<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 March 31, 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 [ ] No [X].
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 June 15, 1998, there were
2,303,920 outstanding shares of the Registrant's Common Stock, no par value.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CLYDE COMPANIES, INC.
(Formerly W.W. Clyde Investment Co.)
BALANCE SHEETS
March 31, 1998 and December 31, 1997
(unaudited)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash $ -- $ 14,158
Prepaid expenses 23,234 9,076
----------- -----------
Total current assets 23,234 23,234
INVESTMENT IN AFFILIATES 26,971,537 27,432,351
OTHER ASSETS 476,741 338,362
----------- -----------
$27,471,512 $27,793,947
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ -- $ --
Due to related party 476,741 338,362
----------- -----------
Total current liabilities 476,741 338,362
DEFERRED INCOME TAXES 9,889,352 10,039,117
SHAREHOLDERS' EQUITY
Common stock, no par value; Authorized -
10,000,000 shares - issued 2,303,920 shares 706,530 706,530
Retained earnings 16,398,888 16,709,938
----------- -----------
17,105,418 17,416,468
----------- -----------
$27,471,512 $27,793,947
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 3
CLYDE COMPANIES, INC.
(Formerly W.W. Clyde Investment Co.)
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
Three months ended March 31,
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Dividend income from affiliates $ -- $ 18,500
Equity in undistributed net losses
of affiliates (460,814) (521,859)
Interest income -- 334
------------ ------------
Earnings before income taxes (460,814) (503,025)
Income tax (benefit) (149,765) (163,483)
------------ ------------
NET LOSS (311,050) (339,542)
Retained earnings at beginning of period 16,709,938 15,223,199
------------ ------------
Retained earnings at end of period $ 16,398,888 $ 14,888,657
============ ============
Loss per common share - basic $ (0.14) $ (0.15)
============ ============
Weighted-average shares outstanding 2,303,920 2,303,920
============ ============
</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 CASH FLOWS
Three months ended March 31,
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Increase in cash and cash equivalents
Cash flows from operating activities
Net loss $(311,050) $(339,542)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Equity in net loss of affiliates 460,814 540,359
Deferred income taxes (149,765) (163,483)
Changes in assets and liabilities
Prepaid expenses (14,158) (37,735)
Other assets (138,379) (1,087)
Accrued federal income tax -- 10,557
Due to related party 138,379 --
--------- ---------
Total adjustments 296,892 348,611
--------- ---------
Net cash provided by (used in)
operating activities (14,158) 9,069
Cash and cash equivalents at beginning of period 14,158 27,264
--------- ---------
Cash and cash equivalents at end of period $ -- $ 36,333
========= =========
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ -- $ --
Income taxes 14,158 33,707
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
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.
<TABLE>
<CAPTION>
For the three months ended March 31,
1998 1997
------------ ------------
<S> <C> <C>
Statement of Operations Data:
Construction revenue $ 2,848,020 $ 802,008
Cost of construction 2,629,628 1,907,994
General and administrative expense 388,505 371,628
------------ ------------
Operating loss (170,113) (1,477,614)
Other expense, net (309,731) (15,731)
------------ ------------
Loss before income taxes (479,844) (1,493,345)
Income tax (benefit) (178,982) (557,018)
------------ ------------
Net loss $ (300,862) $ (936,327)
============ ============
Loss per common share - basic $ (3.18) $ (9.90)
============ ============
Weighted average shares outstanding 94,544 94,544
============ ============
</TABLE>
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ ------------
<S> <C> <C>
Balance Sheet Data:
Current assets $ 16,968,315 $ 17,760,909
Total assets 47,136,538 49,039,159
Total liabilities 10,406,975 12,008,734
Total stockholders' equity 36,729,563 37,030,425
</TABLE>
5
<PAGE> 6
SUMMARY FINANCIAL INFORMATION
GENEVA ROCK PRODUCTS, INC.
<TABLE>
<CAPTION>
For the three months ended March 31,
1998 1997
------------ ------------
<S> <C> <C>
Statement of Operations Data:
Net sales and contract income $ 17,843,311 $ 18,335,160
Cost of sales and contracts 19,652,040 18,784,469
General and administrative expense 1,229,948 1,445,804
------------ ------------
Operating loss (3,038,677) (1,895,113)
Other income (expense), net (8,132) 5,741
------------ ------------
Loss before income taxes (3,046,809) (1,889,372)
Income tax (benefit) (1,136,460) (704,736)
------------ ------------
Net loss $ (1,910,349) $ (1,184,636)
============ ============
Loss per common share - basic $ (87.62) $ (54.34)
Weighted average shares outstanding 21,802 21,802
============ ============
</TABLE>
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ ------------
<S> <C> <C>
Balance Sheet Data:
Current assets $ 35,132,172 $ 39,552,575
Total assets 79,289,715 82,247,045
Total liabilities 16,453,687 17,500,668
Total stockholders' equity 62,836,028 64,746,377
</TABLE>
6
<PAGE> 7
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 three months ended March 31, 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 three months ended March 31, 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 directors and shareholders of the Company have approved 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"). Each of the
Operating Companies is affiliated with the Company as a result of common
shareholders, common directors, and the Company's equity investment in
each entity. Upon consummation of the Merger, each Operating Company
will become a wholly-owned subsidiary of the Company. It is anticipated
that the Merger will be consummated on or before June 30, 1998.
The Merger will be 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 will be 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 to be issued in the Merger.
3. Due to Related Party
A related party has paid organizational costs incurred in connection
with the Merger. The Company has accrued these costs and will repay such
costs to the related party following the consummation of the Merger.
7
<PAGE> 8
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") is 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. Its assets
consist solely of cash and shares of common stock of Clyde (31,935 shares or
33.78% of the outstanding shares), Geneva Rock (4,725 shares or 21.67% of the
outstanding shares), Utah Service (1,698 shares or 31.37% of the outstanding
shares) and Beehive Insurance (3,700 shares or 17.22% of the outstanding
shares). CCI's income consists of the dividends it receives from such companies
and the interest it receives on its cash deposits.
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. It is anticipated that the Merger will close and become
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 will be 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
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997
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
Clyde's construction revenue for the three-month period ended March 31,
1998 increased by $2,046,012 as compared to the three-month period ended March
31, 1997. Clyde incurred a net operating loss of $170,113 for the 1998 interim
period, as compared to a net operating loss of
8
<PAGE> 9
$1,477,614 for the 1997 interim period. The increase in construction revenue
during 1998 was largely attributable to an increased backlog of work under
contract, and an unusually mild winter. Clyde's backlog of work for the period
ended March 31, 1998 increased to approximately $13,786,682, as compared to
approximately $4,609,808 for the period ended March 31, 1997.
As a result of the increase in construction revenue during the first
three months of 1998, the gross profit margin on construction revenue increased
from a 137.9% loss in 1997 to a 7.67% profit in 1998. The improvement in Clyde's
gross profit margin on construction revenue was primarily a factor of Clyde's
fixed costs. The cost of equipment and machinery owned and maintained by Clyde
is a fixed cost and a major component of Clyde's cost of construction. Since
equipment and machinery were utilized more during the current reporting period
Clyde was able to recover more of these expenses and increase the gross profit
margin for the period. Similarly, general and administrative expenses, as a
percentage of sales, decreased from 46.34% to 13.64% because certain of these
expenses are fixed, thereby permitting Clyde to recover a greater percentage of
its fixed costs during the 1998 interim period.
Net loss for the three month period ending March 31, 1998 was $300.862
compared with a net loss of $936,327 for the comparable period in 1997. The net
loss for the three months ending March 31, 1998 was attributable to Clyde's
equity interest in Geneva Rock.
Other income of Clyde in the first three months of 1998 included gain on
the sale of property and equipment in the amount of $192,500, compared to a gain
of $300,000 for the comparable period in 1997. Interest income to Clyde in 1998
was $152,729 compared to $90,139 in 1997.
Geneva Rock
Gross sales and contract income decreased by $491,849 or 2.7% for the
three-month period ended March 31, 1998 as compared to the same period in 1997.
This decrease was primarily due to the slower sales of lumber, hardware, and
masonry products for the Company's subsidiary, J & J Building Supply, Inc.
("J & J") in St. George, Utah. Geneva Rock incurred a net operating loss of
$3,038,677 for the first three months of 1998 as compared to a net operating
loss for the corresponding period of 1997 of $1,895,113.
The cost of sales and contracts increased by $867,571 or 4.6%, for the
three month period in 1998 over the corresponding period in 1997. Except for the
noted decrease in certain areas of sales as noted above sales remained the same.
However, because of annual labor increases both in wages and benefits, cost of
sales and gross margins were impacted. Labor and related costs increased
$506,922 or 10.2%, over the first three months of 1997. Also, the company
employed more subcontractors in 1998 than in 1997 to perform work on
construction contracts resulting in an increase of $219,778 in construction
costs. The remaining increase in cost of sales and contracts are simply the
results of ongoing business.
General and administrative expenses decreased from $1,445,804 in 1997 to
$1,229,948 in 1998. The majority of the decrease is attributed to labor cutting
measures at the administrative level in the J & J St. George operation. Other
income decreased by $13,873 due mainly to the
9
<PAGE> 10
interest payable on the note to J & J Mill and Lumber, the company from which
Geneva Rock purchased J & J in June of 1996.
As a result of the above mentioned items, the net loss for the three
month period ending March 31, 1998 was $1,910,349 as compared with a net loss of
$1,184,636 for the comparable period in 1997. The construction industry remained
strong during the first quarter of 1998, although the weather made delivery and
placement of concrete difficult because of the amount of rain over the winter
months. The winter is also the time in which Geneva Rock repairs much of its
machinery and equipment. Geneva Rock incurred about $120,000 more in repairs in
1998 over the same period in 1997.
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 has a 34.77%
interest. Net cash used in operating activities was approximately 1,438,127 and
14,147 for the quarters ended March 31, 1998 and 1997, respectively. Net cash
provided by operating activities is primarily attributable to Clyde's income
before depreciation and amortization expense.
Clyde has historically had little or no long term debt. In addition to
substantial cash investments as of March 31, 1998, Clyde had other substantial
current assets in the form of contracts receivable in the sum of $5,857,712
(current) and $527,121 (in retention). This compares to contracts receivable in
the first quarter of 1997 in the sum of $1,246,948 (current) and $235,362 (in
retention) as of March 31, 1997.
Geneva Rock
Geneva Rock's primary sources of liquidity have been funds generated by
operations. Net cash provided by operating activities was approximately
$7,116,781 and $3,919,306 for the
10
<PAGE> 11
quarters ended March 31, 1998 and 1997, respectively. Net cash provided by
operating activities is primarily attributable to Geneva Rock's income before
depreciation and amortization expense.
The cash position of Geneva Rock increased to a March 31, 1998 balance
of $11,101,175 from a March 31, 1997 balance of $7,136,229. This increase of
cash assets of Geneva Rock notwithstanding a net loss in the first quarter of
1998 of $1,910,349 resulted from management's efforts to secure a strong cash
position for internal liquidity requirements and possible future expansion.
In addition to substantial cash assets on March 31, 1998 and March 31,
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
March 31, 1998. Geneva Rock's subsidiary, J & J, has an unsecured line of credit
with First Security of $1,500,000. As of March 31, 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 has received approval from its Board of Directors to
purchase and/or lease equipment that will be delivered in the first two quarters
of 1998 in the amount $11,290,000 and had placed firm orders for $8,381,000 as
of March 31, 1998. 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.
Clyde expects that inflation will increase over the next few years,
making it more difficult to pass the increases on in the form of higher prices.
This could lead to lower margins in the work or a decrease in the work for which
Clyde successfully competes.
Geneva Rock expects that inflation will affect cost of wages and
materials to Geneva Rock in 1998 and that the current competitive circumstances
of the Utah market will preclude Geneva Rock from passing all of such increases
on to its customers. This circumstance may result in lower profit margins for
Geneva Rock in 1998.
11
<PAGE> 12
SEASONALITY
Because Clyde conducts its business in the Intermountain West, Clyde
experiences lower sales during the winter months due to adverse weather
conditions. Historically, the months of December, January and February see a
major curtailment in the amount and types of construction work that can be
accomplished due to the extreme temperatures and frost in the ground. Clyde
anticipates that seasonal variations will continue. Clyde has, however,
established adequate reserves and, therefore, seasonal variations do not pose a
threat to Clyde.
Because of the location of Geneva Rock's operations primarily in central
and northern Utah, Geneva Rock experiences significantly lower sales during the
winter months due to adverse weather conditions. Historically, the months of
November through March have shown losses for Geneva Rock, with Geneva Rock's
profitable months being April through October. Geneva Rock has historically
dealt well with these seasonal variations in sales and has established adequate
reserves to address the liquidity requirements of Geneva Rock in the winter
months. Also, the acquisition of J & J in southern Utah, which has a milder
climate, may reduce the losses historically experienced in the winter months,
although it will not eliminate losses 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 Clyde, Geneva Rock, Utah Service and Beehive Insurance 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 Clyde,
Geneva Rock, Utah Service and Beehive Insurance may adversely affect the
businesses of those companies; and (4) general economic conditions, either
nationally or in the states in which Clyde, Geneva Rock, Utah Service and
Beehive Insurance do 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.
12
<PAGE> 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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 with and into wholly owned subsidiaries of CCI. It
is anticipated that the Merger will become 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 will be converted into respectively, 33.93, 239.27, 43.43
and 4.22 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>
13
<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this report.
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter for which this
report is filed.
14
<PAGE> 15
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/ Carol C. Salisbury
---------------------------------------------
By Carol C. Salisbury
President and Chief Financial Officer
(Authorized Signatory and
Principal Financial and Accounting Officer)
Date: June 26, 1998
15
<PAGE> 16
INDEX TO EXHIBITS
Exhibits
27 Financial Data Schedule.
16
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 23
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 27,472
<CURRENT-LIABILITIES> 477
<BONDS> 0
0
0
<COMMON> 707
<OTHER-SE> 16,399
<TOTAL-LIABILITY-AND-EQUITY> 27,472
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (461)
<INCOME-TAX> 150
<INCOME-CONTINUING> (311)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (311)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> (.14)
</TABLE>
