FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended June 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: 0-28096
-----------------------------
THE YORK GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0490631
(State or other jurisdiction of (I.R.S. employer identification
organization) incorporation or number)
8554 KATY FREEWAY, SUITE 200, HOUSTON, TEXAS 77024
(Address of principal executive offices) (Zip Code)
(713) 984-5500
(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
--- ---
The number of shares outstanding of the registrant's common stock as of August
10, 2000 was 8,940,950.
<PAGE>
THE YORK GROUP, INC.
INDEX
PAGE
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 2000 (unaudited) and December 31, 1999.. 2
Condensed Consolidated Statements of Income (unaudited) -
Three and six months ended June 30, 2000
and 1999......................................... 3
Condensed Consolidated Statements of Cash Flows
(unaudited) - Six months ended June 30, 2000
and 1999......................................... 4
Notes to Condensed Consolidated Financial Statements
(unaudited) ..................................... 5
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition............... 8
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders..... 11
Item 6. Exhibits and Reports on Form 8-K ....................... 11
Signature....................................................... 12
<PAGE>
THE YORK GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 2000 1999
-------- --------
(UNAUDITED) (AUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents ................................. $ 121 $ 17
Trade accounts and notes receivable, net of allowance
for doubtful accounts and returns and allowances of
$3,987 and $4,331, respectively:
Stockholders and affiliates ......................... 4,505 3,518
Other ............................................... 27,155 31,492
Inventories, net .......................................... 28,154 33,980
Prepaid expenses .......................................... 2,348 2,225
Deferred tax assets ....................................... 3,964 4,007
-------- --------
Total current assets ................................ 66,247 75,239
-------- --------
Property, plant and equipment, net .......................... 55,905 62,374
Goodwill, net ............................................... 64,845 65,899
Deferred costs and other assets, net ........................ 11,199 10,139
Assets held for sale ........................................ 2,131 --
-------- --------
Total assets ........................................ $200,327 $213,651
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ......................... $ 59,727 $ 18,703
Accounts payable .......................................... 12,374 15,520
Accrued expenses .......................................... 9,971 13,494
-------- --------
Total current liabilities ........................... 82,072 47,717
-------- --------
Long-term debt, net of current portion ...................... 12,268 61,355
-------- --------
Other noncurrent liabilities ................................ 5,836 6,357
-------- --------
Deferred tax liabilities .................................... 7,375 6,813
-------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares
authorized and unissued ................................ -- --
Common stock, $.01 par value, 25,000,000 shares authorized;
8,940,950 shares issued and outstanding ................ 89 89
Additional paid-in capital ................................ 40,455 40,455
Cumulative foreign currency translation adjustment ........ 188 267
Retained earnings ......................................... 52,044 50,598
-------- --------
Total stockholders' equity .......................... 92,776 91,409
-------- --------
Total liabilities and stockholders' equity .......... $200,327 $213,651
======== ========
</TABLE>
The accompanying notes are an integral part of
these condensed consolidated financial statements.
2
<PAGE>
THE YORK GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
Net sales (including sales to
stockholders and affiliates
of $7,430 and $12,119
for the three months ended
June 30, 2000 and 1999,
respectively, and $17,166
and $20,385 for the six
months ended June 30, 2000
and 1999, respectively) ... $ 47,954 $ 50,207 $ 102,712 $ 104,782
Cost of goods sold ........ 33,726 34,298 72,244 71,498
--------- --------- --------- ---------
Gross profit ........... 14,228 15,909 30,468 33,284
--------- --------- --------- ---------
Other operating expenses .. 11,326 11,541 22,742 23,265
Write down of manufacturing
facility................. 950 -- 950 --
--------- --------- --------- ---------
Total operating expenses 12,276 11,541 23,692 23,265
--------- --------- --------- ---------
Operating income ....... 1,952 4,368 6,776 10,019
Interest expense, net ..... (1,686) (1,286) (3,489) (2,712)
Other income .............. 340 -- 340 --
--------- --------- --------- ---------
Income before income taxes 606 3,082 3,627 7,307
Income tax provision ...... 509 1,279 1,823 2,989
--------- --------- --------- ---------
Net income ................ $ 97 $ 1,803 $ 1,804 $ 4,318
========= ========= ========= =========
Shares used in computing
earning per share:
Basic .................. 8,940 8,934 8,940 8,933
========= ========= ========= =========
Diluted ................ 9,031 9,028 9,034 9,034
========= ========= ========= =========
Earnings per share:
Basic .................. $ 0.01 $ 0.20 $ 0.20 $ 0.48
========= ========= ========= =========
Diluted ................ $ 0.01 $ 0.20 $ 0.20 $ 0.48
========= ========= ========= =========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
3
<PAGE>
THE YORK GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
------------------------
2000 1999
-------- --------
Cash flows from operating activities:
Net income ................................ $ 1,804 $ 4,318
Adjustments to reconcile net income to net
cash provided by operating activities -
Depreciation and amortization ........... 5,929 5,358
Deferred income tax (benefit) ........... 605 (486)
Gain on disposition of property ......... (340) --
Write down of manufacturing facility .... 950 --
Provision for doubtful accounts ......... 41 --
Decrease (increase) in:
Trade accounts and notes receivable ... 3,692 351
Inventories ........................... 5,826 (374)
Prepaid expenses ...................... (123) 537
Deferred costs and other assets ....... (2,085) (4,599)
Increase (decrease) in:
Accounts payable and accrued expenses . (6,669) 1,778
Other liabilities ..................... (521) 532
-------- --------
Net cash provided by operating
activities........................... 9,109 7,415
-------- --------
Cash flows from investing activities:
Capital expenditures ...................... (1,729) (3,298)
Proceeds from sale of property ............ 1,224 --
Collection of notes receivable ............ -- 103
Acquisitions, net of cash acquired of $507
in 1999 ................................. -- (4,817)
-------- --------
Net cash used in investing activities . (505) (8,012)
-------- --------
Cash flows from financing activities:
Dividends paid ............................ (358) (714)
Repayments of long-term debt .............. (44,788) (11,294)
Proceeds from issuance of long-term debt .. 36,725 9,352
Proceeds from issuance of common stock .... -- 65
-------- --------
Net cash used in financing activities . (8,421) (2,591)
-------- --------
Effects of exchange rate changes on cash .......... (79) --
-------- --------
Net increase (decrease) in cash and cash
equivalents ..................................... 104 (3,188)
Cash and cash equivalents, beginning of period .... 17 3,449
-------- --------
Cash and cash equivalents, end of period .......... $ 121 $ 261
======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Purchases of equipment under capital leases . $ -- $ 1,780
======== ========
Reductions of lease receivables through
application of earned rebates ............ $ 295 $ 231
======== ========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
4
<PAGE>
THE YORK GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of The York Group, Inc. and subsidiaries (the "Company") and have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles in the United States have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. These condensed consolidated financial statements
should be read in conjunction with the Company's December 31, 1999 audited
consolidated financial statements and the notes thereto included in the
Company's 1999 Annual Report on Form 10-K. In the opinion of the Company, all
adjustments and eliminations, consisting only of normal and recurring
adjustments, necessary to present fairly the condensed consolidated financial
statements have been included. The results of operations for such interim
periods are not necessarily indicative of results for the full year.
Certain reclassifications have been made to the 1999 financial information
contained herein to conform to the classifications presented in 2000.
2. SUPPLEMENTAL INFORMATION
JUNE 30, DECEMBER 31,
2000 1999
-------- -----------
(IN THOUSANDS)
Inventories:
Raw materials .................................... $ 6,598 $ 9,295
Work in process .................................. 2,509 3,130
Finished goods ................................... 19,047 21,555
-------- --------
Inventories, net ........................... $ 28,154 $ 33,980
======== ========
Property, plant and equipment:
Land and improvements ............................ $ 3,502 $ 4,746
Buildings and improvements ....................... 18,773 21,058
Equipment ........................................ 69,372 66,317
Construction-in-progress ......................... 2,340 4,724
-------- --------
93,987 96,845
Less: accumulated depreciation ................... (38,082) (34,471)
-------- --------
Property, plant and equipment, net.......... $ 55,905 $ 62,374
======== ========
5
<PAGE>
3. EARNINGS PER SHARE
Earnings per share data for all periods presented has been computed pursuant to
SFAS No. 128, "Earnings Per Share" which requires a presentation of basic
earnings per share (basic EPS) and diluted earnings per share (diluted EPS).
Basic EPS excludes dilution and is determined by dividing income available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted EPS reflects the potential dilution that could occur
if securities and other contracts to issue common stock were exercised or
converted into common stock. At June 30, 2000 the Company had options
outstanding for the purchase of an aggregate of 894,378 shares of common stock,
of which 894,378 shares and 636,878 shares were antidilutive and excluded from
shares used in computing diluted EPS for the three and six month periods ended
June 30, 2000, respectively.
A reconciliation of weighted-average shares outstanding to shares used in
computing diluted EPS is as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------- -------------
2000 1999 2000 1999
----- ----- ----- -----
(IN THOUSANDS)
Weighted-average shares outstanding ..... 8,940 8,934 8,940 8,933
Dilutive securities consisting of options
and convertible debt .................. 91 94 94 101
----- ----- ----- -----
Shares used in computing diluted EPS .... 9,031 9,028 9,034 9,034
===== ===== ===== =====
4. WRITE DOWN OF MANUFACTURING FACILITY
During the three months ended June 30, 2000 the Company recorded a charge of
approximately $1.0 million for the write down of its closed Aiken, SC foundry to
reflect that facility's estimated fair value. The carrying value of the
Company's closed foundry operations are classified as assets held for sale.
5. SEGMENT INFORMATION
SFAS No. 131, "Disclosure About Segments of an Enterprise and Related
Information", requires certain financial and supplementary information to be
discussed on an annual and interim basis for each reportable segment of an
enterprise. In accordance with SFAS No. 131, the Company identified its
reporting segments based on its internal reporting of strategic business units.
The products within each segment require substantially different manufacturing
processes, are marketed to different customer bases and have different economic
characteristics.
The Company's Casket Segment includes the manufacturing and distribution
operations of a wide variety of metal, wood and other caskets, caskets
components and metal burial vaults. The Company's Commemorative Products Segment
produces and sells products, primarily cast bronze, which are used to
commemorate people, places and events. The All Other Segment includes the
Company's fleet operations, architectural services, merchandising products and
services, and corporate expenses. Product transfers between industry segments
are not material. The Company evaluates segment performance based upon operating
income. Certain reclassifications have been made to the 1999 segment information
to conform to the classification presented in 2000.
6
<PAGE>
Interim financial information regarding the Company's segments is presented
below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales:
Caskets ..................... $ 33,700 $ 35,142 $ 74,952 $ 75,895
Commemorative Products ...... 11,528 12,568 22,288 23,481
All Other ................... 2,726 2,497 5,472 5,406
--------- --------- --------- ---------
Consolidated net sales $ 47,954 $ 50,207 $ 102,712 $ 104,782
========= ========= ========= =========
Operating income:
Caskets ..................... $ 5,527 $ 5,692 $ 14,522 $ 13,639
Commemorative Products ...... 1,457 2,768 2,163 4,632
All Other ................... (5,032) (4,092) (9,909) (8,252)
--------- --------- --------- ---------
Consolidated operating
income ............. $ 1,952 $ 4,368 $ 6,776 $ 10,019
========= ========= ========= =========
</TABLE>
6. DEBT
Effective May 12, 2000, certain of the financial covenants related to the
Company's term loan, revolving credit facility and senior notes (debt) were
modified through September 30, 2000. The Company may refinance its debt prior to
September 30, 2000; however, were the Company unable to refinance its debt or
receive modifications of certain of its third and fourth quarter debt covenants,
the Company projects that it may be out of compliance with one or more of its
debt covenants in the third and fourth quarters of 2000. Management believes
that it will be successful in obtaining covenant modifications or successful
alternative financing; however, there can be no assurance of such.
7. RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the SEC issued Staff Accounting Bulletin 101, "Revenue
Recognition in Financial Statements" (SAB 101), which provides guidance related
to revenue recognition based on interpretations and practices followed by the
SEC. Management believes that the Company's revenue recognition policy is in
accordance with SAB 101.
8. SUBSEQUENT EVENT
On July 21, 2000 the Company announced that it would record a charge of
approximately $4.5 million to $5.0 million during the third quarter of 2000
related to a plant closure and other product and process realignments. The
charge will consist af asset valuation reserves, severance and other costs.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
GENERAL
The Company is the second largest casket manufacturer in the United States and
produces a wide variety of caskets, casket components and burial vaults. The
Company is also a major manufacturer of bronze commemorative products. The
Company's finished caskets are marketed through a network of Company and
privately owned distributors, which serve domestic funeral homes, as well as
certain foreign markets. Burial vaults are sold directly to funeral home and
cemetery operators as well as to privately owned distributors. The Company's
commemorative memorial products are sold directly to cemetery operators,
monument dealers and funeral homes, and its architectural signage products are
sold primarily to sign and trophy dealers.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Second quarter 2000 sales were $48.0 million compared to $50.2 million for the
same period in 1999. Casket Segment sales were $33.7 million compared to $35.1
million in 1999, a decrease of $1.4 million. Deaths during the second quarter
are estimated to have increased only .7% from 1999, however, deaths during the
month of April decreased by over 5% from 1999 levels. Despite these relatively
weak market conditions, casket sales through Company owned distribution
operations increased more than 5%. However, sales to independent distributors
decreased during the quarter compared to 1999, with at least a portion of the
decrease believed to be attributable to inventory reduction efforts by those
distributors as the market weakened during the late first and early second
quarter. Higher year-over-year rebate program expenses also negatively impacted
reported sales. Sales of the Commemorative Products Segment were $11.5 million
in the second quarter of 2000 compared to $12.6 million in 1999. The decline
reflects the effects of a loss of business attributable to performance factors
and customer service levels during the Company's plant consolidation efforts in
late 1999 and early 2000, partially offset by the inclusion of the OMC
Industries operations for a full quarter in 2000. Sales from the All Other
Segment, primarily consisting of York Merchandising Systems TM, increased $0.2
million compared to the comparable period in 1999.
Second quarter 2000 gross profit was $14.2 million compared to $15.9 million in
1999, and decreased as a percentage of sales to 29.7% from 31.7% in 1999. Casket
Segment gross profit decreased approximately $0.4 million to $9.5 million,
reflecting the decline in sales compounded by the effects of lost production
absorption resulting from the Company's aggressive inventory reduction program.
The decline was partially offset by the effects of cost reduction efforts that
were undertaken during the latter part of 1999 and throughout 2000.
Commemorative Products gross profit decreased $1.6 million to $4.8 million,
reflecting the decline in sales and operating inefficiencies that existed early
in the quarter resulting from the final stages of plant consolidation
activities. The All Other Segment reported a $0.1 loss at the gross profit
level, an improvement of $0.3 million from 1999 when production delays
attributable to a change in suppliers affected profitability.
Other operating expenses for the second quarter of 2000 were $12.3 million
compared to $11.5 million in 1999. The increase includes a $1.0 million charge
for the write down of the Company's closed foundry in Aiken, SC. Exclusive of
the write down, other operating expenses decreased $0.2 million, reflecting the
effects of cost reduction and cost containment measures instituted in late 1999
and throughout 2000, partially offset by increased expenses attributable to the
Company's Enterprise Resource Planning (ERP) system, as well as higher expenses
for employee benefits and fleet operations.
Net interest expense increased $.4 million from 1999, reflecting higher interest
rates, an increase in deferred finance fee amortization and the effect of
interest capitalization relative to the Company's ERP system expenditures in
1999, partially offset by lower debt levels in 2000. Interest paid during the
second quarter of 2000 and 1999 was $2.1 and $1.8, respectively. Also included
as other income is a $.3 million gain from the sale of one of the Company's
owned distribution facilities during the second quarter of 2000.
The Company's effective income tax rate increased to 84.0% from 41.5% in 1999,
reflecting the effect of non-deductible expenses, primarily goodwill
amortization, and lower than anticipated year-to-date pretax income. Cash paid
for income taxes during the second quarter of 2000 and 1999 was $0.7 and $2.3,
respectively.
8
<PAGE>
Net income decreased to $0.1 million from $1.8 million in 1999, and both basic
and diluted earning per share were $.01 in 2000 compared to $.20 in 1999.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Many of the factors that affected the second quarter results also had an impact
on year-to-date results. Refer to the second quarter comparison for additional
discussion.
Sales were $102.7 million, a decline of $2.1 million from 1999. Casket Segment
sales were $75.0 million compared to $75.9 million in 1999. The decrease
reflects strong first quarter demand offset by weaker market conditions in the
second quarter. Sales from Company owned distribution operations increased by
approximately 4.7% compared to the comparable 1999 period. Sales of the
Commemorative Products Segment decreased to $22.3 million from $23.5 million in
1999. All Other Segment sales were approximately the same as in 1999.
Gross profit was $30.5 million compared to $33.3 million in 1999, and gross
margin declined from 31.8% to 29.7%. These decreases reflect lower sales volume
and significant inefficiencies due to Commemorative Products plant consolidation
activities, particularly during the first quarter of 2000.
Total operating expenses increased $0.4 million, reflecting overall expense
reductions offset by the $1.0 million facility write down in the second quarter.
Net interest expense increased $0.8 million, reflecting higher interest rates
and amortization of deferred finance fees. Interest paid during the six month
periods ended June 30, 2000 and 1999 was $3.3 and $2.7, respectively.
The company's effective tax rate increased to 50.3% from 40.9% in 1999. Cash
paid for income taxes during the six month periods ended June 30, 2000 and 2000
was $1.8 and $2.4, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $0.1 million at June 30, 2000, representing
essentially no change from December 31, 1999. During the six month period ended
June 30, 2000, cash flows from operations totaled approximately $9.1 million,
cash used in investing activities totaled approximately $0.5 million and cash
used in financing activities totaled approximately $8.4 million.
Capital expenditures were $1.7 million and $3.3 million in the six months ended
June 30, 2000 and 1999, respectively. The Company's budgeted capital
expenditures for 2000 are approximately $5.0 million. Major 2000 expenditures
include routine maintenance and replacement projects, with no significant
individual projects currently planned.
Long-term debt, including current maturities, at June 30, 2000, totaled $72.0
million, which primarily consisted of $14.3 million of senior notes (the "Senior
Notes"), $27.5 million outstanding on the Company's bank term loan, $21.6
million outstanding on the Company's revolving credit facility, subordinated
promissory notes totaling $3.9 million issued in conjunction with an
acquisition, capital lease obligations totaling $2.4 million and deferred
acquisition purchase cost of $1.5 million. Effective May 12, 2000, certain of
the financial covenants related to the Company's term loan, revolving credit
facility and Senior Notes were modified through September 30, 2000. The Company
may refinance its debt prior to September 30, 2000; however, were the Company
unable to refinance its debt or receive modifications of certain of its third
and fourth quarter debt covenants, the Company projects that it may be out of
compliance with one or more of its debt covenants in the third and fourth
quarters of 2000. Management believes that it will be successful in obtaining
covenant modifications or successful alternative financing; however, there can
be no assurance of such.
Management believes that current cash balances, cash flows from operations, the
remaining borrowing capacity available under the revolving credit facility and
the Company's access to credit markets are sufficient to meet the Company's
anticipated capital expenditures and other operating requirements for the
foreseeable future. There can be no assurance that the Company will be
successful in obtaining debt or equity financing or refinancing, if any, on
terms that are favorable.
INFLATION
9
<PAGE>
Inflation has not had a material net impact on the Company over the past three
years nor is it anticipated to have a material impact for the foreseeable
future.
SELECTED QUARTERLY OPERATING RESULTS AND SEASONALITY
Historically, the Company's operations have experienced seasonal variations.
Generally, the Company's net sales of caskets are highest in the first quarter
and lowest in the third quarter of each year. These fluctuations are due in part
to the seasonal variance in the death rate, with a greater number of deaths
generally occurring in cold weather months, and the timing of the Company's
annual manufacturing facility vacation shutdowns, which occur primarily in the
third quarter. The Company's memorialization sales seasonally lag the Company's
casket business, and are highest in the second quarter, coinciding with the
Memorial Day holiday, and lowest in the first quarter. In addition, casket and
memorialization products operating results can vary between quarters of the same
or different years due to, among other things, fluctuations in the number of
deaths, changes in product mix, and the timing of annual price increases
relative to changes in costs. As a result, the Company experiences variability
in its operating results on a quarterly basis, which may make quarterly
year-to-year comparisons less meaningful.
FORWARD-LOOKING STATEMENTS
Certain of the information relating to the Company contained or incorporated by
reference in this Form 10-Q is "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements included
or incorporated by reference in this Form 10-Q or made by management of the
Company, other than statements of historical fact regarding the Company, are
forward-looking statements. These statements, and all phases of the Company's
operations, are subject to risks and uncertainties, any one of which could cause
actual results to differ materially from those described in the forward-looking
statements. Such risks and uncertainties include or relate to, among other
things, the availability of debt and equity financing or refinancing on terms
that are favorable to the Company, changes in demand for the Company's products
and services that could be caused by a number of factors, including changes in
death rate, cremation rates, competitive pressures and economic conditions, the
effect of competition on the Company's ability to maintain margins on existing
or acquired operations, the Company's ability to successfully integrate the
operations of acquired companies with existing operations, including risks and
uncertainties relating to its ability to achieve administrative and operating
costs savings and anticipated synergies.
10
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 17, 2000 the Company held its annual meeting of
stockholders to elect directors.
The following table sets forth the number of votes cast for or
withheld with respect to the election of each director nominee.
NAME FOR WITHHELD AUTHORITY
---- --- ------------------
Thomas J. Crawford 8,281,369 23,992
Alan H. Elder 7,816,435 488,926
Eldon P. Nuss 7,874,087 431,274
Kirk P. Pendleton 7,671,051 634,310
Robert T. Rakich 7,540,722 764,639
Roger W. Sevedge 8,261,869 43,492
H. Joe Trulove 8,132,135 173,226
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1- Amendment No. 1 and Waiver to the Amended and Restated
Credit Agreement among The York Group, Inc., ABN-AMRO Bank
and certain financial institutions dated May 12, 2000
10.2- Second Amendment to the Senior Note Purchase Agreement,
as amended, among The York Group, Inc. and The Variable
Annuity Life Insurance Company dated May 12, 2000
27- Financial data schedule
(b) Reports on Form 8-K
None
11
<PAGE>
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, thereunto duly authorized.
August 14, 2000 THE YORK GROUP, INC.
By: /s/ DAVID F. BECK
David F. Beck
Vice President
(Principal Financial Officer and Duly
Authorized Officer)
12
