|
Previous: REYNOLDS & REYNOLDS CO, 8-K, EX-99.2, 2000-11-15 |
Next: ROCK OF AGES CORP, 10-Q, EX-27, 2000-11-15 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number: 0-29464
ROCK OF AGES CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware ----------- |
03-153200 ------------- |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
772 Graniteville Road, Graniteville, Vermont 05654
(Address of principal executive offices) (Zip Code)
(802) 476-3121
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___
As of September 30, 2000, 4,369,646 shares of Class A Common Stock, par value $0.01 per share, and 3,045,011 shares of Class B Common Stock, par value $0.01 per share, of Rock of Ages Corporation were outstanding.
ROCK OF AGES CORPORATION
INDEX
Form 10-Q for the Quarterly Period
Ended September 30, 2000
PART I FINANCIAL INFORMATION |
PAGE NO. | |
Item 1. Financial Statements | ||
Condensed Consolidated Balance Sheets - September 30, 2000 and December 31, 1999 |
3 | |
Condensed Consolidated Statements of Operations - Three Months Ended and Nine Months Ended September 30, 2000 and 1999 |
4 | |
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2000 and 1999 |
5 | |
Notes to Condensed Consolidated Financial Statements |
6 | |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
10 | |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
13 | |
PART II OTHER INFORMATION | ||
Item 6. Exhibits and Reports on Form 8-K |
14 | |
Signature |
15 |
2
PART I: FINANCIAL
INFORMATION
Item 1: Financial Statements
ROCK OF AGES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands except per share data)
September 30, |
December 31, | |
2000 |
1999 | |
(Unaudited) |
(Audited) | |
----------------- |
------------------ | |
ASSETS | ||
Current Assets: | ||
Cash and cash equivalents | $ 2,720 | $ 4,877 |
Trade receivables, net | 14,508 | 14,128 |
Inventories | 24,042 | 23,292 |
Due from affiliate | 195 | 95 |
Deferred tax assets | 156 | 156 |
Other current assets | 3,262 | 2,251 |
------------ | ------------ | |
TOTAL CURRENT ASSETS | 44,883 | 44,799 |
Property, plant and equipment, net | 44,567 | 44,779 |
Cash surrender value of life insurance, net | 1,521 | 1,525 |
Intangibles, net | 36,783 | 37,923 |
Due from affiliates | 268 | - |
Deferred tax assets | 721 | 721 |
Other | 571 | 922 |
------------ | ------------ | |
TOTAL ASSETS | $129,314 | $130,669 |
======== | ======== | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current Liabilities: | ||
Borrowings under lines of credit | $8,203 | $13,620 |
Current installments of long-term debt | 469 | 616 |
Trade payables | 1,521 | 1,992 |
Accrued expenses | 3,802 | 2,405 |
Income taxes payable | 136 | 844 |
Customer deposits | 9,960 | 7,201 |
------------ | ------------ | |
TOTAL CURRENT LIABILITIES | 24,091 | 26,678 |
Long-term debt, excluding current installments | 12,438 | 12,620 |
Deferred compensation | 3,509 | 3,658 |
Accrued pension cost | 501 | 501 |
Accrued post-retirement benefit cost | 635 | 635 |
Other | 311 | 196 |
------------ | ------------ | |
TOTAL LIABILITIES | 41,485 | 44,288 |
Commitments | ||
Stockholders' equity: | ||
Preferred stock - $.01 par value; | ||
2,500,000 shares authorized | ||
No shares issued or outstanding | ||
Common Stock - Class A, $.01 par value; | ||
30,000,000 shares authorized | ||
4,369,646 and 4,328,171 shares issued and outstanding | 44 | 43 |
Common Stock - Class B, $.01 par value; | ||
15,000,000 shares authorized | ||
3,045,011and 3,115,746 shares issued and outstanding | 30 | 31 |
Additional paid-in capital | 67,720 | 67,909 |
Retained earnings | 20,451 | 18,577 |
Accumulated other comprehensive loss | (416) | (179) |
----------- | ----------- | |
TOTAL STOCKHOLDERS' EQUITY | 87,829 | 86,381 |
----------- | ----------- | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $129,314 | $130,669 |
======= | ======= |
**SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
ROCK OF AGES
CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share data)
(Unaudited)
Three Months Ended |
Nine Months Ended | |||
September 30, |
September 30, | |||
2000 |
1999 |
2000 |
1999 | |
--------- |
-------- |
-------- | -------- | |
Net Revenues: | ||||
Quarrying | $6,011 | $6,285 | $16,364 | $15,379 |
Manufacturing | 7,332 | 8,921 | 20,177 | 30,349 |
Retailing | 10,185 | 9,207 | 30,034 | 25,189 |
--------- | --------- | ---------- | ---------- | |
Total net revenues | 23,528 | 24,413 | 66,575 | 70,917 |
Gross Profit: | ||||
Quarrying | 2,218 | 3,236 | 6,096 | 6,248 |
Manufacturing | 2,072 | 2,338 | 5,419 | 6,820 |
Retailing | 5,492 | 4,766 | 16,641 | 13,204 |
--------- | --------- | ---------- | --------- | |
Total gross profit | 9,782 | 10,340 | 28,156 | 26,272 |
Selling, general and administrative expenses | 7,360 | 8,335 | 23,945 | 22,916 |
--------- | --------- | ---------- | --------- | |
Income from operations | 2,422 | 2,005 | 4.211 | 3,356 |
Loss on sale of Keystone assets | - | - | - | 723 |
Interest expense | 516 | 541 | 1,627 | 1,529 |
-------- | --------- | ------- | ------- | |
Interest before provision for income taxes and cumulative effect of a change in accounting principle | 1,906 | 1,464 | 2,584 | 1,104 |
Income tax expense | 551 | 402 | 710 | 568 |
-------- | --------- | ------- | ------- | |
Net income before cumulative effect of a change in accounting principle | 1,355 | 1,062 | 1,874 | 536 |
Cumulative effect in prior years of a change in accounting principle (net) | - | - | - | (150) |
-------- | --------- | --------- | ---------- | |
Net income | $1,355 | $1,062 | $1,874 | $386 |
===== | ====== | ===== | ====== | |
Net income per share - basic: | ||||
Net income before cumulative effect of a change in accounting principle | $0.18 | $0.14 | $0.25 | $0.07 |
Cumulative effect in prior years of a change in accounting principle (net) | - | - | - | (0.02) |
--------- | --------- | -------- | --------- | |
Net income - basic | $0.18 | $0.14 | $0.25 | $0.05 |
====== | ====== | ====== | ====== | |
Net income per share - diluted: | ||||
Net income before cumulative effect of a change in accounting principle | $0.18 | $0.14 | $0.25 | $0.07 |
Cumulative effect in prior years of a change in accounting principle (net of taxes of $48) | - | - | - | (0.02) |
--------- | ---------- | --------- | --------- | |
Net income - diluted | $0.18 | $0.14 | $0.25 | $0.05 |
====== | ===== | ===== | ====== | |
Weighted average number of common shares outstanding - basic | 7,451 | 7,440 | 7,449 | 7,532 |
Weighted average number of common shares outstanding - diluted | 7,603 | 7,727 | 7,583 | 7,891 |
**SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
ROCK
OF AGES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(Unaudited)
Nine Months Ended | ||
September 30, | ||
2000 |
1999 | |
-------- |
--------- | |
Cash flows from operating activities: | ||
Net income (loss) | $1,874 | $386 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 3,330 | 3,246 |
Loss on sale of assets | 73 | 695 |
Cash surrender value of life insurance | 4 | (23) |
Cumulative effect of change a in accounting principle | - | 150 |
Deferred taxes | - | 1 |
Changes in assets and liabilities: | ||
Decrease (increase) in trade receivables | (375) | (1,918) |
Increase in due from related parties | (368) | (127) |
Increase (decrease) in inventories | (636) | 285 |
Increase in other assets | (644) | (796) |
Increase in trade payables, accrued expenses and income taxes payable | 165 | 514 |
Increase in customer deposits | 2,687 | 2,544 |
Increase (decrease) in deferred compensation | (149) | 144 |
Increase (decrease)in other liabilities | 115 | (15) |
Increase (decrease) in deferred income | - | 12 |
--------- | ------- | |
Net cash provided by operating activities | 6,077 | 5,098 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (1,641) | (3,192) |
Increase in intangibles | (441) | (599) |
Cash included in sale of subsidiary | - | 40 |
Proceeds from sale of property, plant and equipment | 700 | (250) |
Acquisitions, net of cash acquired (1) | (655) | (9,975) |
--------- | -------- | |
Net cash used in investing activities | (2,038) | (13,976) |
Cash flows from financing activities: | ||
Net borrowings under lines of credit | (5,417) | 9,691 |
Net stock option transactions | (189) | 702 |
Increase in debt issuance costs | - | (75) |
Principal payments on long-term debt | (329) | (508) |
------- | ------- | |
Net cash provided by (used in) financing activities | (5,935) | 9,810 |
Effect of exchange rate changes on cash | (262) | 140 |
------- | -------- | |
Net increase (decrease) in cash and cash equivalents | (2,158) | 1,072 |
Cash and cash equivalents, beginning of period | 4,877 | 4,701 |
Cash and cash equivalents, end of period | $2,720 | $5,773 |
====== | ====== | |
Supplemental cash flow information: | ||
Cash paid during the year for: | ||
Interest | $1,627 | $1,529 |
Income taxes | $1,161 | $292 |
** SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS | ||
(1) Acquisitions: | ||
Assets acquired | $781 | $11,883 |
Liabilities assumed and issued | 126 | (940) |
Common stock issued | - | (640) |
------- | ------- | |
Cash paid | 655 | 10,303 |
Less cash acquired | - | (328) |
-------- | -------- | |
Net cash paid for acquisitions | $655 | $9,975 |
====== | ====== |
5
ROCK OF AGES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and notes required by generally accepted accounting principles for complete financial statements are not included herein. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results that may be expected for a full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Form 10-K 405 (SEC File No. 000-29464, filed March 31, 2000).
(2) Inventories
($ in thousands) | ||
Inventories consist of the following at September 30, 2000 and December 31, 1999 | September 30, | December 31, |
2000 | 1999 | |
(Unaudited) | ||
------------------- |
---------------- | |
Raw materials | $11,354 | $9,650 |
Work-in-process | 2,454 | 1,704 |
Finished goods and supplies | 10,234 | 11,938 |
---------- | ----------- | |
$24,042 | $23,292 | |
====== | ======= |
(3) Pro Forma Information
During the nine months ended September 30, 2000, the Company acquired two retail monument companies. The Company paid a total of $655,081 in cash.
The acquisitions have been accounted for under the purchase method. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their respective fair market values, resulting in approximately $209,055 of cost in excess of net assets acquired which has been allocated to goodwill.
The following unaudited pro forma information has been prepared assuming that the acquisitions during (refer to specifics in the footnotes of Form 10-K 405 mentioned above) 2000 and 1999 occurred at the beginning of the periods presented. The pro forma information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisitions had been made as of those dates.
($ in thousands except per share data) | ||
(Unaudited) | ||
Nine Months Ended | ||
September 30, | ||
2000 |
1999 | |
--------- |
--------- | |
Net revenues | $66,835 | $74,767 |
Net income | $2,263 | $780 |
Net income per share - basic | 0.30 | $0.10 |
Net income per share - diluted | 0.30 | $0.10 |
6
(4)
Earnings Per Share
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share (EPS) computations for net income for the three months and nine months ended September 30, 2000 and 1999:
($ in thousands except per share data) | ||||
Three Months Ended |
Nine Months Ended | |||
September 30, |
September 30, | |||
2000 |
1999 |
2000 |
1999 | |
---------- |
---------- |
---------- |
--------- | |
Numerator: | ||||
Income available to common shareholders used in basic and diluted earnings per share | $1,355 | $1,062 | $1,874 | $386 |
====== | ====== | ====== | ====== | |
Denominator: | ||||
Denominator for basic earnings per share: | ||||
Weighted average shares | 7,451 | 7,440 | 7,449 | 7,532 |
Effect of dilutive securities: | ||||
Stock options | 152 | 287 | 134 | 359 |
-------- | -------- | -------- | -------- | |
Denominator for diluted earnings per share: | ||||
Adjusted weighted average shares | 7,603 | 7,727 | 7,583 | 7,891 |
====== | ====== | ====== | ====== | |
Basic earnings per share | $0.18 | $0.14 | $0.25 | $0.05 |
Diluted earnings per share | $0.18 | $0.14 | $0.25 | $0.05 |
Options to purchase 35,000 shares of Class A common stock ranging from $12.375 to $13.688 per share were outstanding in 2000, but were not included in the computation of diluted EPS because the effect would be anti-dilutive.
(5) Segment Information
The Company is organized based on the products and services that it offers. Under this organizational structure, the Company operates in three segments: quarrying, manufacturing, and retailing.
The quarrying segment extracts granite from the ground and sells it to both the manufacturing segment and to outside manufacturers, as well as to distributors in Europe and Japan.
The manufacturing segment's principal product is granite memorials used primarily in cemeteries, although it also manufactures some specialized granite products for industrial applications.
The retailing segment engraves and sells memorials and other granite products at various locations throughout the United States.
Inter-segment revenues are accounted for as if the sales were to third parties.
7
The following is the
unaudited segment information for the three and nine month periods ended
September 30, 2000 and 1999 (in thousands):
Three month period: | ||||
2000 | Quarrying | Manufacturing | Retailing | Total |
------------- | ------------------- | ------------ | -------- | |
Total net revenues | $6,948 | $9,502 | $10,185 | $26,635 |
Inter-segment net revenues | 937 | 2,170 | - | 3,107 |
--------- | --------- | --------- | ---------- | |
Net revenues | 6,011 | 7,332 | 10,185 | 23,528 |
Total gross profit | 2,563 | 2,100 | 5,492 | 10,155 |
Inter-segment gross profit | 345 | 28 | - | 373 |
--------- | --------- | --------- | ---------- | |
Gross profit | 2,218 | 2,072 | 5,492 | 9,782 |
Selling, general and administrative expenses | 630 | 1,454 | 5,276 | 7,360 |
--------- | --------- | --------- | --------- | |
Income from operations | $1,588 | $618 | $216 | $2,422 |
====== | ====== | ====== | ====== | |
1999 | Quarrying | Manufacturing | Retailing | Total |
------------- | ------------------ | ------------ | --------- | |
Total net revenues | $7,825 | $11,052 | $9,207 | $28,084 |
Inter-segment net revenues | 1,540 | 2,131 | - | 3,671 |
--------- | --------- | --------- | --------- | |
Net revenues | 6,285 | 8,921 | 9,207 | 24,413 |
Total gross profit | 4,129 | 1,637 | 4,574 | 10,340 |
Inter-segment gross profit | 893 | (701) | (192) | - |
--------- | --------- | --------- | --------- | |
Gross profit | 3,236 | 2,338 | 4,766 | 10,340 |
Selling, general and administrative expenses | 972 | 1,983 | 5,380 | 8,335 |
--------- | --------- | -------- | -------- | |
Income (loss) from operations | $2,264 | $355 | $(614) | $2,005 |
===== | ===== | ===== | ===== |
8
9
(1) Net revenues are attributed to
countries based on where product is produced. Long-lived assets by geographic area is
as follows: (6) Comprehensive
Income Comprehensive income is as
follows: 10
General This Form 10-Q contains certain
"forward-looking" statements within the meaning of Section 21E of the Securities
and Exchange Act of 1934, as amended, including but not limited to those that
discuss strategies, goals, outlook or other non-historical matters, or projected
or anticipated revenues, income, returns or other financial measures. These
forward-looking statements are subject to numerous risks and uncertainties that
may cause actual results to differ materially from those contained in or
indicated by such statements, including but not limited to the ability of the
Company to continue to identify suitable acquisition candidates, to consummate
additional retail acquisitions on acceptable terms and to successfully integrate
the operations of such acquired entities, demand for the Company's products, as
well as general economic, competitive, key employee and other factors described
in the Company's Annual Report on Form 10-K or other filings with the Securities
and Exchange Commission. 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. Rock of Ages Corporation (the "Company")
is an integrated quarrier, manufacturer, distributor and retailer of granite and
products manufactured from granite. The quarry division sells granite blocks
both to the manufacturing division and to outside manufacturers, as well as to
distributors in Europe and Japan. The manufacturing division's principal product
is granite memorials used primarily in cemeteries, although it also manufactures
some specialized granite products for industrial applications. The retail
division primarily sells granite memorials directly to consumers. In June 1997, the Company acquired the
successor to Keystone Memorials, Inc. ("Keystone") and in October 1997, acquired
Childs & Childs Granite Company Inc. ("C&C"), granite memorial
manufacturers in Elberton, Georgia. In connection with the Keystone and C&C
acquisitions, the Company acquired Southern Mausoleums, Inc. ("SMI" and,
together with C&C and Keystone, the "Elberton Manufacturing Operations").
Also in connection with the Keystone and C&C acquisitions, the Company
acquired three granite quarrying companies operating quarries located in
Georgia, Pennsylvania, North Carolina, South Carolina and Oklahoma (the "Quarry
Companies"). In November 1998, the Company acquired another quarry company in
North Carolina which produces a white granite that will be a companion stone for
the Company's Bethel White Quarry ("Gardenia" and, together with the Quarry
Companies, the "Acquired Quarry Operations"). In October 1997, the Company
acquired the Keith Monument Company and related companies which are engaged in
the retailing of granite memorials to consumers in the State of Kentucky
("Keith"). In 1998, the Company made acquisitions of thirteen additional retail
monument companies (the "1998 Retail Acquisitions"), thereby expanding its
retail presence to locations in Georgia, Iowa, Illinois, Minnesota, Nebraska,
Ohio, South Dakota, Wisconsin, Pennsylvania and New Jersey. In 1999, the Company
acquired an additional thirteen monument retailers (the "1999 Retail
Acquisitions"), thereby bringing its total owned retail distribution base to 97
outlets in fifteen states. During the nine months ended September 30, 2000, the
Company acquired two additional monument retailers. In May 1999, the Company sold certain
Keystone assets back to the original owners from whom it had purchased them in
June 1997 (the "Keystone Sale"). In exchange for these assets, the Company
received 263,441 shares of its Class B stock held by the Keystone owners. These
shares were then retired. The Company records revenues from
quarrying, manufacturing and retailing. The granite quarried by the Company is
sold both to outside customers and used by the Company's manufacturing division.
The Company records revenue and gross profit related to the sale of granite sold
to an outside customer either when the granite is shipped or when the customer
selects and identifies the blocks at the quarry site. 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.
Manufacturing revenues related to outside customers are recorded when the
finished product is shipped from Company facilities. Manufacturing revenues
related to internally transferred finished products are recorded when ultimately
sold at retail to an outside customer. Retailing revenues are recorded when the
finished monument is placed in the cemetery. 11
12
Revenues for the three months ended
September 30, 2000 decreased $887,000, or 3.6%, to $23.5 million from $24.4
million for the three months ended September 30, 1999. This decrease was
primarily attributable to lower manufacturing revenues from the Company's
Elberton Manufacturing Operations, which were partially offset by an increase in
retailing revenues. The Company's retailing net revenues increased to 43.3% of
total net revenues in the 2000 period from 37.7% in the 1999 period. Gross profit for the three months ended
September 30, 2000 decreased $556,000, or 5.4%, to $9.8 million from $10.3
million for the three months ended September 30, 1999. The Company's gross
profit percentage decreased to 41.6% for the 2000 period from 42.4% for the 1999
period. These decreases were primarily attributable to a decline in quarrying
gross profit dollars and percentage during the quarter. Quarrying gross profit decreased $1.0
million, or 31.4%, to $2.2 million for the 2000 period from $3.2 million for the
1999 period. The quarrying gross profit percentage decreased to 36.9% from 51.5%
for the 1999 period. These decreases were primarily attributable to increased
development costs at the Company's Barre and Salisbury quarries during the 2000
period. Manufacturing gross profit decreased
$265,000, or 11.4%, to $2.1million for the 2000 period from $2.3 million for the
1999 period. The manufacturing gross profit percentage increased to 28.3% from
26.2% for the 1999 period. These results were primarily attributable to lower
shipments by the Elberton Manufacturing Operations and improved profitability at
the Barre Manufacturing Operations. Retailing gross profit increased
$727,000, or 15.3%, to $5.5 million for the 2000 period from $4.8 million for
the 1999 period. This increase was primarily attributable to the 1999 Retail
Acquisitions, several of which the company did not own during the 1999 period.
The retailing gross profit percentage increased to 53.9% from 51.8% for the 1999
period. This increase was primarily due to improved results from the 1999 Retail
Acquisitions. Selling, general and administrative
expenses ("SGA expenses") decreased $923,000, or 11.7%, to $7.4 million from
$8.3 million for the 1999 period. This was due primarily to the reversal during
the 2000 period of certain incentive compensation accruals that had been made
during the second quarter of 2000. As a percentage of net revenues, SGA expenses
decreased to 31.3% for the 2000 period from 34.1% for the 1999 period.
Interest expense decreased $25,000, or
4.5%, to $516,000 from $541,000 for the 1999 period. This was caused by
decreased borrowings under the Company's credit facilities which were partially
offset by a higher average interest rate during the 2000
period. Nine Months Ended September 30,
2000 Compared to None Months Ended September 30, 1999 Revenues for the nine months ended
September 30, 2000 decreased $4.3 million, or 6.1%, to $66.6 million from $70.9
million for the nine months ended September 30, 1999. This decrease was
primarily attributable to lower manufacturing revenues from the Company's
Elberton Manufacturing Operations, which were partially offset by an increase in
retailing net revenues. The Company's retailing net revenues increased to 45.2%
of total net revenues in the 2000 period from 35.5% in the 1999
period. Gross profit for the nine months ended
September 30, 2000 increased $1.9 million, or 7.2% to $28.2 million from $26.3
million for the nine months ended September 30, 1999. The gross profit
percentage increased to 42.3% for the 2000 period from 37.0% for the 1999
period. These increases were attributable to the absolute and relative increases
in retailing net revenues during the 1999 period as described above and to an
improvement in the manufacturing gross profit percentage. The Company's
retailing operations historically have experienced a higher gross profit
percentage than either quarrying or manufacturing. Quarrying gross profit decreased
$151,000, or 2.4%,to $6.1 million from $6.2 million for the 1999 period. The
quarrying gross profit percentage decreased to 37.3% from 40.6% for the 1999
period. These decreases were primarily attributable to lower gross profit at the
Company's Bethel and Laurentian quarries. 13
Retailing gross profit increased $3.4
million, or 26.0%, to $16.7 million from $13.2 million for the 1999 period. This
increase was attributable to higher sales and gross profit percentage from the
1998 Retail Acquisitions and to the 1999 Retail Acquisitions, some of which the
Company did not own during the entire 1999 period. The retailing gross profit
percentage increased to 55.4% from 52.4% for the 1999 period. This increase was
the result of a higher gross profit percentage at most of the Company's
retailing operations, and to higher internal purchases of granite from the
manufacturing division. Selling, general, and administrative
expenses ("SGA expenses") increased $1.0 million, or 4.5%, to $23.9 million from
$22.9 million for the 1999 period. As a percentage of net revenues, SGA expenses
increased to 36.0% from 32.3% from the 1999 period. These increases were
primarily attributable to SGA expenses of the 1999 Retail Acquisitions, some of
which the Company did not own during the entire 1999 period. Interest expense increased $78,000, or
6.4%, to $1.6 million from $1.5 million for the 1999 period. This increase was
caused by lower borrowing amounts under the Company's credit facilities which
were offset by higher interest rates on those facilities. Liquidity and Capital
Resources The Company considers liquidity to be
its ability 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 acquisitions have increased its requirements for external
sources of liquidity, and the Company anticipates that this trend will continue
as it further implements its growth strategy. For the nine months ended September 30,
2000, net cash provided by operating activities was $6.1 million. Net cash used
in investing activities was $2.0 million, which was mostly due to capital
expenditures and acquisitions of monument retailers during the period. Net cash
used in financing activities was $5.9 million, most of which was due to the
Company reducing its borrowings under the credit facilities. The Company has credit facilities
pursuant to a financing agreement with the CIT Group/Business Credit ("CIT").
The agreement provides for an acquisition term loan line of credit of $25
million and a revolving credit facility of another $25 million. As of September
30, 2000 the revolving credit facility had $8.2 million outstanding and the term
loan facility had $12.0 million outstanding. Given the covenants contained in
that agreement, the Company's effective incremental credit availability as of
that date was approximately $19.0 million. The interest rate on the revolving
facility and term loan as of such date was 9.0% based on a formula of prime less
50 basis points. As of September 30, 2000, the Company also had $2.4 million
available and none outstanding under a demand revolving line of credit with the
Royal Bank of Canada. The Company is in the process of negotiating a revised and
expanded credit facility with a group of lenders. The Company's primary need for
capital will be to finance acquisitions of monument retailers as part of its
growth strategy and to maintain and improve its existing manufacturing,
quarrying and retailing facilities. The Company has $3.0 million budgeted for
capital expenditures in 2000. The Company believes that the combination of cash
flow from operations, its existing credit facilities, and cash on hand will be
sufficient to fund its operations for at least the next twelve months.
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. In addition, the Company typically closes certain
of its Vermont and Canadian quarries during these months because of increased
operating costs attributable to adverse weather conditions. As a result, the
Company has historically incurred a net loss during the first three months of
each calendar year. 14
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. Item 3: Quantitative and Qualitative
Disclosure About Market Risk The Company has financial instruments
that are subject to interest rate risk, principally debt obligations under its
credit facilities. Historically, the Company has not experienced material gains
or losses due to interest rate changes. Based on the Company's current variable
rate debt obligations, the Company believes its exposure to interest rate risk
is not material. The Company is subject to foreign
currency exchange rate risk primarily from the operations of its Canadian
subsidiary. Based on the size of this subsidiary and the Company's corresponding
exposure to changes in the Canadian/U.S. dollar exchange rate, the Company does
not consider its market exposure relating to currency exchange to be
material. 15
(a) Exhibits (b) Reports Submitted on Form
8-K: On September 27, 2000, the Registrant
filed a report on Form 8-K to report the acquisition of American Monument
Corporation, a retailer of granite memorials. The Registrant also reported the
resignation of Mark A. Gherardi from his position as Senior Vice President of
Manufacturing. 16
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized. ROCK OF AGES CORPORATION Dated: November 15, 2000 By: /s/ John L. Forney John L. Forney Vice President, Chief Financial
Officer and Treasurer 17
Nine month
period:
2000
Quarrying
Manufacturing
Retailing
Total
-------------
------------------
------------
--------
Total net revenues
$19,154
$26,421
$30,034
$75,609
Inter-segment net
revenues
2,790
6,244
-
9,034
---------
---------
---------
---------
Net
revenues
16,364
20,177
30,034
66,575
Total gross profit
7,135
5,723
17,376
30,234
Inter-segment
gross profit
1,039
304
735
2,078
---------
---------
---------
---------
Gross
profit
6,096
5,419
16,641
28,156
Selling, general and
administrative expenses
2,715
4,756
16,474
23,945
---------
---------
---------
---------
Income from operations
$3,381
$663
$167
$4,211
=====
=====
=====
=====
1999
Quarrying
Manufacturing
Retailing
Total
------------
------------------
-------------
--------
Total net revenues
$20,325
$35,764
$25,189
$81,278
Inter-segment net
revenues
4,946
5,415
-
10,361
---------
---------
----------
----------
Net
revenues
15,379
30,349
25,189
70,917
Total gross profit
8,237
5,119
12,916
26,272
Inter-segment
gross profit
1,989
(1,701)
(288)
-
--------
---------
----------
----------
Gross
profit
6,248
6,820
13,204
26,272
Selling, general and
administrative expenses
3,562
5,316
14,038
22,916
---------
---------
---------
----------
Income (loss) from
operations
$2,686
$1,504
$(834)
$3,356
=====
=====
=====
=====
Net revenues by geographic area is as follows:
($ in
thousands)
($ in thousands)
Three Months Ended
Nine
Months Ended
September 30,
September 30,
2000
1999
2000
1999
Net revenues
(1):
--------
--------
--------
-------
United States
$21,193
$22,008
$60,261
$63,412
Canada
2,335
2,405
6,314
7,505
---------
----------
----------
---------
Total net
revenues
$23,528
$24,413
$66,575
$70,917
=====
======
======
======
($ in
thousands)
September
30,
December
31,
2000
1999
(Unaudited)
Long-lived
assets:
------------------
----------------
United States
$42,621
$42,798
Canada
1,819
1,976
Japan
127
5
---------
---------
$44,567
$44,779
=====
=====
($ in
thousands)
($ in thousands)
(unaudited)
(unaudited)
Three Months Ended
Nine Months Ended
September 30,
September
30,
2000
1999
2000
1999
-------
-------
-------
-------
Net income
$1,355
$1,062
$1,875
$386
Cumulative translation
adjustment
(93)
(43)
(237)
189
--------
--------
-------
-------
Comprehensive income
$1,262
$1,019
$1,638
$575
=====
=====
=====
=====
Item
2: Management's Discussion and Analysis of Financial Condition and Results of
Operations
The following table sets forth certain operations data as a
percentage of net revenues with the exception of quarrying, manufacturing and
retailing gross profit, which are shown as a percentage of their respective
revenues.
Three Months Ended
Nine Months Ended
September 30,
September
30,
2000
1999
2000
1999
--------
--------
--------
--------
Statements of
Operations Data:
Net
Revenues:
Quarrying
25.5%
25.7%
24.6%
21.7%
Manufacturing
31.2%
36.5%
30.3%
42.8%
Retailing
43.3%
37.7%
45.2%
35.5%
--------
---------
--------
----------
Total net
revenues
100.0%
100.0%
100.0%
100.0%
Gross Profit:
Quarrying
36.9%
51.5%
37.3%
40.6%
Manufacturing
28.3%
26.2%
26.9%
22.5%
Retailing
53.9%
51.8%
55.4%
52.4%
--------
--------
--------
----------
Total gross
profit
41.3%
42.3%
42.3%
37.0%
Selling, general and
administrative expenses
31.0%
34.1%
36.0%
32.3%
Income from
operations
10.3%
8.2%
6.3%
4.7%
Interest expense
2.2%
2.2%
2.4%
2.2%
Loss on disposal
of assets
-
-
-
1.0%
Income before income tax benefit
and cumulative change in accounting principle
8.1%
6.0%
3.9%
1.6%
Income
taxes
2.3
%
1.6%
1.1%
0.8%
Income before cumulative effect
of change in accounting principle
5.8%
4.4%
2.8%
0.8%
Cumulative effect
in prior years of change in accounting principle
-
-
-
(0.2%)
Net income (loss)
5.8%
4.4%
2.8%
0.5%
=====
======
=====
=====
Three Months Ended
September 30, 2000 Compared to Three Months Ended September 30,
1999
Manufacturing gross profit decreased $1.4 million, or 20.5%, to
$5.4 million from $6.8 million for the 1999 period. The manufacturing gross
profit percentage increased to 26.9% from 22.5% for the 1999 period. These
results were primarily attributable to lower shipments from the Elberton
Manufacturing Operations and press roll business but a significantly higher
gross profit percentage from the Company's Barre monumental operations.
Inflation
Item 4. Exhibits and
Reports on Form 8-K
Number
Exhibits
---------
----------
3.1
Amended and
Restated Certificate of Incorporation of the Registrant incorporated by
referenced to Exhibit 3.1 to the Company's Registration Statement on Form
S-1 (File No. 333-33685) filed with the Securities and Exchange Commission
on August 15, 1997 and declared effective on October 20,
1997.
3.2
Amended and Restated By-Laws of
the Registrant (as amended through April 6, 1999) incorporated by
reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1999.
27
Financial Data
Schedule
SIGNATURE
|