| Rock of Ages Corporation | |||
| Proposed Ticker: | ROAC | 772 Graniteville Road | |
| Exchange: | NASDAQ-National Market | Graniteville, VT 05654 | |
| Industry: | Manufacturing (SIC Code 3281) | (802) 476-3121 | |
| # of Employees: | 580 | ||
| Type of Shares: | Class A Common Shares | Filing Date: | 8/15/97 | |
| U.S. Shares Filed: | 0 | Filing Price: | - | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $57,000,000 | |
| Primary Shares: | 0 | Expenses: | - | |
| Secondary Shares: | 0 | Shares Out After: |
| Manager | Tier | Phone |
| Raymond James & Associates, Inc. | Lead Manager | (813) 573-8108 |
| Issuer's Law Firm: | Skadden, Arps, Slate, Meagher & Flom |
| Bank's Law Firm: | Greenberg Traurig Hoffman Lipoff Rosen & Quentel |
| Auditor: | KPMG Peat Marwick |
| Registrar/Transfer Agent: | American Stock Transfer & Trust Co |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 6/30/97 | 6/30/96 | 6/30/97 | ||
| Revenue: | $73.77 | $35.25 | $33.71 | Assets: | $57.50 |
| Net Income: | $4.97 | $1.74 | $1.13 | Curr Assets: | $31.49 |
| EPS: | $0.73 | $0.26 | $0.17 | Liabilities: | $37.46 |
| Prior EPS: | -$0.06 | -$2.97 | -$0.47 | Curr Liabilities: | $18.26 |
| Cash Flow/Oper: | $3.90 | Equity: | $20.04 | ||
| Cash Flow/Fin: | Cash: | $0.19 | |||
| Cash Flow/Inv: | Working Cap: | $13.23 | |||
| Business Description |
| The company is the largest integrated granite quarrier, manufacturer and distributor in North America whose principal 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 1,835 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 entered into a definitive agreement to acquire one of the largest of its authorized independent retailers, which will provide the Company with 17 owned retail outlets and mark the Company's first significant entry into retailing. 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. |
| 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 who 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 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 funeral homes and cemeteries. |
| Business Plan |
| The company believes it is well-positioned to capitalize on the industry characteristics described above, and seeks to establish a dominant position in the granite memorialization industry. The Company intends both to improve the efficiency of its existing operations and to expand its business significantly. The company pursues an operating strategy that includes the following key elements: (I) providing, primarily through its own quarrying and manufacturing operations, a complete line of high quality granite memorials covering all price points and major color varieties, (ii) enhancing operational efficiencies through the continued integration of acquired quarriers and manufacturers and the rationalization of its sales and distribution efforts and (iii) increasing advertising and promotion of the Rock of Ages brands, including the flagship Rock of Ages Sealmark and Colocraft brand, in order to heighten consumer awareness and increase sales of the company's products. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to fund the C&C; Acquisition and the Keith Acquisition, and to repay indebtedness under the Company's existing credit facilities, including indebtedness assumed in connection with the Keystone Acquisition. |
| Name of Shareholder | % Owned Before | % Owned After |
| Kurt M. Swenson | 27.50% | |
| Kevin C. Swenson | 25.90% | |
| Mark A. Gherardi | 6.80% | |
| Missouri Red Quarries, Inc. | 6.40% | |
| George T. Oglesby, III | 6.40% | |
| G. Thomas Oglesby, Jr. | 6.40% |
| Officer Name | Title | Age |
| Robert Otis Childs, III | President -- C&C; Division | 38 |
| G. Thomas Oglesby, Jr. | President -- Keystone Division, Director | 51 |
| Richard C. Kimball | President -- Memorials Division, Vice Chairman of the Board of Directors | 57 |
| Jon M. Gregory | President -- Quarry Division, Director | 48 |
| John E. Keith | President -- Retail Division, Director | 50 |
| Kurt M. Swenson | President and Chief Executive Officer, Chairman of the Board of Directors | 52 |
| John R. Monson | Secretary and General Counsel | 56 |
| Mark A. Gherardi | Senior Vice President -- Barre and Canada Manufacturing Operations, Director | 39 |
| Peter A. Friberg | Senior Vice President -- Memorial Sales, Director | 46 |
| Edward E. Haydon | Senior Vice President -- National Accounts Manager | 57 |
| George R. Anderson | Senior Vice President, Chief Financial Officer, Treasurer, Director | 57 |
| Albert Gharardi, Jr. | Vice President -- Facilities Management | 61 |
| George T. Oglesby, III | Vice President -- Keystone Division | 27 |
| Gerald E. Parrott | Vice President -- Precision Products | 48 |