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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997.
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from __________ to __________.
Commission File No. 333-33685
ROCK OF AGES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 030153200
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
772 GRANITEVILLE ROAD 05654
GRANITEVILLE, VERMONT (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (802) 476-3121
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Class A Common Stock, par value $0.01
(Title of Class)
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 |_|
Indicated by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
On March 25, 1998, the aggregate market value of the
voting stock (including Class B Common Stock which is
convertible on a share-for-share basis into Class A Common
Stock) held by non-affiliates of the registrant was $72,611,810.
As of March 25, 1998, there were outstanding 3,800,641 shares of
the registrant's Class A Common Stock, $0.01 par value, and
3,487,957 shares of the registrant's Class B Common Stock, $0.01
par value.
TABLE OF CONTENTS PAGE
PART I
ITEM 1. BUSINESS..........................................................3
ITEM 2. PROPERTIES.......................................................11
ITEM 3. LEGAL PROCEEDINGS................................................13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS..........13
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS..............................................14
ITEM 6. SELECTED FINANCIAL DATA..........................................17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS............................................18
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.......................23
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.........................................23
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.................................24
ITEM 11. EXECUTIVE COMPENSATION...........................................26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...30
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..................32
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K..35
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULE...............................................36
SIGNATURES.......................................................66
PART I
ITEM 1. BUSINESS
GENERAL
Rock of Ages Corporation ("Rock of Ages" or the "Company")
was founded in 1885 and is an integrated granite quarrier, manufacturer and
distributor whose principal product is granite memorials used primarily in
cemeteries. The Company believes that it is the largest quarrier,
manufacturer and distributor of finished granite memorials and granite
blocks for memorial use in North America, based on revenues. The Company
owns and operates 13 active quarry properties and 12 manufacturing and
sawing facilities in North America, principally in Vermont, Georgia and the
Province of Quebec. The Company markets and distributes its memorials on a
wholesale basis to approximately 2,124 independent memorial retailers in
the United States and Canada, including approximately 495 independent
authorized Rock of Ages retailers that are the primary outlet for the
Company's branded memorials. The Company's memorials are marketed under the
names Rock of Ages Sealmark and Colorcraft, as well as several private
labels. The Company believes the Rock of Ages trademark is one of the
oldest and best known brand names in the granite memorialization industry.
The Company actively promotes the brand name Rock of Ages and places a seal
bearing the Rock of Ages name on its top of the line branded memorials
which are warranted by a full perpetual warranty running both to the
consumer and to the cemetery where it is located.
The Company estimates that 80% or more of all granite
memorials manufactured in North America are made in one of four regions:
Barre, Vermont; Beebe, Quebec; Elberton, Georgia, and an area encompassing
Milbank, South Dakota, Cold Spring, Minnesota, and Wassau, Wisconsin known
in the industry as the "Northwest". The Company has achieved its leading
position in the granite memorial business over its more than 100 year
history primarily through acquisitions of quarries with high quality
memorial grade granite and of major granite memorial manufacturers,
principally in three of these four regions. In 1990, the Company acquired
quarry properties in the Elberton, Georgia region with a view toward
expanding its manufacturing operations to the Elberton region. While Rock
of Ages had been the largest quarrier and manufacturer in the Barre,
Vermont and Beebe, Quebec regions for some years prior to 1995, its market
share of the Barre region output of manufactured granite memorials was less
than 15%. The Company increased its market share of granite memorials
manufactured in Barre, Vermont through the acquisition on December 31, 1995
of Lawson Granite Company and Anderson-Friberg Company, each based in
Barre. These acquisitions expanded the Company's manufacturing capacity and
distribution base, and broadened its granite memorial product line to
include more non-branded granite memorials at lower price points. In 1996,
the Company acquired Adru Granite in Beebe, Quebec.
1997 ACQUISITION ACTIVITY AND INITIAL PUBLIC OFFERING
In June 1997, the Company acquired the successor to Keystone
Memorials, Inc. ("Keystone"), the largest granite memorial manufacturer in
Elberton, Georgia (the "Keystone Acquisition"), which included Keystone's
50% ownership interest in (i) Southern Mausoleums, Inc., a manufacturer of
granite mausoleums in Elberton, Georgia ("SMI"), and (ii) three granite
quarrying companies operating six granite quarries located in Georgia,
Pennsylvania, North Carolina, South Carolina and Oklahoma (collectively,
the "Quarry Companies"). In connection with the Keystone Acquisition, the
Company issued 263,441 shares of Class B Common Stock, par value $.01 per
share, of Rock of Ages ("Class B Common Stock") and assumed $2.7 million of
indebtedness of Keystone.
In June 1997, the Company entered into a definitive agreement
to acquire, and on October 24, 1997, concurrently with the consummation of
the Company's initial public offering (the "IPO"), acquired, Childs &
Childs Granite Company, Inc. and a related company ("C&C," and, together
with the Quarry Companies, SMI and Keystone, the "Elberton Companies"),
which the Company believes is the second largest manufacturer of granite
memorials in Elberton, Georgia, and the remaining 50% of the Quarry
Companies and SMI owned by the stockholders of C&C (the "C&C Acquisition"
and, together with the Keystone Acquisition, the "Elberton Acquisitions").
The Elberton Acquisitions established the Company as the largest granite
memorial manufacturer in Elberton, Georgia, which is the largest granite
producing area in North America, and gave the Company a substantially broader
product line and enhanced distribution capabilities in the southern United
States.
Having established itself as the leading producer in three of
the four regions where granite memorials are manufactured, the Company, in
July 1997, entered into a definitive agreement to acquire, and on October
24, 1997, concurrently with the consummation of the IPO, acquired (the
"Keith Acquisition" and, together with the Elberton Acquisitions, the
"Acquisitions") substantially all of the assets and liabilities of Keith
Monument Co. and its affiliated companies (collectively, "Keith Monument"),
marking the Company's first significant entry into memorial retailing.
Keith Monument, founded in 1867, has been an authorized Rock of Ages
retailer for more than 50 years. The Company believes that Keith Monument
is one of the largest retailers of granite memorials in the United States.
John E. Keith, a principal owner and the president of Keith Monument with
over thirty years of experience in granite memorial retailing, heads the
Company's retail sales operations.
As noted above, in October 1997, concurrently with the closing
of the C&C and Keith Monument acquisitions, the Company completed its IPO,
which resulted in approximately $57,000,000 in net proceeds to the Company.
See Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources."
GROWTH STRATEGY
The Company seeks to expand the scope and profitability of its
operations through a growth strategy that focuses on forward vertical
integration into retailing, thereby enabling the Company to move closer to
the ultimate customer. The principal elements of the growth strategy
include the following:
o Forward Vertical Integration into Retail. The Company
anticipates that it will actively acquire independent
granite memorial retailers in selected markets in North
America in order to develop an integrated network of
owned Rock of Ages retailers, thereby capturing higher
margins that have historically existed at the retail
level.
o Increased Sales at Wholesale. The Company will seek to
increase sales to independent retailers that are current
customers and to expand its independent retailer customer
base. During the last two years, principally through
acquisitions of quarriers and manufacturers, the Company
has increased the number of independent retailers to
which it sells its products from approximately 495 in
1995 to approximately 2,124 in 1997. The Elberton
Acquisitions give the Company what it believes to be the
most extensive product line in the industry.
o Strategic Alliances with Funeral Homes and Cemeteries.
The Company anticipates that it will pursue strategic
alliances with funeral home and cemetery owners,
including consolidators, to supply granite memorials to
or through them, in order to increase both pre-need and
at-need sales of granite memorials.
o Pre-Need Selling Program. The Company intends to initiate
an active pre-need selling program for granite memorials
at its owned retail locations and to assist its
independently owned Rock of Ages retailers in developing
similar programs. Currently, less than 10% of granite
memorials are sold pre-need.
o Brand Enhancement. The Company believes that the Rock of
Ages brand is one of the best known brand names in the
memorial industry. The Company anticipates that it will,
as a part of building its integrated network of owned
retailers, significantly increase promotion and
advertising expenditures on the Rock of Ages brand and
other proprietary brands sold at its owned retail
outlets.
o Selected Acquisitions of Quarriers and Manufacturers.
While the Company owns or controls many of the highest
quality memorial grade granite quarries in North America,
the Company will continue to explore the possibility of
acquiring selected memorial grade granite quarriers and
manufacturers in North America and internationally
to assure that it will continue to have the colors and
grades of granites sought by retail purchasers of granite
memorials in North America.
o Other Product Line Enhancements. The Company intends to
continue to expand and enhance its memorial product lines
in color, design and style. The Company's objective is to
provide a full range of granite memorials encompassing
all price points.
RECENT PROPOSED ACQUISITIONS
In February 17, 1998, the Company announced that it had entered
into separate letters of intent to acquire a number of unrelated private
companies engaged in the business of retailing granite memorials in
regions previously targeted by the Company. The companies have seventeen
sales locations in five states, and had aggregate sales in 1997 of
approximately $11 million. The aggregate purchase price for the companies
will be approximately $8.4 million, comprised of approximately $1.6
million in cash, $4.8 million of indebtedness to be assumed and/or paid
by the Company and shares of Class A Common Stock having a market value
of approximately $2.0 million as of the closing dates. One of the
transactions will include a contingent cash payout based on the
achievement of certain targeted earnings at that particular retailer.
The transactions are not conditioned upon one another, and are
expected to close shortly after the end of the first quarter. However, in
each case consummation of the acquisition is subject to various
conditions, including the negotiation and execution of definitive
agreements. Accordingly, there can be no assurance as to the completion
of the proposed transactions.
PRODUCTS
The Company's principal products may be classified into two general
product lines: quarry products and manufactured products. Both product
lines rely on natural granite as it comes from the ground with the
primary difference being the extent of the processing or manufacturing of
the granite.
Quarry Products. The principal quarry product sold by the Company
is granite blocks, the raw material of the dimension granite industry.
These blocks are extracted from quarries in various sizes through a
drilling, blasting and wire sawing process in the quarry. The range of
block sizes is large, but most manufacturers of granite memorials and
other products generally require minimum dimensions of height, width and
length to maximize the efficiency of their block sawing equipment in
meeting the required dimensions of the finished product. Granite blocks
are normally sold in heights from 2'6" to 5', widths of 3' to 5', and
lengths from 7' to 10'. These blocks weigh from 20 to 30 tons.
Granite differs from deposit to deposit by color, grade and/or
quality. Rock of Ages owns, quarries and sells blocks of (i) gray
granites from its Barre, Vermont, Elberton, Georgia, and Stanstead,
Quebec quarries, (ii) black granite from its American Black quarry in
Pennsylvania, (iii) pink granites from its Laurentian Pink quarry in
Quebec and its Salisbury Pink quarry in North Carolina, (iv) white
granite from its Bethel White quarry in Vermont, (v) brownish red granite
from its Autumn Rose quarry in Oklahoma, and (vi) grayish pink granites
from its Kershaw and Coral Gray quarries in South Carolina.
The Company sells granite blocks for memorial, building and other
uses. While each of the quarries owned by the Company sells granite for
memorial use and for building use, the output of the Bethel White quarry
and the Salisbury Pink quarry are primarily sold and used for building
granite use outside North America and the output of the other quarries is
primarily used for memorial use in North America. The Company has entered
into two exclusive supply agreements with Eurimex, a societe anonyme of
Luxembourg ("Eurimex"), whereby the Company appointed Eurimex as its
exclusive distributor outside of North America, as specified in each
agreement of Bethel White granite and of Salisbury Pink granite, in each
case for a term of six years.
Granite blocks sold by the Company in North America are sold by a
quarry sales force. The Company markets and advertises granite blocks in
various trade publications and by attending various trade shows in North
America. Outside of North America, the Company generally relies on
independent distributors who buy blocks from the Company and resell them.
This includes Rock of Ages Asia, a 50% Company owned corporation that
markets blocks in Japan.
Other quarry products include waste pieces not of a shape or size
suitable for manufacturing which are sold for rip rap for embankments,
bridge or other piers, and for other uses. In various quarries, the
Company has arrangements with crusher operators who operate on or near
the Company's quarries and sell crushed stone. The revenues and profits
of these operations are not material. The Company has no marketing and
advertising programs for these other quarry products.
Manufactured Products. The principal manufactured product of Rock
of Ages is granite memorials, which are sold to retailers of granite
memorials, including Company owned outlets, and substantially all of
which are placed in cemeteries in remembrance of the life of a person or
persons. The memorials sold by the Company encompass a wide range of
granites, including granite blocks purchased from others, as well as a
wide range of sizes, styles, shapes and price points ranging from small,
inexpensive markers set flush to the ground to very elaborate and
expensive personal mausoleums of larger sizes. The broad classifications
of granite memorials used by the industry are generally markers, hickeys,
slants, standard uprights, estate uprights, pre-assembled mausoleums and
conventional mausoleums. From time to time memorial retailers or others
order granite products such as benches, steps and other products that may
or may not be for cemetery use. These are classified by the Company as
memorial sales.
The Company is widely recognized for the very personalized granite
memorials it produces and the very large memorials it can produce. It has
made memorials as large as thirty-five feet in length from one block of
granite and a full size granite replica of a Mercedes Benz automobile.
The Company's granite memorials are sold to retailers by the
Company's memorial sales force which regularly speaks with customers by
phone and makes personal visits to customers. The Company provides
various point of sale materials to its authorized Rock of Ages dealers.
The Company also advertises in various trade publications.
The Company also manufactures certain precision granite products,
which are made along with memorials at one of the Company's Barre,
Vermont plants. These products include surface plates, machine bases,
coordinate measuring devices, and other products manufactured to exacting
dimensions. The products are sold to the manufacturers of precision
measuring devices or end users. Precision products are sold by a
precision products sales force which phones or visits customers. The
Company does little or no advertising of its precision products.
Retail. The Company's newly acquired retail operations market and
sell granite memorials directly to consumers or to funeral homes and
cemeteries. The Company currently operates 17 retail outlets in the State
of Kentucky. The granite memorials sold at retail also vary widely and
are of the same types as those manufactured by the Company. The Company's
retail operations utilize a retail sales force which markets and sells
memorials through phone calls and direct meetings with customers in their
homes, and at retail sales offices. The Company advertises and promotes
retail sales through direct mail material, yellow page listings and
newspaper advertising.
MANUFACTURING AND RAW MATERIALS
The Company quarries and manufactures granite in the United States
and Canada at the locations detailed in Item 2. "Properties." The Company
is currently consolidating its manufacturing operations in Elberton,
Georgia acquired in 1997 with a view to improving their profitability. In
1997, the Company completed additions to its manufacturing plants in
Barre, Vermont. In addition, the Company has acquired new equipment for,
and moved equipment it previously owned to, certain quarries which were
acquired in 1997. See Item 1. "Business - 1997 Acquisition Activity and
Initial Public Offering." Management believes that the Company's
manufacturing and quarrying capacity is generally sufficient to meet
anticipated production requirements for the foreseeable future. However,
the demand by manufacturers of granite outside the Company for granite
from the Company's Pennsylvania Black and Salisbury Pink quarries exceeds
current supply. While the Company is investing in equipment for these
quarries to increase output, the extent of the actual demand beyond
current output levels cannot be determined by the Company at this time,
and, accordingly the Company cannot predict whether it will be able to
meet future demand for granite from these quarries.
The most significant raw material used by the Company in its
manufacturing operations is granite blocks primarily from the Company's
quarries. The Company has an adequate supply from its quarries to supply
its manufacturing operations. The Company also purchases certain colors
of granite, primarily red and black, from other quarriers. The Company
believes there is an adequate supply of memorial granite available from
its quarries and quarries owned by others for the foreseeable future.
Other significant raw materials used by the Company include
industrial diamond segments for saw blades and wires, drill steel, drill
bits, and abrasives. There are a number of sources for these raw
materials at competitive prices.
The Company had manufacturing backlogs of $15,322,000 as of
December 31, 1997 and $13,479,000 as of December 31, 1996. These backlogs
occurred in the normal course of business. The Company does not have a
material backlog in its quarrying operations.
The Company does not normally maintain a significant inventory of
finished manufactured products in anticipation of future orders.
Approximately 75% of the Company's orders are delivered within two to
twelve weeks, as is customary in the granite memorial industry. The
Company does accumulate inventory of granite blocks from September
through December in preparation for the winter months when its northern
quarries are inactive. During the winter months, the Company offers a
special payment plan to granite block customers ordering in December by
giving 90-day payment terms. Additionally, any orders for granite
memorials placed after September 1st but before February 1st may receive
special payment terms allowing payment on the following June 1st. The
Company is entitled to make delivery at its discretion no later than
April of the following year.
The Company has entered into a Supply and Distribution Agreement
with Missouri Red Quarries, Inc., the owner of Keystone immediately prior
to the Keystone Acquisition ("Missouri Red"), and G. Thomas Oglesby, Jr.,
who controls Missouri Red (the "Missouri Red Supply Agreement"), and a
Supply and Distribution Agreement with Keystone Granite Company, Inc., an
affiliate of Missouri Red ("KGCI"), and Missouri Red (the "Keystone
Supply Agreement", and, together with the Missouri Red Supply Agreement,
the "Supply Agreements"). Under the Missouri Red Supply Agreement,
Missouri Red has agreed, for a 20-year term, to supply the Company at
specified prices with the Company's requirements of Missouri Red granite
blocks for memorial use, and has appointed the Company as its exclusive
distributor to buy and sell all grades of Missouri Red granite for
memorial use in the specified territory. The Company has agreed to
purchase certain minimum annual amounts of Missouri Red granite blocks,
and such supply arrangements are exclusive for memorial use so long as
the Company purchases certain minimum amounts of Missouri Red granite
blocks within specified periods of time, provided that in any event the
Company has a first priority to purchase all monumental grade Missouri
Red granite quarried by Missouri Red during the term of the Missouri Red
Supply Agreement. The terms of the Keystone Supply Agreement are
substantially similar to the Missouri Red Supply Agreement, including the
20-year term, except that the Keystone Supply Agreement applies to KGCI
granite blocks, any other granite blocks quarried at the KGCI quarries
and Topaz granite blocks (collectively, "Topaz"), and the Company has
agreed to purchase all monumental grade Topaz produced by KGCI during the
term of the Keystone Supply Agreement. Should the Company fail to
purchase the specified minimum quantity of Topaz, then KGCI has the right
to sell to others subject to the Company's right to supply priority.
Pursuant to the Supply Agreements, the Company has a right of refusal
with respect to any sale of the quarries, land, buildings or equipment,
or the stock of, Missouri Red or KGCI outside the Oglesby family. The
Company also has a mutual supply agreement (the "Dakota Agreement") with
Dakota Granite Company ("Dakota Granite"), whereby Dakota Granite has
agreed to supply the Company with its requirements for Dakota Mahogany
blocks, slabs and finished monuments, and the Company has agreed to
supply Dakota Granite with its requirements for Barre Gray blocks, slabs
and finished monuments, and each party has agreed to purchase such
requirements exclusively from the other. The Dakota Agreement is
terminable by either party upon 180-days prior notice.
RESEARCH AND DEVELOPMENT
The Company does not have a research and development department for
any of its products. The Company regularly conducts market research, as
well as research on new product designs and on equipment to improve the
Company's technology. These activities are not separately accounted for
as research, and the Company had no expenditures classified for financial
reporting purposes as research in 1995, 1996 or 1997.
INFORMATION SYSTEMS
The Rock of Ages Barre and Canadian information systems include the
use of stand-alone personal computers and two mid-range servers. The US
information system uses an IBM AS400 upgraded to a RISC based model 400
as its primary server with PC's and terminals attached. The Canadian
system uses a Sun 3000 server, also with terminals and PC's attached.
Both locations have a number of stand-alone PC workstations used for
administrative and production purposes.
The programs on the mid-range servers are both written in-house and
purchased. They include a customized order entry program, accounts
payable, accounts receivable and sales, production tracking and costing,
payroll, purchasing, and a number of sales and marketing inquiry
programs. The servers also include software that allow for local and
remote access by users of personal computers. The Company is in the
process of redesigning the order entry program and user interface screens
and expects to integrate the Canadian operation in the order tracking and
costing system run in the US operation in 1998. The Company also expects
that in 1998 or 1999 it will connect certain retail customers to the host
system to allow them access to intercompany e-mail, order status, order
entry, and order history.
The manufacturing and quarrying operations and retail operations
acquired in 1997 all operate on computer systems utilizing the same
industry software package provided by an outside supplier. It is expected
these systems will remain in place for most of 1998 while the Barre and
Canada systems are fully integrated and upgraded. The Barre host system
will then be integrated with the systems of the Elberton Companies and
the Keith Monuments beginning in the last quarter of 1998. The Company
has an information manager reporting to the CFO as well as an information
manager in the memorials division.
Management believes that all material computer systems used by the
Company have been or will be made "2000 compatible" and expects no
extraordinary expenses to assure that compatibility.
COMPETITION
The granite memorial industry is highly competitive. The Company
competes with other granite quarriers and manufacturers in the sale of
granite blocks on the basis of price, color, quality, geographic
proximity, service, design availability and availability of supply. All
of the Company's colors of granite are subject to competition from
granite blocks of similar color supplied by quarriers located throughout
the world. There are approximately 140 manufacturers of granite memorials
in North America. There are also manufacturers of granite memorials in
India, South Africa, China and Portugal that sell finished memorials in
North America. The Company competes based upon price, breadth of product
line and design availability as well as production capabilities and
delivery options. The Company's quarrying and manufacturing competitors
include both domestic and international companies, some of which may have
greater financial, technical, manufacturing, marketing and other
resources than the Company. Additionally, foreign competitors of the
Company may have access to lower cost labor and better commercial
deposits of memorial grade granite, and may be subject to less
restrictive regulatory requirements than the Company. Companies in South
Africa, India, China and Portugal also manufacture and export finished
granite memorials into North America.
The competition for retail sales of granite memorials is also
intense and is based on price, quality, service, design availability and
breadth of product line. Competitors include funeral home and cemetery
owners, including consolidators, which have greater financial resources
than the Company, as well as approximately 3,000 independent retailers of
granite memorials located outside of cemeteries and funeral homes.
PATENTS, TRADEMARKS AND LICENSES
The Company holds a number of domestic and foreign patents,
trademarks and copyrights, including the original registered trademark
"Rock of Ages" which the Company first registered in 1913. The Company
believes the loss of a single patent, trademark or copyright, other than
the "Rock of Ages" trademark, would not have a material adverse effect on
the Company's business, financial condition or results of operations.
EMPLOYEES
As of December 31, 1997, the Company had approximately 790
employees.
SEASONALITY
Historically, the Company's operations have experienced certain
seasonal patterns. Generally, the Company's net sales are highest in the
third quarter and lowest in the first quarter of each year due primarily
to weather. See Item 7. "Management's Discussion and Analysis of
Financial Conditions and Results of Operations - Seasonality."
REGULATION AND ENVIRONMENTAL COMPLIANCE
The Company's quarry and manufacturing operations are subject to
substantial regulation by federal and state governmental statutes and
agencies, including OSHA, the Mine Safety and Health Administration and
similar state and Canadian authorities. The Company's operations are also
subject to extensive laws, and regulations administered by the EPA and
similar state and Canadian authorities for the protection of the
environment, including but not limited to those relating to air and water
quality, and solid and hazardous waste handling and disposal. These laws
and regulations may require parties to fund remedial action or to pay
damages regardless of fault. Environmental laws and regulations may also
impose liability with respect to divested or terminated operations even
if the operations were divested or terminated many years ago. In
addition, current and future environmental or occupational health and
safety laws, regulations or regulatory interpretations may require
significant expenditures for compliance which could require the Company
to modify its operations. The Company cannot predict the effect of such
laws, regulations or regulatory interpretations on its business,
financial condition or results of operations. The Company expects to be
able to continue to comply, in all material respects, with existing laws
and regulations.
FORWARD LOOKING STATEMENTS
Certain of the information contained in this Annual Report on Form
10-K, including without limitation statements made under this Part I,
Item 1 - "Business" and Part II, Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations" which are not
historical facts, may include "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). In reviewing such information, it should be kept in
mind that the Company's actual results may differ materially from those
set forth in such forward-looking statements.
Factors and assumptions that could generally cause the Company's
actual results to differ materially from those included in the
forward-looking statements made herein include, without limitation, the
Company's ability to develop and introduce new products, the effects of
general economic conditions in the United States or abroad, the
sufficiency of the Company's production capacity to meet future demand
for its products, the Company's ability to keep pace with the
technological standards in its industry and the Company's ability to
continue to penetrate and develop new distribution channels for its
products. Other factors and assumptions not identified above were also
involved in the derivation of the forward-looking statements contained in
this Annual Report on Form 10-K, and the failure of such other
assumptions to be realized, as well as other factors, may also cause
actual results to differ materially from those projected. The Company
assumes no obligation to update these forward-looking statements to
reflect actual results or changes in factors or assumptions affecting
such forward-looking statements.
ITEM 2. PROPERTIES
The Company owns the following quarry, manufacturing and retail sales
properties:
PROPERTY FUNCTION
VERMONT
Barre
Quarry Properties
E. L. Smith Quarry Quarrying of dimensional Barre
Gray granite blocks
Adam-Pirie Quarry Quarrying of dimensional Barre
Gray granite blocks
Manufacturing Properties
Associated Saw Plant Slabbing of granite blocks
Rock of Ages Manufacturing Plant Manufacturing of memorials
Press Roll Production Plant Manufacturing of granite press
rolls
Rock of Ages Saw Plant #1 Slabbing of granite blocks
Lawson Production Plant Slabbing of granite blocks and
memorials production facility
Bethel
Quarry Properties
Bethel Quarry Quarrying of dimensional
Bethel White granite blocks
GEORGIA
Madison County
Quarry Properties Quarrying of dimensional Royalty
Royalty/Berkeley Quarries Blue and Berkeley Blue granite
blocks
Oglethorpe County
Caprice Quarry Quarrying of dimensional Caprice
Blue blocks
Millstone Quarry Quarrying of dimensional Millstone
Gray
Elberton
Manufacturing Properties
Southern Mausoleum Plant Manufacturing of memorials
Keystone Memorials Plant Manufacturing of memorials
Keywest Plant Manufacturing of memorials
Childs & Childs Plant Manufacturing of memorials
CANADA
Stanstead, Quebec
Quarry Properties Quarrying of dimensional Stanstead
Stanstead Quarry Gray granite blocks
Guenette, Quebec
Quarry Properties Quarrying of dimensional
Laurentian Quarry Laurentian Rose granite blocks
Beebe Plain, Quebec
Manufacturing Properties
Rock of Ages Manufacturing Plant Manufacturing of memorials
Adru Manufacturing Plant Manufacturing of memorials
PENNSYLVANIA
St. Peters
Quarry Properties
American Black Quarry Quarrying of dimensional black
granite blocks
Manufacturing Properties
Saw Plant Slabbing of granite blocks
NORTH CAROLINA
Salisbury
Quarry Properties Quarrying of dimensional Salisbury
Salisbury Pink Quarry Pink granite blocks
Manufacturing Properties Manufacturing of flush and granite
Carolina Plant under bronze markers
OKLAHOMA
Mill Creek
Quarry Properties Quarrying of dimensional Autumn
Autumn Rose Quarry Rose granite blocks
SOUTH CAROLINA
Kershaw County
Quarry Properties
Kershaw Quarry Quarrying of dimensional
Kershaw granite blocks
Lancaster County
Quarry Properties
Coral Gray Quarry Quarrying of dimensional Coral
Gray granite blocks
KENTUCKY
Various Counties 17 owned or leased retail
outlets and a sandblast
facility
The following table sets forth certain information relating to
the Company's quarry properties. Each of the quarries listed below: (i)
is owned by the Company (other than the Kershaw quarry, which is leased
with 40 years remaining on the lease); (ii) is an open-pit quarry; (iii)
contains granite that is suitable for extraction as dimension granite for
memorial or other use; (iv) is serviced by electricity provided by local
utility companies (other than the Bethel quarry which is serviced by
internal generators); and (v) has adequate and modern extraction and
other equipment. The Company presently has no exploration plans in place.
TOTAL
APPROXIMATE ORIGINAL NET
DATE COST NET SALEABLE SALEABLE
OF MEANS OF RECOVERABLE RECOVERABLE
COMMENCEMENT PRIOR OWNER OF EACH RESERVES(1) RESERVES
QUARRY OF OPERATIONS (DATE ACQUIRED) ACCESS PROPERTY (CUBIC FEET) (YEARS)(2)
------ ------------- --------------- ------ -------- ------------ ----------
E.L. Smith 1880 E.L. Smith Quarry Co. Paved $ 7,562,676 2,460,000,000 4,920
(1948) road
Adam-Pirie 1880 J.K. Pirie Quarry Paved $ 4,211,363 985,000,000 6,560
(1955) road
Bethel 1900 Woodbury Granite Dirt $ 174,024 76,665,000 383
Company, Inc. (1957) road
Royalty/Berkeley 1923 Coggins Granite (1991) Paved $ 2,794,500 6,695,000 67
road
Millstone 1985 Coggins Granite (1991) Paved $ 1,195,900 5,663,000 56
road
Caprice 1968 Caprice Blue Quarry Paved $ 0 No estimate No
Inc.(1997) road estimate
Stanstead 1920 Brodies Limited and Paved $ 505,453 32,670,000 217
Stanstead Granite road
Company
(1960)
urentian 1944 Brodies Limited (1960) Paved $ 860,115 3,920,000 52
road
American Black 1973 Pennsylvania Granite Paved $ 2,900,000 14,701,000 98
Inc. road
(1997)
Salisbury 1918 Pennsylvania Granite Paved $ 3,886,592 19,602,000 87
Inc. road
(1997)
Autumn Rose 1969 Autumn Rose Quarry Inc. Paved $ 200,000 735,000 21
(1997) road
Kershaw 1955 Pennsylvania Granite Paved $ 200,000 635,000 22
Inc. road
(1997)
Coral Gray 1955 Pennsylvania Granite Paved $ 200,000 No estimate No
Inc. road estimate
(1997)
-----------
(1) Net saleable reserves are based on internal Company estimates,
except for the reserves for the E.L. Smith, Adam-Pirie and Bethel
quarries, which are based on independent assessments by CA Rich
Consultants, Inc.
(2) Based on internal Company estimates using current production
levels.
The estimates of saleable reserves of the Company are based on
historical quarry operations, workable reserves in the existing quarries
and immediately adjacent areas, current work force sizes and current
demand. While quarry operations decrease the granite deposits, the size of
the granite deposits in which the Company's quarries are located are large
and extend well beyond existing working quarry perimeters. The Company has
historically expanded quarry perimeters or opened other quarries in the
deposit as necessary to utilize reserves and the Company has adequate
acreage for expansions as and when necessary. Most of the Company's
quarries have operating histories dating back 50 or more years. The Company
has no reason to believe that it will deplete its granite reserves at any
time in the foreseeable future.
Dimension granite is not considered a valuable mineral or commodity
such as gold, nor is it traded on any commodities exchange. The prices
charged by the Company to third parties for granite blocks depend on the
characteristics of (such as color) and costs to quarry each granite block.
The price per cubic foot currently charged by the Company for its granite
blocks is generally comparable to other granite suppliers and typically
does not exceed $30.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to legal proceedings that arise from time to
time in the ordinary course of its business. While the outcome of these
proceedings cannot be predicted with certainty, management does not expect
these matters to have a material adverse effect on the Company.
The Company carries insurance with coverages that it believes to be
customary in its industry. Although there can be no assurance that such
insurance will be sufficient to protect the Company against all
contingencies, management believes that its insurance protection is
reasonable in view of the nature and scope of the Company's operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Except for certain matters submitted to a vote of the Company's
security holders in connection with the Reorganization prior to the IPO
(See Item 13 -- "Certain Relationships and Related Transactions"), no
matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Class A Common Stock, $.01 par value per share (the
"Class A Common Stock" and together with the Class B Common Stock, the
"Common Stock"), is traded on the Nasdaq National Market ("NASDAQ") under
the symbol "ROAC." There is currently no established public trading market
for the Class B Common Stock. The Class A Common Stock commenced public
trading on October 21, 1997. For the period October 21, 1997 through
December 31, 1997, the high and low per share sales prices for the Class A
Common Stock were $21 3/4 and $15, respectively. As of March 25, 1998,
there were approximately 124 record holders of Class A Common Stock based
upon data provided by the transfer agent for the Class A Common Stock.
The Company has not declared or paid, and does not anticipate paying,
cash dividends in the foreseeable future, but intends to retain any future
earnings for reinvestment in its business. Any future determination to pay
cash dividends will be at the discretion of the Board of Directors and will
be dependent upon the Company's financial condition, results of operations,
capital requirements, contractual restrictions and such other factors as
the Board of Directors deems relevant.
RECENT SALES OF UNREGISTERED SECURITIES
During fiscal 1997, in connection with the Acquisitions and the
reorganization, the Company made the following sales of its securities that
were not registered under the Securities Act of 1933, as amended (the
"Securities Act") in reliance on exemptions discussed below.
1. As of June 27, 1997, Rock of Ages Quarries, Inc., a predecessor of
the Company ("ROAQ"), and Royalty Granite Corporation, a wholly owned
subsidiary of the Company, entered into an Agreement and Plan of
Reorganization (the "Keystone Agreement") with KSGM, Inc. ("KSGM") and
Missouri Red pursuant to which, effective June 28, 1997, KSGM was merged
with and into Rock of Ages Corporation, a Vermont corporation and the
immediate predecessor of the Company ("ROA Vermont"), and all outstanding
shares of capital stock of KSGM were converted into 526,882 shares (263,441
shares after giving effect to the 1-for-2 reverse stock split pursuant to
the merger of ROA Vermont with and into the Company as described in 5.
below) of common stock of ROA Vermont, which shares were issued to Missouri
Red, as the sole stockholder of KSGM (the "Keystone Merger Shares"). The
issuance of the Keystone Merger Shares was not registered under the
Securities Act in reliance on the exemption provided by Section 4(2)
thereof as a transaction by an issuer not involving any public offering in
that (i) the Keystone Merger Shares were issued to a single entity
(Missouri Red) that, at the time of entering into the Keystone Agreement,
represented to the Company that it was an "accredited investor" and that it
was acquiring the Keystone Merger Shares solely for investment for its own
account and not with a view toward the resale or distribution thereof, (ii)
at that time the Company provided written disclosure to Missouri Red
stating, and Missouri Red acknowledged, that the Keystone Merger Shares
were not registered under the Act and would be subject to certain
restrictions on transfer, (iii) the Company placed a restricted share
legend to such effect on the certificates representing the Keystone Merger
Shares and (iv) the Company did not engage in any general solicitation or
advertising in connection with entering into the Keystone Agreement.
2. As of June 27, 1997, ROAQ entered into a Stock Purchase Agreement
with Robert Otis Childs, Jr., Robert Otis Childs, III, and Timothy Carroll
Childs (the "C&C Agreement"), pursuant to which, effective October 24,
1997, the Company issued to Robert Otis Childs, III, 10,810 shares of Class
A Common Stock (the "Childs Shares") as a portion of the consideration
payable in connection with the C&C Acquisition. The issuance of the Childs
Shares was not registered under the Securities Act in reliance on the
exemption provided by Section 4(2) thereof as a transaction by an issuer
not involving any public offering in that (i) the Childs shares were issued
to a single investor who, at the time of entering into the C&C Agreement,
represented to the Company that he was an "accredited investor" and that he
would be acquiring the Childs Shares solely for investment for his own
account and not with a view toward the resale or distribution thereof, (ii)
at that time the Company provided written disclosure to Robert Otis Childs,
III stating, and Robert Otis Childs, III acknowledged, that the Childs
Shares would not be registered under the Act and would be subject to
certain restrictions on transfer, (iii) the Company placed a restricted
share legend to such effect on the certificate(s) representing the Childs
Shares and (iv) the Company did not engage in any general solicitation or
advertising in connection with entering into the C&C Agreement.
3. Effective June 27, 1997, Rock of Ages Corporation, a Vermont
corporation and a wholly owned subsidiary of ROAQ, merged with and into
ROAQ and ROAQ changed its name to Rock of Ages Corporation. In connection
therewith, each outstanding share of Class A Common Stock of ROAQ was
converted into 72.8347276 shares of Common Stock ("ROAQ Shares") of ROAQ
(which as noted above, in connection with the merger changed its name to
Rock of Ages Corporation). The ROAQ Shares were not registered under the
Securities Act in reliance on the exemption provided by Section 3(a)(9)
thereof with respect to securities exchanged by the issuer with its
existing security-holders exclusively in that only the shares of Class A
Common Stock held by existing shareholders of ROAQ were converted into and
exchanged for Common Stock and no commission or other remuneration was paid
or given directly or indirectly in connection with such exchange of shares.
4. As of July 30, 1997, ROA Vermont entered into an Asset Purchase
Agreement with Keith Monument (the "Keith Agreement"), pursuant to which
the Company issued to Keith Monument, effective October 24, 1997, 81,081
shares of Class A Common Stock (the "Keith Monument Shares") as a portion
of the consideration payable in connection with the Keith Acquisition. The
issuance of the Keith Monument Shares was not registered under the
Securities Act in reliance on the exemption provided by Section 4(2)
thereof as a transaction by an issuer not involving any public offering in
that (i) the Keith Monument Shares were issued to a single entity (Keith
Monument Corporation) that at the time of entering into the Keith Agreement
represented to the Company that it was an "accredited investor" and that it
would be acquiring the Keith Monument Shares solely for investment for its
own account and not with a view toward the resale or distribution thereof,
(ii) at that time the Company provided written disclosure to Keith Monument
Corporation stating, and Keith Monument Corporation acknowledged, that the
Keith Monument Shares would not be registered under the Act and would be
subject to certain restrictions on transfer, (iii) the Company placed a
restricted share legend to such effect on the certificate(s) representing
the Keith Monument Shares and (iv) the Company did not engage in any
general solicitation or advertising in connection with entering into the
Keith Agreement.
5. Effective August 12, 1997, ROA Vermont became a Delaware
corporation pursuant to a reincorporation merger (the "Reincorporation
Merger"). In the Reincorporation Merger, each outstanding share of ROA
Vermont was converted into one half of one share of Class B Common Stock of
the Company. In connection therewith, an aggregate of 3,763,441 shares of
Class B Common Stock of the Company were issued (the "Reincorporation
Merger Shares"). The issuance of the Reincorporation Merger Shares was not
registered under the Securities Act in reliance on the exemption provided
by Section 4(2) thereof as a transaction by an issuer not involving any
public offering in that (i) the Reincorporation Merger Shares were issued
to two entities (Swenson Granite Company, Inc. and Missouri Red) that
represented to the Company that they were "accredited investors" and were
acquiring the Reincorporation Merger Shares solely for investment for their
own accounts and not with a view toward the resale or distribution thereof,
(ii) the Company provided written disclosure to such entities stating, and
such entities acknowledged, that the Reincorporation Merger Shares would
not be registered under the Act and would be subject to certain
restrictions on transfer, (iii) the Company placed a restricted share
legend to such effect on the certificates representing the Reincorporation
Merger Shares and (iv) the Company did not engage in any general
solicitation or advertising in connection with the issuance of the
Reincorporation Merger Shares pursuant to the Reincorporation Merger.
6. On August 13, 1997, the Company entered into an Agreement and Plan
of Merger and Reorganization with Swenson Granite Company, Inc. ("Swenson
Granite"), Kurt M. Swenson and Kevin C. Swenson (the "Swenson Merger
Agreement"), pursuant to which effective October 24, 1998 the outstanding
shares of Swenson Granite were converted into an aggregate of 3,500,000
shares of Class B Common Stock (using an exchange ratio of 1,618.123 shares
of Class B Common Stock for each share of Swenson common stock) of the
Company (the "Reorganization Merger Shares"). The issuance of the
Reorganization Merger Shares were not registered under the Securities Act
in reliance on the exemption provided by Section 4(2) thereof as a
transaction by an issuer not involving any public offering in that (i) the
Reorganization Merger Shares were issued to less than thirty-five
shareholders of Swenson Granite who, in order to receive such shares were
required by the terms of the Swenson Merger Agreement to represent to the
Company that (A) they were "accredited investors" or engaged a "purchaser
representative" to act on their behalf, (B) they acquired the
Reorganization Merger Shares for investment only and not with a view to any
public distribution thereof, (C) they understood that the Reorganization
Merger Shares were not registered under the Act and are subject to certain
restrictions on transfer, and (D) if they are not an "accredited investor,"
they, either alone or together with their purchaser representative, have
such knowledge and experience in financial and business matters that they
are capable of evaluating the merits and risks of an investment in the
Reorganization Merger Shares, (ii) the Company placed a restricted share
legend on the certificates representing the Reorganization Merger Shares,
(iii) the Company did not engage in any general solicitation or advertising
in connection with entering into the Swenson Merger Agreement and (iv) the
issuance of the Reorganization Merger Shares otherwise complied with Rule
506 under the Securities Act.
USE OF IPO PROCEEDS
In the fourth quarter, the Company completed its IPO of 3,708,750
shares of Class A Common Stock. 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. See Item 7.
"Management's Discussion and Analysis of Financial Conditions and Results
of Operations - Liquidity and Capital Resources - Capital Resources."
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated historical financial data presented below
under the captions "Statement of Operations Data" and "Balance Sheet Data"
for and as of the end of each of the years in the five-year period ended
December 31, 1997 are derived from the consolidated financial statements of
the Company, which financial statements have been audited by KPMG Peat
Marwick LLP, independent certified public accountants. The following
selected consolidated financial data should be read in conjunction with
Item 7 "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and the Consolidated Financial Statements of the
Company, including the notes thereto, referred to in Item 8.
YEAR ENDED DECEMBER 31,
1993 1994 1995 1996 1997
----- ---- ---- ---- ----
STATEMENT OF OPERATIONS DATA: (U.S. $ IN THOUSANDS, EXCEPT PER SHARE DATA)
Net revenues:
Quarrying $13,522 $16,889 $15,295 $12,083 $14,090
Manufacturing 17,485 17,299 17,793 32,586 38,336
Retailing 1,781
Total net revenues 31,007 34,188 33,088 44,669 54,207
Gross Profit:
Quarrying 4,294 6,044 6,104 5,158 5,606
Manufacturing 2,489 4,050 4,345 8,248 9,302
Retailing 1,198
Total gross profit 6,783 10,094 10,449 13,406 16,106
Selling, general and administrative
expenses 6,851 6,049 6,453 9,131 11,036
Income (loss) from operations (68) 4,045 3,996 4,275 5,070
Interest expense 1,505 1,653 1,678 1,723 1,576
Other expenses 2,376 564
Income(loss) before provision(benefit)
for income taxes (3,949) 2,392 1,754 2,552 3,494
Provision (benefit) for income taxes (311) 577 358 643 849
Net income (loss) ($3,638) 1,815 $ 1,396 $ 1,909 $ 2,645
======== ======= ======== ======= =======
Net income (loss) per share (0.96) 0.52 0.40 0.55 0.62
Net income (loss) per share
assuming dilution (0.96) 0.46 0.35 0.45 0.53
Weighted average number of shares
outstanding 3,500 3,500 3,500 3,500 4,290
Weighted average number of shares
outstanding assuming dilution 3,500 3,908 4,027 4,208 4,997
AS OF DECEMBER 31,
1993 1994 1995 1996 1997
----- ---- ---- ---- ----
BALANCE SHEET DATA:
Cash and cash equivalents $92 $394 $1,995 $763 $8,637
Working capital 7,605 13,668 13,691 13,286 28,998
Total assets 37,179 42,529 48,101 47,995 93,137
Long-term debt, net of current
maturities 13,162 16,655 14,657 13,054 975
Stockholders equity 8,849 10,686 15,479 17,371 77,844
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Rock of Ages, founded in 1885, is an integrated quarrier,
manufacturer, distributor and retailer of granite and products manufactured
from granite. The quarry division sells granite 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 Company owns
and operates 13 active quarry properties and 12 manufacturing and sawing
facilities in North America, principally in Vermont, Georgia, and the
Province of Quebec. The Company markets and distributes its memorials on a
wholesale basis to approximately 2,124 independent memorial retailers in
the United States and Canada, including approximately 495 independent
authorized Rock of Ages retailers that are the primary outlet for the
Company's branded memorials. The Company recently acquired one of the
largest of its authorized independent retailers, which provides the Company
with 17 owned retail outlets and marked the Company's first significant
entry into retailing. The Company's memorials are marketed under the names
of Rock of Ages Sealmark and Colorcraft, as well as several private labels.
The Company believes that the Rock of Ages trademark is one of the oldest
and best known brand names in the granite memorialization industry.
Prior to 1996, the Company's quarrying and manufacturing operations
were concentrated in Vermont and Quebec, and its manufacturing division
produced primarily high-end branded memorials that were distributed to a
relatively small percentage of the independent memorial retailers in North
America. During the past two years, the Company has, principally through
acquisitions has (See Item 1 "Business - General and 1997 Acquisition
Activity and Initial Public Offering") begun to implement a strategy that
involves: (i) significantly expanding the breadth of its product offerings
to include memorials covering all price points and major color varieties;
(ii) increasing its distribution base; and (iii) vertically integrating
forward into the retail distribution channel in order to move closer to the
ultimate memorial customer. As a result, the Company has increased
manufacturing revenues from $17.8 million in 1995 to $38.3 million in 1997,
and increased its distribution base from 495 independent retailers in 1995
to approximately 2,124 in 1997, including 17 Company-owned outlets.
The Company's primary means of implementing its growth strategy to
date has been through acquisitions, beginning with the acquisitions on
December 31, 1995 of Lawson Granite Company and Anderson-Friberg Company,
each based in Barre, Vermont. These acquisitions helped expand the
Company's manufacturing capacity and distribution base, while also
broadening its granite memorial product line to include more non-branded
granite memorials at lower price points than the Company's then-existing
product line. In addition, the Company has recently taken further steps to
implement its growth strategy through (i) the Keystone Acquisition,
pursuant to which the Company acquired on June 30, 1997 the largest granite
memorial manufacturer in Elberton, Georgia, and (ii) the C&C Acquisition,
pursuant to which the Company acquired on October 24, 1997 what the Company
believes is the second-largest granite memorial manufacturer in Elberton.
The Elberton Acquisitions will establish the Company as the largest granite
memorial manufacturer in Elberton, Georgia, which is the largest granite
producing area in North America and will give the Company a substantially
broader product line, greater manufacturing capacity and enhanced
distribution capabilities in the southern United States.
In connection with the Keystone and C&C acquisitions, the Company
also acquired (i) Southern Mausoleums, Inc., a manufacturer of granite
mausoleums in Elberton, Georgia; and (ii) three granite quarrying companies
operating six granite quarries located in Georgia, Pennsylvania, North
Carolina, South Carolina and Oklahoma.
The Company's first significant entry into memorial retailing was
initiated on October 24, 1997, when the Company acquired Keith Monument.
Keith Monument, founded in 1867, has been an authorized Rock of Ages
retailer for more than 50 years. The Company believes that Keith Monument
is one of the largest retailers of granite memorials in the United States.
John E. Keith, a principal owner and the president of Keith Monument with
over 30 years of experience in granite memorial retailing, heads the
Company's retailing operations. Mr. Keith will participate in overseeing
the implementation of the Company's strategy to significantly expand its
retail operations both through other acquisitions of retailers and by
pursuing strategic alliances with funeral home and cemetery owners,
including consolidators.
The Company records revenues from manufacturing, quarrying and
retailing. Manufacturing revenues are recorded when the finished product is
shipped from Company facilities to an outside customer. The granite
quarried by the Company is sold both to outside customers and used by the
Company's manufacturing division.
During 1997, 76.0% of the granite quarried by the Company was sold to
outside customers. The Company records revenue and gross profit related to
the sale of granite sold to an outside customer when the granite is shipped
from the Company's quarry. The Company does not record a sale, nor does the
Company record gross profit, at the time granite is transferred to the
Company's manufacturing division. The Company records revenue and gross
profit related to internally transferred granite only after the granite is
manufactured into a finished product and sold to an outside customer.
Retailing revenues are recorded when the finished monument is placed in the
cemetery.
The following table sets forth certain historical statement of
operations data as a percentage of net revenues with the exception of
manufacturing gross profit and quarrying gross profit, which are shown as a
percentage of manufacturing revenues and quarrying revenues, respectively.
YEAR ENDED DECEMBER 31,
1995 1996 1997
----- ---- ----
STATEMENT OF OPERATIONS DATA:
Net Revenues
Quarrying 46.2% 27.1% 26.0%
Manufacturing 53.8% 72.9% 70.7%
Retailing 0.0% 0.0% 3.3%
Total net revenues 100.0% 100.0% 100.0%
Gross Profit:
Quarrying 39.9% 42.7% 39.8%
Manufacturing 24.4% 25.3% 24.3%
Retailing 0.0% 0.0% 67.3%
Total gross profit 31.6% 30.0% 29.7%
Selling, general and administrative
expenses 19.5% 20.4% 20.3%
Income from operations 12.1% 9.6% 9.4%
Interest Expense 5.1% 3.9% 2.9%
Other Expenses 1.7% 0.0% 0.0%
Income before provision for income taxes 5.3% 5.7% 6.5%
Provision for income taxes 1.1% 1.4% 1.6%
Net income 4.2% 4.3% 4.9%
===== ==== ====
YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996.
Revenues for the fiscal year ended December 31, 1997 increased 21.4%
to $54.2 million from $44.7 million for the year ended December 31, 1996.
Quarrying revenues increased $2.0 million, of which $1.3 million was from
existing quarry operations due to stronger monumental markets and increased
exports to Japan. The remaining $671,000 increase was generated by acquired
quarry operations. Manufacturing revenues increased $5.7 million primarily
from the acquired operations in Elberton, Georgia, with existing operations
showing a modest increase of $285,000. The Company's retail operations,
consisting of Keith Monument which was acquired in October, 1997, accounted
for $1.8 million in revenues.
Gross profit for 1997 increased 20.1% to $16.1 million from $13.4
million in 1996. Quarrying gross profit increased $357,000 from existing
operations and $91,000 from acquired operations for a total of $448,000.
The quarry gross margin percentage fell from 42.7% in 1996 to 39.8% in
1997. This was the result of increased sales volumes from lower margin
products. In addition, the acquired quarry operations reported a gross
profit percentage of 13.6% for 1997. The acquired operations were included
for the months of November and December which are normally periods of
reduced operating margins.
Manufacturing gross profit increased by $1,054,000 from 1996,
resulting from an increase of $386,000 from existing operations due to
improved product mix plus efficiencies achieved by consolidating
manufacturing operations, and an increase of $668,000 from acquired
operations. The manufacturing gross profit percentage decreased from 25.3%
in 1996 to 24.3% in 1997. This decrease was the result of a lower gross
profit percentage from acquired operations which offset increases at
existing operations. Price increases and work force adjustments have been
implemented to improve operating margins at the acquired operations.
Retailing gross profit of $1,198,000 was included for 1997. Prior to
this the Company had no retailing presence. The gross profit percentage for
this segment was 67.3%.
Selling, general and administrative expenses for 1997 increased 20.9%
to $11.0 million from $9.1 million in 1996. Existing operations accounted
for $371,000 of the increase consisting of charges for previously deferred
organization and financing costs and settlement of a legal action, and an
increase to the provision for doubtful accounts. Acquired operations
resulted in an increase of another $1,534,000. As a percentage of net
sales, selling, general and administrative expenses for 1997 decreased to
20.3% from 20.4% in 1996.
Interest expense for 1997 decreased 8.5% to $1,576,000 from
$1,723,000 in 1996, as a 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 IPO.
Income taxes as a percent of earnings before taxes decreased from
25.2% in 1996 to 24.3% in 1997. The Company continues to be in an
alternative minimum tax position for Federal income tax purposes. The
decrease in the effective rate resulted from Canadian income being applied
against a tax-loss carry back.
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995.
Revenues for the fiscal year ended December 31, 1996 increased 35.0%
to $44.7 million from $33.1 million for the year ended December 31, 1995.
This growth was attributable to an increase of $3.9 million in revenues
from existing operations and an increase of $10.9 million in revenues from
acquired manufacturing operations. This increase was offset by a decrease
in quarry revenues as a result of the Company's acquisition of two
manufacturers that had previously been significant customers and a $1.7
million decrease in quarry sales due to reduced exports to Japan and other
Asian markets.
Gross profit for 1996 compared to 1995 increased 28.3% to $13.4
million from $10.4 million in 1995. The higher total gross profit reflects
an increase of $2.5 million from acquired manufacturing operations and an
increase of $1.4 million from existing manufacturing operations. This
increase was partly offset by reduced gross profit of $900,000 from
quarrying operations due to lower revenue. The gross profit percentage fell
slightly to 30.0% in 1996 from 31.6% in 1995 as a result of sales from the
lower margin products of the acquired manufacturing operations. The lower
gross margin in 1996 compared to 1995 was offset slightly by higher margins
in the quarry operations due to a price increase that went into effect
during 1996. Although gross profit margins in both manufacturing and
quarrying increased for 1996 compared to 1995, the total gross profit
margin declined as a result of the lower margin manufacturing business
accounting for a higher percentage of total Company revenues.
Selling, general and administrative expenses for 1996 increased 41.5%
to $9.1 million from $6.5 million in 1995. As a percentage of net sales,
selling, general and administrative expenses for 1996 increased to 20.4%
from 19.5% in 1995. This increase resulted primarily from increased
personnel expense necessary to support a higher rate of growth in memorial
manufacturing and increased acquisition activity.
Interest expense for 1996 remained unchanged from 1995 at $1.7
million.
Income taxes as a percent of earnings before taxes increased from
20.4% to 25.2% in 1996. Although the Company was in an alternative minimum
tax position for Federal tax purposes, the Company paid higher state taxes
as a result of its income level exceeding the Company's depletion
allowances. In 1995, the Company was in an alternative minimum tax position
for Federal taxes and paid only a nominal amount of state taxes as a result
of the magnitude of its depletion allowances.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity. 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.
Year Ended December 31, 1997. For 1997, net cash used in operating
activities was $440,000. This result was primarily attributable to an
increase in inventories of $1.0 million, a decrease in accounts payable at
the acquired companies of $1.0 million, and a decrease in accrued pension
cost of $1.5 million as the Company improved the funding status of its
pension plan which will reduce its obligations going forward. Net cash used
in investing activities was $23.0 million primarily for net acquisitions of
$19.1 million and the purchase of property, plant and equipment of $4.1
million. Net cash provided by financing activities was $31.5 million. Net
proceeds from the Company's IPO of $57.1 million, discussed below, was
offset by payments on long-term debt of $23.2 million and repayments of
lines of credit of $2.2 million.
Capital Resources. In the fourth quarter, the Company completed its
IPO of 3,708,750 shares of Class A Common Stock (including 483,750 shares
subject to the Underwriter's overallotment option and 275,482 shares sold
by certain selling stockholders) at $18.50 per share, of which Raymond
James & Associates, Inc. was the managing underwriter pursuant to a
registration statement on Form S-1 (file number 333-33685), which was
declared effective on October 20, 1997, and a registration statement on
Form S-1 (file number 333-7826), which was effective on October 21, 1997.
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 were 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
--------------
Total $50.4 million
Remaining proceeds from the IPO $ 6.7 million
==============
The remaining proceeds are currently invested in money market funds
and will be available for the Company to use in pursuing its growth
strategy.
In December 1997, the Company entered into a financing agreement with
the CIT Group/Business Credit, Inc. ("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 December 31, 1997, both credit lines
were unused and available in their entirety. The interest rate under these
credit lines is based on a formula of prime less .50%. As of December 31,
1997, the Company also had $1.3 million outstanding and $1.1 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 6.75% based
on a formula of Canadian prime plus .75%. The Company's primary need for
capital will be to maintain and improve its manufacturing and quarrying
facilities and to finance acquisitions as part of its growth strategy. The
Company has $3.0 million budgeted for capital expenditures in 1998. The
Company believes that the combination of cash flow from operations, its
existing credit facilities, and the remaining proceeds from the IPO will be
sufficient to fund its operations for at least the next twelve months.
SEASONALITY
Historically, the Company's operations have experienced certain
seasonal patterns. Generally the Company's net sales have been highest in
the third quarter and lowest in the first quarter of each year due
primarily to weather. Cemeteries in northern areas generally do not accept
granite memorials during winter months when the ground is frozen because
they cannot be properly set. The Company typically closes certain of its
Vermont and Canadian quarries during these months because of increased
operating costs attributable to adverse weather conditions. The Company has
historically incurred a net loss during the first six months of each
calendar year. However, the Company believes that the variability of its
operating results on a quarterly basis will be lessened as its operations
become more geographically dispersed.
INFLATION
The Company believes that the relatively moderate rates of
inflation experienced in recent years have not had a significant effect on
its results of operations.
NEW ACCOUNTING PRONOUNCEMENTS
SFAS No. 130, Reporting Comprehensive Income, will be effective for
periods beginning after December 15, 1997.
SFAS No. 131, Disclosure About Segments of an Enterprise and Related
Information, will be effective for periods beginning after December 15,
1997.
SFAS No. 132, Employer's Disclosure About Pensions and Other
Postretirement Benefits, will be effective for periods beginning after
December 15, 1997.
Management does not believe that the above pronouncements will have a
material effect on the Company's financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The information required for this item is included in this Annual
Report on Form 10-K on Pages 34 through 63, inclusive, and is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company believes, and it has been advised by KPMG Peat Marwick
LLP ("KPMG") that KPMG concurs with the Company's belief that during the
period of its engagement, the Company and KPMG did not have any
disagreement on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreement,
if not resolved to the satisfaction of KPMG, would have caused it to make
reference in connection with its report on the Company's financial
statements to the subject matter of the disagreement.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Certain information concerning directors and executive officers of the
Company is set forth below:
NAME OF DIRECTORS AND EXECUTIVE AGE POSITIONS WITH THE COMPANY
OFFICERS(1) --- AND ITS AFFILIATES
- ------------------------------- --------------------------
George R. Anderson 58 Senior Vice President,
Chief Financial Officer,
Treasurer,
Director
James L. Fox.... 46 Director
Peter A. Friberg 47 Senior Vice President --
Barre Memorial Sales, Director
Mark A. Gherardi 39 Senior Vice President --
Barre and Canada Manufacturing
Operations, Director
Jon M. Gregory 48 President -- Quarry
Division, Director
John E. Keith.... 50 President-- Rock of Ages
Memorials, LLC, Director
Richard C. Kimball 57 President -- Memorials Division,
Vice Chairman of the Board of
Directors
G. Thomas Oglesby, Jr 52 Senior Vice President --
Keystone & Childs, Inc., Director
Kurt M. Swenson 53 Chairman, President and
Chief Executive Officer
Charles M. Waite 65 Director
Frederick E. Webster, Jr. 60 Director
- ----------
(1) Each executive officer serves for a term of one year (and until
his successor is chosen and qualified).
George R. Anderson has been a Senior Vice President, Chief Financial
Officer and a director of the Company since 1984. Mr. Anderson joined the
Company in 1969 as the Chief Accountant and subsequently held the positions
of Controller and Treasurer. He has been a director of the Barre Granite
Association and a trustee of the Granite Group Insurance Trust and the
Barre Belt Multi-Employer Pension Plan. Mr. Anderson's current term as a
director will expire in 1999.
James L. Fox has been Executive Vice President and General Manager of
First Data Investor Services Group, a division of First Data Corporation,
since 1989. Mr. Fox has been a director of the Company since October, 1997
and his current term as a director of the Company will expire in 1999.
Peter A. Friberg has been Senior Vice President -- Barre Memorial
Sales, of the Company since 1996 and a director of the Company since
January 1996. From 1975 to 1995, Mr. Friberg co-owned and co-managed the
Anderson-Friberg Company, a memorial manufacturing company, in Barre,
Vermont, serving as President from 1991 to 1995. From 1991 to 1993, Mr.
Friberg was President of the Barre Granite Association. Mr. Friberg's
current term as a director of the Company will expire in 1998.
Mark A. Gherardi has been Senior Vice President -- Barre and Canada
Manufacturing Operations and a director of the Company since 1996. Prior to
1996, Mr. Gherardi held various sales and production positions over a
20-year period with Lawson Granite Company. Mr. Gherardi's current term as
a director of the Company will expire in 1998.
Jon M. Gregory has been President -- Quarry Division since 1993 and
has been a director of the Company since 1995. Since joining the Company in
1975, Mr. Gregory has served in various positions including Senior Vice
President -- Memorials Division, Manager of Manufacturing and line
production supervisor. Mr. Gregory's current term as a director of the
Company will expire in 1998.
John E. Keith became President -- Rock of Ages Memorials, LLC and a
director of the Company in connection with the consummation of the Keith
Acquisition in October 1997. Prior to the Keith Acquisition, Mr. Keith had
been an owner of and President of Keith Monument since 1989. From 1965 to
1989, Mr. Keith held various officer positions with Keith Monument. Mr.
Keith's current term as a director of the Company will expire in 2000.
Richard C. Kimball has been President -- Memorials Division, and Vice
Chairman of the Board of Directors since 1993 and a director of the Company
since 1986. Prior to joining the Company, Mr. Kimball served as a director,
principal and President of The Bigelow Company, Inc., a strategic planning
and investment banking firm from 1972 until 1993. Mr. Kimball's current
term as a director of the Company will expire in 2000.
G. Thomas Oglesby, Jr. became Senior Vice President -- Keystone &
Childs, Inc. and a director of the Company in connection with the
consummation of the Elberton Acquisitions in June and October 1997. Prior
thereto, Mr. Oglesby had been President of Keystone since1982. Mr. Oglesby
was a member of the Board of Directors and served four separate terms as
President of the Elberton Granite Association from 1979 until 1996. He is a
director of the American Monument Association and the Manufacturers and
Wholesalers Division of the Monument Builders of North America. Mr.
Oglesby's current term as a director of the Company will expire in 1999.
Kurt M. Swenson has been President, Chief Executive Officer and
Chairman of the Board of Directors of the Company since 1984. Prior to the
IPO, Mr. Swenson had been the Chief Executive Officer and a director of
Swenson Granite since 1974, and currently serves as non-officer Chairman of
the Board of Swenson Granite Company, LLC, a Delaware limited liability
company engaged in the granite curb and landscaping business. He is also a
director of the American Monument Association, the Funeral and Memorial
Information Council, the National Building Granite Quarries Association and
Group Polycor International. Mr. Swenson's current term as a director of
the Company will expire in 2000.
Charles M. Waite has been a director of the Company since 1985. Since
1989, Mr. Waite has been managing partner of Chowning Partners, a financial
consulting firm that provides consulting services to New England companies.
Mr. Waite's current term as a director will expire in 2000.
Frederick E. Webster, Jr., Ph.D. has been a Professor of Management
at the Amos Tuck School of Business Administration of Dartmouth College
since 1965. He is also a management consultant and lecturer. Dr. Webster
serves as a director of Vermont Public Radio and the American Marketing
Association. He is also a member of the Corporation of Mary Hitchcock
Memorial Hospital. Mr. Webster has been a director since October, 1997 and
his current term as a director will expire in 1999.
COMMITTEES OF THE BOARD OF DIRECTORS
The principal function of the Audit Committee, which consists of
Messrs. Fox, Waite and Webster, is to endeavor to assure the integrity and
adequacy of financial statements issued by the Company. The Audit Committee
reviews internal auditing systems and procedures as well as the activities
of the public accounting firm performing the external audit.
The principal function of the Compensation Committee, which consists
of Messrs. Fox, Waite and Webster, is to review periodically the
suitability of the remuneration arrangements (including benefits) for the
executive officers of the Company and to administer the 1994 Plan (as
defined herein). The 1997 bonus amounts shown in Item 11 were determined by
the Compensation Committee as constituted after October 24, 1997 (the date
of consummation of the IPO).
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information with respect to the Chief
Executive Officer of the Company and each of the four other most highly
compensated executive officers of the Company (the "Named Executive
Officers") for the year ended December 31, 1997.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -----------
------------------- SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(1)
Kurt M. Swenson 1997 $310,320 $29,500 -0- $1,100
President, Chief Executive Officer,
Chairman of the Board of Directors
Richard C. Kimball 1997 $210,360 $26,500 -0- $1,100
President-- Memorials Division,
Vice Chairman of the Board of Directors
George R. Anderson 1997 $161,400 $18,000 -0- $1,100
Senior Vice President, Chief
Financial Officer, Director
Jon M. Gregory 1997 $160,440 $13,500 -0- $1,100
President-- Quarry Division, Director
Mark A. Gherardi 1997 $145,800 $13,500 -0- $726
Senior Vice President-- Barre and Canada
Manufacturing Operations, Director
- ----------
(1) In each case, represents a matching contribution under the
Company's 401K plan.
STOCK OPTION GRANTS
No grants of stock options were made during the year ended December
31, 1997 by the Company to the Named Executive Officers.
The following table sets forth information concerning options to
purchase Class B Common Stock held by the Named Executive Officers. The
Class B Common Stock is convertible on a share-for-share basis into Class A
Common Stock. During 1997, no stock options were exercised by any of the
Named Executive Officers. The Company has not granted any stock
appreciation rights.
FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT DECEMBER 31, 1997 AT DECEMBER 31, 1997(1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----
Kurt M. Swenson 85,000 27,500 $1,085,700 $342,550
Richard C. Kimball 65,000 22,500 844,800 284,700
George R. Anderson 50,000 25,000 641,600 307,400
Jon M. Gregory 40,000 35,000 497,200 418,300
Mark A. Gherardi 30,000 45,000 357.300 535,950
(1) These values are calculated using the $15 1/2 per share closing price
of the Class A Common Stock on NASDAQ on December 31, 1997.
PENSION PLANS
The Company maintains a qualified pension plan (the "Pension Plan")
and non-qualified salary continuation agreements (the "Salary Continuation
Agreements") for certain executive officers of the Company. The Company's
Pension Plan is noncontributory and provides benefits based upon length of
service and final average earnings. Generally, employees age 21 with one
year of continuous service are eligible to participate in the Pension Plan.
The annual pension benefits shown for the Pension Plan assume a participant
attains age 65 during 1998 and retires immediately. The Employee Retirement
Income Security Act of 1974 places limitations on the compensation used to
calculate pensions and on pensions which may be paid under federal income
tax qualified plans, and some of the amounts shown on the following table
may exceed the applicable limitations. Such limitations are not currently
applicable to the Salary Continuation Agreements.
The following table shows the total estimated annual retirement
benefits payable upon normal retirement under the Pension Plan for the
Named Executive Officers at the specified executive remuneration and years
of continuous service.
PENSION PLAN TABLE
FINAL AVERAGE
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------
$125,000............... $ 39,382 $ 52,510 $ 65,637 $ 78,765 $ 78,765
$150,000............... $ 47,632 $ 63,510 $ 79,387 $ 95,265 $ 95,265
$175,000............... $ 55,882 $ 74,510 $ 93,137 $ 111,765 $ 111,765
$200,000............... $ 64,132 $ 85,510 $ 106,887 $ 128,265 $ 128,265
$225,000............... $ 72,382 $ 96,510 $ 120,637 $ 144,765 $ 144,765
$250,000............... $ 80,632 $ 107,510 $ 134,387 $ 161,265 $ 161,265
$275,000............... $ 88,882 $ 118,510 $ 148,137 $ 177,765 $ 177,765
$300,000............... $ 97,132 $ 129,510 $ 161,887 $ 194,265 $ 194,265
$325,000............... $ 105,382 $ 140,510 $ 175,637 $ 210,765 $ 210,765
$350,000............... $ 113,632 $ 151,510 $ 189,387 $ 227,265 $ 227,265
These calculations are based on the retirement formula in effect as
of December 31, 1997, which provides an annual life annuity at age 65 equal
to 1.8% of a participant's final five-year average compensation (excluding
bonus) plus .4% of a participant's final five-year average compensation in
excess of social security covered compensation times years of service to a
maximum of 30 years. Estimated years of continuous service for each of the
Named Executive Officers, as of December 31, 1997 and rounded to the full
year, are: Mr. G. Anderson, 29 years; Mr. J. Gregory, 22 years; Mr. M.
Gherardi, 17 years; Mr. R. Kimball, 5 years; and Mr. K. Swenson, 14 years.
In addition, the Company's Salary Continuation Agreements provide for
supplemental pension benefits to certain executive officers of the Company,
including the Named Executive Officers. The following table sets forth the
supplemental pension benefits for the Named Executive Officers under their
respective Salary Continuation Agreements.
ANNUAL
TOTAL YEARS RETIREMENT
ANNUAL BASE OF SERVICE BENEFIT
NAME COMPENSATION AT AGE 65 AT AGE 65
- ---- ------------ ---------- -----------
M. Gherardi.................. $ 145,800 27 $ 23,620
G. Anderson.................. $ 161,400 35 $ 33,894
R. Kimball................... $ 210,360 12 $ 25,243
K. Swenson................... $ 310,320 26 $ 88,752
J. Gregory................... $ 160,440 39 $ 37,543
These calculations are based on individual Salary Continuation
Agreements, which provide a 100% joint and survivor annuity at age 65 equal
to a percentage, ranging from .6% to 1.1%, of a participant's highest
annual base compensation times full years of service. The percentage range
has been determined by the Board of Directors. There is no compensation
increases assumed in these calculations.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the period January 1, 1997 to October 24, 1997 (the date of
consummation of the IPO), the Compensation Committee of the Board of
Directors was comprised of Kurt M. Swenson, Guy A. Swenson, Jr. and Charles
M. Waite. During his 1997 service on the Compensation Committee, Kurt
Swenson was the President and Chief Executive Officer of the Company and
Kurt Swenson participated in all compensation decisions, including those
related to his own compensation.
COMPENSATION OF DIRECTORS
Directors who are not also officers of the Company are paid annual
directors' retainers of $5,000, and $250 for each meeting of the Board,
including committee meetings. Directors are also eligible for stock option
grants under the Company's 1994 Amended and Restated Stock Plan (the "1994
Plan").
EMPLOYMENT AGREEMENTS
The Company has an employment agreement with Kurt M. Swenson (the
"Swenson Employment Agreement") for retention of his services as President
and Chief Executive Officer of the Company. The term of the Swenson
Employment Agreement commenced on October 24, 1997, the date of
consummation of the IPO (the "Commencement Date"), and continues until the
fifth anniversary thereof, provided that on the third and each subsequent
anniversary of the Commencement Date such term will automatically be
extended for one additional year, unless, not later than ninety days prior
to the expiration of the term, the Company or Mr. Swenson gives notice that
the term will not be extended. The Swenson Employment Agreement provides
for continued payment of salary and benefits over the remainder of the term
if Mr. Swenson's employment is terminated by the Company without Cause (as
defined in the Swenson Employment Agreement) or as a result of death or
disability or by Mr. Swenson for Good Reason (as defined in the Swenson
Employment Agreement). The Swenson Employment Agreement also provides for a
lump sum payment to Mr. Swenson equal to the sum of (i) accrued but unpaid
salary, and a prorated bonus amount equal to the greater of the largest
annual bonus paid to Mr. Swenson during the prior three years and the
annual bonus payable in respect of the most recently completed fiscal year
(the "Highest Annual Bonus"), through the date of termination and (ii)
three times the sum of (A) his then annual salary and (B) Highest Annual
Bonus, and for continuation of benefits for three years, if Mr. Swenson's
employment is terminated by the Company (other than for Cause, death or
disability) during the twelve-month period following, or prior to but in
connection with, or by Mr. Swenson during the twelve-month period
following, a Change in Control (as defined in the Swenson Employment
Agreement). In the event of a termination related to a Change in Control,
Mr. Swenson may elect in lieu of the lump sum payment described above, to
receive in a lump sum or over the then remaining term of the Swenson
Employment Agreement, an amount equal to the total amount he would have
been entitled to receive if his employment had been terminated by the
Company without Cause or by Mr. Swenson for Good Reason. If any payment or
distribution by the Company to or for the benefit of Mr. Swenson under the
Swenson Employment Agreement would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by Mr.
Swenson with respect to such excise tax, then Mr. Swenson will generally be
entitled to receive an additional payment such that after payment by Mr.
Swenson of all taxes, Mr. Swenson retains an amount of the additional
payment equal to the excise tax imposed.
The Company has employment agreements with G. Thomas Oglesby, Jr.,
George T. Oglesby, III, Robert Otis Childs, III, John E. Keith and Roy H.
Keith, Jr. (such persons the "Acquisition Executives" and such employment
agreements with the Acquisition Executives being referred to collectively
as the "Acquisition Employment Agreements"). The Acquisition Employment
Agreement with Mr. G. Thomas Oglesby, Jr. provides for an initial five-year
term commencing on June 27, 1997, and each of the other Acquisition
Employment Agreements provides, in effect, for an initial five-year term
commencing on October 24, 1997, the date of consummation of the IPO.
Pursuant to the Acquisition Employment Agreements, G. Thomas Oglesby, Jr.
and John E. Keith hold the positions listed for such persons under
"Management --Directors and Officers" and George T. Oglesby, III, Robert
Otis Childs, III and Roy H. Keith, Jr., hold the positions of Vice
President --Keystone Division, President -- C&C Division, and Vice
President -- Rock of Ages Memorials, Inc., respectively. The Acquisition
Employment Agreements provide for benefits of the type generally provided
to key executives of the Company, and for continued payment of salary and
benefits over the remainder of the term if the Acquisition Executive's
employment is terminated by the Company without Cause. The Acquisition
Employment Agreements and related undertakings generally prohibit the
Acquisition Executives from competing with the Company during the term of
employment and for two years thereafter, and contain customary
confidentiality provisions in favor of the Company. In addition, the
Acquisition Employment Agreements of G. Thomas Oglesby, Jr. and John E.
Keith provide that, so long as they remain employed under their respective
Acquisition Employment Agreements, they will be nominated for election to
the Board of Directors of the Company, subject to certain conditions. The
Company also has employment agreements with Richard C. Kimball, George R.
Anderson and Jon M. Gregory (such persons, the "Officers" and such
employment agreements with the Officers being referred to collectively as
the "Officer Employment Agreements"), effective October 24, 1997. Pursuant
to the Officer Employment Agreements the Officers hold the respective
positions listed for such persons under "Management -- Directors and
Officers." The Officer Employment Agreements contain substantially the same
terms as the Acquisition Employment Agreements, except that they do not
include any right to be nominated for election to the Company's Board of
Directors.
In connection with the acquisitions of Lawson Granite Company and the
Anderson - Friberg Company, the Company on January 1, 1996 entered into
five-year employment agreements (the "Lawson-AFCO Employment Agreements")
with Peter Friberg, Albert Gherardi, Jr., Mark Gherardi and Paula Plante
(the "Lawson-AFCO Employees") providing for the employment of such persons
in the respective positions of Senior Vice President - Barre Memorial
Sales, Vice President of Facilities Management -- Barre, Senior Vice
President -- Barre and Canada Manufacturing Operations and Office Manager -
Barre Manufacturing Facilities. Effective December 31, 1997, Mr. Albert
Gherardi, Jr. retired. The Lawson-AFCO Employment Agreements contain
substantially the same terms as the Acquisition Employment Agreements
except that they provide for certain severance payments upon certain
conditions occurring.
INCENTIVE PLAN
1994 Amended and Restated Stock Plan. Under the 1994 Plan, 1,500,000
shares of Common Stock have been reserved for issuance to officers,
directors, employees and consultants of the Company and its subsidiaries.
Awards under the 1994 Plan made by the Board of Directors prior to October
24, 1997, the date of consummation of the IPO, will be satisfied in shares
of Class B Common Stock and awards under the 1994 Plan made on or after
that date will be satisfied in shares of Class A Common Stock. As of
December 31, 1997, options for 862,500 shares of Class B Common Stock were
granted and outstanding under the 1994 Plan and no such options had
exercised. Options for 383,252 shares of Class A Common Stock were granted
in connection with the Acquisitions and to two non-employee directors who
became such upon consummation of the IPO and, as of December 31, 1997, no
such options had been exercised. In addition, as of December 31, 1997,
options to acquire 254,248 shares of Class A Common Stock remained
available for future issuance under the 1994 Plan. Under the terms of the
1994 Plan, "incentive stock options" ("ISOs") within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"),
"nonqualified stock options" or options which do not qualify as ISOs
("NQSOs"), awards of Common Stock, and opportunities to make direct
purchases, of Common Stock ("Awards") may be granted by the Board of
Directors to employees (including officers and directors who are
employees), directors and consultants of the Company, except that ISOs may
be granted only to persons who are employees of the Company at the time the
ISOs are granted.
Initially, each ISO will be exercisable over a period, determined by
the Board of Directors or the Compensation Committee, as applicable, in its
discretion, not to exceed ten years from the date of grant, as required by
the Code. In addition, in the case of an ISO granted to an individual who,
at the time such ISO is granted, owns shares of capital stock of the
Company representing more than ten percent of the total combined voting
power of all classes of stock of the Company, the exercise period for an
ISO may not exceed five years from the date of grant. Options may be
exercisable during the exercise period at such times, in such amount, in
accordance with such terms and conditions, and subject to such restrictions
as are set forth in the option agreement evidencing the grant of such
options. The Board of Directors generally has the right to accelerate the
exercisability of any options granted under the 1994 Plan which would
otherwise be unexercisable. Upon certain consolidations or mergers, the
board of directors of any entity assuming the obligations of the Company
may make equitable adjustments to the options, accelerate the
exercisability of options or terminate them in exchange for a cash payment.
The 1994 Plan shall expire at the end of the day on November 20,
2004, except with respect to Options or Awards outstanding on such date.
The Board of Directors may terminate the 1994 Plan sooner at any time or
amend the Plan at any time, subject to the terms of the 1994 Plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 20, 1998 certain
information with respect to the beneficial ownership of the Common Stock by
each (i) director, (ii) executive officer and (iii) beneficial owner of
more than 5% of the Company's outstanding Common Stock known to the Company
based on Securities and Exchange Commission filings and other available
information and by all directors and executive officers of the Company as a
group.
SHARES OF CLASS B SHARES OF CLASS A
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER(1) PERCENT PERCENT
NUMBER OF CLASS NUMBER OF CLASS
------ -------- ------ --------
HLM Management Co. Inc.
222 Berkeley Street
Boston, MA 02116................................ - - 308,100 7.9
IDX Life Equity (2)
IDX Tower 10
Minneapolis, MN 55440........................... - - 300,000 7.7
AMVESCAP PLC(3)
11 Devonshire Square
London, England C2M 4YR.......................... - - 232,300 6.0
John Hancock Mutual Life Insurance Company(4)
Corporate Law Division
T-55, PO Box 111
Boston, MA 02117................................ - - 220,800 5.7
Missouri Red Quarries, Inc
c/o Keystone Granite
Washington Highway
Elberta, GA 30635 .......................... 263,441 6.6 - -
Kurt M. Swenson(5)+................................. 1,108,489 27.8 - -
Kevin C. Swenson(6)................................. 1,023,489 25.7 - -
Mark A. Gherardi(7)+................................ 292,573 7.3 - -
G. Thomas Oglesby, Jr.(8)+.......................... 263,441 6.6 15,000 *
Robert L. Pope(9)................................... 221,375 5.6 - -
Peter A. Friberg (10)+.............................. 221,375 5.6 - -
Richard C. Kimball (11)+............................ 94,126 2.4 300 *
John E. Keith (12)+................................. - - 93,581 2.4
George R. Anderson(13)+............................. 79,126 2.0 - -
Jon M. Gregory(14)+................................. 69,126 1.7 - -
Charles M. Waite.................................... 29,126 * 874 *
James L. Fox(15)+................................... - - 6,825 *
Frederick E. Webster, Jr.(16)+...................... - 5,825 *
All directors and executive officers as a group
(11 persons)........................................ 2,157,382 54.1 122,405 3.2
- ---------
+ Executive Officer and/or Director
* Less than 1%
(1) The business address of each director and executive officer of
the Company is c/o Rock of Ages Corporation, 772 Graniteville
Road, Graniteville, Vermont 05654.
(2) IDX Life Equity is a subsidiary of American Express Financial
Corporation.
(3) AMVESCAP PLC is the parent company of the following subsidiaries which
share voting and dispositive power over 232,300 shares of Class A
Common Stock: AVZ, Inc., AIM Management Group Inc., AMVESCAP Group
Services, Inc., INVESCO, Inc., INVESCO North American Holdings, Inc.,
INVESCO Capital Management, Inc., INVESCO Funds Group, Inc., INVESCO
Management & Research, Inc. and INVESCO Realty. This information is
based on the Schedule 13G/A filed by AMVESCAP PLC with the Securities
and Exchange Commission on February 11, 1998.
(4) John Hancock Advisers, Inc., an indirect, wholly owned
subsidiary of John Hancock Mutual Life Insurance Company, has
beneficial ownership of 220,800 shares of Class A Common Stock.
Through their parent-subsidiary relationships, John Hancock
Subsidiaries, Inc. and The Berkeley Financial Group also have indirect
beneficial ownership of the shares owned by John Hancock Advisers,
Inc. This information is based on the Schedule 13G/A filed by John
Hancock Mutual Life Insurance Company with the Securities and Exchange
Commission on February 6, 1998.
(5) Includes 85,000 shares of Class B Common Stock subject to
currently exercisable stock options. Kurt M. Swenson is the
brother of Kevin C. Swenson.
(6) Kevin C. Swenson is the brother of Kurt M. Swenson.
(7) Includes 45,000 shares of Class B Common Stock subject to
currently exercisable stock options.
(8) The 263,441 shares of Class B Common Stock listed are owned of
record by Missouri Red Quarries, Inc. Missouri Red Quarries, Inc. is
100% owned by G. Thomas Oglesby, Jr. who is its President and sole
director. The 15,000 shares of Class A Common Stock listed are subject
to currently exercisable stock options held by Mr. Oglesby.
(9) Includes 45,000 shares of Class B Common Stock subject to
currently exercisable stock options.
(10) Includes 45,000 shares of Class B Common Stock subject to
currently exercisable stock options.
(11) Includes 65,000 shares of Class B Common Stock subject to
currently exercisable stock options.
(12) Includes 12,500 shares of Class A Common Stock subject to
currently exercisable stock options. Also includes 81,081 shares
of Class A Common Stock issued to National Memorial Corporation.
Mr. Keith is the president and a 50% owner of National Memorial
Corporation.
(13) Includes 50,000 shares of Class B Common Stock subject to
currently exercisable stock options.
(14) Includes 40,000 shares of Class B Common Stock subject to
currently exercisable stock options.
(15) All 5,825 shares of Class A Common Stock listed are subject to
currently exercisable stock options.
(16) All 5,825 shares of Class A Common Stock listed are subject to currently
exercisable stock options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1997, the Company effected a reorganization (the "Reorganization")
as follows: (i) on August 12, 1997 the reincorporation merger of Rock of
Ages Corporation, a Vermont corporation and the immediate predecessor to
the Company, with and into a newly-formed Delaware corporation, with the
Company surviving as a Delaware corporation, whereby the Class A Common
Stock and Class B Common Stock were created and each outstanding share of
common stock of ROA Vermont was converted into one half of a share of Class
B Common Stock; (ii) on October 23, 1997, the merger of Swenson Granite
with and into the Company, with the Company as the surviving corporation
(the "Swenson Merger"), in which Swenson Granite's stockholders received
1,618.123 shares of Class B Common Stock for each share of Swenson Granite
capital stock held by them; and (iii) on October 23, 1997, immediately
prior to the Swenson Merger, Swenson Granite distributed its curb and
landscaping business (essentially all of its operating assets and operating
liabilities) to its stockholders (the "Swenson Granite Distribution")
through a pro rata distribution of all of the member interests in a newly
formed limited liability company named Swenson Granite Company LLC
("Swenson LLC"). Following the Swenson Granite Distribution and prior to
the Swenson Merger, the sole asset of Swenson Granite was its 93% stock
interest in the Company and its only liabilities were a $3,340,000
intercompany payable to the Company and a $310,000 note payable described
below. The Swenson Merger exchange ratio of 1,618.123 shares of Class B
Common Stock for each share of Swenson Granite Common Stock was determined
by dividing the number of outstanding shares of the Company held by Swenson
Granite at the time of the Swenson Merger by the total number of shares of
common stock of Swenson Granite outstanding at such time. In determining
this ratio, Swenson Granite and the Company sought to maintain in the
Swenson Granite shareholders as a group the same aggregate percentage
ownership of the Company as was held by Swenson Granite immediately prior
to the Swenson Merger, as well as to preserve the same ownership
proportions of such shareholders relative to one another with respect to
the Company as they held with respect to Swenson Granite immediately prior
to the Swenson Merger. Upon consummation of the Swenson Merger, the shares
of the Company held by Swenson Granite were cancelled, the Company forgave
an intercompany payable and the Company assumed a note payable. Kurt M.
Swenson, the Company's Chairman, President and Chief Executive Officer, and
his brother Kevin C. Swenson, own in the aggregate approximately 60.6% of
Swenson Granite LLC. Robert Pope, a security holder of more than five
percent of the Class B Common Stock of the Company, became President and
Chief Executive Officer of Swenson LLC following the Swenson Granite
Distribution.
Prior to the Swenson Granite Distribution, Swenson Granite was a
party to certain financing agreements of the Company with CIT and was a
co-maker and/or guarantor of all indebtedness of the Company due to 1CIT.
Upon consummation of the Swenson Granite Distribution and the IPO, Swenson
LLC was released by CIT as a party, co-maker and/or guarantor of the
Company's indebtedness to CIT, and the Company remained liable with respect
thereto. As of June 30, 1997, the Company carried on its books
approximately $4.6 million due from Swenson Granite with respect to
borrowings by the Company under these credit facilities and advanced by the
Company to Swenson Granite. Of this amount, approximately $3.4 million was
eliminated in the Swenson Merger as noted above and the balance of
approximately $1.3 million was assumed and repaid by Swenson LLC to the
Company on December 24, 1997.
In connection with the Company's acquisition of Lawson Granite
Company and Anderson-Friberg Company in December 1995, Swenson Granite was
obligated under certain notes and agreements related thereto (the
"Lawson-Ander-son-Friberg Obligations"). Except for certain employment
agreement and other obligations to Robert F. Pope (the "Pope Obligations"),
the Chief Operating Officer of Swenson Granite who, effective upon the
Swenson Granite Distribution, became President and Chief Executive Officer
of Swenson LLC, none of the Lawson-Anderson-Friberg Obligations, including
but not limited to a note payable to Paula Plante in the amount of
$310,000, were assumed by Swenson LLC and became direct obligations of the
Company as a result of the Swenson Merger. The Company will indemnify
Swenson LLC with respect to such obligations, other than the Pope
Obligations as to which Mr. Pope has released, and Swenson LLC has provided
an indemnity to, Swenson Granite and the Company.
Swenson LLC owns two granite quarries, one in Concord, New Hampshire
and another in Woodbury, Vermont. Both have been owned by Swenson Granite
for more than 40 years. The Company purchases Woodbury granite from Swenson
LLC at the same price Swenson LLC charges its landscape manufacturing
operations. The Company expects that it will continue to be able to
purchase all of the excess output of the Woodbury quarry (beyond that
required by Swenson LLC for its curb and landscaping operations) for resale
for both memorial and other uses. Because of the proximity of the Woodbury
quarry to Barre, Vermont, the Company provides, and expects to continue to
provide, certain maintenance services and equipment to the Woodbury quarry.
Both the Company and Swenson LLC have the right to terminate these services
at any time and the Company has no obligation to purchase or continue to
purchase Woodbury granite from Swenson LLC. The Company's sales of Woodbury
granite provided by Swenson Granite represented approximately 0.6% of 1997
sales of the Company. The Company believes these arrangements with Swenson
LLC are as favorable, or more favorable, than would be available from an
unrelated party for comparable granite blocks.
Effective upon the Swenson Granite Distribution, ongoing pension
liabilities under the Pension Plan (which was sponsored jointly by the
Company and Swenson Granite) in respect of the employees of Swenson Granite
were assumed by Swenson LLC through its becoming a joint sponsor together
with the Company of the Pension Plan. In connection with the Swenson
Granite Distribution, the 401(k) accounts of former Swenson Granite
employees who, as of the Swenson Granite Distribution, participated in
401(k) plans jointly sponsored by the Company and Swenson Granite remained,
in a plan jointly sponsored by the Company and Swenson LLC since each
employee's account is fully funded and vested as each contribution is made.
Upon consummation of the Swenson Granite Distribution, Kurt M.
Swenson, the Company's Chairman and Chief Executive Officer, owned
approximately 30% of all outstanding member interests of Swenson LLC. Mr.
Kurt M. Swenson, who has served as Chairman of the Board and Chief
Executive Officer of Swenson Granite since 1974, resigned as President,
Chief Executive Officer of Swenson Granite, effective upon the consummation
of the Swenson Granite Distribution. However, Mr. Kurt M. Swenson continues
to serve as a non-officer Chairman of the Board of Swenson LLC, but has no
involvement with the day to day operations of Swenson LLC. Neither Mr. Kurt
M. Swenson nor any other officer of the Company, will receive salary,
bonus, expenses or other compensation from Swenson LLC except for any pro
rata share of earnings attributable to their ownership interest.
In connection with the Keystone Acquisition, the Company entered into
the Supply Agreements with Missouri Red and KGCI. G. Thomas Oglesby, Jr. is
the sole owner of Missouri Red and the trustee of a trust for the benefit
of his mother and others which hold 100% of KGCI. G. Thomas Oglesby, Jr. is
an officer of the Company. The Company believes the terms and conditions of
the Supply Agreements are as favorable as would be available from unrelated
suppliers (See Item 1- "Business-Manufacturing"). Also in connection with
the Keystone Acquisition, the Company agreed to grant, and granted, to G.
Thomas Oglesby, Jr. and George T. Oglesby, III, principal owners and
officers of Keystone, options under the 1994 Plan to purchase 75,000 shares
and 50,000 shares of Class A Common Stock, respectively, at an exercise
price per share of $18.50, the initial public offering price per share of
the Class A Common Stock.
In connection with the C&C Acquisition, the Company granted to Robert
Otis Childs, III, one of the principal owners of C&C, an option under the
1994 Plan to purchase 75,000 shares of Class A Common Stock at an exercise
price per share of $18.50, the initial public offering price per share of
the Class A Common Stock.
In connection with the Keith Acquisition, the Company (i) entered
into a five year triple net lease agreement with John E. Keith, who became
an officer and director of the Company upon consummation of the Keith
Acquisition, and Roy Keith, Jr., the principal owners of Keith Monument,
for office buildings and retail locations containing 28,000 square feet at
an annual rent of $120,000; and (ii) granted to John E. Keith and Roy
Keith, Jr. options under the 1994 Plan to purchase an aggregate of 125,000
shares of Class A Common Stock at an exercise price per share of $18.50,
the initial public offering price per share of the Class A Common Stock.
See "Management -- Directors and Officers."
Upon consummation of the IPO, the Company granted to each of James L.
Fox and Frederick E. Webster, Jr., each of whom became non-employee
directors of the Company at that time, options under the 1994 Plan to
purchase 29,126 shares of Class A Common Stock at an exercise price per
share of $18.50, the initial public offering price per share of the Class A
Common Stock.
The Company has adopted a policy pursuant to which any future
transaction with one of its officers, directors or affiliates will be on
terms no less favorable to the Company than could be obtained from
unrelated third parties and will be approved by a majority of the
disinterested members of the Board of Directors.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of or are
included in this Annual Report on Form 10-K:
1. The financial statements listed in the Index to Consolidated
Financial Statements and
Financial Statement Schedule, filed as part of this Annual
Report on Form 10-K.
2. The financial statement schedule listed in the Index to
Consolidated Financial Statements
and Financial Statement Schedule, filed as part of this
Annual Report on Form 10-K.
3. The exhibits listed in the Exhibit Index
filed as part of this Annual Report on Form
10-K.
(b) Reports on Form 8-K: No reports on Form 8-K were filed
by the Company during the last quarter of the fiscal
year ended December 31, 1997.
ROCK OF AGES CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENT AND
FINANCIAL STATEMENT SCHEDULE
Page
Independent Auditors' Report..............................................37
Consolidated Balance Sheets ................................38
Consolidated Statements of Operations.....................................40
Consolidated Statements of Stockholders' Equity...........................41
Consolidated Statements of Cash Flows.....................................42
Notes to Consolidated Financial Statements................................44
Supplementary Information:
Independent Auditors' Report on Supplementary Information......64
Schedule II - Valuation and Qualifying Accounts and Reserves...65
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Rock of Ages Corporation and Subsidiaries:
We have audited the accompanying consolidated balance sheets of Rock of
Ages Corporation and Subsidiaries as of December 31, 1996 and 1997 and the
related consolidated statements of operations, stockholders' equity and
cash flows for each of the years in the three-year period ended December
31, 1997. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Rock of
Ages Corporation and Subsidiaries as of December 31, 1996 and 1997, and the
results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1997, in conformity with generally
accepted accounting principles.
February 27, 1998
Burlington, Vermont
Vt. Reg. No. 92-0000241
ROCK OF AGES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1996 and 1997
Assets 1996 1997
------ ---- ----
Current assets:
Cash and cash equivalents $ 763,056 8,636,860
Trade receivables, less allowance for
doubtful accounts of $564,242 in 1996
and $2,231,283 in 1997 8,525,463 12,857,282
Due from related parties 3,584,644 0
Inventories (note 2) 11,323,613 16,103,857
Deferred tax assets (note 6) 419,871 352,201
Other current assets 322,216 1,050,565
----------- -----------
Total current assets 24,938,863 39,000,765
----------- -----------
Property, plant and equipment:
Granite reserves and development costs 7,045,644 14,445,660
Land 1,981,230 3,559,210
Buildings and land improvements 8,661,575 13,147,697
Machinery and equipment 19,331,762 31,758,198
Furniture and fixtures 13,270 502,263
Construction-in-process 372,028 802,684
----------- -----------
37,405,509 64,215,712
Less accumulated depreciation, depletion
and amortization 18,809,535 27,779,698
----------- -----------
Net property, plant and equipment 18,595,974 36,436,014
----------- -----------
Other assets:
Cash surrender value of life insurance, net of loans
of $95,412 in 1996 and 1997 917,137 1,175,741
Names and reputations, less accumulated amortization
of $30,450 in 1996 and $129,363 in 1997 1,748,663 15,180,613
Debt issuance costs, less accumulated amortization
of $104,040 in 1996 and $0 in 1997 123,293 66,215
Acquisition costs, less accumulated amortization of
$63,961 in 1996 and $60,809 in 1997 212,799 349,494
Deferred tax assets (note 6) 597,576 375,904
Intangible pension asset (note 8) 93,418 0
Investment in affiliated company (note 5) 217,953 130,627
Other investments 59,366 330,127
Other 489,734 91,764
----------- -----------
Total other assets 4,459,939 17,700,485
----------- -----------
Total assets (notes 3 and 4) 47,994,776 93,137,264
=========== ===========
See accompanying notes to consolidated financial statements.
Liabilities and Stockholders' Equity 1996 1997
------------------------------------ ---- ----
Current liabilities:
Borrowings under lines of credit (note 3) $ 3,500,437 1,328,480
Current installments of long-term debt (note 4) 2,081,481 383,676
Trade payables 1,693,144 2,100,946
Accrued expenses 1,969,976 3,012,322
Due to related parties 0 55,442
Income taxes payable 466,711 275,171
Current portion of deferred income 400,000 400,000
Customer deposits 1,541,602 2,707,970
--------- ---------
Total current liabilities 11,653,351 10,264,007
Long-term debt, excluding current installments (note 4) 13,054,399 974,570
Deferred compensation (note 8) 3,504,090 3,527,261
Deferred income, excluding current portion 400,000 0
Accrued pension cost (note 8) 1,504,512 0
Accrued postretirement benefit cost (note 8) 506,938 527,514
------- -------
Total liabilities 30,623,290 15,293,352
---------- ----------
Commitments (note 7)
Stockholders' equity (note 9):
Preferred stock - $.01 par value;
2,500,000 shares authorized
No shares issued and outstanding
Common stock - Class A, $.01 par value;
30,000,000 shares authorized
3,800,641 shares issued and outstanding in 1997 0 38,007
Common stock - Class B, $.01 par value;
15,000,000 shares authorized
3,499,998 shares issued and outstanding in 1996
and 3,487,957 shares in 1997, convertible into
equivalent shares of Class A common stock 35,000 34,879
Additional paid-in capital 5,593,843 68,277,394
Retained earnings 11,736,082 9,661,879
Cumulative translation adjustment 6,561 (168,247)
----- ---------
Total stockholders' equity 17,371,486 77,843,912
---------- ----------
Total liabilities and stockholders' equity $ 47,994,776 93,137,264
============= ==========
ROCK OF AGES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended December 31, 1995, 1996 and 1997
1995 1996 1997
---- ---- ----
Net revenues $ 33,087,783 44,668,851 54,207,117
Cost of revenues 22,638,804 31,262,530 38,100,903
---------- ---------- ----------
Gross profit 10,448,979 13,406,321 16,106,214
Selling, general and administrative expenses 6,453,425 9,131,459 11,035,768
--------- --------- ----------
Income from operations 3,995,554 4,274,862 5,070,446
--------- --------- ---------
Other expenses:
Interest expense 1,678,178 1,723,355 1,576,477
Early retirement plan expense (note 8) 563,857 0 0
------- - -
Total other expenses 2,242,035 1,723,355 1,576,477
--------- --------- ---------
Income before provision for income taxes 1,753,519 2,551,507 3,493,969
Provision for income taxes (note 6) 358,021 643,343 849,036
------- ------- -------
Net income $ 1,395,498 1,908,164 2,644,933
= ========= ========= =========
Net income per share $ .40 .55 .62
Net income per share - assuming dilution $ .35 .45 .53
Weighted average number of common shares outstanding 3,499,998 3,499,998 4,289,858
Weighted average number of common shares outstanding -
assuming dilution 4,026,984 4,207,825 4,997,229
See accompanying notes to consolidated financial statements.
ROCK OF AGES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended December 31, 1995, 1996 and 1997
Number of Shares
Issued and Outstanding
Class A Class B
Common Common Class A Class B Additional Cumulative Total
Stock Stock Common Common Paid-In Retained Translation Stockholders'
(shares) (shares) Stock Stock Capital Earnings Adjustment Equity
------- ------- ----- ----- ------- -------- ---------- ------------
Balance at
December 31, 1994 0 3,499,998 $ 0 $ 35,000 $ 2,212,044 $ 8,432,420 $ 6,675 $10,686,139
Net income 0 0 0 0 0 1,395,498 0 1,395,498
Acquisitions (note 15) 0 0 0 0 3,381,799 0 0 3,381,799
Cumulative translation
adjustment 0 0 0 0 0 0 15,770 15,770
- - - - - - ------ ----------
Balance at
December 31, 1995 0 3,499,998 0 35,000 5,593,843 9,827,918 22,445 15,479,206
Net income 0 0 0 0 1,908,164 0 1,908,164
Cumulative translation
adjustment 0 0 0 0 0 0 (15,884) (15,884)
- - - - - - -------- -----------
Balance at
December 31, 1996 0 3,499,998 0 35,000 5,593,843 11,736,082 6,561 17,371,486
Net income 0 0 0 0 0 2,644,933 0 2,644,933
Dividends 0 0 0 0 0 (1,069,136) 0 (1,069,136)
Swenson
merger (note 16) 0 0 0 0 0 (3,650,000) 0 (3,650,000)
Issuance of
stock (note 14) 3,708,750 (275,482) 37,088 (2,755) 57,088,177 0 0 57,122,510
Acquisitions (note 15) 91,891 263,441 919 2,634 5,595,374 0 0 5,598,927
Cumulative translation
adjustment 0 0 0 0 0 0 (174,808) (174,808)
- - - - - - --------- ------------
Balance at
December 31, 1997 3,800,641 3,487,957 $ 38,007 $ 34,879 $ 68,277,394 $ 9,661,879 $ (168,247) $77,843,912
========= ========= ======== ======== ============= ============= = ========= ===========
See accompanying notes to consolidated financial statements
ROCK OF AGES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 1995, 1996 and 1997
1995 1996 1997
---- ---- ----
Cash flows from operating activities:
Net income $ 1,395,498 1,908,164 2,644,933
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation, depletion and amortization 1,413,336 1,846,298 2,106,642
Decrease (increase) in cash surrender value of life insurance 71,132 (165,130) (105,713)
Gain on sale of property, plant and equipment (45,063) (5,500) (40,612)
Loss in income of affiliated company 43,156 160,661 130,341
Deferred taxes (131,676) 16,486 (79,658)
Changes in assets and liabilities:
Decrease (increase) in trade receivables (1,727,154) 2,231,586 (152,923)
Decrease (increase) in due to/from related parties 378,885 (1,291,967) 38,872
Decrease (increase) in inventories 243,979 (1,081,430) (1,034,738)
Increase in other current assets (36,783) (131,461) (376,363)
Decrease (increase) in intangible pension asset 481,366 (93,418) 93,418
Decrease (increase) in other assets 101,365 (193,401) (59,108)
Decrease in trade payables (205,627) (236,244) (996,628)
Increase (decrease) in accrued expenses 85,493 301,154 (309,864)
Increase (decrease) in income taxes payable (290,090) 69,302 (199,708)
Increase (decrease) in customer deposits 228,447 689,929 (238,225)
Increase in deferred compensation 9,264 271,996 23,171
Decrease in deferred income (400,000) (400,000) (400,000)
Increase (decrease) in accrued pension cost 29,912 2,188 (1,504,512)
Increase in accrued postretirement benefit cost 10,811 0 20,576
------ - ------
Net cash provided by (used in) operating activities 1,656,251 3,899,213 (440,099)
--------- --------- ---------
Cash flows from investing activities:
Purchases of property, plant and equipment (896,447) (1,648,505) (4,100,519)
Proceeds from sale of property, plant and equipment 70,836 14,476 136,959
Decrease (increase) in other investments (53,933) 49,753 56,340
Acquisitions, net of cash acquired 2,642 (238,310) (19,124,100)
----- --------- -----------
Net cash used in investing activities (876,902) (1,822,586) (23,031,320)
--------- ---------- -----------
Cash flows from financing activities:
Net borrowings (repayments) under lines of credit 2,454,269 920,578 (2,171,957)
Increase in debt issuance costs (2,569) (36,415) (66,215)
Increase in acquisition costs (1,766) (172,689) (234,765)
Proceeds from long-term debt 0 122,082 0
Principal payments on long-term debt (1,644,533) (4,126,635) (23,181,796)
Proceeds from issuance of common stock, net of fees 0 0 57,122,510
- - ----------
Net cash provided by (used in) financing activities 805,401 (3,293,079) 31,467,777
------- ---------- ----------
Effect of exchange rate changes on cash 16,176 (15,026) (122,554)
------ -------- ---------
Net increase (decrease) in cash and cash equivalents 1,600,926 (1,231,478) 7,873,804
Cash and cash equivalents, beginning of year 393,608 1,994,534 763,056
------- --------- -------
Cash and cash equivalents, end of year $ 1,994,534 763,056 8,636,860
=============== ========= =========
Supplemental cash flow information:
Cash paid during the year for:
Interest $ 1,678,178 1,520,420 1,576,477
Income taxes 711,299 742,626 982,262
See accompanying notes to consolidated financial statements.
ROCK OF AGES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Supplemental non-cash investing and financing activities:
See Note 15 for non-cash activities relating to the acquisitions.
During 1997 the Company dividended certain assets of $1,069,136 to a
related party, converted 275,482 shares of Class B common stock into
Class A common stock, and incurred a capital lease obligation of
$555,687 in exchange for property, plant and equipment. See Note 16 for
non-cash activities relating to the Swenson merger.
1995 1996 1997
---- ---- ----
Acquisitions:
Assets acquired $ 9,186,561 625,416 40,345,902
Liabilities assumed and issued (5,449,882) (387,106) (13,271,975)
Capital contributed (3,381,799) 0 0
Common stock issued 0 0 (5,598,927)
- - ----------
Cash paid 354,880 238,310 21,475,000
Less cash acquired (357,522) 0 (2,350,900)
--------- - -----------
Net cash paid for (received from)
acquisitions $ (2,642) 238,310 19,124,100
============ ======= ===========
See accompanying notes to consolidated financial statements.
ROCK OF AGES CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1995, 1996 and 1997
(1) Summary of Significant Accounting Policies
Rock of Ages Corporation and its Subsidiaries (the Company) is an
integrated quarrier, manufacturer, wholesaler and retailer of
granite and products manufactured from granite. The quarry division
sells granite both to the manufacturing division and to outside
manufacturers, as well as to distributors in Europe and Japan. The
retail division engraves and sells memorials and other granite
products at its various locations throughout the U.S. The
manufacturing division's principal product is granite memorials used
primarily in cemeteries, although it also manufactures some
specialized granite products for industrial applications.
Manufacturing revenues were approximately 54%, 73% and 71% of total
revenues in 1995, 1996 and 1997, respectively, with the balance
being quarry and retail revenues. Foreign revenues represented
approximately 41%, 29% and 22% of total revenues in 1995, 1996 and
1997, respectively. Revenues in Canada accounted for approximately
44%, 52% and 54% of total foreign revenues in 1995, 1996 and 1997,
respectively.
(a) Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany balances and transactions have been
eliminated in consolidation.
(b) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with
a maturity of three months or less to be cash equivalents.
(c) Inventories
Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out (FIFO) method.
(d) Depreciation, Depletion and Amortization
Property, plant and equipment are stated at cost. Depreciation
is calculated using the straight-line and declining balance
methods, based upon the following estimated useful lives:
Buildings and land improvements 5 to 40 years
Machinery and equipment 3 to 20 years
Furniture and fixtures 5 to 12 years
Depreciation expense amounted to $1,253,186, $1,659,160 and
$1,720,810 in 1995, 1996 and 1997, respectively, which includes
depreciation related to equipment under capital leases.
Cost depletion and amortization of granite reserves and
development costs is provided by charges to operations based on
cubic feet produced in relation to estimated reserves of the
property. Cost depletion and amortization charged to operations
amounted to $69,338, $54,013 and $66,906 in 1995, 1996 and
1997, respectively.
(e) Foreign Currency Translation
The Company translates the accounts of its foreign subsidiary
in accordance with Statement of Financial Accounting Standards
No. 52, under which all assets and liabilities are translated
at the rate of exchange in effect at year end.
Revenue and expense accounts are translated using weighted
average exchange rates in effect during the year. Gains or
losses from foreign currency translation are charged to
"cumulative translation adjustment" which is included
in stockholders' equity in the accompanying consolidated
balance sheets.
(f) Income Taxes
The Company files its U.S. Federal income tax returns on a
consolidated basis. Rock of Ages Canada, Inc., a wholly-owned
subsidiary, is responsible for income taxes in Canada.
Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to the differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that
includes the enactment date.
The Company is allowed to claim percentage depletion, under IRS
Code Section 613, for tax purposes based upon income derived from
quarrying operations.
(g) Names and Reputations
Names and reputations, essentially goodwill, was recorded as a
result of acquisitions and is being amortized over 40 years
using the straight-line method. Amortization expense amounted
to $30,450 in 1996 and $98,913 in 1997.
The Company assesses the recoverability of this intangible
asset by determining whether the amortization over its
remaining life can be recovered through undiscounted future
operating cash flows of the acquired operations. The amount of
impairment, if any, is measured based on projected discounted
future operating cash flows using a discount rate reflecting
the Company's average cost of funds. The assessment of the
recoverability of names and reputations will be impacted if
estimated future operating cash flows are not achieved.
(h) Debt Issuance Costs
Debt issuance costs are amortized using the straight-line
method over the term of the related borrowing. Amortization
expense amounted to $70,124, $70,141 and $123,293 in 1995, 1996
and 1997, respectively.
(i) Acquisition Costs
Acquisition costs are amortized using the straight-line method
over 60 months. Amortization expense amounted to $20,688,
$32,534 and $96,720 in 1995, 1996 and 1997, respectively.
(j) Investments
Investments consists of certificates of deposit with initial
terms of six years with maturities through 1999. Certificates o
deposit are valued at cost plus accrued interest.
(k) Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of
The Company adopted the provisions of SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, on January 1, 1996. This Statement
requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying
amount of an asset to future net cash flows expected to be
generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported
at the lower of the carrying amount or fair value less costs to
sell. Adoption of the Statement did not have a material impact
on the Company's financial position, results of operations, or
liquidity.
(l) Deferred Income
Deferred income represents revenues received in 1992 in
relation to a distribution agreement. Revenue is being
recognized over six years beginning in 1993, per the terms of
the agreement.
(m) Common Stock
The shares of Class A common stock and Class B common stock are
substantially identical, except for voting rights
and certain conversion rights, as described below:
Voting Rights - Each share of Class A common stock entitles the
holder to one vote on each matter submitted to a vote of the
Company's stockholders and each share of Class B common stock
entitles the holder to ten votes on each such matter, in each
case including the election of directors. Neither the Class A
common stock nor the Class B common stock has cumulative voting
rights.
Conversion - Class A common stock has no conversion rights.
Class B common stock is convertible into Class A common stock,
in whole or in part, at any time and from time to time at the
option of the holder on the basis of one share of Class A
common stock for each share of Class B common stock converted.
Each share of Class B common stock will also automatically
convert into one share of Class A common stock upon transfer to
any person or entity other than a Permitted Transferee, as
defined by the Company.
(n) Revenue Recognition
The manufacturing division recognizes revenue upon shipment of
finished orders. The quarry division recognizes revenue upon
sales order at which time ownership passes to the customer
although the block may not be shipped until a later date. The
retailing division recognizes revenue upon the setting of the
memorial. In certain instances, the Company may enter into an
agreement with a customer which provides for extended payment
terms, generally up to two years from either the date of
setting of the memorial or, in certain instances, upon the
settlement of an estate.
The Company does not require collateral or other security on
trade receivables. The credit risk on trade receivables is
controlled by requiring significant deposits. The Company
continuously monitors outstanding trade receivables.
(o) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
use estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
(p) Stock-Based Employee Compensation
The Company uses the intrinsic value based method per APB
Opinion No. 25, Accounting for Stock Issued to Employees,
for all of its stock-based employee compensation arrangements.
(q) Net Income Per Share
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.
(r) Accounting Standards
The following accounting standards have been issued, but not
yet adopted:
"SFAS No. 130, Reporting Comprehensive Income", will be
effective for periods beginning after December 15, 1997.
"SFAS No. 131, Disclosure About Segments of an Enterprise and
Related Information", will be effective for periods beginning
after December 15, 1997.
"SFAS No. 132, Employers' Disclosures about Pensions and Other
Postretirement Benefits", will be effective for periods
beginning after December 15, 1997.
Management does not believe that adoption of the above
pronouncements will have a material effect on the Company's
financial statements.
(2) Inventories
Inventories consist of the following at December 31, 1996 and 1997:
1996 1997
Raw materials $7,065,320 9,013,974
Work-in-process 1,694,671 2,261,444
Finished goods and supplies 2,563,622 4,828,439
--------- ---------
$ 11,323,613 16,103,857
============= ==========
(3) Lines of Credit
Under the line of credit agreements in 1996 the Company and a
related party, Swenson Granite Company, Inc., may be advanced up to
a maximum of $9,500,000 with a lending institution, based on
percentages of eligible accounts receivable and eligible inventory.
The line of credit arrangements bear interest at the Chemical Bank
prime rate plus 1%, and are secured by substantially all assets of
the Company. The amount outstanding as of December 31, 1996 was
$1,779,124. The weighted average interest rate was 9.29% in 1996 and
9.44% during 1997 when amounts remained outstanding.
On December 17, 1997 the Company renegotiated its financing with the
CIT Group/Business Credit, Inc. 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 December 31, 1997, both credit lines were unused and available
in their entirety. Such loans and advances shall be in amounts up to
75% of the outstanding eligible accounts receivable of the Company
and 50% of the aggregate value of eligible inventory of the Company
not to exceed $12,500,000 in the aggregate at any one time. The
acquisition term loans are limited to two per calendar quarter and
must be at least $1,000,000 each. The interest rate on this
agreement is based on a formula of prime less .50%, or at the
Company's election, the sum of 1-3/4% plus LIBOR. However, if the
Company chooses the latter option, the elections must be in
multiples of $1,000,000, and no more than four LIBOR elections may
be in effect at any one time. Fees include a one time fee of
$125,000, a line of credit fee of $4,167 per month and a collateral
management fee of $1,000 per month.
A subsidiary of the Company also has a line of credit agreement with
a lending institution. Under the terms of this agreement, a maximum
of approximately $2,400,000 may be advanced based on percentages of
eligible accounts receivable, eligible inventory, and tangible fixed
assets. The line of credit agreement will be reviewed at least
annually for any revisions to the agreement, bears interest at the
prime rate plus 3/4%, and is secured by substantially all assets of
the subsidiary. Amounts outstanding as of December 31, 1996 and 1997
were $1,721,313 and $1,328,480, respectively. The weighted average
interest rates were 7.85% and 7.02% in 1996 and 1997, respectively.
(4) Long-Term Debt
Long-term debt at December 31, 1996 and 1997 consists of the
following:
1996 1997
---- ----
Note payable - bank, interest at
Chemical Bank prime plus 1-1/4%, paid
in full in October 1997 $ 3,200,000 0
Note payable - bank, interest at
Chemical Bank prime plus 1-1/4%, paid
in full in October 1997 11,410,385 0
Note payable - Dutton, interest at 6%,
payable in monthly principal and
interest payments of $674, unsecured,
due December 2003 46,130 40,662
Note payable - bank, interest at
lender's operational rate plus 1%, paid
in full in October 1997 321,068 0
Note payable - bank, interest at 10.5%,
paid in full in October 1997 40,012 0
Note payable - Plante, interest at
8.0%, payable in monthly payments of
$2,593 beginning February 2001,
unsecured, due January 2021 0 310,000
Note payable - bank, interest at
prime plus 1.5%, payable in
monthly installments of $582 plus
interest, due November 2001,
secured by property with a net book
value of $39,792 and $35,447
at December 31, 1996 and 1997,
respectively 35,269 26,802
Obligation under capital lease,
interest at 7.99%, payable in
monthly installments of $1,610 plus
interest, due December
2000, secured by equipment 83,016 66,096
Obligation under capital lease,
interest at 7.89%, payable in monthly
installments of $10,994, due December
2001, secured by equipment $ 0 507,139
Note payable - corporation, payable
with granite inventory at a set sales
price of $14.50 per cubic foot at
maximum sales of 1,500 cubic feet per
month 0 407,547
- -------
15,135,880 1,358,246
Less current installments 2,081,481 383,676
--------- ---------
Long-term debt, excluding current
installments $13,054,399 974,570
=========== =======
Future maturities of the December 31, 1997 long-term debt are as
follows:
Obligations Other
Under Long-Term
Year ended December 31: Capital Lease Debt
1998 $ 151,250 273,797
1999 151,250 159,701
2000 169,929 13,535
2001 203,280 18,759
2002 0 14,424
Thereafter 0 304,795
--------- -------
675,709 785,011
Interest included in obligations under
capital lease 102,474
-------
$ 573,235
==========
The cost of the equipment under capital leases was $95,731 and
$794,482 and related accumulated depreciation was $1,595 and $39,831
as of December 31, 1996 and 1997, respectively.
The financing agreements with banks contain various restrictive
covenants with respect to the maintenance of financial ratios,
capital additions, and other items. As of December 31, 1997 all
covenants have been complied with or waived by the banks.
(5) Investment in Affiliated Company
Investment in affiliated company, accounted for under the equity
method, at December 31, 1996 and 1997 consists of a 50% equity
interest in Rock of Ages of Asia of $217,953 and $130,627,
respectively.
The Company has recorded losses on its investment in Rock of Ages
Asia of $43,156, $160,661 and $87,326 in 1995, 1996 and 1997,
respectively. Net revenues with Rock of Ages Asia were $2,997,845,
$592,100 and $1,180,329 in 1995, 1996 and 1997, respectively. Trade
receivables due from Rock of Ages Asia was $769,354 and $1,113,549
as of December 31, 1996 and 1997, respectively.
ROCK OF AGES CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(6) Income Taxes
A summary of components of the provision for income taxes for the
years ended December 31, 1995, 1996 and 1997 is as follows:
1995 1996 1997
---- ---- ----
Current $ 381,719 626,857 922,016
Deferred (23,698) 16,486 (72,980)
------- ------ -------
Total $ 358,021 643,343 849,036
========== ======= =======
Included in income before provision for income taxes is foreign
income (loss) of $187,281, ($303,374) and $379,736 for the years
ended December 31, 1995, 1996 and 1997, respectively.
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax
liabilities at December 31, 1996 and 1997 are presented below:
1996 1997
---- ----
Deferred tax assets:
Accrued pension, accrued postretirement
benefit cost and deferred compensation $ 890,941 1,050,131
Allowance for doubtful accounts 94,920 499,980
Accrued expenses 86,120 109,766
Deferred income 217,600 111,200
Inventories, principally due to additional
costs inventoried for tax purposes pursuant
to the Tax Reform Act of 1986 237,279 410,922
Other assets 374,789 1,295,252
Total gross deferred tax assets 1,901,649 3,477,251
Less valuation allowance (495,877) (1,520,183)
--------- -----------
Total net deferred tax assets 1,405,772 1,957,068
--------- -----------
Deferred tax liabilities:
Quarry development (375,445) (412,169)
Other liabilities (12,880) (816,794)
-------- ----------
Total gross deferred tax liabilities (388,325) (1,228,963)
-------- ----------
Net deferred tax assets $ 1,017,447 728,105
========== =======
The reconciliation of differences between the statutory U.S. federal
income tax rate and the Company's effective tax rate follows:
1995 1996 1997
---- ---- ----
U.S. statutory rate 34.0% 34.0% 34.0%
State taxes 6.0 6.1 6.0
Other, primarily tax depletion (19.6) (14.9) (15.7)
--------- --------- ---------
Effective tax rate 20.4% 25.2% 24.3%
========= ========= =========
SFAS No. 109 requires a valuation allowance against deferred tax
assets if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not
be realized. Management believes that it is more likely than not
that the results of future operations will generate sufficient
taxable income to realize the net deferred tax assets.
(7) Leases
The Company has several noncancellable operating leases for
vehicles, equipment and office space which expire over the next five
years. Rental expense for operating leases was $164,467, $161,607
and $178,146 during 1995, 1996 and 1997, respectively.
Future minimum lease payments under noncancellable operating leases
(with initial or remaining lease terms in excess of one year) are as
follows:
Year ended December 31:
1998 $ 392,161
1999 328,322
2000 229,264
2001 177,000
2002 148,700
-------
$ 1,275,447
============
The Company also acts as the lessor of various parcels of land.
Rental income was $32,182, $32,210 and $32,133 in 1995, 1996 and
1997, respectively. Future minimum rentals to be received under
noncancellable leases are as follows:
Year ended December 31:
1998 $ 31,950
1999 31,575
2000 28,950
2001 28,200
2002 19,200
Thereafer 28,350
----------
$ 168,225
==========
(8) Pension and Retirement Plans
Pension Plans - Non-Union
The Parent Company has a defined benefit pension plan which covers
all salaried employees of the Parent Company and a related party,
Swenson Granite Company, Inc. who have attained age 21 and have
completed one year of service.
Employees with five or more years of service are entitled to pension
benefits beginning at normal retirement age (65) equal to 1.8% of
average compensation times years of credited service. Maximum number
of years of credited service is equal to 30 years.
The Company makes contributions in such amounts and at such times as
it shall determine in accordance with an established funding method
and policy, which is consistent with plan objectives and the
requirements of the Employee Retirement Income Security Act of 1974
(ERISA). The Company's contributions for the years ended December
31, 1995, 1996 and 1997 were based on the minimum funding
requirements of ERISA. An additional contribution of $1,500,000 was
made in 1997 from net proceeds of the initial public offering.
Plan assets consist of marketable securities and an unallocated
insurance contract.
Net periodic pension cost for the Company's defined benefit pension
plan for the years ended December 31, 1995, 1996 and 1997, charged
to operations in the accompanying consolidated statements of
operations, excluding the expense incurred as a result of the early
retirement window described below, consisted of the following:
1995 1996 1997
---- ---- ----
Service cost-benefits attributable
to service during the period $ 222,485 392,429 387,461
Interest cost on projected benefit
obligation 881,644 1,042,864 1,098,197
Return on plan assets (1,660,367) (1,342,269) (1,922,654)
Net amortization and deferral 1,149,127 776,636 1,236,331
--------- --------- ---------
Net periodic pension cost $ 592,889 869,660 799,335
= ======= ======= =======
Assumptions used by the Company in the determination of pension plan
information consisted of the following as of December 31, 1996 and
1997:
1996 1997
---- ----
Discount rate 7.25% 7.25%
Rate of increase in compensation levels 5.50% 5.50%
Expected long-term rate of return on
plan assets 9.00% 9.00%
The following table sets forth the funded status of the plan and
amounts recognized in the accompanying consolidated
balance sheets at December 31, 1996 and 1997:
1996 1997
---- ----
Actuarial present value of accumulated
benefit obligation including vested
benefits of $11,654,986 in 1996 and
$12,564,091 in 1997 $ (12,225,920) (13,180,632)
============= ============
1996 1997
---- ----
Actuarial present value of projected
benefit obligation $(15,045,099) (16,359,506)
Plan assets at fair value 11,296,553 14,670,887
----------- ----------
Projected benefit obligation in excess
of plan assets (3,748,546) (1,688,619)
Unrecognized net gain from past
experience different from that assumed
and the effects of changes in
assumptions (899,363) (1,135,787)
Unrecognized net prior service cost 2,209,852 2,032,632
Unrecognized net obligation 933,545 791,774
--------- ---------
Accrued pension cost $ (1,504,512) 0
=========== =
Effective November 1, 1995 the Company offered an early retirement
window for eligible employees. As a result, the Company recognized a
curtailment loss of $563,857 which has been charged to other
expenses in the accompanying consolidated statement of operations.
Postretirement Benefits
In addition to providing pension benefits, the Company sponsors a
defined benefit postretirement health care plan for early retirees.
No other Company employees or retirees are eligible to participate
in the plan. The Company also sponsors defined benefit
postretirement group life insurance plans for union and non-union
employees. The death benefit provided to union retirees is $6,000;
the death benefit provided to non-union retirees is 0.75 times the
retiree's salary on the date of retirement (capped at $60,000).
Net periodic postretirement benefit costs for the Company, included
in selling, general and administrative expenses, for the years ended
December 31, 1995, 1996 and 1997 consisted of the following:
Postretirement Postretirement
1995 Medical Life Insrance Total
---- -------------- -------------- -----
Service cost-benefits attributable to
service during the period $ 0 10,086 10,086
Interest cost on accumulated post-
retirement benefit obligation 28,141 93,356 121,497
Net amortization and deferral 0 63,136 63,136
---------- ------ ------
Net periodic postretirement benefit cost $ 28,141 166,578 194,719
========= ======= =======
1996
----
Service cost-benefits attributable to
service during the period $ 0 17,454 17,454
Interest cost on accumulated postretirement
benefit obligation 16,900 101,268 118,168
Net amortization and deferral (10,682) 63,136 52,454
------- ------- -------
Net periodic postretirement benefit cost $ 6,218 181,858 188,076
========= ======= =======
1997
----
Service cost-benefits attributable to
service during the period $ 0 13,619 13,619
Interest cost on accumulated postretirement
benefit obligation 14,306 103,570 117,876
Net amortization and deferral (6,334) 63,136 56,802
------- ------ ------
Net periodic postretirement benefit cost $ 7,972 180,325 188,297
========== ======= =======
The following table sets forth the funded status for the Company as of December 31, 1996 and 1997:
Postretirement Postretirement
1996 Medical Life Insrance Total
---- -------------- -------------- -----
Accumulated postretirement benefit
obligation:
Retirees $ (217,057) (1,063,609) (1,280,666)
Fully eligible active plan participants 0 (179,426) (179,426)
Other active plan participants 0 (193,414) (193,414)
---------- ---------- ---------
(217,057) (1,436,449) (1,653,506)
---------- ---------- ----------
Plan assets at fair value 0 0 0
- - -
Accumulated postretirement benefit
obligation in excess of plan assets (217,057) (1,436,449) (1,653,506)
Unrecognized transition obligation 0 1,073,310 1,073,310
Unrecognized net (gain)/loss from
past experience different from
that assumed (54,581) 127,839 73,258
------- --------- ---------
Accrued postretirement benefit cost $ (271,638) (235,300) (506,938)
========= ========= =========
1997
----
Accumulated postretirement benefit
obligation:
Retirees $ (172,835) (1,114,770) (1,287,605)
Fully eligible active plan participants 0 (189,763) (189,763)
Other active plan participants 0 (193,227) (193,227)
--------- --------- ---------
(172,835) (1,497,760) (1,670,595
--------- --------- ---------
Plan assets at fair value 0 0 0
- - -
Accumulated postretirement benefit
obligation in excess of plan assets (172,835) (1,497,760) (1,670,595)
Unrecognized transition obligation 0 1,010,174 1,010,174
Unrecognized net (gain)/loss from past
experience different from that assumed (45,205) 178,112 132,907
-------- --------- ----------
Accrued postretirement benefit cost $ (218,040) (309,474) (527,514)
========= ========= =========
ROCK OF AGES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The weighted-average discount rate used in determining the actuarial
present value of the accumulated postretirement benefit obligation
was 7.5% and 7.25% as of December 31, 1996 and 1997, respectively.
For measurement purposes, a 8% rate of increase in the per capita
cost of covered health care benefits was assumed for 1997 and was
assumed to gradually decrease to 4% over the next 6 years. An
increase in the assumed health care cost trend rates of 1 percentage
point in each year would result in an increase in the postretirement
medical plan accumulated postretirement benefit obligation as of
December 31, 1997 of $8,344 and the aggregate of the service and the
interest cost components of the postretirement medical plan net
periodic postretirement benefit cost for 1997 would increase by
$575.
Union Employee Plans
Union employees participate in a multi-employer defined benefit
pension plan. The Company contributes amounts as required by the
union contract. At the present time, there is not sufficient
information to accurately determine the Company's share of the
liability for unfunded vested benefits of the plan. If the Company
terminated its operations or withdrew from the plan, it would be
required, under federal law, to accelerate funding of its
proportionate share of the plan's unfunded vested benefits. The
amount charged to operations in the accompanying consolidated
statements of operations was $456,470, $713,738 and $786,217 in
1995, 1996 and 1997, respectively.
Deferred Compensation Plans
The Company has deferred compensation agreements with certain
employees under a salary continuation plan. Generally, the terms of
the plan provides for specified monthly payments to the employee or
the beneficiary for a 15-year period beginning at the employee's
retirement, disability or death. In certain cases, the plan also
provides for minimum payments in the event of termination other than
retirement, disability or death.
Net periodic deferred compensation cost, charged to operations in
the accompanying consolidated statements of operations, under the
plan for the years ended December 31, 1995, 1996 and 1997 consisted
of the following:
1995 1996 1997
---- ---- ----
Service cost earned during the period $ 13,369 56,108 67,366
Interest cost on projected benefit
obligation 87,876 98,386 99,859
Net amortization and deferral 18,761 31,392 30,428
------ ------ ------
Net periodic deferred compensation cost $ 120,006 185,886 197,653
========= ======= =======
ROCK OF AGES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the funded status of the plan as of
December 31, 1996 and 1997 and amounts recognized in the
accompanying consolidated balance sheets as of December 31, 1996 and
1997:
1996 1997
---- ----
Actuarial present value of projected benefit obligation $ (1,445,083) (3,407,757)
Plan assets at fair value 0 0
- -
Projected benefit obligation in excess of plan assets (1,445,083) (3,407,757)
Unrecognized net gain from past experience different
from that assumed and the effect of
changes in assumptions (17,589) 102,542
Unrecognized net obligation 36,736 29,443
Unrecognized prior service obligation 251,873 2,042,542
Adjustment required to recognize minimum liability (183,418) (2,016,705)
-------- -----------
Deferred compensation $ (1,357,481) (3,249,935)
=========== ==========
The assumed rate of return used in determining the value of
accumulated plan benefits was 7.5% and 7.25% for the years ended
December 31, 1996 and 1997, respectively.
The Company entered into deferred compensation agreements with three
former stockholders of acquired companies. The present value of
these payments was $2,146,609 as of December 31, 1996. In 1997 two
of the deferred compensation agreements were transferred to the
salary continuation plan and are included in the above information
regarding the plan. The present value of the remaining agreement was
$277,326 as of December 31, 1997. Total annual payments of $84,000
begin in 2001 and end in 2005.
Savings and Profit Sharing Plan
The Company has a defined contribution savings plan under Section
401(k) of the Internal Revenue Code for employees whose employment
is not governed by a collective bargaining agreement and who have
completed one year of service. The Company's contribution was
$19,804, $27,587 and $35,629 in 1995, 1996 and 1997, respectively.
The Company also has a defined contribution savings plan under
Section 401(k) of the Internal Revenue Code for employees covered by
a collective bargaining agreement who have completed one year of
service. The Company's contribution was $13,830, $24,362 and $36,674
in 1995, 1996 and 1997, respectively.
ROCK OF AGES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(9) Stock-Based Employee Compensation
Under the terms of the Amended and Restated 1994 Stock Plan,
1,500,000 options were reserved for issuance to key employees and
directors to purchase equivalent shares of common stock at exercise
prices ranging from $2.40 to $18.50. The options granted have a five
year term and vest at 20% per year over this period.
The following table sets forth the stock option transactions for the
years ended December 31, 1995, 1996 and 1997:
Number Weighted Average
of Shares Exercise Price
--------- ----------------
Outstanding, December 31, 1994 and 1995 275,000 $ 2.49
Granted, January 2, 1996 225,000 3.59
Granted, December 31, 1996 362,500 3.75
------
Outstanding, December 31, 1996 862,500 3.31
Granted, October 24, 1997 383,252 18.50
------- -----
Outstanding, December 31, 1997 1,245,752 $ 7.98
========= = ====
Exercisable, December 31, 1997 531,650 5.33
Weighted average remaining contractual life 2.9 years
The Company has adopted the disclosure-only provisions of Statement
of Financial Standards No. 123, Accounting for Stock-Based
Compensation. Accordingly, no compensation cost has been recognized
for stock options granted under the plan as the options were all
granted at exercise prices which equaled the fair market value at
the date of the grant. Had compensation cost for the Company's stock
option plan been determined based on the fair value at the grant
date for awards during 1996 and 1997 consistent with the provisions
of SFAS No. 123, the Company's net income would have been reduced to
the proforma amount indicated below:
1996 1997
---- ----
Net income, as reported $ 1,908,164 2,644,933
Net income, pro forma 1,798,619 2,268,984
Net income per share, pro forma $ .51 .53
Net income per share - assuming dilution, pro forma .43 .45
Pro forma net income reflects only options granted in 1996 and 1997
and is not necessarily indicative of future effects on net income.
Therefore, the full impact of calculating compensation cost for
stock options under SFAS No. 123 is not reflected in the pro forma
net income amounts presented because compensation cost is reflected
over the options' vesting periods and compensation cost for options
granted prior to January 1, 1996 is not considered.
The fair value of each option grant is estimated on the date of the
grant. Options granted prior to 1997 were valued using the Minimum
Value Method with the following weighted-average assumptions:
risk-free interest rate of 6%; dividend yield of $0; and expected
lives of five (5) years. The 1997 options were valued using the
Black-Scholes option-pricing model with the following
weighted-average assumptions: risk-free interest rate of 6%;
dividend yield of $0; expected volatility of 16%; and expected lives
of five (5) years.
ROCK OF AGES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(10) Related Party Transactions
The Company is related, through common ownership with several
companies. The transactions with related parties, included in the
consolidated statement of operations, are as follows for the years
ended December 31, 1995, 1996 and 1997:
1995 1996 1997
---- ---- ----
Revenues with related parties $ 0 729,611 840,554
Cost of revenues with related parties 0 194,047 1,231,151
Selling, general and administrative expense 912,000 936,000 750,000
Amounts due to (from) related parties as of December 31, 1996 and
1997 are as follows:
1996 1997
---- ----
Due from Swenson Granite Company, Inc. $(3,584,644) (89,597)
Due from K & E Sawing Company 0 (6,000)
Due to Missouri Red Quarries 0 146,708
Due to Keystone Granite Company 0 4,331
----------- -----
$(3,584,644) 55,442
Included in operating lease obligations are noncancellable leases
for office space and a building with related parties amounting to
$177,000 per year through 2002.
(11) Fair Value of Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosures
About the Fair Value of Financial Instruments", requires disclosure
of information about the fair value of certain financial instruments
for which it is practicable to estimate that value. For purposes of
the following disclosure the fair value of a financial instrument is
the amount at which the instrument could be exchanged in a current
transaction between willing parties other than in a forced sale or
liquidation. Management has determined that the carrying values of
its financial assets and liabilities approximate fair value at
December 31, 1997.
ROCK OF AGES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(12) Unaudited Quarterly Summary Information
The following is a summary of unaudited quarterly summary
information for the years ended December 31, 1996 and
1997 (in thousands, except per share data):
Net Income
(Loss)
Net Income Per Share -
Net Net Income (Loss) Assuming
Revenues (Loss) Per Share Dilution
-------- ---------- ---------- ------------
1996 Quarters:
First $ 7,247 (1,371) (.39) (.33)
Second 12,696 1,126 .32 .27
Third 13,160 978 .28 .23
Fourth 11,566 1,175 .34 .28
------ ----- --- ---
Total $ 44,669 1,908 .55 .45
= ====== ===== === ===
1997 Quarters:
First $ 8,192 (978) (.28) (.23)
Second 12,575 986 .28 .23
Third (1) 16,374 833 .22 .19
Fourth (2) 17,066 1,804 .28 .26
------ ----- --- ---
Total $ 54,207 2,645 .62 .53
= ====== ===== === ===
Note
The Company has historically experienced certain seasonal patterns,
primarily due to weather conditions affecting operations in Vermont
and Canada and the setting of memorials in cemeteries located in
northern regions.
(1) In the third quarter of 1997 the Company acquired Keystone.
(2) In the fourth quarter of 1997 the Company acquired Childs and Keith.
(13) Earnings Per Share
Effective December 31, 1997 the Company adopted SFAS No. 128,
Earnings per Share. This adoption resulted in the restatement of per
share information for all periods presented.
The following is a reconciliation of the numerators and denominators
of the basic and diluted earnings per share (EPS) computations for
net income for the years ended December 31, 1995, 1996 and 1997:
Income Shares Per Share
1995 (Numerator) (Denominator) Amount
---- --------- ----------- ---------
Basic EPS
Net income $ 1,395,498 3,499,998 .40
Effect of dilutive securities:
Stock options 526,986
Diluted EPS
Net income and assumed conversions 1,395,498 4,026,984 .35
1996
----
Basic EPS
Net income $ 1,908,164 3,499,998 .55
Effect of dilutive securities:
Stock options 707,827
Diluted EPS
Net income and assumed conversions 1,908,164 4,207,825 .45
1997
----
Basic EPS
Net income $ 2,644,933 4,289,858 .62
Effect of dilutive securities:
Stock options 707,371
Diluted EPS
Net income and assumed conversions 2,644,933 4,997,229 .53
Options to purchase 383,252 shares of Class A common stock at $18.50
per share were outstanding as a result of the 1997 acquisitions but
were not included in the computation of diluted EPS because the
options' exercise price was greater than the average market price of
the common shares.
(14) Initial Public Offering
Effective October 21, 1997 the Company made an initial public
offering (IPO) of 3,225,000 shares of Class A common stock at $18.50
per share, inclusive of 275,482 shares being sold by the selling
shareholders. On November 21, 1997 the underwriters exercised their
option to purchase an additional 483,750 shares of Class A common
stock at $18.50 per share. The issuance of stock has been recorded
net of underwriting fees and other IPO expenses incurred of
$6,392,948.
(15) Acquisitions
Effective December 31, 1995 Swenson Granite Company, a predecessor
to the Company, purchased all of the outstanding stock of Lawson
Granite Company and Anderson-Friberg Company. The aggregate cost of
these acquisitions was $5,715,288 made up of 463 shares of Swenson
stock valued at $3,381,799, a $310,000 note payable, $354,880 in
cash paid in 1996, and $2,146,609 in deferred compensation
arrangements. Accordingly, the purchase price was allocated to the
assets acquired and liabilities assumed based upon their respective
fair values. This treatment resulted in $1,779,113 of cost in excess
of net assets acquired, or names and reputations, and was accounted
for under the purchase method. The net assets from the acquisition
were contributed by Swenson to the Company.
On June 30, 1997 the Company acquired all of the outstanding stock
of KSGM, a successor to Keystone Memorials, Inc. for 263,441 shares
of the Company's Class B common stock which was accounted for under
the purchase method. The fair market value of KSGM on the date of
acquisition was $3,898,927. As of June 30, 1997 investment in
affiliated company included Keystone's 50% equity investment in four
Quarry Companies (QC's) and Southern Mausoleums, Inc. (SMI).
On October 24, 1997 the Company acquired Childs & Childs Granite
Company, Inc. and a related company for $6,600,000 in cash and
10,810 shares of Class A common stock at the IPO price of $18.50 per
share which was accounted for under the purchase method. The assets
acquired included the remaining 50% equity investment in four QC's
and SMI. The purchase price has been allocated to the assets
acquired and liabilities assumed based upon their respective fair
market values, resulting in $5,690,032 of cost in excess of net
assets acquired of which $4,167,254 was allocated to property, plant
and equipment with the remaining $1,522,778 to names and
reputations.
Also on October 24, 1997 the Company acquired Keith Monument Company
and its affiliated companies for $16,375,000, consisting of 81,081
shares of Class A common stock at the IPO price of $18.50 per share
and $14,875,000 in cash which was 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 $13,202,181 of cost in excess of net assets
acquired of which $1,014,000 was allocated to property, plant and
equipment, $246,211 for the conversion of inventory previously
accounted for under LIFO, and the remaining $11,941,970 to names and
reputations.
Proceeds from the purchases of $100,000 and $250,000 for the Childs
and Keith acquisitions, respectively, are being held by the Company
for a period of one year per the purchase and sale agreements for
the settlement of certain conditions. These amounts are recorded as
accrued expenses as of December 31, 1997.
The following unaudited pro forma information has been prepared
assuming that the acquisitions occurred at the beginning of the
current and immediately preceding 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.
(Unaudited)
Years ended December 31,
------------------------
1995 1996 1997
---- ---- ----
Net revenues $ 41,199,480 74,157,928 78,372,947
Net income 1,462,688 2,761,948 4,633,312
Net income per share .42 .79 1.08
Net income per share - assuming dilution .36 .66 .93
The Company also acquired certain assets and assumed certain
liabilities of Adru Granite, Inc. for $238,310 in 1996. The results
of operations were not material in relation to the Company's
consolidated results of operations, therefore pro forma information
has not been provided.
ROCK OF AGES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(16) Reorganization/Recapitalization
On August 12, 1997, pursuant to the reincorporation merger of Rock
of Ages Corporation, a Vermont corporation and the immediate
predecessor to the Company ("ROA Vermont") with and into a
newly-formed Delaware corporation, with the Company surviving as a
Delaware corporation, (i) the Company authorized 30,000,000 shares
of $.01 par value Class A Common Stock, 15,000,000 shares of $.01
par value Class B Common Stock, and 2,500,000 shares of $.01 par
value Preferred Stock and (ii) each outstanding share of common
stock of ROA Vermont was converted into one half of a share of Class
B Common Stock of the Company. The Common Stock outstanding and
weighted average shares outstanding for all periods presented have
been adjusted for the new stock capitalization.
Prior to the initial public offering, the Company went through a
reorganization (the "Reorganization") as follows: (i) the merger of
Swenson Granite Company, Inc. ("Swenson Granite") with and into the
Company, with the Company as the surviving corporation (the "Swenson
Merger"), in which Swenson Granite's stockholders received 1,618.123
shares of Class B Common Stock for each share of Swenson Granite
common stock (immediately prior to the Swenson Merger, a total of
2,163 shares of Swenson Granite were outstanding); and (ii)
immediately prior to the Swenson Merger, Swenson Granite distributed
its curb and landscaping business (essentially all of its operating
assets and operating liabilities) to its stockholders (the "Swenson
Granite Distribution") through a pro rata distribution of all of the
member interests in a newly formed limited liability company named
Swenson Granite Company LLC ("Swenson LLC").
Following the Swenson Granite Distribution and prior to the Swenson
Merger, the sole asset of Swenson Granite was a 93% stock interest
in the Company and its only liabilities were a $3,499,998
intercompany payable to the Company and a $310,000 note payable.
Pursuant to the Swenson Merger, the Swenson Granite stockholders
received a total of 3,500,000 shares of Class B Common Stock which
represented 93% of the Company's total shares outstanding prior to
the offering, the shares of Class B Common Stock held by Swenson
Granite were cancelled, the intercompany payable was forgiven and
the Company assumed the note payable. The minority interest in the
Company is the same both before and after the Swenson Merger. The
only effect on the Company's financial statements was a reduction in
stockholder' equity of $3,650,000. This effect is due solely to the
forgiveness of the aforesaid intercompany payable and the assumption
of the aforesaid note payable.
(17) Subsequent Event
On February 17, 1998 the Company announced that it has entered into
separate letters of intent to acquire six unrelated companies
engaged in the business of retailing granite memorials in regions
previously targeted by the Company. The six companies with 18 sales
locations in five states, had aggregate sales in 1997 of
approximately $11,200,000.
The aggregate purchase price for the six companies will be
approximately $8.4 million, comprised of approximately $1.6 million
in cash, $4.8 million of indebtedness to be assumed and/or paid by
the Company and shares of Class A common stock of the Company having
a market value of approximately $2.0 million as of the closing
dates. One of the transactions will include a contingent cash payout
based on the achievement of certain targeted earnings at that
particular retailer.
The transactions are separate and thus are not conditioned upon one
another, and are expected to close near the end of the first
quarter. However, in each case consummation of the acquisitions is
subject to various conditions, including the negotiation and
execution of definitive agreements. Accordingly, there can be no
assurance as to the completion of the proposed transactions.
INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION
The Board of Directors
Rock of Ages Corporation and Subsidiaries:
Under date of February 27, 1998, we reported on the consolidated balance
sheets of Rock of Ages Corporation and subsidiaries as of December 31, 1996
and 1997, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997. In connection with our audits of
the aforementioned consolidated financial statements, we also audited the
related consolidated financial statement schedule referred to as "Schedule
II - Valuation and Qualifying Accounts and Reserves". This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement
schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.
February 27, 1998
Burlington, Vermont
Vt. Reg. No. 92-0000241
Rock of Ages Corporation and Subsidiaries
Schedule II - Valuation and Qualifying Accounts and Reserves
Years ended December 31, 1995, 1996 and 1997
(In Thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Additions
---------
Balance at Increase Charged to Balance at
Beginning Due to Costs and End
Descriptions of Period Acquisitions Expenses Deductions of Period
1995:
Allowances for doubtful
accounts $ 464 0 62 80 446
1996:
Allowances for doubtful
accounts $ 446 0 181 63 564
1997:
Allowances for doubtful
accounts $ 564 1,472 332 137 2,231
See accompanying Independent Auditors' Report on Supplementary Information.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By: /s/ Kurt M. Swenson
---------------------------------------
Kurt M. Swenson
President, Chief Executive Officer
and Chairman of the Board of Directors
Date: March 31, 1998
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities indicated as of March 25, 1998.
SIGNATURE TITLE
--------- -----
/s/ Kurt M. Swenson President, Chief Executive
- ----------------------------- Officer and Chairman of the Board
Kurt M. Swenson of Directors (Principal
Executive Officer)
/s/ George R. Anderson Senior Vice President,
- ----------------------------- Chief Financial Officer,
George R. Anderson Treasurer, Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Richard C. Kimball Vice Chairman and President,
- ---------------------------- Memorial Division, Director
Richard C. Kimball
/s/ Jon M. Gregory President, Quarry Division,
- ---------------------------- Director
Jon M. Gregory
/s/ Mark A. Gherardi Senior Vice President, Barre
- --------------------------- and Canada Manufacturing
Mark A. Gherardi Operations, Director
/s/ G. Thomas Oglesby, Jr. Senior Vice President, Keystone
- --------------------------- and Childs, Inc., Director
G. Thomas Oglesby, Jr.
/s/ Peter A. Friberg Senior Vice President, Barre
- --------------------------- Memorial Sales, Director
Peter A. Friberg
/s/ James L. Fox Director
- ---------------------------
James L. Fox
/s/ Charles M. Waite Director
- ---------------------------
Charles M. Waite
/s/ Frederick Webster Director
- ---------------------------
Frederick Webster
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1* Agreement and Plan of Reorganization dated as of June 27, 1997
by and among Rock of Ages Quarries, Inc., to be known as Rock
of Ages Corporation, KSGM, Inc., Royalty Granite Corporation
and Missouri Red Quarries, Inc.
2.2* Stock Purchase Agreement dated as of June 27, 1997 by and among
Rock of Ages Quarries, Inc., to be known as Rock of Ages
Corporation, Robert Otis Childs, Jr., Robert Otis Childs, III
and Timothy Caroll Childs
2.3* Asset Purchase Agreement dated as of July 30, 1997 by and among
the Company, John E. Keith, Roy H. Keith, Jr., Glasgow
Monument Co., Inc., Keith Lettering and Setting Corporation,
Keith Monument Company, National Memorial Corporation,
Riehm-gerlack Monument Co., and the Snyder Corporation
2.4* Agreement and Plan of Merger and Reorganization dated as of
August 13, 1997 by and among Rock of Ages Corporation, Swenson
Granite Company, Inc., Kurt M. Swenson and Kevin C. Swenson
3.1* Form of Amended and Restated Certificate of Incorporation
of the Company
3.2* By-laws of the Company
4.* Specimen Certificate representing the Class A Common Stock
10.1* Rock of Ages Corporation Amended and Restated 1994 Stock Plan
10.2* Employment Agreement of Kurt M. Swenson
10.3* Employment Agreement of Paula Plante
10.4* Employment Agreement of Peter Friberg
10.5* Employment Agreement of Albert Gherardi, Jr.
10.6* Employment Agreement of Mark Gherardi
10.7* Form of Acquisition Employment Agreement with G. Thomas Oglesby,
Jr., George T. Oglesby, III, Robert Otis Childs, III, John E.
Keith and Roy H. Keith
10.8* Form of Officer Employment Agreement with each of Richard C.
Kimball, George R. Andersen and Jon M. Gregory
10.9* Supply and Distribution Agreement dated as of June 27, 1997
by and among Keystone Granite Company, Inc., the Estate of
George T. Oglesby, Jr. and Rock of Ages Corporation
10.10* Supply and Distribution Agreement dated as of June 27, 1997
by and among Missouri Red Quarries, Inc., George T. Oglesby,
Jr. and Rock of Ages
Corporation
10.11* Letter Agreement dated as of June 25, 1997 between Rock of
Ages Corporation and Dakota Granite Company
10.12* Stock Subscription Agreement and Continuity of Interest
Agreement dated as of June 27, 1997 between Rock of Ages
Corporation and Missouri Red Quarries, Inc.
10.13* Stock Subscription Agreement dated as of July 30, 1997
between Rock of Ages Corporation and National Memorial
Corporation
10.14* Stock Subscription Agreement dated as of June 27, 1997
between Rock of Ages Corporation and Robert Otis Childs, III
10.15* Form of Salary Continuation Agreement
10.16* Salary Continuation Agreement dated January 3, 1996 between
Rock of Ages Corporation and Mark Gherardi
10.17* Salary Continuation Agreement dated January 3, 1996 between
Rock of Ages Corporation and Melvin Friberg
10.18* Credit Facility dated as of June 25, 1997 between Royal Bank
of Canada and Rock of Ages Canada, Inc., Rock of Ages Quarries
Inc. and Rock of Ages Canada Inc.
10.19 Financing Agreement dated December 17, 1997 by and between
The CIT Group/Business Credit, Inc., Rock of Ages Corporation,
Royalty Granite Corporation, Carolina Quarries, Inc.,
Pennsylvania Granite Corp., Childs & Childs Granite Company,
Inc., Southern Mausoleums, Inc. and Rock of Ages Memorials LLC
10.20 Exclusive Supply Agreement dated
as of December 17, 1992 by and between Rock of Ages
Corporation and Eurimex (portions of this exhibit have been
omitted pursuant to a request for confidential treatment)
10.21 Exclusive Supply Agreement dated as of December 8, 1997 by
and between Rock of Ages Corporation and Eurimex (portions of
this exhibit have been omitted pursuant to a request for
confidential treatment)
11.** Statement re: computation of per share earnings
21.* Subsidiaries of the Company
23. Consent of KPMG Peat Marwick LLP
27. Financial Data Schedule
- ----------------------
* Incorporated by reference to the Company's Registration Statement on
Form S-1 (Registration No. 333-33685) filed with the Securities and
Exchange Commission on August 15, 1997 and declared effective on
October 20, 1997.
** Incorporated by reference to Note (1)(q) of the Company's consolidated
financial statements (filed herewith).