SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 2001
ROCK OF AGES
CORPORATION
(Exact name of registrant as specified
in its charter)
|
Delware |
0-29464 |
03-0153200 (I.R.S. Employer Identification Number) |
772 Graniteville Road,
Graniteville, Vermont 05654
(Address
of Principal Executive
Office)
(Zip Code)
(Registrant's Telephone Number, Including Area
Code) (802)
476-3121
NONE
(Former Name or Former Address, if Changed Since Last
Report)
ROCK
OF AGES CORPORATION
FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
None.
ITEM 2. ACQUISITION OR DISPOSTION OF ASSETS.
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
None.
- 2 -
ITEM 5. OTHER EVENTS
On October 30, 2001, the Registrant announced that it had completed the sale of its quarry and manufacturing plant operations in Elberton, Georgia and had reached agreement to sell a manufacturing facility in Barre, Vermont.
On October 30, 2001, the Registrant issued a press release, attached as Exhibit 99.1. The information concerning the above events contained in the press release is incorporated herein by reference.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
None.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 - Press Release dated October 30, 2001.
ITEM 8. NOT APPLICABLE.
None.
ITEM 9. REGULATION FD DISCLOSURE
None.
- 3 -
ROCK OF AGES CORPORATION
FORM 8-K
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROCK OF AGES CORPORATION
Dated:November 1,
2001 By: /s/Michael
Tule
Michael
Tule
Vice
President
and
General Counsel
-4-
EXHIBIT 99.1
Press Release
Rock of Ages Reports Third Quarter Results
CONCORD, NEW HAMPSHIRE,October 30, 2001...ROCK OF AGES CORPORATION (NASDAQ/NMS:ROAC)announced today that net income before a non-cash loss on disposal of assets for the third quarter ended September 30, 2001 increased 14% to $1,541,000, or $0.20 per diluted share. This compares to net income of $1,354,000, or $0.18 per diluted share, for the third quarter of 2000. Revenue increased to $24,721,000 from $23,528,000 for the same period a year earlier.
Including a loss on the disposal of certain manufacturing and quarrying assets of $2,364,000 before taxes, the net loss for this year's third quarter was $1,033,000, or $0.14 per share. The loss on disposal includes approximately $1,500,000 from the previously announced dispositions of the Company's Georgia operations, which have now been completed, and approximately $864,000 from the expected sale of a manufacturing facility in Barre, Vermont.
For the nine months ended September 30, 2001, net income (before the loss on sale of assets) increased 12% to $2,092,000, or $0.27 per diluted share, on revenue of $69,336,000. This compares to net income of $1,873,000, or $0.25 per diluted share, on revenue of $66,575,000 for the same period of 2000. Including the loss on the sale of assets mentioned above, the net loss for this year's first nine months was $625,000, or $0.08 per diluted share.
Chairman and Chief Executive Officer Kurt Swenson said,"Both our quarrying and retailing operations reported solid performance for the third quarter that tracked our growth expectations. Operating income in our quarry division was up 25% on an 11% increase in revenue to $6,693,000. Operating income in our retail division increased by nearly 130% on a 9% gain in revenue to a record $11,219,000. Our retail division is beginning to generate the growth and profitability we have long believed was achievable in this business. The improvement in retail reflects the many operational enhancements now in place in this division, including our system-wide memorial branding, pricing, and sales and marketing programs, as well as our computerized MIS system. Retail order backlog was $14,800,000 at September 30, 2001, compared to approximately $14,900,000 at June 30, 2001 and $12,400,000 at December 31, 2000, which gives us confidence that or retail division will continue to perform well going forward.
"As we anticipated, revenue in our manufacturing division declined for the quarter. Operating income in manufacturing also declined from a year ago, primarily because of lower profitability in our precision products segment due to weaker-than-expected market conditions. The recent sales of several of oru manufacturing facilities are consistent with our strategic plan to focus the Company's resources on building and expanding our profitable quarry operations and our branded retail distribution system. Our remaining manufacturing facilities in Barre, Vermont and Canada are sufficient to fulfill branded product requirements for both our owned and authorized retail dealers, and to do so at an acceptable level of profitability. By eliminating the losses associated with the manufacturing operations we sold, we expect improved profitability from manufacturing in the future even though revenue from this division will decline." Swenson said that reported revenue in the manufacturing division is expected to be approximately $21,000,000 in 2002, compared to a projected $23,000,000 in 2001 and about $27,000,000 reported in 2000. He added that backlog at the retained manufacturing plants at September 30, 2001 was $11,600,000, or 22% above manufacturing backlog of $9,500,000 at September 30, 2000.
Adjusts Guidance for 2001
"Based on the Company's performance for the third quarter, we are adjusting our guidance for revenue and profitability for 2001. We currently expect revenue for 2001 of approximately $92,000,000, and net income before the loss on sale of assets in the range of $0.38 to $0.42 per diluted share," Swenson said. For 2000, Rock of Ages reported revenue of $90,693,000 and net income of $0.33 per share.
About Rock of Ages
Rock of Ages (www.RockofAges.com) is the largest integrated granite quarrier, manufacturer and retailer of finished granite memorials and granite blocks for memorial use in North America.
Conference Call
Rock of Ages has scheduled a conference call today at 11:00 a.m. ET. A live Webcast may be accessed at www.StreetFusion.com or at www.RockofAges.com. A replay will be available immediately following the Webcast at these same Internet addresses. For a telephone replay, dial 800/633-8284, reservation No. 19925253, beginning at approximately 1:00 p.m. ET.
Forward-Looking Statements
This news release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and the following: changes in demand for the company's products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, the success of the company's branding programs; the excess or shortage of production capacity, difficulties encountered in the integration of acquired businesses; weather conditions and other risks discussed from time to time in the company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.
ROCK OF AGES
CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
($ IN THOUSANDS EXCEPT PER SHARE
AMOUNTS)(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||
| September 30, | September 30, | ||||||||||||
| 2001 |
2000 |
2001 |
2000 |
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| Net Revenues: | |||||||||||||
| Quarrying | $ | 6,693 | $ | 6,011 | $ | 18,469 | $ | 16,364 | |||||
| Manufacturing | 6,053 | 7,332 | 17,583 | 20,177 | |||||||||
| Retailing | 11,219 | 10,185 | 30,947 | 30,034 | |||||||||
| Cemeteries | 756 | — | 2,337 | — | |||||||||
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|
|
|
|
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| Total net revenues | 24,721 | 23,528 | 69,336 | 66,575 | |||||||||
| Gross Profit: | |||||||||||||
| Quarrying | 3,356 | 2,218 | 7,523 | 6,095 | |||||||||
| Manufacturing | 1,530 | 2,072 | 4,086 | 5,419 | |||||||||
| Retailing | 6,682 | 5,492 | 18,136 | 16,641 | |||||||||
| Cemeteries | 144 | — | 651 | — | |||||||||
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|
|
|
|
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| Total gross profit | 11,712 | 9,782 | 30,396 | 28,155 | |||||||||
| Selling, general and administrative expenses | |||||||||||||
| Quarrying | 1,162 | 458 | 2,831 | 2,053 | |||||||||
| Manufacturing | 1,185 | 1,282 | 3,533 | 4,094 | |||||||||
| Retailing | 5,666 | 5,048 | 16,257 | 15,589 | |||||||||
| Cemeteries | 348 | — | 732 | — | |||||||||
|
|
|
|
|
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| Total SG&A expenses | 8,361 | 6,788 | 23,353 | 21,736 | |||||||||
| Divisional operating income | |||||||||||||
| Quarrying | 2,194 | 1,760 | 4,692 | 4,042 | |||||||||
| Manufacturing | 345 | 790 | 553 | 1,325 | |||||||||
| Retailing | 1,016 | 444 | 1,879 | 1,052 | |||||||||
| Cemeteries | (204 | ) | — | (81 | ) | — | |||||||
|
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| Divisional operating income | 3,351 | 2,994 | 7,043 | 6,419 | |||||||||
| Unallocated corporate overhead | 808 | 572 | 2,592 | 2,208 | |||||||||
| Gain (loss) on sale of assets | 2,364 | — | 2,561 | — | |||||||||
| Earnings before interest and taxes | 179 | 2,422 | 1,890 | 4,211 | |||||||||
| Interest expense | 397 | 516 | 1,486 | 1,627 | |||||||||
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|
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| Income (loss) from operations | (218 | ) | 1,906 | 404 | 2,584 | ||||||||
| Income taxes | 815 | 551 | 1,029 | 709 | |||||||||
| Net income (loss) | $ | (1,033 | ) | $ | 1,355 | $ | (625 | ) | $ | 1,875 | |||
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| Per share information: | |||||||||||||
| Net income (loss)- Basic | $ | (0.14 | ) | $ | 0.18 | $ | (0.08 | ) | $ | 0.25 | |||
| Net income (loss) - Diluted | $ | (0.13 | ) | $ | 0.18 | $ | (0.08 | ) | $ | 0.25 | |||
| Weighted average number of common shares outstanding: | |||||||||||||
| Basic | 7,603 | 7,451 | 7,575 | 7,449 | |||||||||
| Diluted | 7,669 | 7,576 | 7,651 | 7,583 | |||||||||
ROCK OF AGES
CORPORATION
COMPARATIVE BALANCE SHEET
($ IN
THOUSANDS)
| |
September
30, 2001 |
December
31, 2000 |
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|---|---|---|---|---|---|---|---|---|---|
| |
(unaudited) | (audited) | |||||||
| ASSETS | |||||||||
| CURRENT ASSETS | |||||||||
| Cash & Cash Equivalents | $ | 1,977 | $ | 9,501 | |||||
| Trade Receivables | 20,923 | 15,487 | |||||||
| Inventories | 30,118 | 22,910 | |||||||
| Deferred Tax Assets | 576 | 576 | |||||||
| Other Current Assets | 3,569 | 3,535 | |||||||
| Current Assets to be Disposed of | 6,070 | — | |||||||
|
|
|
||||||||
| TOTAL CURRENT ASSETS | 63,233 | 52,009 | |||||||
| OTHER ASSETS | |||||||||
| C.S.V. Life Insurance | 1,065 | 1,599 | |||||||
| Goodwill | 31,807 | 36,083 | |||||||
| Prearranged Receivables | 12,801 | — | |||||||
| Other | 1,699 | 1,415 | |||||||
|
|
|
||||||||
| TOTAL OTHER ASSETS | 47,372 | 39,097 | |||||||
| FIXED ASSETS | |||||||||
| Property and Equipment | 74,774 | 74,551 | |||||||
| Less Accumulated Depreciation | 31,196 | 30,105 | |||||||
|
|
|
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| NET FIXED ASSETS | 43,578 | 44,446 | |||||||
|
|
|
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| TOTAL ASSETS | $ | 154,183 | $ | 135,552 | |||||
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| LIABILITIES AND EQUITY | |||||||||
| CURRENT LIABILITIES | |||||||||
| Borrowings under Line of Credit | $ | 5,599 | $ | 10,340 | |||||
| Current Portion LTD | 1,084 | 792 | |||||||
| Deferred Compensation Payable | 164 | 164 | |||||||
| Accounts Payable | 1,964 | 1,687 | |||||||
| Accrued Expenses | 4,411 | 3,430 | |||||||
| Income Taxes Payable | 216 | — | |||||||
| Customer Deposits | 8,326 | 6,721 | |||||||
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| TOTAL CURRENT LIABILITIES | 21,764 | 23,134 | |||||||
| Long-Term Debt, Excluding Current Portion | 17,317 | 18,527 | |||||||
| Deferred Compensation | 3,381 | 3,381 | |||||||
| Prearranged Deferred Revenue | 20,774 | — | |||||||
| Other Liabilities | 2,688 | 1,792 | |||||||
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| TOTAL LIABILITIES | 65,924 | 46,834 | |||||||
| STOCKHOLDERS' EQUITY | |||||||||
| Common Stock | 76 | 75 | |||||||
| Additional Paid In Capital | 68,504 | 67,996 | |||||||
| Retained Earnings | 20,415 | 21,041 | |||||||
| Cumulative Translation Adjustment | (736 | ) | (392 | ) | |||||
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| TOTAL EQUITY | 88,259 | 88,720 | |||||||
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| TOTAL LIABILITIES & EQUITY | $ | 154,183 | $ | 135,554 | |||||
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