-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SxT7RIkEf32Cj9yCmGD8RagToWFJ0CS+KSt8Ws4yXZik+xCH/kWSNZXVMIbJ9Znp Aj3szctRpmWtmq14eev10g== 0000950172-98-000791.txt : 19980817 0000950172-98-000791.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950172-98-000791 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCK OF AGES CORP CENTRAL INDEX KEY: 0000084581 STANDARD INDUSTRIAL CLASSIFICATION: CUT STONE & STONE PRODUCTS [3281] IRS NUMBER: 030153200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-29464 FILM NUMBER: 98688162 BUSINESS ADDRESS: STREET 1: 369 NORTH STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 BUSINESS PHONE: 6032258397 10-Q 1 UNITED STATES 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: 0-29464 ROCK OF AGES CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 03015320 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 772 Graniteville Road Graniteville, Vermont 05654 (Address of principal executive offices) (Zip Code) (802) 476-3121 (Registrant's telephone number, including area code) 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 than 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 ___ At August 5, 1998, 3,891,178 shares of Class A Common Stock, par value $0.01 per share, and 3,487,957 shares of Class B Common Stock, par value $0.01 per share, of Rock of Ages Corporation were outstanding. ROCK OF AGES CORPORATION INDEX Form 10-Q for the Quarterly Period Ended June 30, 1998 PART I FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheets - June 30, 1998 and December 31, 1997 Consolidated Statements of Operations - Three Months Ended and the Six Months Ended June 30, 1998 and 1997 Consolidated Statements of Cash Flows - Six Months Ended June 30, 1998 and 1997 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART II OTHER INFORMATION Item 2. Changes and Securities and Use of Proceeds Item 6. Exhibits and Reports on Form 8-K Signature PART I: FINANCIAL INFORMATION ITEM I: FINANCIAL STATEMENTS ROCK OF AGES CORPORATION CONSOLIDATED BALANCE SHEETS ($ in thousands) (Unaudited) June 30, December 31, 1998 1997 ----------- ------------ ASSETS Current assets: Cash and cash equivalents $ 3,961 8,637 Trade receivables, net 15,762 12,857 Due from affiliates 44 0 Inventories 20,435 16,104 Deferred tax assets 466 352 Other current assets 1,467 1,050 --------- --------- Total current assets 42,135 39,000 Property, plant and equipment, net 38,194 36,436 Cash surrender value of life insurance, net 1,182 1,176 Intangibles, net 19,679 15,596 Deferred tax assets 332 376 Investments in and advances to affiliated company 131 131 Other assets 502 422 --------- --------- Total assets $ 102,155 93,137 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Borrowings under lines of credit 1,583 1,328 Current installments of long-term debt 384 384 Trade payables 3,315 2,101 Accrued expenses 4,293 3,012 Due to related parties 55 Income taxes payable 1,247 234 Current portion of deferred income 200 400 Customer deposits 4,222 2,708 --------- --------- Total current liabilities 15,244 10,222 Long-term debt, excluding current installments 861 975 Deferred compensation 3,972 3,527 Accrued postretirement benefit cost 528 528 --------- --------- Total liabilities 20,605 15,252 Commitments Stockholder's equity: Preferred stock-$.01 par value; 2,500,000 shares authorized No shares issued or outstanding Common stock-Class A, $.01 par value; 30,000,000 shares authorized 3,884,540 and 3,800,641 shares issued and outstanding, respectively 39 38 Common stock-Class B, $.01 par value; 15,000,000 shares authorized 3,487,957 shares issued and outstanding 35 35 Additional paid-in capital 69,626 68,277 Retained earnings 12,018 9,662 Accumulated other comprehensive income (168) (127) --------- --------- Total stockholder's equity 81,550 77,885 --------- --------- Total liabilities and stockholder's equity $ 102,155 93,137 ========= ========= **SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. ROCK OF AGES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS ($ in thousands except per share amounts) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 ------- ------- ------- ------- Net Revenues: Quarrying $ 5,625 3,699 8,970 5,489 Manufacturing 13,443 8,876 24,029 15,278 Retailing 3,887 5,127 ------- ------- ------- ------- Total net revenues 22,955 12,575 38,126 20,767 Gross profit: Quarrying 2,791 1,402 3,650 1,565 Manufacturing 3,616 2,405 5,546 3,640 Retailing 2,193 2,942 ------- ------- ------- ------- Total gross profit 8,600 3,807 12,138 5,205 Selling, general and administrative expenses 4,493 2,089 8,542 4,328 ------- ------- ------- ------- Income from operations 4,107 1,718 3,596 877 Interest expense 73 400 131 866 ------- ------- ------- ------- Income before provision for income taxes 4,034 1,318 3,465 11 Income tax provision 1,247 322 1,109 3 ------- ------- ------- ------- Net Income $ 2,787 986 2,356 8 Net income per share $ 0.38 0.28 0.32 0.00 Net income per share - assuming dilution $ 0.35 0.23 0.29 0.00 Weighted average number of common shares outstanding 7,349 3,506 7,319 3,503 Weighted average number of common shares outstanding - assuming dilution 8,033 4,214 8,004 4,211 **SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ROCK OF AGES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in thousands) (Unaudited) Six Months Ended June 30, 1998 1997 ---- ---- Cash flows from operating activities: Net income $ 2,356 8 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 1,552 985 Increase in cash surrender value (6) (42) Loss (gain) on sale of property, plant and equipment 2 20 Deferred taxes (71) 7 Changes in assets and liabilities: Increase in trade receivables (2,044) (1,270) Increase in due to/from related parties (99) (1,319) Increase in inventories (2,546) (918) Increase in other assets (232) (430) Increase (decrease) in trade payables, accrued expenses and income taxes payable 2,492 (95) Increase in customer deposits 154 253 Increase in deferred compensation 90 62 Decrease in deferred income (200) (200) ------- ------- Net cash provided by (used in) operating activities 1,448 (2,940) Cash flows from investing activities: Purchases of property, plant and equipment (1,986) (1,590) Increase in investments in and advances to affiliated company (171) Acquisitions, net of cash acquired (4,272) 73 ------- ------- Net cash used in investing activities (6,528) (1,688) Cash flows from financing activities: Net borrowings under lines of credit 255 5,167 Principal payments on long-term debt (114) (1,049) ------- ------- Net cash provided by financing activities 141 4,118 Effect of exchange rate changes on cash (7) (62) ------- ------- Net decrease in cash and cash equivalents (4,676) (571) Cash and cash equivalents, beginning of period 8,637 763 Cash and cash equivalents, end of period $ 3,961 192 ======= ======= **SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ROCK OF AGES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and notes required by generally accepted accounting principles for complete financial statements are not included herein. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results that may be expected for a full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K (SEC File No. 333-33685, filed March 31, 1998). (2) Inventories ($ in thousands) Inventories consist of the following at (Unaudited) June 30, 1998 and December 31, 1997: June 30 December 31, 1998 1997 ---- ---- Raw materials $ 12,244 9,014 Work in-process 2,033 2,262 Finished goods and supplies 6,158 4,828 ------- ------- $ 20,435 16,104 ======== ======= (3) ProForma Information During the three months ended June 30, 1998, the Company acquired four retail monument companies having presence in Georgia, Iowa, Illinois, Minnesota, Nebraska, Ohio and South Dakota. The Company paid a total of $4,338,774 in cash and issued 83,899 shares of Class A Common Stock with a value at the time of the closings of $1,349,980 for the acquired companies. In addition, various employment, noncompetition and lease agreements were entered into. The acquisitions have been accounted for under the purchase method. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their respective fair market values, resulting in $4,272,000 of cost in excess of net assets acquired which has been allocated to intangible assets, primarily names and reputations. The following unaudited pro forma information has been prepared assuming that the acquisitions during 1997 and 1998 occurred at the beginning of the periods presented. The pro forma information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisitions had been made as of those dates. ($ in thousands except per share data) (Unaudited) Six Months Ended June 30, 1998 1997 -------- ------ Net revenues $ 40,930 38,798 Net income $ 1,869 1,327 Net income per share $ 0.25 0.38 Net income per share - assuming dilution 0.23 0.31 (4) Comprehensive Income The Company adopted the provisions of Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" on January 1, 1998. Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. This pronouncement requires that the accumulated total of other comprehensive income be shown as a separate component of stockholders' equity with additional disclosure of accumulated balances for each classification within other comprehensive income in addition to the reporting of total comprehensive income. Accumulated other comprehensive income, a component of stockholders' equity previously titled "cumulative translation adjustment", consists solely of foreign currency translation. The 1997 financial statements have been restated to reflect the income tax benefit related to other comprehensive income. The components of total comprehensive income are as follows: ($ in thousands except per share data) (Unaudited) Six Months Ended June 30, 1998 1997 ---- ---- Net income $ 2,356 8 Other comprehensive income, before tax (247) (61) Income tax provision related to other comprehensive income 79 17 -------- ------- Other comprehensive income, net of tax (168) (44) -------- ------- Comprehensive income 2,188 (36) ======== ======= (5) Accounting Standards "SOP 98-5, Reporting of Start-Up Activities", will be effective for periods beginning after December 15, 1998. Some or all of the acquisition costs of approximately $250,000, which are included in Intangibles, net on the balance sheet, may be considered start-up activities as defined by the SOP. Management has not yet determined when it will adopt the SOP or what the effect on the Company's financial statements will be. (6) Subsequent Event Subsequent to June 30, 1998, the Company acquired three additional retail monument companies for approximately $3,287,000 in cash and 6,638 shares of Class A Common Stock with a value of approximately $91,000. 10Q-98-2 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Rock of Ages Corporation (the "Company") is an integrated quarrier, manufacturer, distributor and retailer of granite and products manufactured from granite. The quarry division sells granite blocks both to the manufacturing division and to outside manufacturers, as well as to distributors in Europe and Japan. The manufacturing division's principal product is granite memorials used primarily in cemeteries, although it also manufactures some specialized granite products for industrial applications. The retail division primarily sells granite memorials to the general public. In June 1997, the Company acquired the successor to Keystone Memorials, Inc. ("Keystone") and in October 1997, acquired Childs & Childs Granite Company Inc. ("C&C"), granite memorial manufacturers in Elberton, Georgia. In connection with the Keystone and C&C acquisitions, the Company acquired Southern Mausoleums, Inc., which collectively are referred to as the "Acquired Manufacturing Operations". Also in connection with the Keystone and C&C acquisitions, the Company acquired three granite quarrying companies operating quarries located in Georgia, Pennsylvania, North Carolina, South Carolina and Oklahoma which are referred to as the "Acquired Quarrying Operations". In October 1997, the Company acquired the Keith Monument Company and related companies which are engaged in the retail sales of granite memorials to consumers in the State of Kentucky. In addition, during the three months ended June 30, 1998, the Company made four more acquisitions of retail monument companies, expanding the retail presence to locations in Georgia, Iowa, Illinois, Minnesota, Nebraska, Ohio and South Dakota (the "Acquired Retailing Operations"). The following table sets forth certain operations data as a percentage of net revenues with the exception of quarrying, manufacturing and retailing gross profit, which are shown as a percentage of their respective revenues. STATEMENT OF OPERATIONS DATA: Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 Net Revenues: Quarrying 24.5% 29.4% 23.5% 26.4% Manufacturing 58.6% 70.6% 63.0% 73.6% Retailing 16.9% 0.0% 13.5% 0.0% ----- ----- ----- ----- Total net revenues 100.0% 100.0% 100.0% 100.0% ----- ----- ----- ----- Gross Profit: Quarrying 49.6% 37.9% 40.7% 28.5% Manufacturing 26.9% 27.1% 23.1% 23.8% Retailing 56.4% 0.0% 57.4% 0.0% ----- ----- ----- ----- Total gross profit 37.5% 30.3% 31.8% 25.1% Selling, general & administrative expenses 19.6% 16.6% 22.4% 20.9% ----- ----- ----- ----- Income from operations 17.9% 13.7% 9.4% 4.2% Interest expense 0.3% 3.2% 0.3% 4.2% ----- ----- ----- ----- Income before provision for income taxes 17.6% 10.5% 9.1% 0.0% Provision for income taxes 5.5% 2.7% 2.9% 0.0% ----- ----- ----- ----- Net income 12.1% 7.8% 6.2% 0.0% ----- ----- ----- ----- THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997 Revenues for the three months ended June 30, 1998 increased 82.5% to $23.0 million from $12.6 million for the three months ended June 30, 1997. The quarrying division was responsible for $1.9 million of this increase, with the existing operations reporting an increase of $.4 million and $1.5 million was attributable to the Acquired Quarrying Operations. The manufacturing division reported an increase of $4.6 million, with the existing operations reporting an increase of $.7 million, and the Acquired Manufacturing Operations reporting $3.9 million of the increase. The Acquired Retail Operations contributed an increase of $3.9 million of revenues in the quarter. Gross profit for the three months ended June 30, 1998 increased 126.3% to $8.6 million from $3.8 million for the three months ended June 30, 1997. The gross profit percentage increased to 37.7% for the 1998 period from 30.3% for the 1997 period. This increase was primarily attributable to the introduction of the retailing activities which realize significantly higher margins. The quarrying gross profit increased $1.4 million to $2.8 million for the 1998 period from $1.4 million for the 1997 period. The quarrying gross profit percentage increased to 49.6% for the 1998 period from 37.9% for the 1997 period. The existing quarry operations gross profit increased $.6 million resulting from strong performance from the Barre and Bethel quarries. The Acquired Quarrying Operations gross profit increased $.8 million with continued strong results from the Salisbury and Pennsylvania quarries. The manufacturing gross profit increased $1.2 million to $3.6 million for the 1998 period from $2.4 million for the 1997 period. This increase was primarily attributable to the Acquired Manufacturing Operations. The manufacturing gross profit percentage decreased slightly to 26.9% for the 1998 period from 27.1% for the 1997 period. This decrease was the result of including the Acquired Manufacturing Operations as they operate with lower margin products. The Acquired Retailing Operations reported a $2.2 million gross profit and a 56.4% gross profit percentage for the 1998 period. These levels were adversely impacted by wet weather conditions experienced during the period which reduced the number of memorials set. Selling, general and administrative expenses ("SGA expenses") for the three months ended June 30,1998 increased 114.3% to $4.5 million from $2.1 million for the three months ended June 30, 1997. As a percentage of net revenues, SGA expenses for the 1998 period increased to 19.6% from 16.6% in the 1997 period. The Acquired Retailing Operations primarily contributed to these increases. In addition, professional services and insurance costs have increased resulting from the increased requirements of a public company. Interest expense for the three months ended June 30, 1998 decreased to $73,000 from $400,000 for the three months ended June 30, 1997. This decrease was the result of the retirement of all existing bank debt, with the exception of a revolving line of credit with the Royal Bank of Canada, with the net proceeds of the Company's initial public offering (the "IPO"). SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997 Revenues for the six month period ended June 30, 1998 increased 83.6% to $38.1 million from $20.8 million for the six months ended June 30, 1997. Quarrying revenues increased $3.5 million, of which $2.7 million was from Acquired Quarrying Operations. The remaining $.8 million increase was generated by existing quarrying operations. Manufacturing revenues increased $8.8 million primarily from Acquired Manufacturing Operations, with existing operations showing an increase of $694,000. The Acquired Retailing Operations contributed an increase of $5.1 million of revenues for the period. Gross profit for the six months ended June 30, 1998 increased 133.2% to $12.1 million from $5.2 million for the six months ended June 30, 1997. Quarrying gross profit increased $703,000 from existing operations and $1.4 million from Acquired Quarrying Operations for a total of $2.1 million. The quarry gross margin percentage increased to 40.7% for the 1998 period from 28.5% for the 1997 period. This was due to the inclusion of the Acquired Quarrying Operations plus higher productivity experienced at the existing quarrying operations. Manufacturing gross profit increased $1.9 million which was totally from Acquired Manufacturing Operations. The manufacturing gross margin percentage decreased to 23.1% for the 1998 period from 23.8% for the 1997 period. This decrease was the result of including the Acquired Manufacturing Operations as they operate with lower margin products. The Acquired Retailing Operations reported a $2.9 million gross profit for the 1998 six month period. The gross profit percentage for this segment was 57.4%, primarily due to wet weather conditions during the 1998 second quarter. Selling, general and administrative expenses for the six months ended June 30, 1998 increased 97.4% to $8.5 million from $4.3 million for the six months ended June 30, 1997. Existing operations accounted for $632,000 of the increase consisting of higher professional services and insurance costs plus a one time non-recurring pension charge. Acquired operations resulted in an increase of another $3.6 million. As a percentage of net revenues, selling, general and administrative expenses for the 1998 period increased to 22.4% from 20.9% for the 1997 period. Interest expense for the six months ended June 30, 1998 decreased to $131,000 from $866,000 for the six months ended June 30, 1997. Income taxes as a percent of earnings before taxes increased to 32.0% for the six months ended June 30, 1998 from 25.2% for the six months ended June 30, 1997. Projected earnings from the Acquired Retailing Operations is expected to result in a higher effective Federal tax rate in 1998. LIQUIDITY AND CAPITAL RESOURCES The Company considers liquidity to be adequate to meet its long and short-term cash requirements. Historically the Company has met these requirements primarily from cash generated by operating activities and periodic borrowings under commercial credit facilities. The Company's recent and pending acquisitions have increased its requirements for external sources of liquidity, and the Company anticipates that this trend will continue as it further implements its growth strategy. For the six months ended June 30, 1998, net cash provided by operating activities was $1.4 million. This was the result of an increase of current payables and accrued expenses of $2.5 million, net income of $2.4 million and non-cash expenses of $1.6 million offset by increases in trade receivables of $2.0 million and inventories of $2.5 million. Net cash used in investing activities was $6.3 million. This was the result of purchases of property, plant and equipment of $2.0 million and acquisition requirements of $4.3 million. Net cash provided by financing activities was $141,000. The Company has entered into a financing agreement with the CIT Group/Business Credit ("CIT"). The agreement provides for an acquisition term loan line of credit of $25 million and a revolving credit facility of another $25 million. As of June 30, 1998, both credit lines were unused and available. The interest rate under these credit lines as of such date was 8.00% based on a formula of prime less .50%. As of June 30, 1998, the Company also had $1.6 million outstanding and $.8 million available under a demand revolving line of credit with the Royal Bank of Canada. The interest rate on this facility as of such date was 7.25% based on a formula of Canadian prime plus .75%. The Company's primary need for capital will be to finance acquisitions as part of its growth strategy and to maintain and improve its manufacturing, quarrying and retailing facilities. The Company has $3.0 million budgeted for capital expenditures for its quarry and manufacturing facilities in 1998. The Company believes that the combination of cash flow from operations, its existing credit facilities, and cash on hand will be sufficient to fund its operations for at least the next twelve months. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company currently does not invest excess funds in derivative financial instruments or other market rate sensitive instruments for the purpose of managing its foreign currency exchange rate risk or for any other purpose. PART II: OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS USE OF PROCEEDS In 1997, the Company completed its IPO of 3,708,750 shares of Class A Common Stock at $18.50 per share of which Raymond James & Associates, Inc. was the managing underwriter. The net cash proceeds to the Company from the IPO after deducting the underwriting discount of $4.4 million, and offering expenses of $2.0 million, were $57.1 million. The net proceeds of the IPO have been applied as follows: C&C acquisition Cash purchase price $ 6.4 million Repayment of outstanding indebtedness $ 1.0 million Quarry companies and SMI Repayment of outstanding indebtedness $ 4.5 million Keith acquisition Cash purchase price $ 12.9 million Repayment of outstanding indebtedness $ 1.9 million Rock of Ages Corp. repayment of outstanding indebtedness $ 18.5 million Keystone acquisition repayment of outstanding indebtedness $ 2.6 million Payment of long-term pension obligation $ 1.5 million Working capital requirements $ 1.1 million Maumee Valley Acquisition $ 1.3 million Clark Memorials Acquisition $ .8 million Miller Bros. Acquisition $ .5 million Watertown Monument Acquisition $ 2.0 million Sioux Falls Acquisition $ 1.1 million Portage Acquisition $ 1.0 million Total $ 57.1 million ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Number Exhibits ------ -------- 3(i) Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997) 3(iii) By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997) 11 Statement re computation of per share earnings 27 Financial Data Schedule (b) Reports Submitted on Form 8-K: The Registrant did not file any reports on Form 8-K during the quarter ended June 30, 1998. SIGNATURE 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. ROCK OF AGES CORPORATION Dated: August 14, 1998 By: /s/ George R. Anderson ------------------------------- George R. Anderson Vice President, Chief Financial Officer and Treasurer Exhibit Index Exhibits - -------- 3(i) Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333- 33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997) 3(iii) By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997) 11 Statement re computation of per share earnings 27 Financial Data Schedule EX-11 2 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 Statement Regarding Computation of Net Earnings Per Share (Unaudited) Net income per share, or basic earnings per share, is computed by dividing earnings available for common shares by the weighted average number of common shares outstanding during each year. Net income per share assuming dilution, or diluted earnings per share, is computed by dividing earnings available for common shares by the weighted average number of common shares outstanding during each year, adjusted to include the additional number of common shares that would have been outstanding if the dilutive potential common shares had been issued. Potential common shares are not included in the diluted earnings per share calculations where the effect of their inclusion would be antidilutive. EX-27 3 FDS FOR 2ND QUARTER 1998
5 1,000 6-MOS DEC-31-1998 JUN-30-1998 3,961 0 15,762 2,418 20,435 42,135 67,070 28,876 102,155 15,244 0 74 0 0 81,476 102,155 38,126 38,126 25,988 25,988 8,542 0 131 3,465 1,109 2,356 0 0 0 2,356 .32 .29
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