-----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, Hhp3FRZjHjiq9J/J96sDl6at6OBAnhZR2lch2m4SgzcPb3OqIVXmatS8E+Ys8x6s SDNG8OeqtTP2R/XL1Lvw0Q== 0000950172-04-001826.txt : 20040730 0000950172-04-001826.hdr.sgml : 20040730 20040730091631 ACCESSION NUMBER: 0000950172-04-001826 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040729 ITEM INFORMATION: ITEM INFORMATION: Other events FILED AS OF DATE: 20040730 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29464 FILM NUMBER: 04940686 BUSINESS ADDRESS: STREET 1: 369 NORTH STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 BUSINESS PHONE: 6032258397 MAIL ADDRESS: STREET 1: 369 NO STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 8-K 1 bos312804.htm FORM 8-K 8-K




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

July 29, 2004
(Date of earliest event reported)  

ROCK OF AGES CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware 000-29464 03-0153200
(State or Other Jurisdiction
of Incorporation)		 (Commission
File No.) 		(IRS Employer
Identification No.)

772 Graniteville Road, Graniteville, Vermont 05654
(Address of Principal Executive Offices, Including Zip Code)

(802) 476-3121
(Registrant's telephone number, including area code)

 
(Former Name or Former Address, if Changed Since Last Report)




Item 5.      Other Events and Required FD Disclosure.


                On July 29, 2004, the Board of Directors of Rock of Ages Corporation declared a quarterly cash dividend of $.02 for each share of common stock, payable on September 15, 2004 to stockholders of record at the close of business on August 16, 2004.

Item 12.      Results of Operations and Financial Condition.


                On July 30, 2004, Rock of Ages Corporation issued a press release announcing its financial results for the fiscal quarter ended June 30, 2004. The press release is being furnished to the Securities and Exchange Commission pursuant to Item 12 of Form 8-K and is attached hereto as Exhibit 99.1. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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.

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 hereunto duly authorized.

    ROCK OF AGES CORPORATION

Date: July 30, 2004   By:  /s/  Michael Tule
       
    Michael Tule
    Vice President /
General Counsel

EX-99 2 rock99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 ROCK OF AGES [Logo Graphic Omitted] Rock of Ages Investor Contact: Company Contact: Neil G Berkman Kurt Swenson FOR IMMEDIATE RELEASE Berkman Associates Chairman & CEO (310) 277-5162 (603) 225-8397 info@BerkmanAssociates.com www.RockofAges.com -------------------------- ------------------ ROCK OF AGES REPORTS SECOND QUARTER AND FIRST HALF RESULTS CONCORD, NEW HAMPSHIRE, July 30, 2004 . . . Rock of Ages Corporation (NASDAQ/NMS:ROAC) today announced financial results for the second quarter and first half of 2004. Second Quarter and First Half Results For the three months ended July 3, 2004, revenue increased 7% to $28,034,000 from $26,109,000 for the second quarter of 2003. Gross profit increased 11%, and divisional operating income increased 33%. The net loss for this year's second quarter was $1,050,000, or $0.14 per share, which included $6,500,000 pre-tax for the adverse judgment in the Eurimex arbitration announced on June 10, 2004. For the second quarter of 2003, net income was $1,353,000, or $0.19 per diluted share, which included pre-tax legal expenses of $1,855,000 related to the Eurimex matter. For the six months ended July 3, 2004, revenue increased 13% to $40,196,000 from $35,681,000 for the first six months of 2003. Gross profit increased 23%, and divisional operating income increased to $3,100,000 from $189,000. The net loss for this year's first half was $4,475,000, or $0.62 per share, which included the Eurimex expenses mentioned above. This compares to a net loss for the same period last year of $3,528,000, or $0.49 per share, which included pre-tax Eurimex expenses of $2,441,000. Non-GAAP Financial Measures Management believes that the expenses associated with the Eurimex litigation are unusual, and that income excluding those expenses provides a better measure of Rock of Ages' operating performance for the quarter and year to date. Excluding the Eurimex expenses, income was $3,539,000, or $0.49 per diluted share, for the second quarter of 2004, and $114,000, or $0.01 per diluted share, for the first half of 2004. For the second quarter of 2003, income excluding Eurimex expenses was $2,652,000, or $0.37 per diluted share. For the first half of 2003, the net loss excluding Eurimex expenses was $1,819,000, or $0.25 per share. The following table reconciles net income (loss) to income (loss) excluding the expenses associated with the Eurimex lawsuit:
Three Months Ended Six Months Ended ---------------------- ----------------------- July 3, June 28, July 3, June 28, ($ In Thousands Except per Share Amounts) 2004 2003 2004 2003 --------- ---------- --------- ----------- Net income (loss) $(1,050) $ 1,353 $ (4,475) $(3,528) Eurimex expenses, net of taxes 4,589 1,299 4,589 1,709 --------- ---------- --------- ----------- Income (loss) excluding Eurimex expenses 3,539 2,652 114 (1,819) Per Share-Diluted ----------------- Net income (loss) (0.14) 0.19 (0.62) (0.49) Eurimex expenses, net of taxes 0.63 0.18 0.63 0.24 --------- ---------- --------- ----------- Net income (loss) excluding Eurimex expenses $ 0.49 $ 0.37 $ 0.01 $ (0.25)
Operations Review Noting that operating income increased for each of the Company's Divisions in the second quarter, Chairman and CEO Kurt Swenson said, "We are beginning to see the benefits we anticipated from our efforts over the past year to optimize the performance of each of our business units. With demand for our granites strong, the outlook is for continued solid performance by our Quarrying and Manufacturing Divisions for the rest of 2004. (more) Rock of Ages Reports Second Quarter and First Half Results July 30, 2004 Page Two "In our Retail Division, we are pleased by the $900,000 reduction in the operating loss for the first half, which puts us on track to eliminate the operating loss for 2004. Retail order backlog increased to about $13.5 million at the end of the second quarter from about $13 million at the same time last year. Rick Wrabel, who joined the company in May as President and COO of our Memorials Division (which includes manufacturing and retail), has begun making the changes necessary to focus our organization on market share gains by empowering our people to drive revenue and operating margin from the local level and partnering with funeral homes and cemeteries to sell our products. We also were pleased to announce the closing of our $3.5 million investment in FFS Holdings, Inc., the new parent company of Forethought Financial Services, Inc., a leading provider of pre-need insurance currently marketed through funeral homes and cemeteries. We see significant opportunities to market our memorials in cooperation with Forethought through its extensive customer base of funeral homes and cemeteries. These are encouraging developments, and we are increasingly optimistic improving execution will help us achieve the growth potential of our Retail Division." For the second quarter, Quarrying Division operating income increased 34% to $3,420,000 on a 16% increase in revenue to $9,455,000; Manufacturing Division operating income doubled to $1,080,000 on a 17% revenue gain to $6,323,000; and Retailing Division operating income increased 10% to $1,680,000 despite a slight decline in revenue to $12,256,000 from $12,551,000 last year. Dividend Declared The company also announced that its Board of Directors has declared a quarterly cash dividend of $0.02 per common share, payable on September 15, 2004 to shareholders of record on August 16, 2004. Conference Call Rock of Ages has scheduled a conference call at 11:00 a.m. ET. A live Webcast may be accessed from the Audio Presentations link at www.RockofAges.com/investor. A replay will be available at these same Internet addresses, or at (800) 633-8284, reservation #21202563. 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 Arbitration Reform Act of 1995. These statements are based on current expectations, estimates and projections about our business or expected events 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 events, results or outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including the following: our ability to successfully execute our strategy to expand our business through acquisitions, opening new stores and maintaining our relationships with independent retailers, 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 including, but not limited to, the risks discussed in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. 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) #3640
ROCK OF AGES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands Except per Share Amounts)(Unaudited) Three Months Ended Six Months Ended ---------------------------- --------------------------- July 3, June 28, July 3, June 28, Net revenue: 2004 2003 2004 2003 ----------- ---------- ---------- ---------- Quarrying $ 9,455 $ 8,158 $ 13,987 $ 11,014 Manufacturing 6,323 5,400 9,555 8,979 Retailing 12,256 12,551 16,654 15,688 ----------- ---------- ---------- ---------- Total net revenue 28,034 26,109 40,196 35,681 Gross profit: Quarrying 4,280 3,332 4,630 2,715 Manufacturing 2,032 1,443 2,676 2,316 Retailing 7,271 7,412 9,474 8,637 ----------- ---------- ---------- ---------- Total gross profit 13,583 12,187 16,780 13,668 Selling, general and administrative expenses Quarrying 860 773 1,702 1,517 Manufacturing 952 901 1,809 1,738 Retailing 5,591 5,881 10,169 10,224 ----------- ---------- ---------- ---------- Total SG&A expenses 7,403 7,555 13,680 13,479 Divisional operating income (loss) Quarrying 3,420 2,559 2,928 1,198 Manufacturing 1,080 542 867 578 Retailing 1,680 1,531 (695) (1,587) ----------- ---------- ---------- ---------- Divisional operating income 6,180 4,632 3,100 189 Unallocated corporate overhead 1,312 1,261 2,603 2,507 Adverse judgment and legal expenses 6,500 1,855 6,500 2,441 ----------- ---------- ---------- ---------- Income (loss) from continuing operations before interest and taxes (1,632) 1,516 (6,003) (4,759) Interest expense 125 161 261 310 ----------- ---------- ---------- ---------- Income (loss) from continuing operations before taxes (1,757) 1,355 (6,264) (5,069) Income tax expense (benefit) (721) 21 (1,841) (1,523) ----------- ---------- ---------- ---------- Income (loss) from continuing operations (1,036) 1,334 (4,423) (3,546) Discontinued operations, net of income taxes (14) 19 (52) 18 ----------- ---------- ---------- ---------- Net Income (loss) $ (1,050) $ 1,353 $ (4,475) $ (3,528) =========== ========== ========== ========== Per share information: Net Income (loss) per share -basic Income (loss) from continuing operations $ (0.14) $ 0.19 $ (0.61) $ (0.49) Discontinued operations (0.00) 0.00 (0.01) 0.00 ----------- ---------- ---------- ---------- Net Income (loss) per share - basic (0.14) 0.19 (0.62) (0.49) =========== ========== ========== ========== Net Income (loss) per share -diluted Income (loss) from continuing operations (0.14) 0.19 (0.61) (0.49) Discontinued operations (0.00) 0.00 (0.01) 0.00 ----------- ---------- ---------- ---------- Net Income (loss) per share - diluted $ (0.14) $ 0.19 $ (0.62) $ (0.49) =========== ========== ========== ========== Weighted average number of common shares outstanding - basic 7,281 7,175 7,247 7,181 Weighted average number of common shares outstanding - diluted 7,281 7,226 7,247 7,181
ROCK OF AGES CORPORATION COMPARATIVE BALANCE SHEET (US $ IN THOUSANDS)(Unaudited) July 3, December 31, ASSETS 2004 2003 ------------ -------------- CURRENT ASSETS: Cash & Cash Equivalents $ 3,488 $ 3,227 Trade Receivables, net 15,341 15,587 Inventories 21,906 21,152 Other Current Assets 7,901 10,261 Assets of Discontinued Operations - Held for sale 745 817 ------------ -------------- TOTAL CURRENT ASSETS 49,381 51,044 OTHER ASSETS C.S.V. Life Insurance 728 728 Other Intangibles 419 438 Deferred Tax Assets - Long Term 5,236 5,236 Intangible Pension Asset 904 904 Long-term Investments 4,151 501 Other 1,080 1,115 ------------ -------------- TOTAL OTHER ASSETS 12,518 8,922 FIXED ASSETS Property and Equipment 73,243 69,657 Less Accumulated Depreciation 28,710 27,162 ------------ -------------- NET FIXED ASSETS 44,533 42,495 ------------ -------------- TOTAL ASSETS $ 106,432 $ 102,461 ============ ============== LIABILITIES AND EQUITY CURRENT LIABILITIES Borrowings under Line of Credit $ -- $ 4,751 Current Portion LTD 30 38 Current Installments of Deferred Compensation 325 327 Accounts Payable 2,213 1,651 Accrued Expenses 3,925 4,312 Customer Deposits 9,565 7,104 Accrued Legal Settlement 6,500 -- Liabilities of Discontinued Operations -- 17 ------------ -------------- TOTAL CURRENT LIABILITIES 22,558 18,200 Long-Term Debt, Excluding Current Portion 16,280 12,794 Deferred Compensation 6,328 5,999 Accrued Pension Cost 1,530 1,491 Deferred tax liability 104 107 Other Liabilities 896 901 ------------ -------------- TOTAL LIABILITIES 47,592 39,492 STOCKHOLDERS' EQUITY Common Stock 74 72 Additional Paid In Capital 66,334 65,878 Retained Earnings (6,541) (2,067) Other Comprehensive Income (1,131) (914) ------------ -------------- TOTAL EQUITY 58,736 62,969 ------------ -------------- TOTAL LIABILITIES & EQUITY $ 106,432 $ 102,461 ============ ==============
-----END PRIVACY-ENHANCED MESSAGE-----