<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission file number 333-41837
CLYDE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0260879
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1423 Devonshire Drive
Salt Lake City, Utah 84108
(801) 582-2783
(Address of principal executive offices and telephone number)
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 [ ].
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. On August 10, 1998, there were
6,776,529 outstanding shares of the Registrant's Common Stock, no par value.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CLYDE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Dollars in Thousands)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(unaudited) (audited)
------------- -------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 18,022 $ 14
Accounts receivable 32,225 --
Inventories 10,558 --
Costs and estimated earnings in excess of billings on
uncompleted contracts 975 --
Other current assets 1,215 9
------------- -------------
Total current assets 62,995 23
PROPERTY, PLANT AND EQUIPMENT, AT COST 141,801 --
Less accumulated depreciation and depletion 71,275 --
------------- -------------
70,526 --
Land 823 --
------------- -------------
71,349 --
OTHER ASSETS
Deferred tax asset 66 --
Investment in affiliates -- 27,432
Intangible assets 21,171 --
Other assets 2,861 338
------------- -------------
Total other assets 24,088 27,770
------------- -------------
$ 158,432 $ 27,793
============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 3
CLYDE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1998 and December 31, 1997
(Dollars in Thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(unaudited) (audited)
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 7,732 $ 338
Current maturities of long-term obligations 763 --
Accrued liabilities 4,745 --
Billings in excess of costs and estimated earnings on
uncompleted contracts 138 --
------------- -------------
Total current liabilities 13,378 338
LONG-TERM OBLIGATIONS, less current maturities 5,251 --
ACCRUED PENSION COSTS 602 --
DEFERRED INCOME TAXES 31,229 10,039
COMMITMENTS AND CONTINGENCIES -- --
SHAREHOLDERS' EQUITY
Common stock, no par value; Authorized 10,000,000
shares; outstanding 6,938,711 and 2,303,920 shares in 1998
and 1997, respectively 90,901 706
Retained earnings 17,071 16,710
------------- -------------
Total shareholders' equity 107,972 17,416
------------- -------------
Total liabilities and shareholders' equity $ 158,432 $ 27,793
============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
CLYDE COMPANIES, INC.
(formerly W.W. Clyde Investment Co.)
STATEMENTS OF EARNINGS
For the periods ended June 30, 1998 and 1997
(Dollars in Thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three Month For the Six Month
Period Ended Period Ended
June 30 June 30
(unaudited) (unaudited)
--------------------------------- ---------------------------------
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Dividend income from affiliates $ - $ - $ - $ 19
Equity in undistributed net earnings
of affiliates 996 1,181 535 659
Interest income -- -- -- --
------------- ------------- ------------- -------------
Earnings before income taxes 996 1,181 535 678
Income tax expense 324 384 174 220
============= ============= ============= =============
NET EARNINGS $ 672 $ 797 $ 361 $ 458
============= ============= ============= =============
Earnings per common share - basic $ .29 $ .35 $ .16 $ .20
============= ============= ============= =============
Weighted-average shares outstanding 2,303,920 2,303,920 2,303,920 2,303,920
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
CLYDE COMPANIES, INC. AND SUBSIDIARIES
(formerly W.W. Clyde Investment Co.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30,
(Dollars in Thousands)
<TABLE>
<CAPTION>
1998 1997
(unaudited) (unaudited)
------------- -------------
<S> <C> <C>
Increase in cash and cash equivalents
Cash flows from operating activities
Net earnings $ 361 $ 457
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Equity in net earnings of affiliates (535) (659)
Deferred income taxes 174 220
Changes in assets and liabilities
Prepaid expenses (14) (2)
Other assets (210) --
Accounts payable and accrued expenses -- (5)
Due to related party 210 2
------------- -------------
Total adjustments (375) (444)
------------- -------------
Net cash provided by (used in)
operating activities (14) 13
Cash flows from investing activities
Cash acquired in merger 18,022 --
------------- -------------
Net cash provided by investing
activities 18,022 --
Cash and cash equivalents at beginning of year 14 27
------------- -------------
Cash and cash equivalents at end of year $ 18,022 $ 40
============= =============
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ - $ -
Income taxes $ 14 $ 34
</TABLE>
Non-cash investing activities
As explained in the notes to these financial statements, a merger was
consummated on June 30, 1998 wherein the following was recorded:
<TABLE>
<S> <C>
Assets acquired 129,894
Liabilities assumed 39,699
Common stock issued 90,195
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
The results of operations for Clyde Companies, Inc. depend on the operating
results of its two largest subsidiaries, W.W. Clyde & Co. and Geneva Rock
Products, Inc., and to a lesser extent, on Utah Service, Inc. and Beehive
Insurance Agency, Inc.. Summary unaudited financial information for W.W. Clyde &
Co. and Geneva Rock Products, Inc. is set forth below.
SUMMARY FINANCIAL INFORMATION
W.W. CLYDE & CO.
(Dollars in thousands)
<TABLE>
<CAPTION>
Statement of Earnings Data: FOR THE THREE MONTHS ENDED JUNE 30,
-----------------------------------
1998 1997
-----------------------------------
<S> <C> <C>
Construction revenue $ 4,915 $ 3,049
Cost of construction 4,621 3,151
General and administrative 232 376
------------- -------------
Operating income (loss) 62 (478)
Other income, net 1,208 1,602
Income tax expense 473 419
------------- -------------
Net earnings $ 797 $ 705
</TABLE>
<TABLE>
<CAPTION>
Statement of Earnings Data: FOR THE SIX MONTHS ENDED JUNE 30,
-------------------------------
1998 1997
------------- -------------
<S> <C> <C>
Construction revenue $ 7,763 $ 3,851
Cost of construction 7,240 5,053
General and administrative 620 937
------------- -------------
Operating loss (97) (2,139)
Other income, net 905 1,713
Income tax expense (benefit) 301 (159)
------------- -------------
Net earnings (loss) $ 507 $ (267)
</TABLE>
6
<PAGE> 7
SUMMARY FINANCIAL INFORMATION
GENEVA ROCK PRODUCTS, INC.
(Dollars in thousands)
<TABLE>
<CAPTION>
Statement of Earnings Data: FOR THE THREE MONTHS ENDED JUNE 30,
-----------------------------------
1998 1997
--------------- ----------------
<S> <C> <C>
Net sales and contract income $ 35,202 $ 35,218
Cost of sales and contracts 28,959 27,502
General and administrative 1,777 1,919
------------- -------------
Operating income 4,466 5,797
Other income, net 443 210
Income tax expense 1,831 2,240
------------- -------------
Net earnings $ 3,078 $ 3,767
============= =============
</TABLE>
<TABLE>
<CAPTION>
Statement of Earnings Data: FOR THE SIX MONTHS ENDED JUNE 30,
-----------------------------------
1998 1997
------------- -------------
<S> <C> <C>
Net sales and contract income $ 53,046 $ 53,553
Cost of sales and contracts 48,611 45,845
General and administrative 3,008 3,364
------------- -------------
Operating income 1,427 4,344
Other income, net 435 216
Income tax expense 645 1,596
------------- -------------
Net earnings $ 1,217 $ 2,964
============= =============
</TABLE>
7
<PAGE> 8
CLYDE COMPANIES, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
1. Interim Financial Statements
The accompanying unaudited financial statements have been prepared by
Clyde Companies, Inc. (the "Company") in accordance with instructions to
Form 10-Q and Rule 10-01 of S-X. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared
under generally accepted accounting principles have been condensed or
omitted pursuant to such regulations. In the opinion of management, all
adjustments considered necessary for a fair presentation of the
Company's financial position, results of operations and cash flows have
been included. All such adjustments are of a normal recurring nature.
This report on Form 10-Q for the six months ended June 30, 1998 should
be read in conjunction with the Company's financial statements as of and
for the year ended December 31, 1997, included in the Company's
Registration Statement on Form S-4 dated May 13, 1998. The results of
operations for the six months ended June 30, 1998 may not be indicative
of the results that may be expected for the year ending December 31,
1998.
2. Agreement and Plan of Merger
The merger ("Merger") of wholly-owned subsidiaries of the Company with
W.W. Clyde & Co., Geneva Rock Products, Inc., Utah Service, Inc. and
Beehive Insurance Agency, Inc. (the "Operating Companies") was
consummated as of June 30, 1998 wherein 4,634,791 shares of Common Stock
of the Company were issued. Each of the Operating Companies was
affiliated with the Company as a result of common shareholders, common
directors, and the Company's equity investment in each entity. Each
Operating Company now is a wholly-owned subsidiary of the Company.
The Merger was effected by exchanging shares of the Company's Common
Stock for shares of common stock of each Operating Company held by their
respective shareholders. The Merger was accounted for using the
"purchase" method of accounting. The exchange ratios used in determining
the number of shares to be exchanged were based upon independent
valuations of each Operating Company. The Company has registered the
shares of Common Stock of the Company that were issued in the Merger.
The purchase method of accounting requires consolidated results of
operations only be reflected from the date of Merger forward. Because
the Merger was consummated on June 30, 1998, the end of the reporting
period, no consolidated operating results are included in the statements
of earnings for the periods presented.
The following unaudited pro forma consolidated data for the six months
ended June 30, 1998 and the year ended June 30, 1997 presents the
results of operations of the Company as if
8
<PAGE> 9
the operating companies had merged on January 1, 1997 (in thousands
except per share data). This data does not purport to be indicative of
the results of operations of the Company that might have occurred nor
which might occur in the future.
<TABLE>
<CAPTION>
Six months Twelve months
ended June 30, ended December 31,
1998 1997
------------- -----------------
<S> <C> <C>
Pro forma net sales $ 60,809 $ 158,473
Pro forma net earnings 400 5,899
Pro forma earnings per
common share-basic .06 .85
</TABLE>
The property, plant and equipment acquired by the Company in the Merger
will be depreciated over periods ranging from 3 to 12 years, and the
intangible assets are to be amortized over 15 years.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The purpose of this section is to discuss and analyze the Company's
results of operations, financial condition, liquidity and capital resources.
OVERVIEW
Clyde Companies, Inc. ("CCI" or the "Company") formerly was a holding
company for shares of common stock of W.W. Clyde & Co., a Utah corporation
("Clyde"), Geneva Rock Products, Inc., a Utah corporation ("Geneva Rock"), Utah
Service, Inc., a Utah corporation ("Utah Service"), and Beehive Insurance
Agency, Inc., a Utah corporation ("Beehive Insurance"). CCI has no operations of
its own. On June 19, 1998, the shareholders of CCI, Clyde, Geneva Rock, Utah
Service and Beehive Insurance, approved the merger (the "Merger") of Clyde,
Geneva Rock, Utah Service and Beehive Insurance with and into wholly owned
subsidiaries of CCI. The Merger became effective as of June 30, 1998. Upon the
effective date of the Merger, each issued and outstanding share of Clyde Common
Stock, Geneva Rock Common Stock, Utah Service Common Stock and Beehive Insurance
Common Stock was converted into respectively, 33.93, 239.27, 43.43 and 4.33
shares of CCI Common Stock. For a description of the Merger and the transactions
contemplated thereby, see the Company's Proxy Statement/Prospectus dated May 13,
1998. Also, see Item 4 below.
RESULTS OF OPERATIONS
CCI
CCI's results of operations depend on the operating results of its two largest
subsidiaries, Clyde and Geneva Rock, and to a lesser extent, on Utah Service and
Beehive Insurance. The results of operations for Clyde and Geneva Rock are
discussed below.
Clyde
Construction revenue for the six-month period ended June 30, 1998 was
$7,763,174 as compared to $3,851,063 for the six-month period ended June 30,
1997. The increase in construction revenue resulted in a net operating loss of
$97,782 for the 1998 interim period, as compared to a net operating loss of
$2,139,396 for the 1997 interim period. The increase in construction revenue was
largely attributable to the increased backlog of work under contract, and an
unusually mild winter. Backlog of work for the period ended June 30, 1998
increased to an estimated $12,412,273 compared to an estimated $6,255,083 for
the period ended June 30, 1997.
The increase in construction revenue during the fist six months of 1998
resulted in an improved operating margin on construction revenue. In 1998 Clyde
experienced a 1.25% operating loss as compared to a 55.6% operating loss in
1997. The decrease in the operating loss
10
<PAGE> 11
was due in large part to the recovery of more of Clyde's fixed costs. The cost
of equipment and machinery owned and maintained by Clyde is a fixed cost which
represents a major component of Clyde's cost of construction. Utilizing this
equipment and machinery more during the six months ended June 30, 1998 allowed
Clyde to recover more of these expenses, thereby improving Clyde's operating
margin. Similarly, during the 1998 interim period the Company was able to
recover a greater percentage of its general and administrative expenses, which
also helped to improve Clyde's operating margin.
For the reasons explained above, net earnings for the six-month period
ended June 30, 1998 was $506,526 compared with a net loss of $266,842 for the
comparable period in 1997.
Other income of Clyde in the first six months of 1998 included a gain on
the sale of property and equipment in the amount of $222,700 compared to a gain
of $433,692 for the comparable period in 1997.
Construction revenue for the three-month period ended June 30, 1998 was
$4,915,154 as compared to $3,049,055 for the three-month period ended June 30,
1997. The increase in construction revenue resulted in a net operating profit of
$61,720 for the 1998 three-month interim period, as compared to a net operating
loss of $478,720 for the 1997 three-month interim period. The increase in
construction revenue was largely attributable to the increased backlog of work
under contract, and an unusually mild winter.
The increase in construction revenue during the three-month period ended
June 30, 1998 resulted in an improved operating margin on construction revenue.
For the three-month period ended June 30, 1998, Clyde experienced a 1.26%
operating profit as compared to a 15.7% operating loss for the comparable period
in 1997. This improvement was due in large part to the recovery of more of
Clyde's fixed costs and general and administrative expenses, as explained above.
For the reasons discussed above, net profit for the three-month period
ended June 30, 1998 was $796,640 compared with a net profit of $704,841 for the
comparable period in 1997.
Other income of Clyde in the three-month period ended June 30, 1998
included a gain on the sale of property and equipment in the amount of $30,200,
compared to a gain of $185,777 for the comparable period in 1997.
Geneva Rock
Gross sales and contract income decreased by $507,508 or 1% for the
six-month period ended June 30, 1998 as compared to the comparable period in
1997. Gross sales and contract income for the three-month period ended June 30,
1998 and June 30, 1997 decreased $15,660 or less than -1/2 of 1%. This decrease
was primarily due to the slower sales of lumber, hardware, and masonry products
for both time periods by Geneva Rock's subsidiary, J&J Building Supply, Inc.
("J&J"), which is located in St. George, Utah. Geneva Rock earned operating
income of $1,426,834 for the first six months of 1998 as compared to operating
income of $4,343,684 for
11
<PAGE> 12
the same time period in 1997. For the three months ended June 30, 1998,
operating income decreased to $4,465,510 from $5,796,702 for the three months
ended June 30, 1997. This represents a $1,331,192 or 23% decrease. The reasons
for these decreases are explained below.
The cost of sales and contracts increased by $2,766,484 or 6.0% for the
six-month period in 1998 over the same period in 1997, and $1,456,818 or 5.3%
for the three month period ending June 30, 1998, compared to the same period in
1997. Because of annual labor increases, both in wages and benefits, cost of
sales and contracts and gross margins were impacted. Labor and related costs
increased $933,825 or 7.4%, over the first six months of 1998 compared to 1997
and increased $426,902 or 5.6% for the three months of 1998 compared to 1997 .
Also, Geneva Rock employed more subcontractors in 1998 than in 1997 to perform
work on construction contracts resulting in an increase of $168,548 in
construction costs for the six months of 1998 compared to 1997 and a decrease in
the three month comparable period of $51,230. During the first six months of
1998, the cost of construction materials purchased by Geneva Rock increased by
$1,479,988 or 9.2% compared to 1997 and by $1,192,424 or 11.1% for the second
quarter of 1998 compared to 1997. In addition, selling prices of construction
materials produced by Geneva Rock such as ready mix concrete, sand, gravel, and
asphalt softened during the second quarter of 1998 and may continue through the
remainder of the year.
General and administrative expenses decreased from $3,364,897 to
$3,007,737 for the first six months of 1998 compared to 1997 and from $1,919,075
to $1,777,789 for the three months ended June 30, 1998 compared to 1997. The
majority of the decrease is attributed to labor cutting measures at the
administrative level in J&J. These measures were initiated in the last quarter
of 1997 and first quarter of 1998. Other income increased by $219,013 for the
six months of 1998 compared to 1997 primarily due to Geneva Rock selling surplus
equipment earlier in 1998 than in 1997. This is a timing difference and will
correct itself in the third quarter of 1998.
As a result of the above mentioned items, the net income for the six
month period ended June 30, 1998 was $1,216,954 as compared with a net income of
$2,963,654 for the comparable period in 1997, and for the three month second
quarter was $3,078,002 as compared to $3,766,640.
12
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
CCI
Commencing in 1999, CCI will make funds available for the redemption of
a limited number of shares of CCI Common Stock pursuant to a Stock Redemption
Plan. The Stock Redemption Plan provides for a Redemption Fund (a) for the years
1999 through 2003 in an amount which is greater than or equal to 7% and less
than or equal to 15% of the net earnings of CCI (after taxes) for the prior year
and (b) for the years 2004 and thereafter an amount which is greater than or
equal to 5% and less than or equal to 10% of net earnings of CCI (after taxes)
for the prior year. Management believes the limitation of the Redemption Fund to
an amount not greater than 15% for the years 1999 through 2003, and 10% for the
years 2004 and thereafter, of the net earnings of CCI (after taxes) for the
prior year is a limitation sufficient to protect the liquidity requirements of
CCI and would not adversely affect the Company's cash requirements.
Clyde
Clyde's primary sources of liquidity have been funds generated by
operations and dividends received from Geneva Rock, in which Clyde had a 34.77%
interest prior to the Merger. Net cash used in operating activities was
approximately $2,245,639 and $1,271,437 for the six-month period ended June 30,
1998 and 1997, respectively. Net cash provided by operating activities is
primarily attributable to Clyde's income before depreciation and amortization
expense.
Geneva Rock
Geneva Rock's primary source of liquidity has been funds generated by
operations. Net cash provided by operating activities was approximately
$7,873,013 and $4,853,145 for the six months ended June 30, 1998 and 1997,
respectively.
The cash position of Geneva Rock increased to a June 30, 1998 balance of
$8,455,759 from a June 30, 1997 balance of $5,326,000. Cash increased in the
second quarter even though Geneva Rock reduced its debt by $940,461 by making an
annual payment on the note it issued to purchase J&J. This increase of cash
assets of Geneva Rock resulted from management's efforts to secure a strong cash
position for general corporate purposes and for possible future business
expansion.
In addition to substantial cash assets on June 30, 1998 and June 30,
1997, Geneva Rock had a line of credit with First Security Bank of Utah, N.A.
Geneva Rock's unsecured line of credit with First Security was $2,000,000 as of
June 30, 1998. Geneva Rock's subsidiary, J & J has an unsecured line of credit
with First Security of $1,500,000. As of June 30, 1998, neither Geneva Rock nor
J & J had any outstanding amounts on the lines of credit.
Management of Geneva Rock has determined that to maintain and increase
market share, Geneva Rock needs to continually modernize and upgrade its fleet
and equipment. Geneva Rock
13
<PAGE> 14
has received approval from its Board of Directors to purchase and/or lease
equipment that was scheduled to be delivered in the first two quarters of 1998
in the amount $11,290,000 and has taken delivery of $9,747,834 worth of
equipment as of June 30, 1998. The remaining amount of approved equipment has
been delayed to allow management to determine if the economy will remain strong
enough to justify the acquisitions. Management of Geneva Rock believes that the
company's current cash reserves and future sales revenues will be adequate to
service Geneva Rock's commitments for the purchase and lease payments to be made
on this equipment, without impairing Geneva Rock's liquidity requirements.
INFLATION
Inflation in the U.S. economy has been relatively moderate during the
last few years. Price increases for labor and materials, for the most part, have
kept pace with inflation. The low unemployment rate in Utah and the rapid
increase in the number of workers required in the construction industry in the
state has put increased pressure on the cost of labor. Labor contracts
negotiated in 1997 provide for increases in the 5% to 6% range per year through
the year 2000.
CCI expects that inflation will affect cost of wages and materials to
Clyde and Geneva Rock during the remainder of 1998, and that the current
competitive circumstances of the Utah market will preclude Clyde and Geneva Rock
from passing all of such increases on to its customers. This circumstance may
result in lower profit margins for CCI in 1998.
SEASONALITY
Because the operations of Clyde and Geneva Rock are located primarily in
central and northern Utah, Clyde and Geneva Rock experience significantly lower
sales during the winter months due to adverse weather conditions. Historically,
the months of November through March have shown losses for Clyde and Geneva
Rock, with April through October being profitable months. Clyde and Geneva Rock
have historically dealt well with these seasonal variations in sales and has
established adequate reserves to address the liquidity requirements of Clyde and
Geneva Rock in the winter months.
CAUTIONARY STATEMENT FOR FORWARD LOOKING INFORMATION
Certain statements contained in this Management's Discussion and
Analysis of Financial Condition and Results of Operations, including without
limitation statements containing the words "believes," "anticipates," "intends,"
"expects" and words of similar import, constitute forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of CCI and its subsidiaries to be materially different from any future results,
performance or achievements expressed or implied by such forward looking
statements. Such factors include, among other things, the following: (1)
expected cost savings from the Merger may not be realized; (2) costs or
difficulties related to the integration of the businesses of Clyde, Geneva Rock,
Utah Service and Beehive Insurance may be greater than expected; (3) an increase
of competitive pressure in the industries of Geneva Rock, Utah Service and
Beehive Insurance
14
<PAGE> 15
may adversely affect the businesses of the Company; and (4) general economic
conditions, either nationally or in the states in which CCI does business, may
be less favorable than expected. CCI disclaims any obligation to update such
factors or to publicly announce the result of any revisions to any
forward-looking statements included or incorporated by reference herein to
reflect future events or developments.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
As previously reported on the Company's Form 10-Q report for the quarter
ended March 31, 1998, on June 19, 1998 the shareholders of CCI, Clyde, Geneva
Rock, Utah Service and Beehive Insurance approved the Merger of Clyde, Geneva
Rock, Utah Service and Beehive Insurance (the "Operating Companies") with and
into wholly owned subsidiaries of CCI. The Merger became effective as of June
30, 1998. Upon the effective date of the Merger, each issued and outstanding
share of Clyde Common Stock, Geneva Rock Common Stock, Utah Service Common Stock
and Beehive Insurance Common Stock was converted into respectively, 33.93,
239.27, 43.43 and 4.33 shares of CCI Common Stock. For a description of the
Merger and the transactions contemplated thereby, see CCI's Proxy
Statement/Prospectus dated May 13, 1998.
The Merger was approved by the following votes:
<TABLE>
<CAPTION>
FOR % AGAINST % ABSTAIN %
--------- ----- ------- ----- ------- ----
<S> <C> <C> <C> <C> <C> <C>
CCI 2,303,920 100% -0- 0% -0- 0%
Clyde 91,947 97.3% 2,327 2.5% -0- 0%
Geneva Rock 20,622 94.6% 471 2.2% 669 3.1%
Utah Service 5,025 92.8% 275 5.1% 25 .5%
Beehive Insurance 16,500 76.8% 4,275 19.9% 500 2.3%
</TABLE>
In connection with the Merger, certain shareholders of the Operating
Companies filed notices indicating that they intend to exercise their
dissenters' rights. Such shareholders collectively own the equivalent of 382,818
shares of Common Stock of the Company. As of August 10, 1998, the Company had
redeemed the equivalent of 162,182 shares of Common Stock for $1,967,923.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this report.
27 Financial Data Schedule
(b) A report on Form 8-K was filed on July 13, 1998 to report the
consummation of the Merger, and Amendment No. 1 to that report was
filed on July 16, 1998.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLYDE COMPANIES, INC.
/s/ Don C. McGee
-------------------------------------------
By Don C. McGee
Assistant Secretary and Treasurer
(Authorized Signatory and
Principal Financial and Accounting Officer)
Date: August 14, 1998
16
<PAGE> 17
INDEX TO EXHIBITS
Exhibits
27 Financial Data Schedule.
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE BODY OF THE ACCOMPANYING FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 18,022
<SECURITIES> 0
<RECEIVABLES> 32,225
<ALLOWANCES> 0
<INVENTORY> 10,558
<CURRENT-ASSETS> 62,995
<PP&E> 142,624
<DEPRECIATION> 71,275
<TOTAL-ASSETS> 158,432
<CURRENT-LIABILITIES> 13,378
<BONDS> 0
0
0
<COMMON> 90,901
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 158,432
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 535
<INCOME-TAX> 174
<INCOME-CONTINUING> 361
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 361
<EPS-PRIMARY> 0.16<F1>
<EPS-DILUTED> 0.16<F1>
<FN>
<F1>(NOT ROUNDED TO THOUSANDS)
</FN>
</TABLE>
