Rock of Ages (ROAC) 10-Q 2010 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One) 

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 3, 2010

OR

o 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)

Vermont	03-0153200
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification Number)

560 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 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer o  Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)  Yes o No x

As of May 15, 2010, 4,812,342 shares of Class A Common Stock and 2,603,721 shares of Class B Common Stock of the registrant were outstanding.

ROCK OF AGES CORPORATION

INDEX

Form 10-Q for the Quarterly Period
Ended April 3, 2010

PART I	FINANCIAL INFORMATION	PAGE NO.
Item 1.	Financial Statements
	Consolidated Balance Sheets - April 3, 2010 (Unaudited) and December 31, 2009	4
	Consolidated Statements of Operations (Unaudited) - Three Months Ended April 3, 2010 and April 4, 2009	5
	Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended April 3, 2010 and April 4, 2009	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 6.	Exhibits	20
Signature		21

2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2, contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Rock of Ages Corporation ("Rock of Ages" or the "Company") and events to differ materially from those contained in such statements. All statements other than statements of historical fact could be deemed forward-looking statements, and may include projections of revenue, gross profit, expenses, earnings or losses from operations or other financial items; any statements of the plans, strategies and objectives of the Company or its management for future operations; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.

The risks, uncertainties and assumptions may include, but are not limited to, the following:

•our ability to certify adequate internal controls over our financial reporting;

•our reliance on our line of credit with the CIT Group to fund our business operations and/or strategy;

•our ability to maintain compliance with our covenants in our credit facility;

•our ability to form and maintain strategic alliances with cemeteries, funeral homes and memorial retailers;

•uncertainties involving production recovery, quarry yields and demand for Rock of Ages' dimension stone;

•the impact of the weak economic conditions and the future impact of such conditions on the granite and granite memorial industries, and demand for our products;

and other risks and uncertainties described herein, including, but not limited to the items discussed in "Risk Factors That May Affect Future Results" in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 31, 2010 (the "2009 Annual Report") and in Part II, Item 1A of this report, and that are otherwise described from time to time in Rock of Ages' reports filed with the Securities and Exchange Commission  after the date of filing of this report.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

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PART I: FINANCIAL INFORMATION
Item 1: Financial Statements

ROCK OF AGES CORPORATION
CONSOLIDATED BALANCE SHEETS
($ in thousands, except par value amounts)

		April 3,			December 31,
ASSETS		2010			2009
		(Unaudited)			(Audited)
Current assets:
Cash and cash equivalents	$	1,124		$	1,713
Trade receivables, net		7,062			7,241
Inventories		14,827			15,077
Income taxes receivable		559			429
Other current assets		1,348			1,191
Assets held for sale		758			758
Total current assets		25,678			26,409
Property, plant and equipment, net		31,067			30,559
Identified intangible assets, net		548			582
Goodwill		387			387
Deferred tax assets		41			40
Other long term assets		512			475
Total assets	$	58,233		$	58,452
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under line of credit	$	-		$	214
Current maturities of long-term debt		1,463			801
Trade payables		1,244			1,285
Accrued expenses		1,478			1,264
Salary continuation and other post-employment benefits		702			691
Customer deposits		897			774
Current deferred tax liabilities		-			236
Total current liabilities		5,784			5,265
Long-term debt, excluding current installments		14,546			13,361
Salary continuation liability, net of current portion		5,277			5,386
Accrued pension cost		4,723			4,810
Deferred salary liability		1,504			1,504
Accrued other post-employment benefits, net of current portion		1,623			1,622
Total liabilities		33,457			31,948
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; 4,812,342             shares issued and outstanding as of April 3, 2010 and December 31, 2009		48			48
Common stock - Class B, $.01 par value; 15,000,000 shares authorized; 2,603,721            shares issued and outstanding as of April 3, 2010 and December 31, 2009		26			26
Additional paid-in capital		65,764			65,751
Accumulated deficit		(36,838	)		(34,746)
Accumulated other comprehensive loss		(4,224	)		(4,575)
Total stockholders' equity		24,776			26,504
Total liabilities and stockholders' equity	$	58,233		$	58,452

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 

4

ROCK OF AGES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
(Unaudited)

		Three Months Ended
		April 3, 2010		April 4, 2009
Net Revenues:
Quarry	$	3,622	$	3,124
Manufacturing		3,889		2,814
Total net revenues		7,511		5,938
Cost of Goods Sold:
Quarry		3,973		3,349
Manufacturing		3,444		2,710
Total cost of goods sold		7,417		6,059
Gross Profit (Loss):
Quarry		(351)		(225)
Manufacturing		445		104
Total gross profit (loss)		94		(121)
Operating Expenses:
Selling, General and Administrative Expenses:
Quarry		593		547
Manufacturing		929		968
Corporate overhead		687		1,041
Effect of pension curtailment		-		95
Other income, net		(94)		(88)
Foreign exchange income		(84)		-
Total operating expenses		2,031		2,563
Loss before interest expense and income taxes		(1,937)		(2,684)
Interest expense		294		206
Loss before income taxes		(2,231)		(2,890)
Income tax benefit		(139)		(116)
Net loss	$	(2,092)	$	(2,774)
Net loss per share - basic and diluted:
Net loss per share	$	(0.28)	$	(0.37)
Weighted average number of common shares outstanding - basic and diluted		7,416		7,416

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5

ROCK OF AGES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
( in thousands)
(Unaudited)

		Three Months Ended
		April 3,		April 4,
		2010		2009
Cash flows from operating activities:
Net loss	$	(2,092)	$	(2,774)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
(Gain)/loss on sale of assets		4		(13)
Depreciation, depletion and amortization		588		598
Stock compensation expense		13		15
Deferred taxes		(180)		-
Changes in operating assets and liabilities:
Trade receivables, net		228		5,287
Inventories		462		458
Other assets		(270)		(463)
Trade payables, accrued expenses and income taxes		84		(1,343)
Customer deposits		124		455
Salary continuation and pension		(188)		347
Other liabilities		-		21
Net cash (used in) provided by operating activities		(1,227)		2,588
Cash flows from investing activities:
Purchases of property, plant and equipment		(881)		(399)
Proceeds from sale of assets, net		6		118
Net cash used in investing activities		(875)		(281)
Cash flows from financing activities:
Net repayments under line of credit		(214)		(2,467)
Proceeds from long-term debt		3,967		-
Principal payments on long-term debt		(2,121)		(126)
Net cash provided by (used in) financing activities		1,632		(2,593)
Effect of exchange rate changes on cash		(119)		(13)
Net decrease in cash and cash equivalents		(589)		(299)
Cash and cash equivalents, beginning of period		1,713		888
Cash and cash equivalents, end of period	$	1,124	$	589
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	302	$	227
Income taxes		329		121

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6

ROCK OF AGES CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

(1)	Basis of Presentation
The accompanying unaudited 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 accounting principles generally accepted in the United States of America ("U.S. GAAP") 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. The Company has historically experienced certain seasonal patterns. Generally, our net sales have been highest in the second or third quarter and lowest in the first quarter of each year due primarily to weather conditions affecting operations in Vermont and Canada and the setting of memorials in cemeteries located in northern regions. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 31, 2010 (SEC File No. 000-29464) (the "2009 Annual Report").
In this report, the terms "Company," "we," "us," or "our" mean Rock of Ages Corporation and all subsidiaries included in our consolidated financial statements.
The Company's fiscal year ends on December 31 and its fiscal quarters are the 13-week periods ending on the Saturday nearest March 31, June 30 and September 30. As a result, the first and fourth quarter may be more or less than 13 weeks, by 1 to 6 days, which can affect comparability between periods. The first quarter of 2010 has 93 days versus 94 in 2009.

(2)	Stock-Based Compensation
The following tables set forth stock option activity for the periods ended April 3, 2010 and April 4, 2009 and information on outstanding and exercisable options at such dates:

	Three Months Ended
	April 3, 2010			April 4, 2009
	Number Of Options		Weighted Average Exercise Price	Number Of Options		Weighted Average Exercise Price
Outstanding at beginning of period	314,000	$	4.08	324,000	$	4.06
Granted	-		-	20,000		2.63
Exercised	-		-	-		-
Canceled	-		-	-		-
Outstanding at end of period	314,000	$	4.08	344,000	$	3.98
Exercisable at end of period	157,000	$	5.22	119,000	$	5.98
Weighted average remaining contractual life	6.0 years			7.1 years
At April 3, 2010, the closing price of the Company's stock was less than the weighted average exercise price of the outstanding options, therefore, there was no aggregate intrinsic value of outstanding options.

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(3) Inventories

Inventories consist of the following (in thousands):		April 3,		December 31,
		2010		2009
Raw materials	$	9,011	$	10,402
Work-in-process		1,583		1,057
Finished goods and supplies		4,233		3,618
	$	14,827	$	15,077

The finished goods and supplies inventory includes $1,900,000 of retail display inventory that is located at various retail locations and is consigned to PKDM Holdings Inc., ("PKDM") the owner of the Company's former retail division. PKDM is responsible for purchasing this inventory at the Company's book value, as it is sold, plus any inventory remaining after the tenth anniversary of the transaction (January 2018).

(4)

Earnings (Loss) Per Share

Options to purchase 314,000 and 344,000 shares of Class A common stock were outstanding at April 3, 2010 and April 4, 2009, respectively, but were not included in the computation of diluted earnings (loss) per share because the effect would have been anti-dilutive.

(5)	Segment Information
The Company is organized based on the products and services it offers. The Company operates in two segments: quarry and manufacturing.
The quarry segment extracts granite from the ground and sells it to either the Company's manufacturing segment or to outside manufacturers, as well as to distributors in Europe and China. There was one quarry customer that represented approximately 18.2% and 20.8% of accounts receivable at April 3, 2010 and December 31, 2009, respectively.  These receivables were backed by irrevocable letters of credit.
The manufacturing segment's principal products are granite memorials and mausoleums used primarily in cemeteries and, to a lesser extent, specialized granite products for industrial applications.
Inter-segment revenues are accounted for as if the sales were to third parties. These are eliminated on consolidation in the statements of operations.
The following tables present unaudited segment information for the three month periods ended April 3, 2010 and April 4, 2009 (in thousands):

2010		Quarry			Manufacturing			Unallocated Corporate Overhead			Total
Total net revenues	$	4,285		$	3,889		$	-		$	8,174
Inter-segment net revenues		(663	)		-			-			(663)
Net revenues		3,622			3,889			-			7,511
Total gross (loss) profit		(349	)		443			-			94
Inter-segment gross profit		(2	)		2			-			-
Gross (loss) profit		(351	)		445			-			94
Selling, general and administrative expenses		593			929			687			2,209
Foreign exchange income		-			-			(84	)		(84)
Other income, net								(94	)		(94)
Loss before interest and taxes	$	(944	)	$	(484	)	$	(509	)	$	(1,937)

8

2009		Quarry			Manufacturing			Unallocated Corporate Overhead			Total
Total net revenues	$	3,416		$	2,814		$	-		$	6,230
Inter-segment net revenues		(292	)		-			-			(292)
Net revenues		3,124			2,814			-			5,938
Total gross (loss) profit		(225	)		104			-			(121)
Inter-segment gross profit		-			-			-			-
Gross (loss) profit		(225	)		104			-			(121)
Selling, general and administrative expenses		547			968			1,041			2,556
Effect of pension curtailment		-			-			95			95
Other income, net		-			-			(88)			(88)
Loss before interest and taxes	$	(772	)	$	(864	)	$	(1,048	)	$	(2,684)

Net revenues by geographic area, based on shipping destination, for the three months ended April 3, 2010 and April 4, 2009 are as follows (in thousands):
		Three Months Ended
		April 3, 2010		April 4, 2009
Net revenues:
China	$	1,211	$	845
Italy		207		5
Other foreign countries   (excluding Canada)		59		75
		1,477		925
United States and Canada		6,034		5,013
Total net revenues	$	7,511	$	5,938

Net property, plant and equipment by geographic area are as follows (in thousands):
		April 3, 2010		December 31, 2009
United States	$	26,618	$	26,232
Canada		4,449		4,327
	$	31,067	$	30,559

(6)       Comprehensive Income (Loss)

Accumulated other comprehensive loss consists of the following components (in thousands): 

		Foreign Currency Translation		Unfunded Pension Liability		Investment Available for Sale		Accumulated Other Comprehensive Loss
Balance at December 31, 2009	$	3,028	$	(7,569)	$	(34)	$	(4,575)
Changes in 2010		321		-		30		351
Balance at April 3, 2010	$	3,349		(7,569)		(4)		(4,224)

9

Included in other comprehensive income/loss was a reclassification adjustment of $78,000 and $227,000 in 2010 and 2009, respectively for the unfunded pension liability.

Comprehensive income (loss) is as follows (in thousands): 

		Three Months Ended
		April 3, 2010			April 4, 2009
Net loss	$	(2,092	)	$	(2,774)
Other comprehensive income (loss):
Foreign currency translation adjustment		321			(97)
Unrealized gain on investment in available for sale securities		30			26
Pension related adjustment:
Curtailment		-			1,503
Pension liability adjustment, net of reclassification adjustment		-			2,517
Comprehensive income (loss)	$	(1,741	)	$	1,175

 (7) Components of Net Periodic Benefit Cost

Components of net periodic benefit cost for the three months ended April 3, 2010 and April 4, 2009 are as follows (in thousands):

		NON-UNION PENSION BENEFITS				SALARY CONTINUATION BENEFITS				OTHER POST-EMPLOYMENT BENEFITS
		April 3, 2010		April 4, 2009		April 3, 2010		April 4, 2009		April 3, 2010		April 4, 2009
Service cost	$	-	$	65	$	-	$	-	$	2	$	1
Interest cost		347		387		78		84		26		26
Expected return on plan assets		(379	)	(318)		-		-		-		-
Amortization of prior service costs		-		32		20		28		15		12
Amortization of net actuarial loss		43		155		-		-		-		-
Effect of curtailment		-		95		-		-		-		-
Net periodic benefit cost	$	11	$	416	$	98	$	112	$	43	$	39

Effective March 31, 2009, the Company's defined benefit pension plan was amended by freezing membership and future benefits in the plan.  We recognized additional pension expense of $95,000 as the effect of the pension curtailment in the first quarter of 2009. Additionally, the defined benefit pension plan was revalued as of the date of the curtailment. The effect of the curtailment and re-measurement resulted in a decrease of the projected benefit obligation of $3.8 million and a decrease in the accumulated other comprehensive loss of $4.0 million.

The Company expects to contribute approximately $1.3 million to the defined benefit pension plan during 2010. No contribution was made during the quarter ended April 3, 2010 for 2010, however we contributed $98,000 in January 2010 for the 2009 plan year.

 

10

(8)	Recent Accounting Pronouncements
In February 2010, the FASB issued an amendment to certain recognition and disclosure requirements on subsequent events.  This amendment removed the requirement for a Securities and Exchange Commission filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements.  The adoption of this new guidance has been applied to the Company's consolidated financial statements and the Company has evaluated subsequent events through the date of issuance of the financial statements.
In January 2010, the FASB issued accounting guidance to enhance fair value measurement disclosures by requiring the reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reason for the transfers. Furthermore, activity in Level 3 fair value measurements should separately provide information about purchases, sales, issues and settlements rather than providing that information as one net number. These new disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, with the exception of the enhanced Level 3 disclosures, which are effective for interim and annual reporting periods beginning after December 15, 2010. The adoption of this guidance did not have a material impact on our financial position or results of operations.
(9)	Credit Facility
In October 2007, the Company entered into a new credit facility with its existing lenders, the CIT Group/Business Credit and Chittenden Trust Company (the "Lenders") that will expire in October 2012 and is secured by substantially all assets of the Company located in the United States.  The credit facility consists of an acquisition term loan line of credit of up to $30.0 million and a revolving credit facility of up to another $20.0 million based on eligible accounts receivable, inventory and certain fixed assets. Amounts outstanding were $-0- and $11,886,000 as of April 3, 2010 and $4,961,000 and $13,991,000 as of April 4, 2009 on the revolving credit facility and the term loan line of credit, respectively. Availability under the revolving credit facility was $10,206,000 as of April 3, 2010. The credit facility financing agreement places restrictions on our ability to, among other things, sell assets, participate in mergers, incur debt, pay dividends, make capital expenditures, repurchase stock and make investments or guarantees, without pre-approval by the Lenders.
Repayment Terms. As the aggregate unpaid principal balance of the outstanding term loan is less than $17,500,000, quarterly principal payments are no longer required. The principal balance is payable in full on the expiration date of the facility in October 2012.  The Company does have the right to make voluntary pre-payments on the term loan.  In the first quarter of 2010 our Canadian subsidiary borrowed $4 million on its term loan. The proceeds, net of the Canadian withholding tax, were used to pay $2 million on the term debt with the remainder used for working capital. The revolving credit facility is paid down daily with all proceeds received by the Company.
The Company is required to repay its term loan to the extent it sells certain assets collateralizing the loan. Accordingly, the Company has classified a portion of the term loan as a current liability based on the estimated proceeds of fixed assets classified as held for sale.
Minimum Fixed Charge Coverage Ratio. The facility requires the ratio of the sum of earnings before interest, taxes, depreciation and amortization (EBITDA), to the sum of income taxes paid, capital expenditures, interest and scheduled debt repayments be at least 1.10 for the trailing twelve-month period at the end of each quarter. Due to the non-cash impairment charges on the write-down of inventory and the corporate building we were in violation of the fixed charge coverage ratio covenant at December 31, 2008. We received a waiver of this covenant from the Lenders and amended the agreement as of March 30, 2009. The Company was in compliance with this covenant at April 3, 2010.
Total Liabilities to Net Worth Ratio. The credit facility also requires that the ratio of our total liabilities to net worth (the "Leverage Ratio") not exceed 2.25 for the first two quarters of 2009 and 2.00 for the remainder of the term of the loan. The Leverage Ratio excludes from the calculation the change in tangible net worth directly resulting from the Company's compliance with changes in accounting for pensions of $6.0 million.  As of April 3, 2010, we were in compliance with the Leverage Ratio covenant.
Canadian Facility. The Company's Canadian subsidiary has a line of credit agreement with the Royal Bank of Canada that is renewable annually. Under the terms of this agreement, a maximum of $2.5 million CDN may be advanced based on eligible accounts receivable, eligible inventory, and tangible fixed assets.  The line of credit bears interest at the Canadian prime rate plus 0.5%.  There was $-0- outstanding as of April 3, 2010 and April 4, 2009, respectively.
The Canadian subsidiary also has a non-revolving term loan with the Royal Bank of Canada which cannot exceed $4 million CDN bearing interest at the Canadian prime rate plus 0.95%. There was $3.9 million and $-0- outstanding as of April 3, 2010 and April 4, 2009, respectively. The effective rate was 3.20% as of April 3, 2010.

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(10) Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2006 or Canadian tax authorities for years before 2004. However, even though the tax years are closed the tax attributes may remain open to adjustment.

Income tax benefits in the first quarters of 2010 and 2009 result primarily from losses at our Canadian subsidiary. Tax benefits are calculated based on the estimated annual effective Canadian tax rate of 31% for 2010 and 2009.  

In 2005, the Company adjusted its valuation allowance to fully reserve for the entire net U.S. deferred tax asset. At each subsequent period, including at the end of the first quarter of 2010, we reached a similar conclusion, therefore we have continued to fully reserve for the entire net U.S. deferred tax asset. We will continue to assess the valuation allowance on a regular basis and may reduce the valuation allowance if and/or when the Company has taxable income from its U.S. operations.

As of April 3, 2010 and December 31, 2009, the Company recorded no unrecognized tax benefits or liabilities related to uncertain tax positions.

(11)

Intangible Assets and Goodwill

We test goodwill for impairment annually and when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Goodwill is tested for impairment using a two-step process. The first step is to determine if there is an impairment based on the estimated fair value of the quarry reporting unit compared to its carrying value and the second step, if necessary, is to determine the amount of the impairment. In the first quarter of 2010, we performed our annual assessment for the quarry reporting unit. We calculated the fair value of the quarry reporting unit based on the estimated expected discounted future cash flows. Based on this analysis we concluded that there was no indication of impairment as of April 3, 2010, although there can be no assurance that goodwill will not become impaired in future periods.

(12) Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates fair value because of the short-term nature of these instruments. Investment securities are carried at fair value using level one inputs. The long-term and short-term debt instruments bear interest at variable rates, which at April 3, 2010 and December 31, 2009 we estimated to be at market.

The assets in our pension plan are Separate Investment Accounts and their fair value is based on unit values and not net asset values. Unit values are calculated based on observable net asset values of the underlying investment and are considered Level 2 inputs.

(13)

Regulatory Matters

The U.S. Mine Safety and Health Administration (MSHA) issued citations to one of our subsidiaries, Pennsylvania Granite, asserting various violations and assessed fines totaling approximately $280,000.  The Company disagrees with the validity of these violations and how they are characterized. We are appealing the citations. Based on experience of our legal counsel in settling similar assessments and available historical MSHA settlement data, we estimate our final exposure will be no greater than $125,000.

(14)

Assets Held For Sale

As of April 3, 2010 and December 31, 2009, the Company held various assets for sale, which were no longer being used in production, totaling $758,000.  These assets have been classified as current assets held for sale.  The estimated sales prices for the assets are expected to exceed the carrying values therefore no impairments were recognized.  Accordingly, $758,000 has been reclassified from the term loan to current maturities of long term debt since the company is required to apply the proceeds from the sale of these assets, when they are sold, against the term loan.

(15) Subsequent Events

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On May 6, 2010, the Company's Board of Directors received an unsolicited proposal from Swenson Granite Company, LLC ("Swenson") to purchase all outstanding shares of the Company's common stock, including shares underlying vested options, for a purchase price of $4.38 per share in cash.  The acquisition proposed by Swenson is conditioned on lender due diligence, negotiation of a definitive structure and terms to be set forth in a definitive acquisition agreement with the Company, and Swenson obtaining financing for the transaction in an amount sufficient to fund the purchase price and the ongoing operations of the two companies.  The acquisition proposal also states that Swenson seeks to structure the transaction so that the value of the Company's assets can be "stepped up" to fair market value to the extent possible under the Internal Revenue Code.  There can be no assurance as to whether such a step-up can be achieved.  Accordingly, the Company's Board of Directors cautioned investors that an inability to achieve such a step-up could result in a reduction of Swenson's proposed $4.38 per share price.

Kurt M. Swenson, the Chairman of Swenson and non-executive Chairman of Rock of Ages, together with his brother, Kevin Swenson and Robert Pope, President and Chief Executive Officer of Swenson, own approximately 74% of Swenson and approximately 29% of all outstanding shares of common stock of the Company, and control approximately 70% of the voting power of all outstanding capital stock of the Company.  According to the proposal letter, as part of the transaction, Kurt Swenson, Kevin Swenson and Robert Pope would exchange all of their 2,173,364 Class B shares of the Company for additional interests in Swenson.

The Board of Directors of the Company has formed a special committee of independent directors (the "Committee") which has retained financial advisors and legal counsel, and is in the process of evaluating the proposal from Swenson and will determine how to proceed in the best interests of Rock of Ages' shareholders.  The Company's shareholders and others considering trading in its securities have been cautioned that no decisions had been made by the Committee or the Board of Directors as to the Company's response to the proposal or actions it may consider in light of the proposal. See Item 1A - "Risk Factors" of this Form 10-Q.

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Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
Rock of Ages is an integrated quarrier and manufacturer of granite and products manufactured from granite. During the first quarter of 2010, we had two business segments:  quarry and manufacturing. The quarry division sells granite blocks to the manufacturing division and to outside manufacturers, as well as to customers outside North America. The manufacturing division's principal products are granite memorials and mausoleums used primarily in cemeteries. It also manufactures specialized granite products for industrial applications.
Historically, the Company's operations have experienced certain seasonal patterns. Generally, our net sales have been highest in the second or 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 under those conditions. In addition, we either close or reduce the operations of our Vermont and Canadian quarries during these months because of increased operating costs attributable to adverse weather conditions. As a result, we have historically incurred a significant net loss during the first three months of each calendar year.
In the first quarter of 2010 revenues in our quarry division increased 16% from the same period last year mainly due to increased export sales of Bethel White. However, the gross loss increased $126,000 from the same period last year.  SG&A expenses increased 9% or $46,000 mainly due to increased sales convention and bad debt expenses.  The quarry operating loss increased by $172,000 over the same period last year.
Revenue in our manufacturing division was $1.1 million higher in the first quarter of 2010 than the same period last year. The increase in manufacturing shipments is in part due to a higher beginning backlog to start the year. We also had more than double the mausoleum/feature monuments shipments in this quarter compared to the same period last year. As a result the gross profit for the first quarter of 2010 was $341,000 higher than the same period last year. SG&A expenses decreased by $39,000 compared to last year. The manufacturing operating loss was $380,000 lower than last year's first quarter.
Critical Accounting Policies
General
Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Our critical accounting policies are as follows:  revenue recognition, impairment of long-lived assets, valuation of deferred tax assets, accounting for pensions and other post-employment benefits and valuation of inventory. There have been no material changes in the Company's critical accounting policies or changes in the methodology applied by management for critical accounting policies from what was previously disclosed in our most recent Form 10-K.

Results of Operations

The following table sets forth certain statement of operations data as a percentage of total net revenues with the exception of quarry and manufacturing gross profit and SG&A, which are shown as a percentage of their respective segment's net revenues. 

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	Three Months Ended
	April 3, 2010		April 4, 2009
Net Revenues:
Quarry	48.2%		52.6%
Manufacturing	51.8%		47.4%
Total net revenues	100.0%		100.0%
Gross Profit (Loss):
Quarry	(9.7%	)	(7.2%	)
Manufacturing	11.4%		3.7%
Total gross profit (loss)	1.3%		(2.0%	)
Operating Expenses:
Selling, general and administrative expenses:
Quarry	16.4%		17.5%
Manufacturing	23.9%		34.4%
Corporate overhead	9.1%		17.5%
Effect of pension curtailment	-		1.6%
Other income, net	(1.3%	)	(1.5%	)
Foreign exchange income	(1.1%	)	-
Total operating expenses	27.0%		43.2%
Loss before interest expense and income taxes	(25.8%	)	(45.2%	)
Interest expense	3.9%		3.5%
Loss before income taxes	(29.7%	)	(48.7%	)
Income tax benefit	(1.8%	)	(2.0%	)
Net loss	(27.9%	)	(46.7%	)

Three Months Ended April 3, 2010 Compared to Three Months Ended April 4, 2009

On a consolidated basis for the three-month period ended April 3, 2010, compared to the three-month period ended April 4, 2009, revenue increased 26%, gross profit increased 178% and total operating expenses decreased 21%.  The Company reported a net loss of $2.1 million in the first quarter of 2010 compared with a loss of $2.8 million for the first quarter of 2009.

Quarry Segment Analysis

Revenue in our quarry division for the three-month period ended April 3, 2010 of $3.6 million was up 16% from the three-month period ended April 4, 2009, of $3.1 million. The increase was in part due to higher export sales to China and Italy and increased sales in our Stanstead quarry due to the purchase of the Polycor quarry in 2009. The quarry operating loss increased 22% or $172,000 over the same period last year.  

The gross loss increased in the period mainly due to increased manpower in the quarries.  Our two Vermont quarries that are normally shutdown during the period had crews working throughout the winter and our Salisbury quarry also had increased manpower. There is a lot of demand for our export stone and we want to build up a supply of inventory in order to meet that demand.  

SG&A expenses increased 9% or $46,000 due to increased convention and bad debt expenses.  These increases were somewhat offset by decreases in pension and office expenses.

Manufacturing Segment Analysis

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Revenue in our manufacturing division for the three-month period ended April 3, 2010 increased 38% or $1,075,000 from the three-month period ended April 4, 2009, due in part to a higher backlog to begin the year. Due to the increased backlog, we decreased the winter layoff period for the manufacturing production personnel and were able to ship more monuments and higher end mausoleum/feature memorials.     

Gross profit dollars from the manufacturing division increased 328% or $341,000 and gross profit as a percentage of manufacturing revenue increased by approximately 8% for the three-month period ended April 3, 2010 compared to the three-month period ended April 4, 2009. These increases were primarily due to the higher beginning backlog. 

SG&A costs for the three-month period ended April 3, 2010 for the manufacturing division decreased $39,000 or 4% compared to the three-month period ended April 4, 2009. This decrease is due primarily to the decrease in pension expense due to the freezing of the defined benefit plan in the prior year.

Consolidated Items

Corporate overhead, consisting of operating costs not directly related to an operating segment, decreased 34%, or $354,000, for the three-month period ended April 3, 2010 compared to the three-month period ended April 4, 2009 due in part to the Company freezing the defined benefit plan in the prior period, discussed below, and reduced audit and franchise tax fees. 

Other income, which includes rental income from non-operating properties, was up 7%, or $6,000, in the first quarter of 2010.

Effective March 31, 2009 the Company's defined benefit pension plan was amended by freezing membership and future benefits in the plan. Accordingly, we recognized an additional pension expense of $95,000 as the effect of the pension curtailment in the first quarter of 2009.

Net interest expense increased $88,000, or 43%, for the three-month period ended April 3, 2010 compared to the three-month period ended April 4, 2009. On March 30, 2009, we reached a definitive agreement with our lenders on the conditions of the grant of a waiver from compliance with certain covenants contained in our Amended and Restated Financing Agreement. In consideration of the consents and waivers the unused line fee went from .25% to .50% and the existing interest rate pricing grid was changed and interest rates increased approximately 3%. These higher rates increased our interest expense in the period over the prior period despite having a decreased level of debt.   

Income tax benefit was $139,000 for the three-month period ended April 3, 2010, compared to $116,000 for the same three-month period in 2009. The tax benefit reported in both periods was primarily due to our Canadian subsidiary and is more in 2010 than 2009 due to a larger first quarter loss in our Canadian subsidiary in 2010 and the effect of the decrease in the exchange rate. During the first quarter of both years we continued to fully reserve against all our U.S. deferred tax assets.  

Liquidity and Capital Resources

Historically, we have met our short-term liquidity requirements primarily from cash generated by operating activities and periodic borrowings under the commercial credit facilities described below. Our $50 million credit facility with our Lenders was renewed on October 24, 2007 for a term of five years.

We have historically contributed between $800,000 and $1.0 million per year to the defined benefit pension plan.  We expect to contribute $1.3 million to the defined benefit plan this year, which, we believe, we will be able to fund either from cash from operations or borrowing under our credit facilities.  See note 7 of the Notes to Unaudited Consolidated Financial Statements.

Our primary need for capital will be to maintain and improve our quarry and manufacturing facilities.  We have approximately $2 million planned for capital expenditures in 2010. We believe we will be able to fund these capital expenditures either from cash from operations or borrowings under our credit facilities.

On April 17, 2009, ROA Canada signed an Asset Purchase Agreement and completed the purchase of the real and personal property comprising the Polycor Stanstead Quarry, located in Stanstead, Quebec, Canada from Carrieres Polycor, Inc. ("Polycor"). The purchase price for the quarry, building and inventory was $1.3 million CDN. This purchase was funded by ROA Canada's line of credit with the Royal Bank of Canada.

In March 2010, we received $3.8 million, net of the Canadian withholding taxes, as a dividend from our Canadian subsidiary.  We applied $2 million of this dividend to the long-term debt and $1.8 million was retained for working capital needs.

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Cash Flows

At April 3, 2010, we had cash and cash equivalents of $1.1 million and working capital of $19.9 million, compared to $1.7 million of cash and cash equivalents and working capital of $21.1 million at December 31, 2009.

Cash Flows from Operations. Net cash used in operating activities was $1.2 million for the three-month period ended April 3, 2010 compared to net cash provided by operating activities of $2.6 million in the three-month period ended April 4, 2009. The decrease in cash flow from operations is due primarily to the decrease in the amount of collections on accounts receivable and the change in freight accruals in the first quarter of 2010 compared to 2009. 

Cash Flows from Investing Activities. Cash flows used in investing activities were $875,000 in the first quarter of 2010 compared to $281,000 for the same period in 2009. In 2010 we spent $881,000 for capital expenditures, of which, $717,000 was for quarry development. In 2009, we purchased property, plant and equipment (PP&E) totaling $399,000 less $118,000 received on sales of assets. Cash used in investing activities comes from either borrowings under our credit facilities or from operations.

Cash Flows from Financing Activities. Net cash provided by financing activities in the three-month period ended April 3, 2010 was $1.6 million which consisted of $4 million in gross proceeds from long-term debt of our Canadian subsidiary less $2.1 million paid on long-term debt in the U.S. and $214,000 paid on the revolving line of credit. This compares to $2.6 million used in financing activities in the three-month period ended April 4, 2009 which consisted of repayments on the long-term debt of $126,000 and net repayments on the revolving line of credit of $2.5 million.

CIT Credit Facility

We have a credit facility with the CIT Group/Business Credit and Chittenden Trust Company (the "Lenders") that is scheduled to expire in October 2012 and is secured by substantially all assets of the Company located in the United States. The credit facility consists of an acquisition term loan line of credit of up to $30.0 million and a revolving credit facility of up to another $20.0 million based on eligible accounts receivable, inventory and certain fixed assets. Amounts outstanding were $-0- and $11,886,000 as of April 3, 2010 and $4,961,000 and $13,991,000 as of April 4, 2009 on the revolving credit facility and the term loan line of credit, respectively. Availability under the revolving credit facility was $10,206,000 as of April 3, 2010. The credit facility financing agreement places restrictions on our ability to, among other things, sell assets, participate in mergers, incur debt, pay dividends, make capital expenditures, repurchase stock and make investments or guarantees, without pre-approval by the Lenders.  The credit facility requires a minimum fixed charge coverage ratio and a total liabilities to net worth ratio. See footnote No. 9 to the financial statements for more details.

Interest Rates. We can elect the interest rate under the credit facility based on the prime rate or LIBOR for both the revolving credit facility and the term loan. The revolving credit facility's rate is based on Prime plus 3% or LIBOR plus 4% with a 2% floor for LIBOR. The term loan's rate is based on Prime plus 3.5% or LIBOR plus 4.5% with a 2% floor for LIBOR.

The rates in effect as of April 3, 2010 were as follows:

		Amount	Formula	Effective Rate
Revolving Credit Facility	$	-	Prime + 3.00%	6.25%
Term Loan	$	2.9 million	Prime + 3.50%	6.75%
Term Loan	$	9.0 million	Libor + 4.5%	6.50%

Canadian Credit Facility

The Company's Canadian subsidiary has a line of credit agreement with the Royal Bank of Canada that is renewable annually. Under the terms of this agreement, a maximum of $2.5 million CDN may be advanced based on eligible accounts receivable, eligible inventory, and tangible fixed assets.  The line of credit bears interest at the Canadian prime rate plus 0.5%.  There was $-0- outstanding as of April 3, 2010 and April 4, 2009, respectively.

The Canadian subsidiary also has a non-revolving term loan which cannot exceed $4 million CDN bearing interest at the Canadian prime rate plus 0.95%. There was $3.9 million and $-0- outstanding as of April 3, 2010 and April 4, 2009, respectively. The effective rate was 3.20% as of April 3, 2010.

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Off-Balance Sheet Arrangements

With the exception of our operating leases, we do not have any off-balance sheet arrangements, and we do not have, nor do we engage in, transactions with any special purpose entities.

Item 3.	Quantitative and Qualitative Disclosures 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 April 3, 2010 outstanding borrowings under the credit facilities of $15.8 million, the impact of a 1% increase in the interest rates would be approximately $158,000 a year.
The Company is subject to foreign currency exchange rate risk primarily from the operations of its Canadian subsidiary. At April 3, 2010, the Canadian subsidiary had net assets of $12.3 million exposed to changes in the Canadian/U.S. dollar exchange rate.  The impact of the change in the exchange rate in the first three months of 2010 was $321,000 due to an increase in the value of the Canadian dollar.
Item 4.	Controls and Procedures

Disclosure Controls and Procedures. The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's CEO and CFO have concluded, that the Company's disclosure controls and procedures are effective in identifying, on a timely basis, material information required to be disclosed in our reports filed or submitted under the Exchange Act. Management has concluded that the consolidated financial statements in this Form 10-Q fairly present, in all material respects, the Company's financial position, results of operations and cash flows for the periods and dates presented.
Changes in Internal Control Over Financial Reporting. There have been no significant changes in the Company's internal control over financial reporting identified during the quarter ended April 3, 2010.
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings
We are a party to legal proceedings that arise from time to time in the ordinary course of our business. While the outcome of these proceedings cannot be predicted with certainty, we do not expect them to have a material adverse effect on our business or financial condition.
The Company carries insurance with coverage that it believes to be customary in its industry. Although there can be no assurance that such insurance will be sufficient to protect us against all contingencies, management believes that its insurance protection is reasonable in view of the nature and scope of our operations.
The U.S. Mine Safety and Health Administration (MSHA) issued citations to one of our subsidiaries, Pennsylvania Granite, asserting various violations and assessed fines totaling approximately $280,000.  The Company disagrees with the validity of these violations and how they are characterized. We are appealing the citations. Based on experience of our legal counsel in settling similar assessments and available historical MSHA settlement data, we estimate our final exposure will be no greater than $125,000.
Item 1A.	Risk Factors
Other than the risk factor described below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company's 2009 Annual Report.

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The Company recently received a proposal from Swenson Granite Company LLC, of which Kurt M. Swenson, the Company's non-executive Chairman and a substantial shareholder of the Company, is non-executive Chairman and a substantial equityholder, to acquire all of the Company's outstanding common stock; there can be no assurance that such proposal or any other proposal that the Company may receive will lead to a definitive acquisition agreement, or that a transaction contemplated by the Swenson Granite Proposal or any other proposal will be approved or completed.  The Company will likely incur significant fees and expenses in connection with responding to the Swenson Granite proposal and related matters.

On May 6, 2010, the Company's Board of Directors received an unsolicited proposal from Swenson Granite Company, LLC ("Swenson") to purchase all outstanding shares of common stock, including shares underlying vested options, of the Company for a purchase price of $4.38 per share in cash (the "Swenson Proposal").  For additional details on the Swenson Proposal, please see Note 15 - Subsequent Events in the Notes to Unaudited Consolidated Financial Statements of this Form 10-Q and the information contained in the Company's Current Report on Form 8-K filed with the Commission on May 10, 2010.

The Board of Directors has formed a special committee of independent directors (the "Special Committee") which has retained financial advisors and legal counsel, and is in the process of evaluating the proposal from Swenson and will determine how to proceed in the best interests of the Company's shareholders.  The Company's shareholders and others considering trading in its securities are cautioned that no decisions have been made by the Special Committee or the Board of Directors as to the Company's response to the proposal or actions it may consider in light of the proposal.  There can be no assurance that the Swenson Proposal will lead to a definitive acquisition agreement, or that a transaction contemplated by the Swenson Proposal or any other transaction will be approved or completed.

The Company will be responsible for payment of the fees and expenses of the Special Committee's financial advisor and counsel, as well as of its own counsel; such fees and expenses could be significant and adversely impact the Company's results of operations.

 

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Item 6.		Exhibits
	Number	Exhibits
	2.1	Agreement and Plan of Merger dated October 21, 2009 by and between Rock of Ages Corporation (a Delaware corporation) and Rock of Ages Corporation (Vermont) (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2009).
	3.1	Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2009).
	3.2	By-laws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K and filed with the Securities and Exchange Commission on December 8, 2009).
	3.3	Articles of Merger filed with the Vermont Secretary of State dated December 7, 2009 (incorporated herein by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2009).
	3.4	Certificate of Merger filed with the Delaware Secretary of State dated December 7, 2009 (incorporated herein by reference to Exhibit 3.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2009).
	4.1	Specimen Certificate representing the Class A Common Stock incorporated by reference to Exhibit 4.1 to the Company's Amendment No. 2 to Registration Statement on Form 8-A (Commission File No. 0-2964) filed with the Securities and Exchange Commission on December 15, 2009.
	31.1	Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURE

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: May 18, 2010	By: /s/ Laura A Plude                                                Laura A. Plude        Vice President, Chief Financial Officer        and Treasurer        (Duly Authorized Officer and Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Number	Exhibits
2.1	Agreement and Plan of Merger dated October 21, 2009 by and between Rock of Ages Corporation (a Delaware corporation) and Rock of Ages Corporation (Vermont) (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2009).
3.1	Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2009).
3.2	By-laws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K and filed with the Securities and Exchange Commission on December 8, 2009).
3.3	Articles of Merger filed with the Vermont Secretary of State dated December 7, 2009 (incorporated herein by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2009).
3.4	Certificate of Merger filed with the Delaware Secretary of State dated December 7, 2009 (incorporated herein by reference to Exhibit 3.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2009).
4.1	Specimen Certificate representing the Class A Common Stock incorporated by reference to Exhibit 4.1 to the Company's Amendment No. 2 to Registration Statement on Form 8-A (Commission File No. 0-2964) filed with the Securities and Exchange Commission on December 15, 2009.
31.1	Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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