999 and 1998
do not include the balance sheet of SPI.

IREX CORPORATION AND SUBSIDIARIES
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998

UNAUDITED
PRO FORMA UNAUDITED
HISTORICAL ADJUSTMENTS PRO FORMA
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

REVENUES $ 315,119 $(182,924)(a) $132,195

COST OF REVENUES 245,101 (140,121)(a) 104,980

Gross Profit 70,018 (42,803) 27,215

SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSES 59,166 (34,660)(b) 24,506

Operating income 10,852 (8,143) 2,709

INTEREST EXPENSE - NET 2,308 (2,308) (c) ---

Income before income taxes 8,544 (5,835) 2,709

INCOME TAX PROVISION 4,002 (2,392) 1,610

NET INCOME BEFORE
EXTRAORDINARY ITEM $ 4,542 $ (3,443) $ 1,099

Dividend requirements
for preferred stock (979) --- (979)

NET INCOME BEFORE
EXTRAORDINARY ITEM
APPLICABLE TO COMMON STOCK $ 3,563 $ (3,443) $ 120

Average common shares
outstanding - Basic 417,163 417,163

Effect of stock options
issued to employees
and directors 2,467 2,467

Average common shares
outstanding - Diluted 419,630 419,630

Income before extraordinary
item per common share
- Basic $ 8.54 $ 0.29

Income before extraordinary
item per common share
- Diluted $ 8.49 $ 0.29

IREX CORPORATION AND SUBSIDIARIES
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997

UNAUDITED
PRO FORMA UNAUDITED
HISTORICAL ADJUSTMENTS PRO FORMA
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

REVENUES $ 278,150 $ (149,042) (a) $ 129,108

COST OF REVENUES 217,786 (114,946) (a) 102,840

Gross Profit 60,364 (34,096) 26,268

SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSES 53,924 (25,971) (b) 27,953

Operating income (loss) 6,440 (8,125) (1,685)
INTEREST EXPENSE - NET 1,942 (1,942) (c) ---

Income (loss) before
income taxes 4,498 (6,183) (1,685)

INCOME TAX PROVISION
(BENEFIT) 1,965 (2,529) (564)

NET INCOME (LOSS) $ 2,533 $ (3,654) $ (1,121)

Dividend requirements
for preferred stock (980) --- (980)

NET INCOME (LOSS)
APPLICABLE TO
COMMON STOCK $ 1,553 $ (3,654) $ (2,101)

Average common shares
outstanding - Basic 383,859 383,859

Effect of stock options
issued to employees
and directors 4,683

Average common shares
outstanding - Diluted 388,542

Income (loss) per common
share - Basic $ 4.05 $ (5.47)

Income (loss) per common
share - Diluted $ 4.00 $ (5.47)

(a) This adjustment includes only SPI's activity with respect to third
parties because intercompany sales and costs were eliminated in the
Company's consolidated financial statements. SPI's net sales to
affiliates were approximately $6.5 million and $9.3 million for the
twelve months ended December 31, 1998 and 1997, respectively.

(b) This adjustment includes the elimination of the estimated costs,
$206,000 in 1998 and approximately $830,000 in 1997, associated
with Irex corporate personnel who became employees of SPI during
March and April of 1998. The amount also reflects fee income from
the computer services agreement under which SPI will pay a fee,
approximating $610,000 in 1998 and 1997, to continue utilizing
Irex's computer hardware, software and systems personnel for a
period of three years. SPI has the option to terminate the
computer services agreement after 18 months by notifying Irex
six months prior to the date of termination.

(c) This adjustment reflects the repayment of the Company's long-term
debt and paydown of its borrowings under short-term credit
facilities with funds received from SPI immediately after the
Spin-off.

3. CONTRACTS IN PROCESS:

Contracts in process as of December 31, 1999 and 1998 are comprised of
the following elements:

1999 1998

Costs and estimated earnings
on uncompleted contracts $ 82,883,000 $ 73,683,000

Less: Billings on uncompleted contracts (80,418,000) (72,580,000)

Net $ 2,465,000 $ 1,103,000

Contracts in process as of December 31, 1999 and 1998 are reflected in
the accompanying balance sheets under the following captions:

1999 1998
Actual costs and estimated earnings
on contracts in process is excess
of billings $ 4,870,000 $ 3,750,000

Billings in excess of actual costs and
estimated earnings on contracts
in process (2,405,000) (2,647,000)

$ 2,465,000 $ 1,103,000

Actual costs incurred on contracts in process in excess of billings
includes contract costs attributable to claims in the amount of $334,000
and $75,000 at December 31, 1999 and 1998, respectively. Contract costs
related to claims are carried at the lower of actual costs incurred or
estimated net realizable value.

4. ACQUISITIONS:

The Company completed one acquisition during 1999 for cash consideration
of approximately $0.2 million. The acquisition included the stock of a
company primarily engaged in the specialty contracting business and was
accounted for under the purchase method of accounting.

The Company completed five acquisitions during 1998 for cash
consideration and debt issued of approximately $9.7 million (plus the
assumption of $1.9 million of debt). The acquisitions included the stock
of two companies and certain assets of three additional companies, all of
which are primarily engaged in the distribution business.

The Company completed three acquisitions during 1997 for cash
consideration of approximately $3.5 million. The acquisitions included
the stock of one company and certain assets of two additional companies,
all of which are primarily engaged in the distribution business.

The acquisitions were accounted for using the purchase method of
accounting, and the financial statements reflect the results of
operations and cash flows of the operations from the dates of
acquisitions. Had the acquisitions occurred at the beginning of the
periods presented, revenues and operating income would not have been
materially different from reported results.

The Company's distribution subsidiary completed the 1998 and 1997
acquisitions prior to the spin-off described in Note2.

5. FOURTH QUARTER MATTERS:

During the fourth quarter of 1999, the Company recognized income of $1.1
million related to the settlement of certain contingencies and reduced
accruals by approximately $670,000 based on continued favorable
experience with claims under its self-insurance programs. The settlement
of the contingency was recorded as a reduction to selling, general and
administrative expense and the favorable claims experience was recorded
as a reduction to cost of revenues.

In 1999, the Company's Canadian subsidiary settled several issues with
the Canadian taxation authority. As a result of these settlements, the
Company recorded additional income tax expense of $412,000 in the fourth
quarter of 1999.
Based on an analysis of the deferred tax accounts as of December 31,
1999, the Company determined that approximately $291,000 of the existing
deferred tax assets were not realizable and wrote them off in the fourth
quarter.

6. INCOME TAXES:

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
(SAS 109). Deferred income taxes are computed based on the differences
between financial reporting and income tax reporting bases of assets and
liabilities using enacted tax rates. The impact of changes in tax rates
is reflected in income in the period in which the change is enacted. In
conformity with SAS 109, deferred tax assets are classified based on the
financial reporting classification of the related liabilities and assets
which give rise to temporary book/tax differences. Deferred taxes relate
to the following temporary differences:

1999 1998

Insurance reserves $ 5,696,000 $ 5,521,000
Bad debt reserves 151,000 133,000
Pension and other benefits (72,000) 7,000
Contracts 35,000 54,000
Other (30,000) (25,000)
$ 5,780,000 $ 5,690,000

The Company has determined that no valuation allowance for the deferred
tax asset is required as of December 31, 1999 and 1998, as the future
realization of such tax benefits is considered to be more likely than not
through the combination of carry back availability, certain tax planning
strategies that would allow for acceleration of deductible temporary
differences to utilize remaining carry back availability and through
expected future taxable income.

Income (loss) before income taxes is comprised of the following
components:

1999 1998 1997

Domestic $5,673,000 $7,444,000 $4,390,000
Foreign (265,000) 1,100,000 108,000
$5,408,000 $8,544,000 $4,498,000

Income tax provision (benefit) consists of:

1999 1998 1997
Currently payable:
Federal $1,658,000 $2,473,000 $1,028,000
State 939,000 170,000 260,000
Foreign 280,000 550,000 54,000

Total currently payable 2,877,000 3,193,000 1,342,000

Deferred:
Federal 521,000 99,000 602,000
State (611,000) 710,000 21,000

Total deferred (90,000) 809,000 623,000

Total $2,787,000 $4,002,000(1) $1,965,000

(1) Excludes benefit of $211,000 from the extraordinary loss
incurred as a result of the early extinguishment of
long-term debt (see Note 12).

The effective income tax rate is different from the statutory Federal
income tax rate as indicated below:

1999 1998 1997

Statutory federal income tax rate 34.0% 34.0% 34.0%
State income taxes ($328,000, $880,000
and $281,000), net of federal benefit 4.0 6.8 4.1
Meals and entertainment (50% disallowance) 1.8 2.4 4.5
Effects of foreign taxes (1.1) 2.1 0.4
Tax settlements (Note 5) 7.6 - -
Write off unrealizable deferred tax
assets (Note 5) 5.4 - -
Other, net (0.2) 1.5 0.7

Effective income tax rate 51.5% 46.8% 43.7%

The changes in the effective state income tax rate are due to the impact
of state rate changes on deferred tax assets, as well as changes in the
sources of the Company's state taxable income.

7. CLAIMS AND CONTINGENCIES:

8. CONSOLIDATED STATEMENTS OF CASH FLOWS:

The Company considers all highly liquid investments with a maturity of
three months or less at the time of purchase to be cash equivalents. The
effect of changes in foreign exchange rates on cash balances in 1999,
1998 and 1997 was not material.

The Company's income tax and interest payments are summarized below:

1999 1998 1997

Income taxes (net of refunds) $147,000 $3,560,000 $1,708,000
Interest $125,000 $3,013,000 $2,005,000

9. EMPLOYEE BENEFIT PLANS:

Defined Benefit Pension Plan:

The Company and its subsidiaries have a defined benefit pension plan
covering substantially all of their salaried employees. The benefits
under the plan are based on years of service and salary levels. The
Company's policy is to fund pension costs in accordance with the
requirements of the Employee Retirement Income Security Act of 1974.

The Company's Board of Directors (Board) adopted a resolution to amend
the defined benefit pension plan effective May 1, 1998. The amendment
suspends the plan, thereby freezing the accrued benefits of all plan
participants and discontinuing future benefit accruals. Under the
provisions of SAS No. 88, "Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits," freezing the
benefits resulted in the recognition of a curtailment gain of $869,000 in
1998 for the decrease in the Company's benefit obligation. The gain was
reported in the Company's consolidated statement of income as a reduction
to selling, general and administrative expenses.

The increase in benefit payments from $428,000 in 1998 to $856,000 in
1999 is primarily attributable to lump sum payments that were made to
terminated vested participants. When the Company spun off its
distribution subsidiary at the end of 1998 (see Note 2), all of the
subsidiary's active participants in the pension plan became terminated
participants at that time. Under the provisions of the Company's pension
plan, terminated participants eligible for lump sum payments of less than
$3,500 were cashed out during 1999 and those with lump sum values between
$3,500 and $10,000 were given the option to elect an immediate lump sum
distribution. Terminated participants with lump sum values in excess of
$10,000 remain vested terminated participants of the Company's pension
plan.

Actuarially computed net pension expense includes the following
components:

1999 1998 1997
Service cost-benefits earned
during the period $ --- $185,000 $517,000
Interest cost on projected
benefit obligation 595,000 573,000 551,000
Expected return on plan assets (617,000) (614,000) (631,000)
Amortization of prior service cost --- (3,000) (8,000)
Recognized net actuarial loss (gain) 16,000 (20,000) (33,000)
Effect of curtailment gain --- 869,000) ---

Net pension expense $ (6,000) $(748,000) $396,000

The following table sets forth the plan's funded status and amounts
recognized in the consolidated balance sheets at December 31, 1999 and
1998:

1999 1998
Change in projected benefit obligation:
Projected benefit obligation at
beginning of year $10,519,000 $ 8,760,000
Service cost --- 185,000
Interest cost 595,000 573,000
Benefit payments (856,000) (286,000)
Actuarial (gain) loss (980,000) 3,651,000
Projected benefit obligation
before special events 9,278,000 12,883,000
Curtailments --- (2,364,000)
Projected benefit obligation
at end of year 9,278,000 10,519,000

Change in fair value of plan assets:
Fair value of plan assets
at beginning of year 10,871,000 8,759,000
Employer contributions --- 775,000
Benefit payments (856,000) (428,000)
Actual return on assets 658,000 1,765,000
Fair value of plan assets at end of year 10,673,000 10,871,000

Funded status 1,395,000 352,000
Unrecognized net actuarial loss (gain) (708,000) 330,000
Prepaid benefit cost $ 687,000 $ 682,000

Assumptions used were:
1999 1998

Weighted average discount rates 6.15% 5.75%
Rates of increase in future compensation levels N/A N/A
Expected long-term rate of return on assets 5.75% 6.70%

A substantial number of the hourly employees of the Company's
subsidiaries are covered by union-sponsored, collectively bargained,
multiemployer pension plans. The Company contributed approximately
$7,081,000 in 1999, $5,736,900 in 1998, and $5,297,000 in 1997 to such
plans. Information is not available from the plans' administrators to
permit the Company to determine its share of the unfunded vested benefits
of these plans.

Postretirement Benefits Other Than Pensions:

In addition to providing pension benefits, the Company and its
subsidiaries provide certain health care benefits under company-sponsored
plans for the majority of retired salaried employees. Active salaried
employees who were at least age 55 and had 10 years of consecutive
service at January 1, 1990 are eligible for these benefits upon
retirement. Also, active salaried employees of the Company whose age
plus years of service equaled at least 55 at January 1, 1990 are eligible
for these benefits upon retirement when they attain age 62 as long as
such employees have either 20 years of service or their age plus years of
service equals 90 upon retirement. Cash payments of up to $60.00 per
month are given to retirees over age 65 to purchase supplemental Medicare
coverage. Eligible retirees under age 65 are fully covered by the
Company's insurance plan. The number of retirees under age 65 currently
participating in the plan is not significant.

The expected cost of these benefits is charged to expense during the
years that the employees render service. The transition obligation is
being amortized over 20 years.

Actuarially computed net periodic postretirement benefit cost included
the following components:

1999 1998 1997

Service cost-benefits earned
during the period $ 4,000 $ 5,000 $ 6,000
Interest cost on accumulated
postretirement benefit obligation 51,000 61,000 68,000
Amortization of transition obligation 48,000 48,000 48,000
Recognized net actuarial gain (32,000) (26,000) (30,000)

Net periodic postretirement
benefit cost $ 71,000 $ 88,000 $ 92,000

The following table sets forth the plan's funded status and amounts
recognized in the consolidated balance sheet at December 31, 1999 and
1998:

1999 1998
Change in projected benefit obligation:
Projected benefit obligation at beginning of year $ 883,000 $ 927,000
Service cost 4,000 5,000
Interest cost 51,000 61,000
Benefit payments (100,000) (100,000)
Actuarial gain (87,000) (10,000)
Projected benefit obligation at end of year 751,000 883,000

Change in fair value of plan assets:
Fair value of plan assets at beginning of year --- ---
Employer contributions 100,000 100,000
Benefit payments (100,000) (100,000)
Fair value of plan assets at end of year --- ---

Funded status (751,000) (883,000)
Unrecognized transition obligation 625,000 673,000
Unrecognized net actuarial gain (327,000) (272,000)
Accrued benefit cost $ (453,000) $(482,000)

For measurement purposes, a 13% annual rate of increase in the per capita
cost of covered health care benefits was assumed for calendar 1997; the
rate was assumed to decrease to 10% for the years 1998 through 2000,
decrease again to 7% in 2001 and remain level thereafter. Due to the
provisions of the plan, increasing the assumed health care cost trend
rates by one percentage point in each year would not have a significant
impact on the accumulated postretirement benefit obligation or the
aggregate of the service and interest cost components of net periodic
postretirement benefit cost for 1999.

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.75% and 6.75% at December 31,
1999 and 1998, respectively.

Other:

The Company and its subsidiaries have incentive compensation plans
covering substantially all of their officers and key employees.
Incentive compensation for 1999 and 1998 was primarily based on after-tax
earnings in excess of the cost of capital. For 1997, the Company and
each of its subsidiaries used a separate measurement basis to determine
incentive compensation. Rate of return on assets, earnings before
interest and taxes and after-tax earnings in excess of the cost of
capital each served as the basis in one of the various incentive plans.
Total incentive compensation expense was $2,201,000 for 1999, $3,831,000
for 1998, and $2,337,000 for 1997.

The Company and its contracting subsidiaries also maintain a defined
contribution savings incentive 401(k) plan covering substantially all U.
S. salaried employees. During 1999, the Company's hourly non-union
employees became eligible to participate in the savings incentive plan.
Effective June 1, 1998, the Company's distribution subsidiary created a
separate 401(k) plan for its salaried employees. Contributions to the
savings incentive plan are based on specified percentages of employee
contributions to the plan. Expense for these plans was $634,000 in 1999,
$835,000 in 1998, and $616,000 in 1997.

Prior to May 1, 1998, the Company also maintained an employee stock
ownership (ESOP) plan. On this date, however, the Board adopted a
resolution which merged the ESOP plan into the 401(k) plan. The
resolution stipulates that (a) no future contributions be made to the
ESOP, (b) prior ESOP balances become 100 percent vested and (c) account
balances be held as a component of the 401(k) plan but no longer be
designed to invest primarily in Company securities.

Contributions to the ESOP plan were discretionary and the Company
recorded no expense for the plan in 1998 and 1997.

10. STOCK OPTION PLANS:

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.

Prior to January 2, 1998, the Company maintained two non-qualified stock
option plans (the Former Plans) which provided for the issuance to key
employees and outside directors of up to 80,000 options to purchase
shares of the Company's common stock. Generally, options outstanding
under the Company's Former Plans: (i) were granted at prices which
equated to the fair market value of the stock on the date of grant, (ii)
vested over periods of one to three years, and (iii) expired ten years
subsequent to date of grant.

On January 2, 1998 the Former Plan applicable to outside directors
terminated under the provisions specifying that options be granted
January 1 of each year for a five-year period beginning January 1, 1994.

Following is a summary of the status of the number of stock options as of
December 31, 1999, 1998 and 1997, and the activity during the year ended
on those dates, along with the range of exercise prices for options
outstanding at year end:

1999 1998 1997
Wgtd. Wgtd. Wgtd.
Avg. Avg. Avg.
Exer. Exer. Exer.
Share Price Shares Price Shares Price

Options Outstanding at
Beginning of Year --- $ --- 51,850 $23.48 49,350 $23.83
Options Granted 21,250 35.96 4,000 27.50 8,600 21.88
Options Exercised --- --- (55,850) 23.77 --- ---
Options Expired
or Canceled --- --- --- --- (6,100) 24.02
Options Outstanding at
End of Year 21,250 --- --- --- 51,850 $23.48

Range of Exercise Prices
of Options Outstanding $ 35.96 $16.125-
$31.00

Options Exercisable End
of Year 4,250 None 41,350

Options Available
for Future Grant 3,750 23,150 27,150
Weighted Average Fair
Value of Options
Granted During
the Year $16.69 $ 2.63 $ 3.79

During 1996, the Company adopted Statement of Financial Accounting
Standard (SAS) No. 123, "Accounting for Stock-Based Compensation." As
provided for in the statement, the Company elected to continue the
intrinsic value method of expense recognition.

Had compensation cost for the stock option plans been determined using
the fair value method prescribed by SAS 123, the Company's net income
applicable to common stock and net income per common share would
approximate the proforma amounts below:

1999 1998 1997

Net Income Applicable to Common Stock
As reported $1,664,000 $3,232,000 $1,553,000
Proforma $1,446,000 $3,226,000 $1,534,000

Net Income Per Common Share
As reported - Basic $ 3.85 $ 7.75 $ 4.05
As reported - Diluted $ 3.85 $ 7.70 $ 4.00
Proforma - Basic $ 3.35 $ 7.73 $ 4.00
Proforma - Diluted $ 3.35 $ 7.69 $ 3.95

The proforma effect of applying SAS 123 in this disclosure for 1999, 1998
and 1997 is not necessarily representative of the proforma amounts for
future years.

The following tables summarize certain information about stock options
outstanding at December 31, 1999, 1998 and 1997:

- - - Options Outstanding - - - - Options Exercisable
Number Wgtd. Avg. Wgtd. Avg. Number Wgtd. Avg.
Outst. Remain. Life Exer. Price Exer. Exer. Pr.
At Dec. 31, 1999 21,250 9.0 $35.96 4,250 $35.96

At Dec. 31, 1998 None

At Dec. 31, 1997
$16 to $23 31,750 7.4 $18.72 21,250 $17.13
$24 to $31 20,100 3.7 $31.00 20,100 $31.00
$16 to $31 51,850 6.0 $23.48 41,350 $23.87

The fair value of each option granted during 1999, 1998 and 1997 is
estimated on the date of grant using the Black-Scholes option-pricing
model with the following assumptions: (i) expected volatility of 23.6%
for options granted in 1999, 17.0% for options granted in 1998 and 17.0%
and 23.0% for options granted in 1997, (ii) risk-free interest rates of
4.7% for options granted in 1999, 5.5% for options granted in 1998 and
5.6% and 6.1% for options granted in 1997, (iii) expected lives of 10
years for options granted in 1999 and one to three years for options
granted in 1998 and 1997 and (iv) no dividend yield.

During 1998, employees and directors of the Company exercised a total of
37,850 stock options granted in the years 1990 through 1995. On February
26, 1998, the Company's Board of Directors passed a resolution that all
employee stock options granted in 1996 and 1997 and director options
granted in 1998 became fully vested immediately. Subsequent to the
Board's action, employees and directors of the Company exercised an
additional 18,000 stock options which had been granted in 1996, 1997 and
1998. The Company received a note in lieu of cash for approximately 25%
of the options exercised during 1998. The table below sets forth the
year of grant for those options exercised during 1998:

Year Granted Number Exercised

1990 through 1994 34,850
1995 3,000
1996 6,200
1997 7,800
1998 4,000

11. INCOME PER COMMON SHARE:

In 1997, the Company adopted Statement of Financial Accounting Standards
(SAS) No. 128 "Earnings Per Share." SAS No. 128 requires dual
presentation of basic and diluted earnings per share on the face of the
income statement for all entities with complex capital structures. The
Company's basic income per share is calculated as income available to
common shareholders divided by the weighted average number of shares
outstanding. For diluted income per share, income available to common
shareholders is divided by the weighted average number of shares
outstanding plus the incremental number of shares added as a result of
converting common stock equivalents, as calculated using the treasury
stock method. The Company's common stock equivalents consist solely of
outstanding stock options.

Average Per-Share
Income Shares Amount

FOR THE YEAR ENDED 1999
Income per Common Share - Basic
Income available to
common shareholders $1,664,000 431,871 $ 3.85
Options issued to Employees
and Directors (Note 10) --- ---
Income per Common Share - Diluted
Income available to
common shareholders $1,664,000 431,871 $ 3.85

FOR THE YEAR ENDED 1998

Income per Common Share - Basic
Income before
extraordinary items $3,563,000 417,163 $ 8.54
available to common
shareholders
Extraordinary items (331,000) (0.79)
Income available to common
shareholders $3,232,000 $ 7.75
Options issued to Directors
(Note 10) 2,467
Income per Common Share - Diluted
Income before extraordinary items
available to common
shareholders $3,563,000 419,630 $ 8.49
Extraordinary items (331,000) (0.79)
Income available to common
shareholders $3,232,000 $ 7.70

FOR THE YEAR ENDED 1997

Income per Common Share - Basic
Income available to common
shareholders $1,553,000 383,859 $ 4.05
Options issued to Employees
and Directors (Note 10) --- 4,683
Income per Common Share - Diluted
Income available to common
shareholders $1,553,000 388,542 $ 4.00

Options to purchase approximately 21,250 shares of common stock at $35.96
per share and 20,100 shares of common stock at $31 per share were
outstanding during 1999 and 1997, respectively, but were not included in
the computation of diluted EPS because the options' exercise price was
greater than the average market price of the common shares.

12. BORROWINGS:

Bank Borrowings:

At December 31, 1999, the Company had unsecured credit facilities with
several banks totaling $22,500,000. These facilities provide for
borrowings under lines of credit and letters of credit. These borrowings
were repaid in January of 1999 and there were no additional borrowings
during the year. At December 31, 1999, there were no outstanding
borrowings under the secured lines of credit. There was availability
under these unsecured credit facilities for additional borrowings of
$15,974,000 at December 31, 1999. These unsecured credit facilities are
renegotiated annually and bear interest at not more than the prime rate.
(The weighted average interest rate was 6.7% at December 31, 1998.) In
addition, the Company is required to maintain certain financial ratios,
as defined in the respective agreements. The Company maintains deposits
at several banks, which serve various corporate purposes including the
support of its lines of credit available or in use.

Long-Term Debt:

There was no long-term debt outstanding at December 31, 1999 and 1998.

As a result of the spin-off of the Company's distribution subsidiary (see
Note 2), the Company was required to repay the 9% unsecured senior notes.
The Company incurred a prepayment penalty of $499,000. This amount,
along with the writeoff of the remaining deferred financing costs, is
reflected as an extraordinary loss on extinguishment of debt in the
Company's consolidated statement of income for the year ended December
31, 1998.

13. LEASE COMMITMENTS:

The Company leases warehouses, sales offices and computer equipment under
noncancelable lease agreements. Rental expense for all operating leases
was $1,717,000 in 1999, $7,082,000 in 1998, and $5,877,000 in 1997. As
of December 31, 1999, the future minimum rental commitments under
noncancelable leases that have terms in excess of one year are as
follows:

2000 $ 641,000
2001 269,000
2002 135,000
2003 20,000
Subsequent years ---
Total minimum rental obligations $1,065,000

14. REDEEMABLE PREFERRED STOCK:

During 1992, the Company offered to exchange one share of preferred stock
with a par value of $1 per share 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 in December 1992
in accordance with the Offer.

Dividends on the preferred stock accrue at an annual rate of $2.80 per
share. Such dividends are cumulative and payable quarterly in arrears
commencing January 1, 1993. At December 31, 1999 and 1998, the Company
had accrued $171,000 and $137,000, respectively, for such dividends. In
the foreseeable future, the Company does not expect to pay cash dividends
on the outstanding common shares at December 31, 1999. The preferred
stock is nonvoting except in certain circumstances.

On or after February 1, 1998, the Company may, at its option, redeem the
preferred stock, in whole or in part, initially at $31.50 per share and
declining to $30 per share on and after February 1, 2003, plus accrued
and unpaid dividends. Prior to February 1, 2013, the Company will not
have the right to redeem shares of preferred stock which have been
continuously owned beneficially by the holder thereof since the issuance
of the preferred stock in connection with the Offer, if such holder
elects to prohibit such redemption.

On December 1, 1998, and on each December 1 thereafter through and
including December 1, 2012, the Company will be obligated to redeem
shares of the preferred stock that any holders thereof have requested the
Company to redeem at $30 per share, plus accrued and unpaid dividends,
subject to an annual limitation on the number of shares that the Company
will be obligated to redeem.

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 and the
redemption of an additional 684 shares was recorded in the quarter ended
September 30, 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.

The preferred stock has a liquidation value of $30 per share, plus
accrued and unpaid dividends thereon. The payment of dividends on, and
the redemption of, the preferred stock may be restricted by the terms of
Company loan agreements or by the terms of future financing arrangements.

15. ACCRUED LIABILITIES:

The components of accrued liabilities as of December 31, 1999 and 1998
are as follows:

1999 1998
Salaries and wages $ 2,928,000 $ 2,744,000
General, auto and other liability insurance 5,216,000 3,560,000
Other 2,754,000 4,036,000
$10,898,000 $10,340,000

16. NON-CURRENT LIABILITIES:

The components of non-current liabilities as of December 31, 1999 and
1998 are as follows:

1999 1998
Workers compensation and
other insurance $6,966,000 $8,735,000
Retirement benefits 405,000 511,000
$7,371,000 $9,246,000

17. SEGMENT REPORTING:

The Company adopted SAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information", during the fourth quarter of 1998.
SAS No. 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 chief operating decision-making
group is the Management Council which, prior to the spin-off of its
distribution subsidiary (see Note 2), consisted of the Company's
president (Chief Executive Officer), two senior vice presidents (General
Counsel/Secretary and Finance/Administration) and the presidents of each
of the Company's operating subsidiaries. After the spin-off, a senior
vice president of the contracting group replaced the President of the
Company's former distribution subsidiary as a member of the Management
Council.

Prior to the spin-off of SPI, the Company consisted of two distinct
strategic business units: a specialty contracting group and a
distribution/fabrication group. Subsequent to the December 31, 1998
spin-off, the Company's only business unit is the specialty contracting
group.

The Company's reportable operating segments for the year ended December
31, 1998 include Distribution, Contracting and Other. The Distribution
segment consists of SPI, which is primarily a distributor and fabricator
of mechanical insulation, architectural/acoustical products and specialty
products. The Contracting segment includes wholly owned subsidiaries,
which primarily engage in mechanical insulation, abatement, fire
protection and interior finish contracting. The Other segment consists
of the parent company which provides various administrative and
management services to the Distribution and Contracting segments and a
Delaware investment company. As a result of the spin-off of the
Distribution unit on December 31, 1998, the Company no longer has
reportable segments

The accounting policies of the operating segments are consistent with
those described in the summary of significant accounting policies except
that the separate financial results for the operating segments have been
prepared using a management approach, which is consistent with the basis
and manner in which management internally allocates costs associated with
the Company's central administration and support. Central administrative
costs are allocated for the purpose of assisting in making internal
operating decisions. The Company evaluates performance based on net
income of the operating segments and generally accounts for intersegment
sales as if the sales were made to third parties at current market
prices.

(in thousands) Distr. Contrg. Other Elimin. Total

1998
Net revenues from
external customers $182,924 $132,195 $ --- $ --- $315,119
Intersegment net revenues 6,477 --- --- (6,477) ---
Total net revenues $189,401 $132,195 $ --- $ (6,477) $315,119

Depreciation and
amortization 1,010 354 160 --- 1,524
Interest and dividend
income 81 27 1,805 (1,774)(b) 139
Interest expense 2,349 764 1,108 (1,774)(b) 2,447
Income tax expense 2,238 1,123 430 --- 3,791
Net income 3,103 378 730 --- 4,211
Segment assets --- (a) 43,252 35,351 (20,732)(c)57,871
Capital expenditures 692 229 43 --- 964

1997
Net revenues from
external customers $149,042 $129,108 $ --- $ --- $278,150
Intersegment
net revenues 9,312 --- --- 9,312) ---
Total net revenues $158,354 $129,108 $ --- $ (9,312) $ 78,150

Depreciation and
amortization 640 421 175 --- 1,236
Interest and dividend
income 4 6 1,942 (1,934)(b) 18
Interest expense 1,943 1,058 893 (1,934)(b)
1,960
Income tax expense
(credit) 1,918 (643) 690 --- 1,965
Net income (loss) 2,759 (1,474) 1,248 --- 2,533
Segment assets 48,760 47,819 22,963 (30,997)(c)
88,545
Capital expenditures 559 422 198 --- 1,179

(a) The Company's consolidated balance sheet at December 31, 1998 does
not include the Distribution segment as a result of the spin-off of
SPI at December 31, 1998. SPI's total assets at December 31, 1998
were $66.3 million.

(b) The Distribution and Contracting segments, in addition to the parent
company, have indebtedness with IFC in the form of long-term
unsecured notes. SPI's note was repaid December 31, 1998 as a
condition of the spin-off discussed in Note 2. The parent company
also provides a borrowing facility for the Distribution and
Contracting segments, which receive credit for cash deposited
or charges for working capital needed. Based upon activity within
the intercompany account, the Distribution and Contracting segments
are charged interest expense.

<TABLE>
IREX CORPORATION

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended December 31, 1999

Balance at Additions Deductions Balance
Beginning Charged to from Spin-off at End
of Period Income Reserve of Subsidiary of Period

<S> <C> <C> <C> <C> <C>
DEDUCTED FROM BALANCE SHEET
CAPTION TO WHICH IT APPLIES:
Reserve for Doubtful Accounts -

Year Ended December 31, 1997 $ 1,590,000 $ 83,000 $ (864,000) --- $ 809,000
Year Ended December 31, 1998 $ 809,000 $1,254,000 $ (821,000) $ (843,000) $ 399,000
Year Ended December 31, 1999 $ 399,000 $ 197,000 $ (199,000) --- $ 397,000

</TABLE>

Item 9. Disagreements on Accounting and Financial Disclosure

Not Applicable

PART III

Item 10. Directors and Executive Officers

(a) Identification of Directors

Positions and Offices Held Period Held
Name (Age) and Other Directorships From To

Carlton E. Hughes (68) Director, Irex Corporation 1980 2000
Chairman, Stewart-Amos Steel, Inc.
(steel fabricator)

Joanne M. Judge (47) Director, Irex Corporation 1993 2002
(1) Partner, Stevens & Lee 1999 Present
Attorney, Stevens & Lee 1996 1999
President and Chief 1987 1993
Executive Officer,
Community Hospital of Lancaster

David C. Kleinman (64) Director, Irex Corporation 1984 2002
Adjunct Professor of Strategic
Management 1971 Present
University of Chicago
Graduate School of Business
Management Consultant 1971 Present
Trustee (Director), 1972 Present
Acorn Funds (Diversified
Common Stock Mutual Funds)
Director, Plymouth Tube Co. 1993 Present
Director, Wisconsin Paper 1994 Present
and Products Co.
Director, Sonic Foundry, Inc. 1997 Present
Director, FirstCom Corporation 1997 Present
Director, Organics Management Co. 1997 Present

Member, Advisory Board,
DSC Logistics 1999 Present

Michael J. Lardner (56) Director, Irex Corporation 1989 2001
(1) Chairman, Wide World of Golf 1996 Present
President and Chief
Operating Officer 1993 1996
High Construction, Inc.
(general contractor)
President, Chief Operating
Officer, 1989 1992
Director, Horst Group

W. Kirk Liddell (50) Director, Irex Corporation 1980 2000
President and CEO, Irex
Corporation
Director, High Industries, Inc.
(steel, real estate and other
service company)
Director, Specialty Products
& Insulation Co.
(distributor and fabricator
of mechanical insulation and
architectural products)

John O. Shirk (56) Director, Irex Corporation 1987 2000
Partner, Barley, Snyder, Senft
and Cohen (law firm)
Director, Fulton Financial
Corporation
(bank holding company)
Director, Educators Mutual Life
Insurance Company
Director, The Horst Group
Director, Specialty Products
& Insulation Co.
(distributor and fabricator
of mechanical insulation and
architectural products)

N. Thompson Washburn (70)Director, Irex Corporation 1980 2001
(1) Petroleum Marketing Consultant
Administrative Consultant, 1990 1999
Getty Realty Corporation

Thomas W. Wolf (51) Director, Irex Corporation 1999 2000
President, The Wolf
Organization, Inc.
Chairman, York Financial
Director, Manis Lumber Company
Director, R.G. Industries
Director, Bon Ton Stores, Inc.

(1) - Member of the Finance and Audit Committee

Note: Unless otherwise indicated, principal occupations
listed were the same for the past five years.

(b) Identification of Executive Officers

Positions and Offices Held
Name (Age) During Past Five Years

W. Kirk Liddell (50) President and Chief Executive Officer

James E. Hipolit (49) Senior Vice President, General Counsel
and Secretary since April 1997
Vice President, General Counsel
and Secretary from 1996 to April 1997
Vice President and General Counsel
from 1986 to 1996

Jane E. Pinkerton (60) Senior Vice President Finance and
Administration since April 1997
Vice President, Finance and Administration
from 1996 to April 1997
Vice President, Administrative Services
and Secretary from 1992 to 1996;
Vice President and Director of Personnel
from 1988 to 1992

(d) Not Applicable.

(e) Business Experience. A brief account of the business experience
during the past five years of each director or executive officer and
the other directorships of registered companies held by each director
has been provided above.

(f) Involvement in Certain Legal Proceedings. None

(g) Not Applicable.

Item 11. Executive Compensation:

Summary Compensation Table:

The following table sets forth information required concerning cash and
noncash compensation of the Chief Executive Officer and the four other
most highly compensated executive officers for each of the last three
fiscal years.

Long-Term All Other
Name and Principal Annual Compensation Comp. Comp.
Positions Year Salary($) Bonus($) Options(#) ($)
(1) (2)

W. K. Liddell 1999 320,000 152,640 - 9,600
President and Chief 1998 300,000 225,000 - 8,800
Executive Officer 1997 296,000 58,608 500 8,116

J. E. Hipolit 1999 133,200 50,818 - 9,600
Senior Vice Pres., 1998 128,200 78,330 - 8,800
General Counsel 1997 124,400 31,548 200 8,011
and Secretary

J. E. Pinkerton 1999 125,700 44,224 - 9,600
Senior Vice Pres., 1998 120,700 74,040 - 8,800
Finance and Admin. 1997 116,200 29.468 200 7,831

D. F. Andrew (3) 1999 123,000 112,930 - 9,600
President, 1998 117,500 75,001 - 8,053
ACandS, Inc. 1997 108,500 7,387 200 6,316

Dennis R. Gray (4) 1999 111,200 19,527 - 9,600
Vice President, 1998 104,800 76,041 - 6,710
ACandS, Inc. 1997 - - 200 6,505

(1) Bonus amounts for the year represent bonuses accrued for the
calendar year listed but paid in the following calendar year.

(2) Includes amounts earned under the Company's Savings Incentive Plan.

Savings Incentive Plan: The Company offers a Savings Incentive Plan for
all salaried employees whereby they can elect to contribute up to 15% of
their salary and incentive compensation into accounts in their names
which are independently managed and invested. Effective January 1, 1999,
the Savings Incentive Plan was amended to allow participation by hourly
employees not subject to retirement benefits under a collective
bargaining agreement. Pursuant to amendments adopted by the Board of
Directors which became effective January 1, 1985, the employees'
contributions to the Plan were made in accordance with the provisions of
Section 401(k) of the Internal Revenue Code. (The Company match is 125%
of the first 3% of employee contributions and 75% of the next 3% of
employee contributions. One-fourth of the Company's match is subject to
the Company achieving a specific financial performance target.)

Employee Stock Ownership Plan: Prior to May 1, 1998, the Company also
maintained an employee stock ownership (ESOP) plan. On this date,
however, the Board adopted a resolution which merged the ESOP plan into
the 401(k) plan. The resolution stipulates that (a) no future
contributions be made to the ESOP, (b) prior ESOP balances become 100
percent vested and (c) account balances be held as a component of the
401(k) plan but no longer be designed to invest primarily in Company
securities. Effective May 1, 1998, this Plan was merged into the Savings
Incentive Plan.

On December 31, 1999, there were 600 employees of the Company and its
subsidiaries eligible to participate in the Savings Incentive Plan and a
total of 43,136 shares of common stock were held by such Plan.

(3) Mr. Andrew is included in his capacity as President of a major
wholly owned subsidiary of the Company.

(4) Mr. Gray is included in his capacity as Vice President of a major
wholly owned subsidiary of the Company.

Stock Option Plans:

On February 28, 1990, the Board of Directors of the Company adopted the
Irex Corporation Non-Qualified Stock Option Plan under which options to
purchase not more than 200,000 shares of the Company's common stock may
be granted over the next ten years to employees of the Company and its
subsidiaries. The number of shares available for options was reduced
during 1995 from 200,000 shares to 55,000 shares. The recipients of
options and the number of options granted to them are determined by the
Compensation and Benefits Committee of the Board of Directors. Unless
otherwise determined by the Compensation and Benefits Committee, no
option may be exercised before three years nor more than ten years after
the date of grant. On February 26, 1998, the Board of Directors
eliminated the three-year vesting requirement with respect to options
granted during 1996 and 1997.

On July 20, 1994, the Board of Directors amended the plan to provide that
Fair Market Value on the date of the grant shall be defined as (i) the
mean between the highest and lowest prices of actual sales of Shares on
the principal national securities exchange on which the Shares are listed
on such date, or, (ii) if there are no such sales on such date, the mean
between the closing bid and asked prices of the Shares on such exchange
on such date, or, (iii) if the Shares are not listed on any national
securities exchange, the mean between the closing high bid and low asked
prices of the Shares in over-the-counter trading as identified by the
National Quotation Bureau or other comparable source selected by the
Committee, or (iv) if the Committee determines that the mean is not an
accurate reflection of the market value of the Shares, the fair market
value as determined for purposes of the Company's Employee Stock
Ownership Plan, less a discount reflecting the lack of liquidity of
Shares in the open market, or, (v) if the Company's Employee Stock
Ownership Plan has terminated, or has failed to provide a current
valuation of the Shares for any other reason, the fair market value as
determined by a disinterested third party selected by the Committee and
qualified to perform an evaluation of the Shares. Prior to this
amendment, the option price was established at the fair market value as
determined for purposes of the Company's Employee Stock Ownership Plan,
less a discount reflecting the lack of liquidity of shares in the open
market.

No options were granted under the terms of the Plan during 1999.

Retirement Income Plan Table:

The Company's Retirement Income Plan which became effective September 1,
1984, covers all salaried employees. All costs are paid by the Company,
and the amount of retirement income is determined by the career average
rate of compensation and length of credited service at retirement.
Effective January 1, 1989, the Plan provides for an annual benefit based
on 1% of annual compensation up to the Social Security covered
compensation level and 1.5% of compensation over that level.

The Retirement Income Plan in effect prior to the adoption of this Plan
provided for benefits based on the final five years average compensation
and length of service at retirement. Assets of the former Plan
sufficient to fund all accrued benefits under that Plan for participants
were used to purchase annuities for the participants or transferred to
the participants' accounts in the Savings Incentive Plan.

Effective May 1, 1998, the Retirement Income Plan was suspended, thereby
freezing the accrued benefits of all plan participants and discontinuing
future benefit accruals.

The following table sets forth required Pension Plan information for the
Chief Executive Officer and the four other most highly compensated
executive officers.

Estimated Annual
Name of Individual Amounts Transferred Benefits Upon
or Number of from Retirement Under
Persons in Group Former Plan New Plan

W. Kirk Liddell $ 3,025 $39,120
James E. Hipolit 1,176 21,360
Jane E. Pinkerton 7,500 14,568
David F. Andrew 9,695 20,028
Dennis R. Gray - 13,584

Compensation of Directors:

All Directors who are not officers of the Company receive an annual fee
of $9,500 and $750 per board meeting attended. The Board of Directors
has one committee, Finance and Audit, and outside directors on that
committee receive $750 per committee meeting attended. Directors who are
officers of the Company or its subsidiaries receive no additional
compensation for attendance at meetings of the board or board committees.
The Chairman of the Board of the Company receives an additional annual
fee of $20,500, of which $3,000 shall be paid in Irex common stock. In
addition to the compensation outlined above, each Director who was not an
officer of the company received 50 shares of Irex Common Stock as
compensation for a special strategic planning meeting held during 1999.

On April 28, 1994, the shareholders approved a Non-Qualified Stock Option
Plan for Outside Directors of the Company. This plan terminated on
January 2, 1998.

On April 29, 1999, the shareholders approved a new Non-Qualified Stock
Option Plan for Outside Directors. This new plan provides for the grant
of 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, the Company's book value as of that date. 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 positions and offset by a reduction in their predecessors'
vested shares. These later options would be granted at no less than the
original strike price of $35.96 or such higher strike price as may be
determined by the Board. Each option expires ten years from its date of
grant, or five years from the date an optionee ceases to be a member of
the Board. A total of not more than 25,000 shares of the Company's
common stock may be issued under this new plan.

Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners

Following is a list of the persons known by the Company to be the
beneficial owners of more than five percent of the Company's Common
Stock, as of March 15, 2000.

Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class

W. Kirk Liddell 24,832 Shares (1) 5.78%
175 River Hill Road
Conestoga, PA 17516

Irex Employees Savings
Incentive Plan 43,136 shares (2) 10.03%
120 North Lime Street
Lancaster, PA 17603

Lynn Liddell 24,968 shares 5.81%
740 Curtiswood Drive
Key Biscayne, FL 33149

James E. Hipolit 43,634 shares (3) 10.15%
373 N. Farm Drive
Lancaster, PA 17543

Specialty Products
& Insulation Co. 21,571 shares 5.02%
Savings Incentive Plan
1097 Commercial Ave.
East Petersburg, PA 17520

(1) Does not include 14,217 shares in wife's name and 39,124 shares
beneficially owned by dependent children held by Mr. Hipolit as
Custodian. Includes 1,546 shares in the Irex Corporation Employees'
Savings Incentive Plan. Mr. Liddell disclaims beneficial ownership
of the shares in his wife's name, and the shares held by Mr. Hipolit as
Custodian.

(2) Shares held under the Irex Corporation Employees' Savings Incentive
Plan Trust for which Vanguard Fiduciary Trust Company, David F.
Andrew, W. Kirk Liddell, and Jane E. Pinkerton act as co-trustees.
See Footnote 7 on page 48 for information concerning the beneficial
ownership of such shares.

(3) Includes 3,500 shares to which Mr. Hipolit shares voting and
investment power and 1,010 shares in the Irex Corporation Employees'
Savings Incentive Plan. Also includes 39,124 shares held by Mr.
Hipolit as Custodian for the minor children of W. K. Liddell under
the Pennsylvania Uniform Transfer to Minors Act. Mr. Hipolit
disclaims beneficial ownership of the shares he holds as custodian.

(b) Security Ownership of Management

The amounts of the Company's Common and Preferred Stock held directly or
indirectly by the directors, and by the directors and executive officers
as a group, are shown below as of March 15, 2000. Unless otherwise
described in the footnotes following the listing, in each case the
beneficial ownership represents the sole voting and investment power.

Amount Held Percent of Class
Common Preferred Common Preferred

David Andrew 46,502(1)(5)(7) - 10.82 -
Dennis Gray 2,055(1) .48 -
James Hipolit 43,634(1)(4) - 10.15 -
Carlton Hughes 4,451 1.04 -
Joanne Judge 4,574 - 1.06 -
David Kleinman 2,826 - .66 -
Michael Lardner 2,759 - .64 -
W. Kirk Liddell 67,968(2)(7) - 15.81 -
Jane Pinkerton 45,509(1)(7) - 10.58 -
John Shirk 4,737(6) - 1.10 -
N. Thompson Washburn 3,670(3) - .85 -

(1) Includes allocated shares in the Irex Corporation Savings Incentive
Plan as follows, respectively: Mr. Hipolit, 1,010; Ms. Pinkerton, 715;
Mr. Andrew, 916; and Mr. Gray, 705.

(2) Does not include 14,217 shares in spouse's name and 39,124 shares
beneficially owned by dependent children and held by Mr. J. E. Hipolit as
Custodian. Mr. Liddell disclaims beneficial ownership of the shares in
his wife's name, and the shares held by Mr. Hipolit as custodian.
Includes 1,546 shares in the Irex Corporation Employees' Savings
Incentive Plan.

(3) Includes 2,500 shares beneficially owned by spouse and 200 shares
to which Mr. Washburn shares voting and investment power.

(4) Includes 3,500 shares to which Mr. Hipolit shares voting and
investment power. Also includes 39,124 shares held by Mr. Hipolit as
Custodian for the minor children of W. K. Liddell under the Pennsylvania
Uniform Transfer to Minors Act. Mr. Hipolit disclaims beneficial
ownership of the shares he holds as custodian.

(5) Includes 2,450 shares to which Mr. Andrew shares voting and
investment power.

(6) Includes 100 shares beneficially owned by a dependent child, 550
shares beneficially owned by spouse, and 2,500 shares to which Mr. Shirk
shares voting and investment power.

(7) Includes 43,136 shares allocated to participant accounts under the
Irex Corporation Employees' Savings Incentive Plan Trust. Mr. Andrew,
Mr. Liddell and Ms. Pinkerton, along with Vanguard Fiduciary Trust
Company, are co-trustees of the Plan. Because the individual co-trustees
hold sole voting power with respect to the shares, Mr. Andrew, Mr.
Liddell and Ms. Pinkerton may be deemed beneficial owners of the shares.

None

Item 13. Certain Relationships and Related Transactions:

(a) Transactions with Management and Others

None

(b) Certain Business Relationships

Mr. Shirk is a partner in the law firm of Barley, Snyder, Senft
& Cohen. During 1998, Barley, Snyder, Senft & Cohen provided
services to the Company's Specialty Products & Insulation Co.
subsidiary concerning its separation from the Company and other
matters.

On April 1, 1998, the Company entered into an agreement with David F.
Andrew, President of ACandS, Inc., to loan Mr. Andrew $61,639 for the
purpose of exercising vested stock options. The rate of interest on
the loan is 8% per annum.

(d) Transactions with Promoters

None

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) Documents filed as part of this report

1. See Item 8

2. See Item 8

3. Exhibits required to be filed by Item 601 of Regulation S-K
(Exhibit numbers correspond to those in the Exhibit Table, Item 601,
Regulation S-K)

(3) The Articles of Incorporation of the Company filed as an
exhibit to the Company's 1982 Annual Report on Form 10-K are
hereby incorporated by reference. An amendment to the Articles
of Incorporation, changing the Company's name, filed as an
exhibit to the Company's 1983 Annual Report on Form 10-K is
hereby incorporated by reference. An amendment to the Articles
of Incorporation, which includes the authorization of Preferred
Stock, cumulative voting, term and number of directors and
limits to the number of employees on the Board of Directors,
filed as an exhibit to the Company's 1992 Annual Report on
Form 10-K is hereby incorporated by reference.

(4) The Form of Stock Certificate filed as an exhibit to the
Company's 1980 Annual Report on Form 10-K is hereby
incorporated by reference. A revised Form of Stock Certificate
reflecting the Company's name change filed as an exhibit to the
Company's 1983 Annual Report on Form 10-K is hereby
incorporated by reference.

(9) None

(10) None

(11) Not Applicable

(12) Not Applicable

(13) Annual Report To Shareholders - See Supplemental Information
below.

(16) Not Applicable

(18) Not Applicable

(19) Not Applicable

(22) A chart showing the subsidiaries of the registrant is filed
as an exhibit to this report.

(23) Not Applicable

(24) Not Applicable

(25) Not Applicable

(27) Not Applicable

(28) Not Applicable

(29) Not Applicable

(b) Reports on Form 8-K

The Company filed a report on Form 8-K on January 15, 1999 for
purposes of disclosing a significant disposition of assets on
on December 31, 1998.

(d) See Item 8

Supplemental Information

Copies of the Company's 1998 Annual Report to Security Holders, 1999
Proxy Statement, and 1999 Proxy are being furnished to the Commission for
its information under separate cover.

SUBSIDIARIES OF THE REGISTRANT

Irex Corporation
A Pennsylvania Corporation

ACandS, Inc.
A Delaware Corporation
Wholly Owned Subsidiary of Irex Corporation

ACandS Contracting Ltd.
Incorporated in Dominion of Canada
Wholly Owned Subsidiary of Irex Corporation

Centin, LLC
A Delaware Limited Liability Company
Wholly Owned Subsidiary of Irex Corporation

Irex Financial Corporation
A Delaware Corporation
Wholly Owned Subsidiary of Irex Corporation

Island Insulation Services, Inc.
A New York Corporation
Wholly Owned Subsidiary of Irex Corporation

Spacecon, LLC
A Delaware Limited Liability Company
Wholly Owned Subsidiary of Irex Corporation

California Spacecon, Inc.
A Delaware Corporation
Wholly Owned Subsidiary of Spacecon, LLC

ALL OF THE ABOVE CORPORATIONS ARE INCLUDED IN
THE CONSOLIDATED FINANCIAL STATEMENTS

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

By: /S/ J. E. Pinkerton 3/30/00
Senior Vice President, Finance and Administration
(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: /S/ W. K. Liddell 3/30/00
W. K. Liddell
President and Director
(Principal Executive Officer)

By: /S/ J. E. Pinkerton 3/30/00
Sr. Vice President, Finance and Admin.
(Principal Financial Officer)

By: /S/ B. C. Werner 3/30/00
Controller
(Principal Accounting Officer)

By: /S/ C. E. Hughes 3/30/00
Director

By: /S/ J. M. Judge 3/30/00
Director

By: /S/ M. J. Lardner 3/30/00
Director

By: /S/ J. O. Shirk 3/30/00
Director

By: /S/ N. T. Washburn 3/30/00
Director

By: /S/ T. W. Wolf 3/30/00
Director

<ARTICLE> 5

<S> <C>
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
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<RECEIVABLES> 30,901,000
<ALLOWANCES> 0
<INVENTORY> 459,000
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<PP&E> 1,003,000
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<TOTAL-ASSETS> 55,345,000
<CURRENT-LIABILITIES> 23,293,000
<BONDS> 0
7,341,000
7,341,000
<COMMON> 1,028,000
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<TOTAL-LIABILITY-AND-EQUITY> 55,345,000
<SALES> 136,279,000
<TOTAL-REVENUES> 136,279,000
<CGS> 108,440,000
<TOTAL-COSTS> 108,440,000
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