<PAGE> 1
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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, 1999
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.)
252 West Center Street
Orem, Utah 84057
(801) 802-6900
(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 May 3, 1999, there were
6,554,317 outstanding shares of the Registrant's Common Stock, no par value.
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<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Clyde Companies, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
March 31, 1999 (unaudited) and December 31, 1998 (audited)
(Dollars in Thousands)
ASSETS
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 13,590 $ 17,421
Held-to-maturity investments 6,500 4,000
Accounts receivable, net 25,269 27,813
Inventories 13,618 12,033
Costs and estimated earnings in excess of billings on uncompleted
contracts 2,746 1,184
Deferred income taxes 275 275
Income taxes receivable 1,203 1,762
Other assets 333 275
--------- ---------
Total current assets 63,534 64,763
PROPERTY, PLANT AND EQUIPMENT, AT COST 151,685 151,663
Less accumulated depreciation and amortization (77,455) (77,503)
--------- ---------
74,230 74,160
LAND 5,192 5,192
INTANGIBLE ASSETS, net 18,249 20,574
DEFERRED PENSION COSTS 399 511
OTHER ASSETS, AT COST, net 4,713 2,531
--------- ---------
$ 166,317 $ 167,731
========= =========
</TABLE>
The accompanying note is an integral part of these financial statements.
2
<PAGE> 3
Clyde Companies, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS - CONTINUED
March 31, 1999 (unaudited) and December 31, 1998 (audited)
(Dollars in Thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 15,958 $ 13,134
Accrued expenses 1,124 3,869
Current portion of long-term obligations 3,103 3,303
Billings in excess of costs and estimated earnings on uncompleted
contracts 179 55
--------- ---------
Total current liabilities 20,364 20,361
LONG-TERM OBLIGATIONS, net of current portion 8,011 6,586
ACCRUED PENSION COSTS 553 1,241
DEFERRED INCOME TAXES 30,079 30,827
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY
Common stock, no par value; authorized 10,000,000 shares; issued and
outstanding 6,554,317 shares 90,901 90,901
Retained Earnings 16,481 17,887
Accumulated other comprehensive loss (72) (72)
--------- ---------
Total stockholders' equity 107,310 108,716
--------- ---------
$ 166,317 $ 167,731
========= =========
</TABLE>
The accompanying note is an integral part of these financial statements.
3
<PAGE> 4
Clyde Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31, 1999 and 1998 (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Revenues, net $ 31,192 $ --
Cost of goods sold 30,365 --
------------ ------------
Gross profit 827 --
General and administrative expenses 3,176 --
------------ ------------
Operating loss (2,349) --
Other income (expense)
Interest income, net (245) --
Gain on disposal of property, plant
and equipment 3 --
Other income, net 437 --
Loss in net losses
of affiliates -- (461)
------------ ------------
195 (461)
------------ ------------
Loss before income taxes (2,154) (461)
Income tax benefit 748 150
------------ ------------
NET LOSS $ (1,406) $ (311)
============ ============
Earnings per common share - basic $ (0.21) $ (0.14)
============ ============
Weighted-average shares outstanding 6,554,317 2,303,920
============ ============
</TABLE>
The accompanying note is an integral part of these financial statements.
4
<PAGE> 5
Clyde Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 1999 and 1998 (Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Increase in cash and cash equivalents
Cash flows from operating activities
Net loss $ (1,406) $ (311)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 6,031 --
Loss in net losses of affiliates -- 461
Gain on the disposal of property ,plant and equipment (3) --
Deferred income taxes (748) (150)
Deferred pension costs (576) --
Changes in assets and liabilities
Accounts receivable 2,544 --
Inventories (1,585) --
Income taxes receivable 559 --
Other current assets (58) (14)
Costs and estimated earnings in
excess of billings on uncompleted contracts (1,562) --
Other assets (2,182) (138)
Accounts payable 2,824 --
Accrued expenses (2,745) --
Billings in excess of costs and estimated
earnings on uncompleted contracts 124 --
Due to related party -- 138
-------- --------
Total adjustments 2,623 297
-------- --------
Net cash provided by (used in)
operating activities 1,217 (14)
-------- --------
Cash flows from investing activities
Cash payments for the purchase of property, plant,
and equipment (3,776) --
Cash proceeds from the sale of property, plant and equipment 3 --
Increase in held-to-maturity investments (2,500) --
-------- --------
Net cash used in investing activities (6,273) --
-------- --------
</TABLE>
(Continued)
5
<PAGE> 6
Clyde Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Three months ended March 31, 1999 and 1998 (Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Cash flows from financing activities
Proceeds from issuance of long-term obligations 1,225 --
-------- --------
Net cash provided by
financing activities 1,225 --
-------- --------
Net decrease in cash (3,831) (14)
Cash and cash equivalents at beginning of period 17,421 14
======== ========
Cash and cash equivalents at end of period $ 13,590 $ --
======== ========
Supplemental disclosures of cash flow information
Cash paid during the period for
Income taxes $ -- $ 14
Interest -- --
</TABLE>
The accompanying note is an integral part of these statements.
6
<PAGE> 7
CLYDE COMPANIES, INC.
NOTE 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, 1999 should be read in conjunction with the audited
consolidated financial statements for the Company for the year ended
December 31, 1998, which are included in the Company's Annual Report on
Form 10-K for such year (the "1998 Form 10-K"). The results of
operations for the three months ended March 31, 1999 may not be
indicative of the results that may be expected for the year ending
December 31, 1999. The consolidated balance sheet at December 31, 1998
was derived from the Company's audited consolidated financial
statements in the 1998 Form 10-K, and does not include all disclosures
required by generally accepted accounting principles for annual
financial statements.
ITEM 1. LEGAL PROCEEDINGS
In connection with the merger (the "Merger") of Clyde, Geneva Rock,
Utah Service and Beehive Insurance (which are together referred to as the
"Operating Companies") with and into wholly-owned subsidiaries of the Company,
18 shareholders of the Operating Companies (the "Dissenting Shareholders"), who
collectively owned the equivalent of 419,188 shares of Common Stock of the
Company, gave notice that they intended to exercise their statutory dissenters'
rights and seek payment of the fair value of their shares. Following the
consummation of the Merger on June 30, 1998, the Operating Companies paid the
Dissenting Shareholders an aggregate amount of $4,453,000 for their shares,
which is the amount the Operating Companies determined to be the fair value of
the shares held by the Dissenting Shareholders immediately before the effective
date of the Merger. All of the Dissenting Shareholders, except the Estate of
Scott Clyde, were paid $394.13, $2,779.36, $504.45 and $50.30, respectively, for
each share of Clyde, Geneva Rock, Utah Service and Beehive Insurance, which they
held. No payment was made to the Estate of Scott Clyde with respect to the
shares of Clyde which it held, because it did not properly exercise its
dissenters' rights with respect to Clyde.
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<PAGE> 8
After receiving payment for their shares from the Operating Companies,
16 of the Dissenting Shareholders, who collectively owned the equivalent of
243,223 shares of Common Stock of the Company, notified the Operating Companies
that, in their opinion, on the date of the Merger the fair value of Clyde,
Geneva Rock, Utah Service and Beehive Insurance was $657, $5,509, $975 and $116
per share, respectively, and they demanded payment of the additional amounts,
plus interest. The aggregate additional amount demanded by the Dissenting
Shareholders, exclusive of interest, is approximately $2,361,666.
The Operating Companies believe the amounts that were paid to the
Dissenting Shareholders represented the fair value of the shares held by the
Dissenting Shareholders immediately before the effective date of the Merger.
Accordingly, pursuant to Utah Code Annotated, as amended, Section 16-10A-1330,
on November 3, 1998, the Operating Companies filed a Petition with the Third
Judicial District Court of Salt Lake County (Case No. 980911145) to request the
Court to determine the fair value of the shares of the Operating Companies held
by the 16 Dissenting Shareholders who have demanded the payment of additional
amounts for their shares. In addition, the Operating Companies requested a
ruling to the effect that the Estate of Scott Clyde did not properly exercise
its dissenters' rights with respect to Clyde and, therefore, is not entitled to
payment for the shares of Clyde which it held. The Petition named the following
Dissenting Shareholders as respondents: Terry Carlson; Scott Carlson; Claudia
Snyder; Kenneth Snyder; Kurt Gramoll; Junko Gramoll; James Gramoll; Damon Clyde;
Christina Schroeder; Brian Clyde; Ronald Clyde; Stephen W. Clyde; Robert Clyde;
Marcia Clyde, as personal representative of the Estate of Daniel Clyde,
deceased; Janice Clyde, personally; and Janice Clyde, as personal representative
of the Estate of Scott Clyde, deceased.
The Dissenting Shareholders filed a Motion for Partial Summary
Judgment, and on March 11, 1999 the Court granted the motion and ruled, among
other things, that in determining the fair value of the shares held by the
Dissenting Shareholders, the Operating Companies may not apply a discount for
minority interest. The Operating Companies may appeal this ruling. While the
Company believes that the amounts paid to the Dissenting Shareholders represent
the fair value of the shares they held in the Operating Companies immediately
before the effective date of the Merger and, therefore, that they are not
entitled to be paid the additional amounts demanded, the Company is not able to
predict the outcome of this proceeding, and there can be no assurance that the
Operating Companies will not be required to pay additional amounts to the
Dissenting Shareholders.
The Company and its subsidiaries are also parties to routine legal
proceedings incident to their business, none of which are material to the
business or financial condition of the Company.
8
<PAGE> 9
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
The Company was organized as a holding company for shares of common
stock of Clyde, Geneva Rock, Utah Service and Beehive Insurance which it owned.
On June 30, 1998, Clyde, Geneva Rock, Utah Service and Beehive Insurance (the
"Operating Companies") were merged (the "Merger") with and into the Company, and
each issued and outstanding share of common stock (except for shares owned by
the Company) of Clyde, Geneva Rock, Utah Service and Beehive Insurance was
converted into, respectively, 33.93, 239.27, 43.43 and 4.33 shares of Common
Stock of the Company.
RESULTS OF OPERATIONS
The Merger was accounted for using the purchase method of accounting.
The purchase method of accounting requires that consolidated results of
operations be reflected only from the date of the Merger, forward. Because the
Merger was consummated on June 30, 1998, consolidated operating results are
included in the Consolidated Statements of Operations only for the six-month
period ended December 31, 1998 and the three-month period ended March 31, 1999.
Prior to June 30, 1998, the Company recorded only its equity in the net earnings
of the Operating Companies. Accordingly, it is not possible to compare operating
results for the period ended March 31, 1999 with operating results in prior
periods.
The construction market in Utah is seasonal, slowing down significantly
during winter months. Construction work was slow during the first quarter of
1999, due to unfavorable weather conditions. However, during this period, the
Utah construction markets continued to be strong and the economic climate in
Utah during the period was positive. Unemployment in Utah continued at the rate
of about 3.2%, which resulted in continuing labor shortages. Such labor
shortages exerted an upward pressure on wages which in turn increased costs,
resulting in lower profit margins.
LIQUIDITY AND CAPITAL RESOURCES
As explained under Item 1 - "Legal Proceedings", in connection with the
Merger certain shareholders, who collectively owned the equivalent of 419,188
shares of Common Stock of the Company, exercised their statutory dissenters'
rights and demanded payment for the fair value of the shares they held in the
Operating Companies. The Operating Companies have paid the Dissenting
Shareholders an aggregate amount of $4,453,000, which is the amount the
Operating Companies determined to be the fair value of the shares held by those
Dissenting Shareholders
9
<PAGE> 10
that properly exercised their dissenters rights immediately before the effective
date of the Merger. The Dissenting Shareholders notified the Operating Companies
that, in their opinion, the fair value of their shares immediately before the
effective date of the Merger was greater than the amounts paid to them by the
Operating Companies, and demanded that the Operating Companies pay them
additional amounts for their shares, in the aggregate amount of approximately
$2,361,666, plus interest. The Operating Companies have petitioned the Third
Judicial District Court of Salt Lake County to determine the fair value of the
shares held by such Dissenting Shareholders.
While the Company believes that the amounts paid to the Dissenting
Shareholders represented the fair value of the shares they held in the Operating
Companies immediately before the effective date of the Merger, there can be no
assurance that the Court will not determine that the fair value of the Operating
Companies was higher, and require that additional amounts be paid to the
Dissenting Shareholders. If the Company is required to pay substantial
additional amounts to the Dissenting Shareholders, the ability of the Company to
pay dividends to its shareholders and make capital expenditures may be adversely
affected.
Commencing in 1999, the Company will make funds available for the
redemption of a limited number of shares of its Common Stock pursuant to the
Company's 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
the Company (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 the Company (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 the Company (after taxes) for the prior year
is a limitation sufficient to protect the liquidity requirements of the Company
and would not adversely affect the Company's cash 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.
The Company expects that inflation will affect cost of wages and
materials during the remainder of 1999, and that the current competitive
circumstances of the Utah market will preclude the Company from passing all of
such increases on to its customers. This circumstance may result in lower profit
margins for the Company in the remainder of 1999.
10
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SEASONALITY
Because the operations of the Company are located primarily in central
and northern Utah, the Company experiences significantly lower sales during the
winter months due to adverse weather conditions. Historically, the months of
November through March have shown losses, with April through October being
profitable months. The Company has historically been able to deal with these
seasonal variations in sales and has established adequate cash reserves to
address its liquidity requirements 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 the Company 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 Clyde, Geneva Rock, Utah Service
and Beehive Insurance may adversely affect the businesses of the Company; and
(4) general economic conditions, either nationally or in the states in which the
Company does business, may be less favorable than expected. The Company
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.
YEAR 2000
The Year 2000 issue is a result of computer programs and embedded
computer chips using two digits rather than four digits to define the applicable
year. Without corrective action, computer programs and embedded chips
potentially could recognize the date ending in "00" as the year 1900 (or some
other year) rather than 2000, causing many computer applications to fail or to
create erroneous results.
During 1998, the Company conducted a review of its computerized systems
to determine how its systems would be affected by Year 2000 issues. Following
this review, the Company upgraded its computer systems to be Year 2000
compliant. The Company does not consider the expenses it incurred for this
purpose to be material. No additional material costs are anticipated as a result
of Year 2000 issues.
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<PAGE> 12
The Company has contacted certain third parties with which the Company
has material relationships to determine their compliance with Year 2000 issues.
Such third parties have advised the Company that they will be Year 2000
compliant.
With respect to outside parties that could affect the Company's
business as a result of the Year 2000 problems, the Company believes that the
most likely problems would arise because of isolated instances of shortages of
supplies and materials. However, many of the Company's vendors and suppliers are
major businesses which it believes will be Year 2000 compliant. The Company has
not developed a formal contingency plan but believes that there are adequate
alternative vendors and suppliers which the Company could use in the event that
one of its vendors or suppliers was unable to provide supplies needed in its
operations. The Company believes that in the most reasonably likely worst case,
it would experience only a short-term problem causing a temporary disruption of
business.
The Company's analysis of Year 2000 issues affecting the Company is
based on information currently available and information provided from certain
third party vendors and suppliers. Due to the inherent uncertainties related to
Year 2000 compliance, there can be no assurance that the Company has accurately
or timely assessed all Year 2000 issues.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibit is filed with this report:
27 Financial Data Schedule
(b) No current report on Form 8-K was filed during the quarter for which
this report was filed.
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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.
By /s/ Don C. McGee
--------------------------------------------
Don C. McGee
Assistant Secretary and Treasurer
(Authorized Signatory and
Principal Financial and Accounting Officer)
Date: May 12, 1999
13
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits
- --------
<S> <C>
27 Financial Data Schedule.
</TABLE>
14
<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-31-1998
<PERIOD-END> MAR-31-1999
<CASH> 13,590
<SECURITIES> 6,500
<RECEIVABLES> 25,269
<ALLOWANCES> 0
<INVENTORY> 13,618
<CURRENT-ASSETS> 63,534
<PP&E> 151,685
<DEPRECIATION> 77,455
<TOTAL-ASSETS> 166,317
<CURRENT-LIABILITIES> 20,364
<BONDS> 0
0
0
<COMMON> 90,901
<OTHER-SE> 16,409
<TOTAL-LIABILITY-AND-EQUITY> 166,317
<SALES> 31,192
<TOTAL-REVENUES> 31,192
<CGS> 30,365
<TOTAL-COSTS> 33,541
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,154)
<INCOME-TAX> (748)
<INCOME-CONTINUING> (1,406)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,406)
<EPS-PRIMARY> (0.21)<F1>
<EPS-DILUTED> (0.21)<F1>
<FN>
<F1>(NOT ROUNDED TO THOUSANDS)
</FN>
</TABLE>
