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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
JUNE 29, 2001 (MAY 24, 2001)
THE YORK GROUP, INC.
Exact Name of Registrant as Specified in its Charter
DELAWARE 0-28096 76-0490631
State of Incorporation or Commission File Number I.R.S. Employer
Organization Identification No.
8554 KATY FREEWAY, SUITE 200
HOUSTON, TEXAS
Address of Principal Executive 77024
Offices (Zip Code)
(713) 984-5500
Registrant's telephone number,
including area code
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INFORMATION TO BE INCLUDED IN THE REPORT
This Form 8-K/A is being filed to include the pro forma financial
information omitted from the current report filed on Form 8-K on June 8, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Statements
The following unaudited pro forma condensed financial statements reflect
adjustments to the historical consolidated balance sheet and statements of
operations of The York Group, Inc. (the "Company") to give effect to the
divestiture of its Commemorative Products segment.
The unaudited pro forma condensed statements of operations for the three
months ended March 31, 2001 and for the year ended December 31, 2000 assume the
divestiture was effected as of January 1, 2000.
The unaudited pro forma condensed balance sheet as of March 31, 2001
assumes the divestiture was effected as of March 31, 2001.
The following unaudited pro forma condensed financial statements have
been prepared from, and should be read in conjunction with, the Company's
historical consolidated financial statements and notes thereto. The following
unaudited pro forma condensed statements of operations are not necessarily
indicative of the results of operations that would have occurred had the
divestiture occurred on January 1, 2000, nor are they necessarily indicative
of the future operating results of the Company after the divestiture.
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except for share data)
ACTUAL PRO FORMA
TWELVE TWELVE
MONTHS ENDED MONTHS ENDED
DECEMBER 31, LESS PRO FORMA DECEMBER 31,
2000 DIVESTITURE ADJUSTMENTS 2000
--------------- -------------- --------------- ---------------
Net sales $ 192,493 $ 41,710 $ -- $ 150,783
Cost of goods sold 138,695 26,669 -- 112,026
--------- --------- --------- ---------
Gross profit 53,798 15,041 -- 38,757
Other operating expenses 46,721 9,614 -- 37,107
Plant closure and restructuring charges 16,810 2,084 -- 14,726
--------- --------- --------- ---------
Operating income (9,733) 3,343 -- (13,076)
Other income 2,510 -- -- 2,510
Interest expense, net (7,489) (32) 4,813(A) (2,644)
--------- --------- --------- ---------
Income before income taxes (14,712) 3,311 4,813 (13,210)
Income taxes (3,062) 1,816 1,901(A) (2,977)
--------- --------- --------- ---------
Net income (loss) $ (11,650) $ 1,495 $ 2,912 $ (10,233)
========= ========= ========= =========
SHARES USED IN COMPUTING LOSS PER SHARE:
BASIC 8,941 8,941
========= =========
DILUTED 8,941 8,941
========= =========
LOSS PER SHARE:
BASIC ($ 1.30) ($ 1.14)
========= =========
DILUTED ($ 1.30) ($ 1.14)
========= =========
See Note 2 for description of pro forma adjustments.
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except for share data)
ACTUAL PRO FORMA
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, LESS PRO FORMA MARCH 31,
2001 DIVESTITURE ADJUSTMENTS 2001
-------------- -------------- --------------- --------------
Net sales $ 53,441 $ 11,062 $ -- $ 42,379
Cost of goods sold 36,680 6,873 -- 29,807
-------- -------- -------- --------
Gross profit 16,761 4,189 -- 12,572
Other operating expenses 10,226 2,271 -- 7,955
Plant closure and restructuring charges -- -- -- --
-------- -------- -------- --------
Operating income 6,535 1,918 4,617
Interest expense, net (1,962) (23) 1,562 (A) (377)
-------- -------- -------- --------
Income before income taxes 4,573 1,895 1,562 4,240
Income taxes 1,930 871 617 (A) 1,676
-------- -------- -------- --------
Net income $ 2,643 $ 1,024 $ 945 $ 2,564
======== ======== ======== ========
SHARES USED IN COMPUTING EARNINGS PER SHARE:
BASIC 8,940 8,940
======== ========
DILUTED 8,947 8,947
======== ========
EARNINGS PER SHARE:
BASIC $ 0.30 $ 0.29
======== ========
DILUTED $ 0.30 $ 0.29
======== ========
See Note 2 for description of pro forma adjustments.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEETS
(in thousands)
PRO FORMA
THE YORK THE YORK
GROUP, INC. GROUP, INC.
MARCH 31, LESS PRO FORMA MARCH 31,
2001 DIVESTITURE ADJUSTMENTS 2001
------------- -------------- --------------- ---------------
Current Assets:
Cash $ 7,800 $ 156 -- $ 7,644
Accounts receivable 29,162 4,825 -- 24,337
Inventories 10,559 2,397 -- 8,162
Prepaids, deferred taxes and taxes receivable 7,619 1,182 -- 6,437
Assets held for sale 8,079 -- -- 8,079
--------- --------- --------- ---------
Total current assets 63,219 8,560 -- 54,659
Property plant & equipment, net 44,855 13,441 -- 31,414
Goodwill, net 54,626 48,141 -- 6,485
Deferred costs and other non-current assets 9,373 62 (2,106)(B) 7,205
Assets held for sale 5,676 2,052 2,052 (C) 5,676
--------- --------- --------- ---------
Total assets $ 177,749 $ 72,256 $ (54) $ 105,439
========= ========= ========= =========
Current Liabilities:
Current portion of long term debt $ 50,397 $ 51 $ (46,420)(D) $ 3,926
Accounts payable and accrued expenses 30,474 3,935 335 (E) 26,874
--------- --------- --------- ---------
Total current liabilities 80,871 3,986 (46,085) 30,800
Long term debt 835 349 -- 486
Other noncurrent liabilities and deferred taxes 14,566 7,916 -- 6,650
--------- --------- --------- ---------
Total liabilities $ 96,272 $ 12,251 $ (46,085) $ 37,936
--------- --------- --------- ---------
Stockholders' Equity:
Preferred stock -- -- -- --
Common stock 89 512 512 (F) 89
Additional paid in capital 40,455 22,590 22,590 (F) 40,455
Accumulated other comprehensive income (loss) (300) -- -- (300)
Retained earnings 41,233 36,903 22,929 (G) 27,259
--------- --------- --------- ---------
Total stockholders' equity 81,477 60,005 46,031 67,503
--------- --------- --------- ---------
Total liabilities and stockholders' equity $ 177,749 $ 72,256 $ (54) $ 105,439
========= ========= ========= =========
See Note 2 for description of pro forma adjustments.
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma condensed financial statements are based on the
Company's historical financial statements after giving effect to the adjustments
and assumptions described below. The Company employs accounting policies that
are in accordance with accounting principles generally accepted in the United
States. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Ultimate results could differ from those estimates. In the
opinion of management, the unaudited pro forma condensed financial statements
include all adjustments necessary to present fairly the financial position and
results of operations of the Company.
NOTE 2. PRO FORMA ADJUSTMENTS
The Company expects to incur an after-tax loss on the sale of the
Commemorative Products segment of approximately $11.8 million, including
transaction fees and costs incident to the divestiture, and the write-off of
approximately $2.1 million of deferred charges related to the early retirement
of debt. These expenses are reflected in the unaudited pro forma condensed
balance sheet as a reduction of retained earnings as of March 31, 2001. These
expenses will be recorded in the Company's historical financial statements for
the quarter ended June 30, 2001 and are not reflected in the unaudited pro forma
condensed statements of operations. The estimate of these losses and charges is
based on the information currently available to management.
The unaudited pro forma condensed financial statements reflect the
following pro forma adjustments:
(A) Reflects the reduction of interest expense, as well as the related
tax effect, based upon an assumed January 1, 2000 retirement of debt
from the proceeds of the Commemorative Products segment divestiture.
(B) Reflects write-off of deferred financing costs relating to the
retirement of debt from proceeds of the Commemorative Products
segment divestiture.
(C) Reflects the net book value of the closed Aiken, SC and Portland, OR
foundries retained by the Company.
(D) Reflects the retirement of debt from the proceeds of the divestiture
of the Commemorative Products segment and related agreements, net of
tax effects and transaction costs.
(E) Reflects retained accruals for post closing costs at the Aiken, SC
and Portland, OR facilities.
(F) Reflects reversal of consolidating entries.
(G) Reflects reversal of consolidating entries partially offset by the
impact of the loss on the sale of Commemorative Products segment and
write-off of deferred financing costs in conjunction with the
retirement of debt.
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.
Dated: June 29, 2001
THE YORK GROUP, INC.
By: /s/ DAN E. MALONE
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Dan E. Malone
Vice President and CFO