Rock of Ages (ROAC) 8-K Entry into a Material Definitive Agreement

Exhibit 99.2

 _{Unaudited Pro Forma Condensed}

_{Consolidated Financial Statements}

EXHIBIT 99.2(1)
ROCK OF AGES CORPORATION AND SUBSIDIARIES
Unaudited Pro-Forma Condensed Consolidated Balance Sheet
September 29, 2007
($ in thousands)
		Historical				Pro-Forma
		September 29,		Pro-Forma		September 29,
Assets		2007		Adjustments		2007
Current assets:
Cash and cash equivalents	$	4,280	(g)	28	$	4,308
Restricted cash		980	(g)	(980)		0
Trade receivables, net		12,871	(g)	(1,786)		11,085
Inventories		27,766	(g)	(7,183)		20,583
Other current assets		1,585	(g)	(185)		1,400
Total current assets		47,482				37,376
Property, plant, and equipment, net		45,104	(g)	(12,838)		32,266
Other Assets		1,978	(j)	1,517		3,495
Intangibles, net		423	(g)	(19)		404
Goodwill		387				387
Total assets	$	95,374			$	73,928
Liabilities and Stockholders' Equity
Current liabilities:
Borrowings under lines of credit	$	13,819	(h)	(3,000)	$	10,819
Current installments of long-term debt		691				691
Current installments of retirement benefits		569				569
Trade payables		1,986	(g)	(315)		1,671
Accrued expenses		3,047	(g)	(701)		2,346
Customer deposits		8,281	(g)	(7,302)		979
Total current liabilities		28,393				17,075
Long-term debt, excluding current installments		18,831	(h)	(4,600)		14,231
Salary continuation, net of current portion		5,798				5,798
Accrued pension cost		5,624				5,624
Accrued postretirement benefit cost		2,103				2,103
Deferred Tax Liability		65				65
Other		1,276				1,276
Total liabilities		62,090				46,172
Stockholders' equity:
Common stock - Class A, $0.01 par value.		47				47
Common stock - Class B, $0.01 par value.		27				27
Additional paid-in capital		65,553				65,553
Accumulated Deficit		(27,865)	(i)	(5,528)		(33,393)
Accumulated other comprehensive loss		(4,478)				(4,478)
		33,284				27,756
	$	95,374			$	73,928
See accompanying notes to unaudited pro forma condensed consolidated financial statements

EXHIBIT 99.2(2)
ROCK OF AGES CORPORATION AND SUBSIDIARIES
Unaudited Pro-Forma Condensed Consolidated Statements of Operations
For the Nine Months ended September 29, 2007
(in thousands except per share data)
		As Historically		Pro-Forma
		Reported		Adjustments		Pro-Forma
Net revenues:
Quarry	$	19,109			$	19,109
Manufacturing		18,645	(a)	3,015		21,660
Retail		21,435	(b)	(21,435)		0
Total net revenue	$	59,189			$	40,769
Cost of goods sold:
Quarry		15,571				15,571
Manufacturing		12,597	(a)	2,563		15,160
Retail		9,630	(c)	(9,630)		0
Total cost of goods sold	$	37,798			$	30,731
Gross profit:
Quarry		3,538				3,538
Manufacturing		6,048	(a)	452		6,500
Retail		11,805	(c)	(11,805)		0
Total gross profit	$	21,391			$	10,038
Selling, general and administrative expenses
Quarry		2,234				2,234
Manufacturing		3,042				3,042
Retail		11,423	(d)	(11,423)		0
Corporate overhead		3,750	(e)	(295)		3,455
Insurance recovery - quarry asset		(212)				(212)
Foreign exchange (gain) loss		37				37
Total selling, general and administrative  expenses	$	20,274			$	8,556
Income from operations		1,117				1,482
Other (income)/expense		(226)	(d)	88		(138)
Interest expense		1,955	(f)	(483)		1,472
Income (loss) from continuing operations before taxes		(612)				148
Income tax expense		457				457
Net loss from continuing operations	$	(1,069)			$	(309)
Per share information:
Net loss per share -basic and diluted
Loss from continuing operations	$	(0.14)			$	(0.04)
Weighted average number of common shares outstanding - basic and diluted		7,399				7,399
See accompanying notes to unaudited pro forma condensed consolidated financial statements

ROCK OF AGES CORPORATION AND SUBSIDIARIES
Unaudited Pro-Forma Condensed Consolidated Statements of Operations
For the Year ended December 31, 2006
(in thousands except per share data)
		As Historically		Pro-Forma
		Reported		Adjustments		Pro-Forma
Net revenues:
Quarry	$	26,088			$	26,088
Manufacturing		24,069	(a)	4,799		28,868
Retail		30,807	(b)	(30,807)		0
Total net revenues		80,964				54,955
Cost of Goods Sold:
Quarry		20,761				20,761
Manufacturing		17,571	(a)	4,079		21,650
Retail		14,611	(c)	(14,611)		0
Cost of Goods Sold		52,943				42,411
Gross profit:
Quarry		5,326				5,326
Manufacturing		6,498	(a)	720		7,218
Retail		16,196	(c)	(16,196)		0
Gross profit		28,021				12,545
Selling, general, and administrative expenses
Quarry		2,968				2,968
Manufacturing		4,073				4,073
Retail		17,065	(d)	(17,065)		0
Restructuring Costs		1,685	(d)	(1,685)		0
Corporate overhead		5,007	(e)	(425)		4,582
Total selling, general & administrative expense		30,799				11,624
Impairment of note receivable		100				100
Foreign exchange (gain) loss		28				28
Income (loss) from operations		(2,907)				792
Interest expense		2,602	(f)	(577)		2,025
Loss from continuing operations before taxes		(5,509)				(1,232)
Provision for income taxes		473				473
Net loss from continuing operations	$	(5,982)			$	(1,705)
Per share information:
Net loss per share - basic and diluted:
Loss from continuing operations	$	(0.81)			$	(0.23)
Weighted average number of common shares outstanding - basic and diluted		7,399				7,399
See accompanying notes to unaudited pro forma condensed consolidated financial statements

ROCK OF AGES CORPORATION AND SUBSIDIARIES
Unaudited Pro-Forma Condensed Consolidated Statements of Operations
For the Year ended December 31, 2005
(in thousands except per share data)
		As Historically		Pro-Forma
		Reported		Adjustments		Pro-Forma
Net revenues:
Quarry	$	28,870			$	28,870
Manufacturing		23,533	(a)	6,571		30,104
Retail		36,640	(b)	(36,640)		0
Total net revenues		89,042				58,974
Cost of goods sold:
Quarry		22,807				22,807
Manufacturing		16,763	(a)	5,585		22,349
Retail		17,541	(c)	(17,541)		0
Cost of goods sold		57,111				45,156
Gross profit:
Quarry		6,062				6,062
Manufacturing		6,770	(a)	986		7,755
Retail		19,099	(c)	(19,099)		0
Gross profit		31,931				13,818
Selling, general, and administrative expenses
Quarry		3,505				3,505
Manufacturing		5,191				5,191
Retail		24,986	(d)	(24,986)		0
Corporate overhead		5,090	(e)	(345)		4,745
Total selling, general & administrative expense		38,772				13,442
Foreign exchange (gain) loss		50				50
Income (loss) from operations		(6,891)				326
Gain on sale of investment		(350)				(350)
Interest expense		1,924	(f)	(412)		1,512
Loss from continuing operations before taxes		(8,465)				(836)
Provision for income taxes		7,611				7,611
Loss from continuing operations	$	(16,075)			$	(8,446)
Per share information:
Net loss per share - basic and diluted:
Loss from continuing operations	$	(2.17)			$	(1.14)
Weighted average number of common shares outstanding  -basic and diluted		7,399				7,399
See accompanying notes to unaudited pro forma condensed consolidated financial statements

ROCK OF AGES CORPORATION AND SUBSIDIARIES
Unaudited Pro-Forma Condensed Consolidated Statements of Operations
For the Year ended December 31, 2004
(in thousands except per share data)
		As Historically		Pro-Forma
		Reported		Adjustments		Pro-Forma
Net revenues:
Quarry	$	35,390			$	35,390
Manufacturing		20,947	(a)	6,392		27,340
Retail		35,802	(b)	(35,802)		0
Total net revenues		92,139				62,730
Cost of goods sold:
Quarry		23,160				23,160
Manufacturing		15,375	(a)	5,434		20,808
Retail		15,448	(c)	(15,448)		0
Cost of goods sold		53,983				43,969
Gross profit:
Quarry		12,230				12,230
Manufacturing		5,572	(a)	959		6,531
Retail		20,354	(c)	(20,354)		0
Gross profit		38,156				18,761
Selling, general, and administrative expenses
Quarry		3,556				3,556
Manufacturing		4,002				4,002
Retail		21,829	(d)	(21,829)		0
Corporate overhead		5,087	(e)	(225)		4,862
Total selling, general & administrative expense		34,473				12,420
Impairment of note receivable		400				400
Adverse judgement		6,500				6,500
Foreign exchange (gain) loss		69				69
Loss from operations		(3,286)				(627)
Interest expense		822	(f)	(286)		536
Loss from continuing operations before taxes		(4,107)				(1,163)
Provision for income taxes		(877)	(k)	1,178		301
Loss from continuing operations	$	(3,230)			$	(1,464)
Per share information:
Net loss per share - basic and diluted:
Loss from continuing operations	$	(0.44)			$	(0.20)
Weighted average number of common shares outstanding - basic and diluted		7,318				7,318
See accompanying notes to unaudited pro forma condensed consolidated financial statements

_{EXHIBIT 99.2(3)}

_{ROCK OF AGES CORPORATION AND SUBSIDIARIES}

_{Notes to Unaudited Pro-Forma Condensed Consolidated Financial Statements}

_{Note 1 Description of Transaction}

_{On January 17, 2008, Rock of Ages Corporation, (the "Company") entered into a Stock Purchase Agreement whereby it sold its retail division through the sale of all of the issued and outstanding shares of stock of Rock of Ages Memorials, Inc., the Company's wholly owned subsidiary, to PKDM Holdings, Inc., a company owned by Richard Urbach and James Barnes, the former President and Chief Operating Officer and former chief financial manager, respectively of the Company's retail operations.}

_{Note 2 Pro Forma Adjustments}

_{The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 29, 2007 and the years ended December 31, 2006, 2005 and 2004 presents the Company's results of operations as if the transaction had occurred on January 1, 2004. The pro forma adjustments reflect the elimination of revenue and costs associated with the retail division for the periods presented. The unaudited pro forma condensed consolidated balance sheet gives effect to the transaction as if the transaction had occurred on September 29, 2007.}

_{These pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances. The adjustments are described below and are set forth in the "Pro Forma Adjustments" column. The estimated loss on the transaction of $6 million is classified as discontinued operations and, therefore, not included in the pro forma statements.}

_{(a) To reclassify  revenue, cost of goods sold and gross profit resulting from the purchases related to the supply agreement and mausoleums by the purchaser for the periods presented.}

_{(b) To eliminate the retail division revenue for the periods presented.}

_{(c) To record the reduction in cost of goods sold and gross profit attributable to the reduction in retail revenue described in entry (b) above.}

_{(d) To eliminate SG&A and other income/expenses directly associated with the retail division for the periods presented.}

_{(e) To reflect the estimated reduction in corporate overhead directly associated with the sale of the retail division for the periods presented.}

_{(f) To record the reduction in interest expense that would have resulted assuming the net proceeds of $7.6 million were used to paydown the credit facility at the beginning of the periods presented.}

_{(g) To record the reduction of specific assets and liabilities related to the sale of the retail division.}

_{(h) To record the sale of the retail division and the related reduction in borrowings under lines of credit and long-term debt.}

_{(i) To record the increase in the accumulated deficit related to the net loss on the sale of the retail division. The net loss is calculated as the loss on the sale of $4.7 million plus the write down of the retained inventory of $600,000 and estimated transaction costs of $200,000.}

_{(j) To reclassify to other long-term assets as estimated $1.5 million for the net present value of inventory retained by the Company, for which PKDM Holdings, Inc., is responsible for purchasing as it is sold over the next ten years, including any unsold inventory after the tenth anniversary.}

_{(k) To record the decrease in the tax benefit for the year ended December 31, 2004 resulting from the sale of the retail division.}

_{Supplementary Information}

_{No tax effect was given to the pro forma adjustments for the nine months ended September 29, 2007 and the years ended December 31, 2006 and 2005 due to a full valuation allowance on all U.S. Federal and state deferred tax assets.  This valuation allowance, which was created in 2005, is due to deferred tax assets that will remain with the Company.}