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SECURITIES AND EXCHANGE
COMMISSION FORM 8-K CURRENT REPORT April 29, 2003 ROCK OF AGES CORPORATION Delaware 0-29464 772 Graniteville Road, Graniteville, Vermont
05654 (Registrant's Telephone Number, Including Area
Code) (802) 476-3121 NONE
ROCK OF AGES CORPORATION FORM
8-K ITEM 5. OTHER
EVENTS. On April 29, 2003 the Registrant announced that members of
Local 4 of the United States Steelworkers Union employed in its Barre, Vermont
manufacturing plant rejected the Company's final settlement offer for a new
three-year contract and went on strike. All other union employees in the
Company's other two bargaining units, quarry workers represented by the
Steelworkers Union and plant workers represented by the Granite Cutters
Association, both ratified new three-year contracts with the Company. Top
company operating officers met with representatives of the striking
bargaining unit on April 28, 2003, and were not optimistic about the meeting.
The plant Steelworkers have established picket lines at the Company's Barre
plant and its quarries in Barre and Bethel, Vermont. The Company intends
to provide work to those union members who report to work and will take all
other appropriate steps to minimize the economic impact on the Company. The
striking plant Steelworkers represent only 4% of the Company's total North
American work force, 13% of the Company's total Vermont workforce and 17% of the
Company's union work force in Vermont. The foregoing is qualified in its
entirety by a press release dated April 29, 2003, a copy of which is attached
hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 7. FINANCIAL
STATEMENTS AND EXHIBITS. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL DISCLOSURES. - 2 - ROCK OF AGES
CORPORATION FORM
8-K
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its
charter)
(State or
Other Jurisdiction of
Incorporation)
(Commission File Number)
03-0153200
(I.R.S. Employer Identification
Number)
(Address of Principal Executive
Office)
(Zip Code)
(Former Name
or Former Address, if Changed Since Last Report)
(c)
Exhibits
Exhibit 99.1 - Press Release issued by Rock of Ages
Corporation on April 30, 2003.
Exhibit 99.2 - Press Release
issued by Rock of Ages Corporation on
April 29, 2003.
The following information is being furnished by Rock of
Ages Corporation as required by this Item 12and shall not be deemed to be
"filed" for purposes of Section 18 of the Securities and Exchange Act of
1934 nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
On April 30, 2003, Rock of Ages Corporation issued a press
release announcing results for the first quarter ended March 31, 2003. A
copy of this press release is attached hereto as Exhibit 99.1 and is
incorporated by reference.
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: April 30, 2003 |
By: /s/Kurt M. Swenson Chairman and Chief Executive Officer |
-3-
EXHIBIT INDEX
Exhibit Number | Description |
99.1 | Press Release issued by Rock of Ages Corporation on April 30, 2003. |
99.2 | Press Release issued by Rock of Ages Corporation on April 29, 2003. |
- 4 -
EXHIBIT 99.1
Rock of Ages FOR IMMEDIATE RELEASE |
Investor Contact: |
Company Contact:
|
Rock of Ages Reports First Quarter Results
Management Reiterates 2003 Earnings Guidance
CONCORD, NEW HAMPSHIRE, April 30, 2003 . . . ROCK OF AGES CORPORATION (NASDAQ/NMS:ROAC) today announced financial results for the first quarter of 2003.
For the three months ended March 31, 2003, revenue declined to $10,589,000 from $12,162,000 for the first quarter of 2002, primarily due to this year's unusually severe winter weather. The net loss was $4,881,000, or $0.68 per share on 7,186,000 basic and diluted shares outstanding. This compares to a net loss before the changes in accounting principles relating to goodwill impairmentand quarry inventory valuation for last year's first quarter of $3,725,000, or $0.47 per share on 7,847,000 basic and diluted shares outstanding. After the charges for changes in accounting principles of $28,710,000, the net loss for the first quarter of 2002 was $32,435,000, or $4.13 per share.
The number of shares outstanding declined because the Company repurchased 676,200 shares of its common stock between August 5, 2002 and January 6, 2003, collectively representing 8.7% of the shares outstanding as of March 31, 2002.
Operations Review
Manufacturing Division revenue rose to $3,579,000 from $3,419,000 last year, and operating income increased to $36,000 from a loss of $453,000. Crafting of the Atlantic and Pacific Memorial Arches for the World War II Memorial now under construction at the Mall in Washington, DC. contributed to these gains. Operating income for the Cemetery Division was $42,000 for the 2003 first quarter versus $68,000 last year on revenue of approximately $1,000,000 for both periods.
Quarry Division revenue declined to $2,897,000 from $4,220,000 last year, as this winter's unusually heavy snowfalls extended normal seasonal shut-downs by a number of weeks at several of the company's quarries. The division's operating loss was $1,989,000 versus operating income of $88,000 for last year's first quarter.
Chairman and Chief Executive Officer Kurt Swenson noted that the prolonged winter also affected traffic at the company's retail operations. "Although Retail Division revenue declined to $3,138,000 from $3,515,000 last year, the operating loss narrowed to $3,118,000 from $3,241,000. The reason is that gross margin improved by 600 basis points to 39%, and SG&A expenses declined slightly. These are encouraging signs that our retail management team is moving this business in the right direction. We remain confident that our retail operations will deliver a solid performance for the year," he said.
Management Reiterates 2003 Earnings Guidance
Swenson said that the Company continues to expect revenue for 2003 in the range of $94 million to $96 million and net income in the range of $0.65 to $0.70 per diluted share.
(more)
Rock of Ages
Reports First Quarter Results
April 30, 2003
Page Two
Conference Call
Rock of Ages has scheduled a conference call today at 11:00 AM ET. A live Webcast may be accessed from the Audio Presentations link at www.RockofAges.com/investor.A Webcast replay will be available after 1:00 PM ET at these same Internet addresses. For a telephone replay, dial (800) 633-8284, reservation #21142489, after 1:00 PM ET.
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.
Forward-Looking Statements
This press 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.
(tables attached)
ROCK OF AGES CORPORATION |
||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
||||
($ IN THOUSANDS EXCEPT PER SHARE AMOUNTS)(Unaudited) |
||||
|
|
|
|
|
|
Three Months Ended |
|||
|
March 31, |
|||
|
2003 |
|
2002 |
|
Net revenues: |
|
|
|
|
Quarrying |
$ 2,897 |
|
$ 4,220 |
|
Manufacturing |
3,579 |
|
3,419 |
|
Retailing |
3,138 |
|
3,515 |
|
Cemeteries |
975 |
|
1,008 |
|
|
|
|||
Total net revenues |
10,589 |
|
12,162 |
|
|
|
|
|
|
Gross profit: |
|
|
|
|
Quarrying |
(660 |
) |
839 |
|
Manufacturing |
873 |
|
317 |
|
Retailing |
1,224 |
|
1,157 |
|
Cemeteries |
392 |
|
407 |
|
|
|
|||
Total gross profit |
1,829 |
|
2,720 |
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
|
|
Quarrying |
1,329 |
|
751 |
|
Manufacturing |
837 |
|
770 |
|
Retailing |
4,342 |
|
4,398 |
|
Cemeteries |
350 |
|
339 |
|
|
|
|||
Total SG&A expenses |
6,858 |
|
6,258 |
|
|
|
|
|
|
Divisional operating income |
|
|
|
|
Quarrying |
(1,989 |
) |
88 |
|
Manufacturing |
36 |
|
(453 |
) |
Retailing |
(3,118 |
) |
(3,241 |
) |
Cemeteries |
42 |
|
68 |
|
|
|
|||
Divisional operating income |
(5,029 |
) |
(3,538 |
) |
|
|
|
|
|
Unallocated corporate overhead |
1,246 |
|
1,196 |
|
|
|
|
|
|
|
|
|||
Earnings before interest and taxes |
(6,275 |
) |
(4,734 |
) |
Interest expense |
149 |
|
175 |
|
|
|
|
|
|
|
|
|||
Income (Loss) from operations |
(6,424 |
) |
(4,909) |
|
Income tax (benefit) |
(1,543 |
) |
(1,184 |
) |
|
|
|||
|
|
|
|
|
Income (Loss) before change in accounting principle |
(4,881 |
) |
(3,725 |
) |
Cumulative effect in prior years of changes in accounting principles, net |
-- |
|
(28,710 |
) |
|
|
|||
|
|
|
|
|
Net Income |
$ (4,881 |
) |
$(32,435 |
) |
|
|
|||
|
|
|
|
|
Per share information: |
|
|
|
|
Net Income -basic |
|
|
|
|
Income before cumulative effects of changes in accounting principles |
$ (0.68 |
) |
$ (0.47 |
) |
Cumulative effect of change in accounting principle |
0.00 |
(3.66 |
) | |
|
|
|||
Net loss - basic |
$ (0.68 |
) |
$ (4.13 |
) |
|
|
|||
|
|
|
|
|
Net Income -diluted |
|
|
|
|
Income before cumulative effects of changes in accounting principles |
$ (0.68 |
) |
$ (0.47 |
) |
Cumulative effect of change in accounting principle |
0.00 |
|
(3.66 |
) |
|
|
|||
Net loss - diluted |
$ (0.68 |
) |
$ (4.13 |
) |
|
|
|||
|
|
|
|
|
Weighted average number of common shares outstanding - basic |
7,186 |
|
7,847 |
|
Weighted average number of common shares outstanding - diluted |
7,186 |
|
7,847 |
ROCK OF AGES CORPORATION |
|||||||||
COMPARATIVE BALANCE SHEET |
|||||||||
(US $ IN THOUSANDS) |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31, |
|
Dec. 31, |
|
|
|
|
|
|
|
2003 |
|
2002 |
ASSETS |
|
|
|
|
|
(unaudited) |
|
(audited) |
|
CURRENT ASSETS |
|
|
|
|
|
||||
Cash & Cash Equivalents |
|
|
|
$ 1,000 |
|
$ 6,185 |
|||
Trade Receivables |
|
|
|
|
13,385 |
|
17,671 |
||
Inventories |
|
|
|
|
|
23,076 |
|
21,654 |
|
Other Current Assets |
|
|
7,173 |
|
5,198 |
||||
TOTAL CURRENT ASSETS |
|
44,634 |
|
50,708 |
|||||
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
|
|
|
|
||
C.S.V. Life Insurance |
|
|
742 |
|
766 |
||||
Other Intangibles |
|
|
833 |
|
878 |
||||
Deferred Tax Assets - Long Term |
|
6,249 |
|
6,249 |
|||||
Prearranged Receivables |
|
14,040 |
|
14,013 |
|||||
Intangible Pension Asset |
|
1,136 |
|
1,136 |
|||||
Cemetery Property |
|
|
6,018 |
|
6,056 |
||||
Other |
|
|
|
2,193 |
|
2,106 |
|||
|
|
||||||||
TOTAL OTHER ASSETS |
|
|
31,212 |
|
31,204 |
||||
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS |
|
|
|
|
|
|
|
||
Property and Equipment |
|
70,671 |
|
69,328 |
|||||
Less Accumulated Depreciation |
26,332 |
|
25,406 |
||||||
|
|
||||||||
NET FIXED ASSETS |
44,339 |
43,921 |
|||||||
|
|
||||||||
TOTAL ASSETS |
$ 120,185 |
|
$ 125,834 |
||||||
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|||
CURRENT LIABILITIES |
|
|
|
|
|
|
|||
Borrowings under Line of Credit |
|
$ 4,854 |
|
$ 4,385 |
|||||
Current Portion LTD |
|
200 |
|
205 |
|||||
Deferred Compensation Payable |
|
326 |
|
324 |
|||||
Accounts Payable |
|
1,573 |
|
1,966 |
|||||
Accrued Expenses |
|
|
3,527 |
|
5,001 |
||||
Customer Deposits |
|
|
10,189 |
|
7,318 |
||||
|
|
||||||||
TOTAL CURRENT LIABILITIES |
20,669 |
|
19,200 |
||||||
|
|
|
|
|
|
|
|
|
|
Long-Term Debt, Excluding Current Portion |
12,819 |
|
12,832 |
||||||
Deferred Compensation |
|
4,704 |
|
4,649 |
|||||
Prearranged Deferred Revenue |
|
21,661 |
|
21,845 |
|||||
Accrued Pension Cost |
|
2,716 |
|
2,691 |
|||||
Other Liabilities |
|
|
2,076 |
|
1,970 |
||||
|
|
||||||||
TOTAL LIABILITIES |
|
64,645 |
|
63,188 |
|||||
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|||
Common Stock |
|
|
72 |
|
77 |
||||
Additional Paid In Capital |
|
65,904 |
|
68,574 |
|||||
Retained Earnings |
|
(8,323) |
|
(3,442) |
|||||
Cumulative Translation Adjustment |
(2,113) |
(2,563) |
|||||||
|
|
||||||||
TOTAL EQUITY |
55,540 |
62,645 |
|||||||
|
|
||||||||
TOTAL LIABILITIES & EQUITY |
$ 120,185 |
$ 125,834 |
|||||||
|
|
||||||||
Exhibit 99.2
Rock of Ages FOR IMMEDIATE RELEASE |
Investor
Contact: |
Company
Contact:
|
Rock of Ages Announces Strike at Vermont Plant
CONCORD, NEW HAMPSHIRE, April 29, 2003 . . . ROCK OF AGES CORPORATION (NASDAQ/NMS:ROAC) today announced that members of Local 4 of the United States Steelworkers Union employed in its Barre, Vermont manufacturing plant, one of three bargaining units representing its Vermont employees, rejected the Company's final settlement offer for a new three-year contract over the weekend and went on strike yesterday. All other union employees in the Company's two other bargaining units in Barre, quarry workers represented by the Steelworkers Union and employees in the Barre plant represented by the Granite Cutters Association, both ratified new three-year contracts with the Company.
Michael B. Tule, Vice President and General Counsel, said the terms of the proposed contract rejected by the plant Steelworkers were the same in all material respects as those accepted by the other two bargaining units. Top Company operating officers met with representatives of the striking bargaining unit for almost three hours yesterday. Tule said these officers were not optimistic as a result of the meeting.
The plant Steelworkers have established picket lines at the Company's Barre plant and its quarries in Barre and Bethel, Vermont. The Company intends to provide work to those union members who report to work, and to take all other appropriate steps as may be required to minimize the economic impact of the strike on the Company and on the very large number of Company employees outside of the striking bargaining unit. The striking plant Steelworkers represent only 4% of the Company's total North American work force, 13% of the Company's total Vermont workforce, and 17% of the Company's union work force in Vermont.
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.
Forward-Looking Statements
This press 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.