<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2000
--------------------------------------
Commission file number 001-14067
----------------------------------------------
FOREVER ENTERPRISES, INC.
(FORMERLY KNOWN AS LINCOLN HERITAGE CORPORATION)
---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
TEXAS 36-3427454
---------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
10 S. BRENTWOOD
CLAYTON, MISSOURI 63105
---------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(314) 726-3371
---------------------------------------------------------------------
(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. /x/ Yes / / No
Number of shares
Title of class outstanding as of August 11, 2000
----------------------------- ---------------------------------
Common stock, $0.01 par value 6,933,359
<PAGE>
<PAGE>
<TABLE>
FOREVER ENTERPRISES, INC.
FORM 10-Q
INDEX
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets (Unaudited) - June 30, 2000
and December 31, 1999 3
Condensed Consolidated Statements of Operations (Unaudited) - Three
Months and Six Months Ended June 30, 2000 and 1999 5
Condensed Consolidated Statements of Shareholders' Equity and
Comprehensive Income (Unaudited) - Six Months Ended June 30,
2000 and 1999 6
Condensed Consolidated Statements of Cash Flow (Unaudited) - Six
Months Ended June 30, 2000 and 1999 7
Notes to Condensed Consolidated Financial Statements (Unaudited) 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 14
Cautionary Statement Regarding Forward-Looking Statements 14
Overview 14
Results of Operations 16
Liquidity and Capital Resources 19
Item 3. Quantitative and Qualitative Disclosure About Market Risk 21
PART II. OTHER INFORMATION 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Matters 22
Item 6. Exhibits and Reports on Form 8-K 23
SIGNATURES 24
EXHIBIT INDEX 25
</TABLE>
- 2 -
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
FOREVER ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<CAPTION>
ASSETS
JUNE 30, DECEMBER 31,
2000 1999
---- ----
<S> <C> <C>
Cash and cash equivalents $ 20,862,751 $ 23,712,005
Investments - insurance operations 103,038,339 103,852,162
Policyholder loans 23,763,311 22,707,973
Trade accounts receivable, net 4,462,945 3,640,941
Other investments 2,292,942 --
------------ ------------
Total cash and investments 154,420,288 153,913,081
------------ ------------
Cemetery property, net 3,458,183 3,687,333
Property and equipment, net 6,218,770 6,135,346
Inventories 406,137 608,626
Deferred charges, net 27,304,479 24,685,946
Goodwill 4,015,593 2,430,369
Deferred tax assets, net 9,139,235 7,796,470
Other assets 8,309,664 7,071,115
------------ ------------
Total assets $213,272,349 $206,328,286
============ ============
(continued on next page)
- 3 -
<PAGE>
<PAGE>
<CAPTION>
FOREVER ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY
JUNE 30, DECEMBER 31,
2000 1999
---- ----
<S> <C> <C>
LIABILITIES:
Policy liabilities:
Future policy benefits $137,337,753 $125,280,583
Policyholder deposits 57,023,259 59,982,273
Deferred preneed revenues 3,759,556 3,456,558
Notes payable 4,413,164 6,285,290
Other 7,914,163 5,967,000
------------ ------------
Total liabilities 210,447,895 200,971,704
------------ ------------
SHAREHOLDERS' EQUITY:
Preferred stock ($.01 par value; 1,000,000 shares
authorized; none issued) -- --
Common stock ($.01 par value; 10,000,000 shares
authorized, 6,933,359 and 6,933,259 shares issued
and outstanding, respectively) 69,334 69,333
Additional paid-in capital 9,844,080 9,691,587
Retained earnings 3,196,199 4,102,064
Accumulated other comprehensive loss (10,285,159) (8,506,402)
------------ ------------
Total shareholders' equity 2,824,454 5,356,582
------------ ------------
Total liabilities and shareholders' equity $213,272,349 $206,328,286
============ ============
The accompanying notes are an integral
part of the condensed consolidated
financial statements.
</TABLE>
- 4 -
<PAGE>
<PAGE>
<TABLE>
FOREVER ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $17,927,235 $16,084,373 $34,893,911 $28,267,562
Costs and expenses 10,279,331 8,203,212 20,814,758 16,442,010
----------- ----------- ----------- -----------
Gross profits 7,647,904 7,881,161 14,079,153 11,825,552
Selling, general and administrative 7,887,536 7,142,489 15,668,283 13,739,350
----------- ----------- ----------- -----------
Income (loss) from operations (239,632) 738,672 (1,589,130) (1,913,798)
Other income 312,277 74,002 470,419 156,162
Interest expense (116,980) (47,457) (208,744) (94,311)
----------- ----------- ----------- -----------
Income (loss) before income taxes (44,335) 765,217 (1,327,455) (1,851,947)
Income tax expense (benefit) (50,424) 395,671 (427,163) (330,562)
----------- ----------- ----------- -----------
Net income (loss) $ 6,089 $ 369,546 $ (900,292) $(1,521,385)
=========== =========== =========== ===========
Basic earnings (loss) per share $ 0.00 $ 0.05 $ (0.13) $ (0.22)
=========== =========== =========== ===========
Diluted earnings (loss) per share $ 0.00 $ 0.05 $ (0.13) $ (0.22)
=========== =========== =========== ===========
Weighted average shares outstanding:
Basic 6,933,359 6,922,332 6,933,313 6,921,167
=========== =========== =========== ===========
Diluted 7,085,034 6,971,787 6,933,313 6,921,167
=========== =========== =========== ===========
The accompanying notes are an integral
part of the condensed consolidated
financial statements.
</TABLE>
- 5 -
<PAGE>
<PAGE>
<TABLE>
FOREVER ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND
COMPREHENSIVE INCOME (UNAUDITED)
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER
COMMON PAID-IN COMPREHENSIVE RETAINED
TOTAL STOCK CAPITAL LOSS EARNINGS
----------- ------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $ 5,356,582 $69,333 $9,691,587 $ (8,506,402) $ 4,102,064
Comprehensive loss, net of tax:
Net loss (900,292) (900,292)
Change in unrealized losses on
available-for-sale and equity
securities, net of tax of
$916,329 (1,778,757) (1,778,757)
-----------
Total comprehensive loss (2,679,049)
-----------
Effect of stock options compensation
recorded for stock option plans, net
of applicable income tax effect
of $22,728 44,119 44,119
Issuance of shares for stock options 375 1 374
Capital contributions 108,000 108,000
Other (5,573) (5,573)
----------- ------- ---------- ------------ -----------
Balance, June 30, 2000 $ 2,824,454 $69,334 $9,844,080 $(10,285,159) $ 3,196,199
=========== ======= ========== ============ ===========
Balance, January 1, 1999 $11,815,923 $69,200 $6,711,350 $ (2,238,912) $ 7,274,285
Prior period adjustments (1,686,017) (1,686,017)
Comprehensive loss, net of tax:
Net loss (1,521,385) (1,521,385)
Change in unrealized losses on
available-for-sale and equity
securities, net of
tax of $657,028 (1,275,401) (1,275,401)
-----------
Total comprehensive loss (2,796,786)
Issuance of shares for stock options 17,625 47 17,578
Effect of stock options granted under
stock options plans, net of applicable
income tax effects of $35,276 161,700 161,700
----------- ------- ---------- ------------ -----------
Balance, June 30, 1999 $ 7,512,445 $69,247 $6,890,628 $ (3,514,313) $ 4,066,883
=========== ======= ========== ============ ===========
The accompanying notes are an integral
part of the condensed consolidated
financial statements.
</TABLE>
- 6 -
<PAGE>
<PAGE>
<TABLE>
FOREVER ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (900,292) $ (1,521,385)
Adjustments to reconcile net loss to cash provided
by (used in) operating activities:
Realized investment gains (1,650,557) (854,695)
Accretion of discount on investments (81,602) (240,255)
Depreciation and amortization 418,734 992,717
Provision for doubtful accounts -- --
Deferred income taxes (1,093,453) (287,022)
Deferred compensation 66,846 245,000
Changes in operating assets and liabilities
Trade accounts receivable (822,004) (109,667)
Deferred charges (2,117,052) (978,398)
Cemetery properties 229,150 18,658
Inventories 202,489 163,092
Other assets (936,536) (55,692)
Future policy benefits and deposit funds 8,794,998 (2,443,466)
Deferred revenues 302,998 --
Other liabilities 279,638 (1,323,718)
------------ ------------
Net cash provided by (used in) operating activities 2,693,357 (6,394,831)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales and maturities of available-for-sale
investments 28,493,420 44,719,113
Cost of investments purchased (29,346,854) (56,238,168)
Purchase of fixed assets (459,371) (410,769)
Acquisition of subsidiaries (3,855,496) --
Increase in investment in subsidiaries (227,158) (1,869,616)
Increase in policyholder loans (1,055,338) (1,726,998)
Other, net 361,041 --
------------ ------------
Net cash used in investing activities (6,089,756) (15,526,438)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares for stock options 375 17,625
Repayment of long-term debt (1,738,792) (44,260)
Capital contributions 108,000 --
Increase in accounts payable to affiliates 2,177,562 2,590,540
------------ ------------
Net cash provided by financing activities 547,145 2,563,905
------------ ------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (2,849,254) (19,357,364)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 23,712,005 43,840,065
------------ ------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 20,862,751 $ 24,482,701
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION
INCOME TAXES PAID $ 681,485 $ 14,000
============ ============
INTEREST PAID $ 208,744 $ 94,311
============ ============
The accompanying notes are an integral
part of the condensed consolidated
financial statements.
</TABLE>
- 7 -
<PAGE>
<PAGE>
FOREVER ENTERPRISES, INC.
(FORMERLY KNOWN AS LINCOLN HERITAGE CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
-----------
NOTE 1 -- BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements
include the accounts of Forever Enterprises, Inc. (formerly known as
Lincoln Heritage Corporation) and our direct and indirect wholly owned
subsidiaries. These condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements. All
intercompany accounts and transactions have been eliminated in
consolidation. Certain prior period amounts have been reclassified to
conform with the current period presentation.
Forever Network, Inc. (formerly known as Forever Enterprises,
Inc.) was acquired by us on March 9, 2000. Forever Network, directly
and through its subsidiaries, owns and operates funeral homes and
cemetery properties and markets, archives and displays digital
interactive life stories viewed at grave sites and on the Internet. The
acquisition of Forever Network was accounted for in a manner similar to
the pooling-of-interests method of accounting. Accordingly, the
accounts of Forever Network have been included in our accounts for all
periods presented. The results of Forever Network are not necessarily
indicative of the results of operations that actually would have
occurred if the transaction had occurred at the beginning of the
earliest period presented.
On December 8, 1999, Forever Network acquired an additional 45% of
Hollywood Forever, Inc. (through its acquisition of Dartmont Finance,
Inc.) increasing Forever Network's ownership in that entity to 90%. As
a result, Hollywood Forever, Inc. is included in our consolidated
financial statements as of and for the six months ended June 30, 2000.
In November 1999, Mt. Washington Forever, Inc., a wholly owned
subsidiary of our company, acquired a cemetery property located in
Kansas City, Missouri known as Mt. Washington Cemetery for $1,200,000.
Effective January 1, 2000, 50% of the interest in Mt. Washington
Forever, Inc. was sold to an unaffiliated party for a capital
contribution of $50,000. The accounts of Mt. Washington Forever, Inc.
have been consolidated with our accounts as of December 31, 1999, and
are accounted for using the equity method beginning January 1, 2000.
The accompanying condensed consolidated financial statements and
notes thereto are unaudited and should be read in conjunction with our
audited financial statements included in our Annual Report on Form 10-K
for the year ended December 31, 1999 filed with the Securities and
Exchange Commission. Prior period amounts included in the condensed
consolidated financial statements have been restated to reflect the
accounts of Forever Network, Inc. as if the acquisition had occurred as
of the beginning of the earliest period presented. The unaudited
interim condensed consolidated financial statements have been prepared
on the same basis as the annual consolidated financial statements and,
in the opinion of management, reflect all adjustments, which include
only normal recurring adjustments, necessary to present fairly our
financial position, results of operations and cash flows as of and for
the three and six months ended June 30, 2000. The results for the six
months ended June 30, 2000 are not necessarily indicative of the results
to be expected for the year ending December 31, 2000.
- 8 -
<PAGE>
<PAGE>
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies are new to our
company due to our acquisition of Forever Network, Inc. during the first
quarter of 2000.
Accounts Receivable -- Accounts receivable consist of receivables
-------------------
from cemetery customers who pre-purchase cemetery property and
merchandise and are paying the balance on an installment basis.
Customers who purchase cemetery property and merchandise on an at-need
basis must pay the entire purchase amount at the time of sale.
Cemetery Property -- Cemetery property consists of developed and
-----------------
undeveloped cemetery property and is valued at cost. Repairs and
maintenance are charged to expense as incurred, whereas major
improvements are capitalized. Cemetery property is expensed as sales of
cemetery plots occur. Mausoleum inventory is the cost of unsold
mausoleum crypts and niches. Mausoleum inventories are expensed as
sales of crypts and niches occur. A portion of the cost of the
mausoleum is included in buildings in the accompanying condensed
consolidated financial statements and is being depreciated over the
useful life of the mausoleum.
Depreciation -- Property and equipment are being depreciated using
------------
the straight-line method over the estimated useful lives of the various
classes of assets which range from three to 30 years.
Deferred Preneed Revenue -- As each preneed funeral contract is
------------------------
entered into, we record the face amount of the contract as deferred
revenue. At the time of need (fulfillment of the contract), we
recognize revenue for the full amount of the contract.
Deferred Software Development Costs -- Costs expended to develop
-----------------------------------
the software used to process and display the Forever biographies have
been deferred and are being amortized over the estimated useful life of
the software of three years. Deferred software development costs are
included in other assets in the accompanying condensed consolidated
balance sheets.
Revenue/Expense Recognition for Cemetery Operations -- Cemetery
---------------------------------------------------
property and merchandise sales are recorded at the time of a completed
sales contract. Costs related to such sales are charged to operations
at the time the sale is recorded with a corresponding liability recorded
representing the cemetery's obligation to purchase the merchandise at
the time of need, or when the contract is paid in full. Costs related
to merchandise are based on actual costs incurred or estimated future
costs to purchase the merchandise.
Other Income -- Other income includes rental income from leased
------------
property, interest income from certain trust accounts, miscellaneous
income and Forever Network's 50% share of earnings from investment in
Mt. Washington Forever. At June 30, 2000, net income for Mt. Washington
Forever was $354,315, of which 50%, or $177,157, was included in other
income.
- 9 -
<PAGE>
<PAGE>
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Perpetual Care -- A portion of the proceeds from sales of cemetery
--------------
property is required by state law to be paid into perpetual care trust
funds. In accordance with state laws, we remit amounts to the perpetual
care trust after the sale is paid in full. Therefore, we record a
liability for amounts to be remitted when contracts are paid in full.
Such amounts are recorded in other liabilities in the accompanying
condensed consolidated financial statements. Investment income from such
perpetual care trust funds is included in other income in the accompanying
condensed consolidated financial statements and is intended to defray
ongoing maintenance costs. The principal of the trust cannot be withdrawn
and, accordingly, is not included in the accompanying condensed consolidated
financial statements.
Net Income (Loss) Per Share -- Our basic net income (loss) per
---------------------------
share is computed by dividing net income (loss) by the weighted average
number of shares outstanding. Diluted net income per share includes the
impact of potential common shares, unless the inclusion of such shares
would have an anti-dilutive effect. The 151,675 and 49,455 increase in the
number of shares from basic to diluted for the six months ended June 30, 2000
and 1999, respectively, is a result of the options outstanding. There were no
factors that affected the net income amount in the earnings per share
computation.
NOTE 3 -- NOTES PAYABLE
We have a note payable to Allegiant Bank in the amount of
$2,114,465, which matures on January 1, 2003. Principal payments of
$4,674 are due monthly along with interest at the "corporate market"
interest rate (9.5% per annum at June 30, 2000). The "corporate market"
interest rate is based upon an index developed by Allegiant Bank.
We also have a $250,000 revolving line of credit from Allegiant
Bank at rates similar to the primary credit agreement discussed above.
The balance outstanding was $220,000 at June 30, 2000. This line of
credit is renewable on a yearly basis subject to Allegiant Bank's
discretion.
We also have notes payable to companies owned by the previous
investment partners in Hollywood Forever, in the amount of $2,212,974 at
June 30, 2000. These notes were incurred in connection with the
purchase of the additional 45% of Hollywood Forever, Inc. on December 8,
1999. Payments of $28,723 are due monthly until the principal balance
of the notes is paid in full. An additional $20,000 is payable monthly
beginning in August of 2000 until the principal balances of those
corresponding notes is paid in full. The interest rate on these notes
is 8.5% per annum.
- 10 -
<PAGE>
<PAGE>
NOTE 4 -- INVESTMENTS
The cost or amortized cost, gross unrealized gains and losses, and
estimated fair value of fixed maturity and equity securities available-
for-sale as of June 30, 2000 were as follows:
<TABLE>
<CAPTION>
COST OR GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
------------ ---------- ------------ ------------
<S> <C> <C> <C> <C>
Fixed maturity securities
Corporate bonds $ 14,019,632 $486,138 $ (1,095,413) $ 13,410,357
Mortgage backed securities 82,109,418 179,883 (11,628,488) 70,660,813
U.S. Government 13,161,624 12,213 (1,484,137) 11,689,700
------------ -------- ------------ ------------
Total fixed maturity securities 109,290,674 678,234 (14,208,038) 95,760,870
Equity securities 9,772,084 281,277 (2,775,892) 7,277,469
------------ -------- ------------ ------------
Total $119,062,758 $959,511 $(16,983,930) $103,038,339
============ ======== ============ ============
</TABLE>
NOTE 5 -- ACQUISITIONS
On March 9, 2000, our shareholders approved a stock acquisition
agreement to acquire all of the issued and outstanding shares of common
stock of Forever Network from National Heritage Enterprises. Forever
Network owns and operates funeral home and cemetery properties. In
exchange for the Forever Network shares, we issued 2.4 million shares of
our common stock with a market value of approximately $12.0 million.
Upon consummation of the acquisition, National Heritage Enterprises'
ownership of our common stock increased from 4,000,000 shares to
6,400,000 shares, or approximately 92.3% of our issued and outstanding
shares. The acquisition was accounted for in a manner similar to the
pooling-of-interests method of accounting. Accordingly, the accounts of
Forever Network have been included in our accounts for all periods
presented. The following table summarizes the effects of including
Forever Network in the consolidated statements.
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 2000
FOREVER
ENTERPRISES
(EXCLUDING FOREVER CONSOLIDATED
FOREVER NETWORK) NETWORK ELIMINATIONS TOTAL
---------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 31,548,690 $ 3,782,979 $ (437,758) $ 34,893,911
Net loss (139,102) (679,251) (81,939) (900,292)
Assets 197,899,864 20,263,609 (4,891,124) 213,272,349
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
FOREVER
ENTERPRISES FOREVER CONSOLIDATED
(PREVIOUSLY REPORTED) NETWORK ELIMINATIONS TOTAL
--------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 27,162,167 $ 1,242,383 $ (136,988) $ 28,267,562
Net loss (641,679) (821,511) (58,195) (1,521,385)
Assets 159,046,390 11,774,788 (659,610) 170,161,568
</TABLE>
- 11 -
<PAGE>
<PAGE>
NOTE 5 -- ACQUISITIONS (CONTINUED)
<TABLE>
<CAPTION>
TOTAL SHAREHOLDERS' EQUITY JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
<S> <C> <C>
Total shareholders' equity, before pooling $ 851,306 $2,722,895
Equity of Forever Network 2,186,591 2,759,618
Intercompany eliminations (213,443) (125,931)
---------- ----------
Total shareholders' equity, after pooling $2,824,454 $5,356,582
========== ==========
</TABLE>
On May 15, 2000, we purchased all of the outstanding shares of
capital stock of Liberty Standard Life Insurance Company ("LSLife") for
$1.1 million. As of such date, LSLife had approximately $4.5 million
statutory basis assets and $4.4 million statutory basis liabilities.
The acquisition was accounted for using the purchase method of
accounting.
NOTE 6 -- SEGMENT INFORMATION
We conduct and manage our business through two segments,
cemetery/funeral operations and life insurance operations. The
following tables and narratives summarize the results of our operations
by our business segments. Costs and revenues that are not related to
operating segments are included in the column "Corporate."
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 2000
CEMETERY INSURANCE CORPORATE INTERSEGMENT TOTAL
-------- --------- --------- ------------ -----
<S> <C> <C> <C> <C> <C>
Revenues $ 3,782,979 $ 31,533,705 $ 14,985 $ (437,758) $ 34,893,911
Income (loss) before income taxes (327,242) 587,856 (1,506,130) (81,939) (1,327,455)
Total assets 20,263,609 196,459,747 1,440,117 (4,891,124) 213,272,349
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
CEMETERY INSURANCE CORPORATE INTERSEGMENT TOTAL
-------- --------- --------- ------------ -----
<S> <C> <C> <C> <C> <C>
Revenues $ 1,242,383 $ 27,147,954 $ 14,213 $ (136,988) $ 28,267,562
Loss before income taxes (222,974) (117,959) (1,452,819) (58,195) (1,851,947)
Total assets 11,774,788 157,788,508 1,257,882 (659,610) 170,161,568
</TABLE>
NOTE 7 -- SUBSEQUENT EVENT
On July 7, 2000, our board of directors approved an amendment
to our Amended and Restated Articles of Incorporation to increase the
authorized number of shares of our common stock from 10,000,000 shares
to 30,000,000. The proposed amendment will be submitted to a vote of
our shareholders at a special meeting to be held on August 31, 2000.
- 12 -
<PAGE>
<PAGE>
NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133,
as amended, is effective for fiscal years beginning after June 15, 2000.
SFAS 133 requires all derivative instruments to be recorded on the
balance sheet at their fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designed as
part of a hedge transaction and, if it is, the type of hedge
transaction.
In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin 101, "Revenue Recognition in Financial
Statements" (SAB 101). SAB 101 is effective for our financial
statements no later than the fourth quarter of fiscal year 2000 and
requires us to recognize revenue only when it is realized or realizable
and earned.
Management has not completed evaluating the impact of the adoption
of SFAS 133 and SAB 101 on our financial position, results of operations
or cash flows. Other members of the death care (memorialization)
industry currently are discussing directly with the Securities and
Exchange Commission the application of SAB 101. We will evaluate the
outcome of those discussions and the corresponding action to be taken.
These actions are not expected to have an impact on our consolidated
cash flows, but may have an impact on our consolidated financial
condition and on the manner in which we record preneed sales activities.
NOTE 9 - PRIOR PERIOD ADJUSTMENT
We have recorded a prior period adjustment related to the method of
recording certain preneed cemetery and funeral contracts and the related
trust assets prior to January 1, 1999. This adjustment results in an increase
in total assets of approximately $1.8 million, an increase in liabilities of
approximately $3.5 million and a charge to retained earnings, net of tax, of
approximately $1.7 million. This prior period adjustment is reflected in our
condensed consolidated statements of shareholders' equity and comprehensive
income as an adjustment to the beginning balance of the earliest period
presented.
- 13 -
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are based on the
beliefs of our management as well as on assumptions made by and
information currently available to us at the time such statements were
made. We can give no assurance that the expectations indicated by such
forward-looking statements will be realized. If any of management's
assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our
actual results may differ materially from those indicated by the
forward-looking statements.
The following factors that are not within our control and that may
have a direct bearing on operating results include, but are not limited
to: (i) our ability to achieve anticipated levels of operational
efficiencies for recently acquired companies, cemetery properties or
blocks of policies, as well as through other cost-saving initiatives;
(ii) the availability and terms of future acquisitions; (iii) regulatory
changes or actions, including those relating to regulation of the sale
and pricing of funeral home operations and products and regulation of
the sale, underwriting and pricing of insurance products; (iv)
increasing competition in the sale of our products; (v) market
acceptance of our Forever biography products which have required, and
will continue to require, investments in software development and
marketing before corresponding levels of anticipated revenues are
realized; (vi) general economic conditions and other factors, including
prevailing interest rate levels and stock market performance, which may
affect our ability to sell our products, the market value of our
investments and the lapse rate and profitability of our policies; (vii)
mortality, morbidity, and other factors which may affect the
profitability of our insurance products; (viii) changes in the Federal
income tax laws and regulations which may affect the cost of or demand
for our products; and (ix) the risk factors or uncertainties listed in
our other filings with the Securities and Exchange Commission.
Additionally, we may not be successful in identifying, acquiring,
and integrating other companies or their business, implementing improved
management and accounting information systems and controls and may be
dependent upon additional capital and equipment purchases for future
growth. There may be other risks and uncertainties that management is
not able to predict.
When used in this report, the words "anticipate," "believe,"
"estimate," "expect," "intends," and similar expressions, as they relate
to us are intended to identify forward-looking statements, although
there may be certain forward-looking statements not accompanied by such
expressions.
OVERVIEW
We are a holding company engaged in the ownership and operation of
businesses that produce and market multimedia biographies, own and
operate cemetery/funeral home properties and market and issue life
insurance principally to fund preneed funeral contracts.
In March 2000, we acquired Forever Network, Inc. (f/k/a Forever
Enterprises, Inc.) and its subsidiaries. With the acquisition of
Forever Network, we have shifted our focus from the ownership and
operation of insurance companies to the new industry of
"Memorialization," a modern landscape of virtual memorials and visual,
interactive cemeteries. We believe that the death care industry
generally has been slow and reluctant to respond to customer needs and
desires and that our products and services are innovative and provide
foundation on which to build a national Forever brand.
- 14 -
<PAGE>
<PAGE>
With our acquisition of Forever Network, Inc. we acquired three
cemetery/funeral home properties located in Los Angeles, California and
St. Louis and Kansas City, Missouri, a funeral home located in Kirkwood,
Missouri that is leased to Service Corporation International and the
Cremation Society of St. Louis, the Cremation Specialists of Los Angeles
and Cremation Specialists of Kansas City. In addition, Forever Network
sells, archives and displays digital interactive life stories at the
grave sites and on the Internet at www.forevernetwork.com. Forever
Network currently maintains more than 3,300 client biographies that are
available for viewing on the Internet site.
Our intended strategy is to acquire cemetery/funeral home
properties (known as "combination properties") in targeted metropolitan
areas, aggressively growing the multimedia biography business through
all company properties and the Internet, and further developing the
Internet marketing business. We plan to develop the Forever brand to
enhance recognition and sales. Any decision to acquire a funeral home
or cemetery property will depend on our assessment of various factors.
No assurance can be given that we will be successful in consummating any
acquisition, or that any acquisition, once completed, will ultimately
enhance our results of operations.
A component of our business strategy is to increase the number of
quality cemetery/funeral home combination properties we own and operate
and to expand our Forever network of families with digital biographies.
This is intended to support accelerated development of our Internet
business strategy, which will serve to display family archives, educate
consumers on memorial products, services and providers, and sell
memorial services and merchandise over the www.forevernetwork.com
website.
Our plan is to acquire properties in major metropolitan areas,
possibly distressed in some way, and needing an aggressive marketing
approach. Properties also may be in the form of raw land in a current
or developing population center that can support a funeral
home/mausoleum structure and with a suitable supply of saleable cemetery
land. Acquiring and developing properties in major areas is intended to
allow for more rapid expansion of the Forever biography program and
marketing of the Internet site. We believe that the current environment
provides excellent opportunities to acquire cemetery properties at
attractive prices.
We have developed strategies designed to enhance the profitability
of the businesses and properties we acquire. With respect to our
cemetery/funeral home operations, we believe we can apply tested and
proven marketing techniques to produce significant revenue and market
share growth. Efficient property operations management should allow for
greatly enhanced profitability on newly acquired properties.
Demographics and the growing interest in organizing and preserving
family memories, use of the Internet for information gathering, and
commerce on the Web are expected to provide the platform for success of
our Internet strategy. Economies of scale through the integration of
our systems, administration and purchasing and marketing programs should
provide other valuable cost savings to enhance results.
Our insurance companies will serve to complement the Forever
strategy rather than serving as the principal component of the company's
operations. Preneed contracts will be sold over the Internet and at
our funeral homes and cemetery properties, as well as through
independent funeral homes and our affiliated sales force. Insurance
products will be one of many memorialization products that we offer.
During and prior to 1999, we derived revenues primarily from
premiums on insurance policies and our expenses consisted principally of
benefits paid or accrued, commissions on the sale of policies and
general and administrative costs associated with life insurance company
operations. For 2000 and beyond, in addition to our insurance
operations, our revenues and expenses will be impacted by our
memorialization business.
- 15 -
<PAGE>
<PAGE>
RESULTS OF OPERATIONS
The following presents management's discussion and analysis of our
consolidated financial condition and results of operations as of the
dates and for the periods indicated. This discussion should be read in
conjunction with the other information set forth in this Quarterly
Report on Form 10-Q, including our unaudited condensed consolidated
financial statements and the accompanying notes thereto.
Our financial highlights were as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------------
2000 1999
---- ----
<S> <C> <C>
Premium income $ 24,040,306 $ 20,883,466
Net investment income and realized gains 6,831,888 6,009,205
Cemetery revenue 3,782,979 1,242,383
Other revenue 238,738 132,508
------------ ------------
Total revenues 34,893,911 28,267,562
Benefits incurred 12,551,211 10,366,804
Other operating expenses 23,931,830 19,814,556
Other (income) and expense, net (261,675) (61,851)
------------ ------------
Loss before income taxes (1,327,455) (1,851,947)
Income tax benefit (427,163) (330,562)
------------ ------------
Net loss $ (900,292) $ (1,521,385)
============ ============
Loss per share:
Basic $ (0.13) $ (0.22)
Diluted (0.13) (0.22)
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
<S> <C> <C>
BALANCE SHEET DATA:
Accounts receivable, net $ 4,462,945 $ 3,640,941
Cemetery property, net 3,458,183 3,687,333
Total assets 213,272,349 206,328,286
Total policy liabilities 194,361,012 185,262,856
Shareholders' equity 2,824,454 5,356,582
</TABLE>
We conduct and manage our business through two segments,
cemetery/funeral operations and life insurance operations. The
following tables and narratives summarize the results of our operations
by our business segments. Costs and revenues that are not related to
operating segments are included in the column "Corporate."
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 2000
CEMETERY INSURANCE CORPORATE INTERSEGMENT TOTAL
-------- --------- --------- ------------ -----
<S> <C> <C> <C> <C> <C>
Revenues $ 3,782,979 $ 31,533,705 $ 14,985 $ (437,758) $ 34,893,911
Income (loss) before income taxes (327,242) 587,856 (1,506,130) (81,939) (1,327,455)
Total assets 20,263,609 196,459,747 1,440,117 (4,891,124) 213,272,349
- 16 -
<PAGE>
<PAGE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
CEMETERY INSURANCE CORPORATE INTERSEGMENT TOTAL
-------- --------- --------- ------------ -----
<S> <C> <C> <C> <C> <C>
Revenues $ 1,242,383 $ 27,147,954 $ 14,213 $(136,988) $ 28,267,562
Loss before income taxes (222,974) (117,959) (1,452,819) (58,195) (1,851,947)
Total assets 11,774,788 157,788,508 1,257,882 (659,610) 170,161,568
</TABLE>
Cemetery Operations. Cemetery revenues increased approximately
$1.3 million and $2.5 million, or 182% and 204%, in the three-month and
six-month periods ended June 30, 2000, respectively, compared to the
corresponding periods of 1999. The increases were largely attributable
to Forever Networks' acquisition of an additional 45% interest in
Hollywood Forever in December 1999, which brought our total ownership to
90%. Sales for the first six months of 2000 at each location also
increased compared to the corresponding period in 1999 due to more
effective marketing and increased sales of certain cemetery and
memorialization products and services.
Cost of sales increased approximately $464,000 and $850,000, or
208% and 238%, from $134,000 and $358,000 in the three and six months
ended June 30, 1999, respectively, to $987,000 and $1.2 million in the
corresponding periods of 2000 due to increased cemetery sales. Cost of
sales as a percentage of revenues increased to 34% and 32% for the three
months and six months ended June 30, 2000, respectively, compared to 31%
and 29% for the three months and six months ended June 30, 1999,
respectively.
Selling, general and administrative expenses increased $1.1
million and $1.9 million, or 121% and 109%, from $907,000 and $1,768,000
in the three and six months ended June 30, 1999, respectively, to $2.0
million and $3.7 million, in the corresponding periods of 2000 due to
increased variable selling expenses (as a result of increased sales) and
additional administrative cost associated with the acquisition of an
additional 45% interest in Hollywood Forever and the acquisition of
Mt. Washington Forever. As a percentage of revenues, selling, general and
administrative costs declined to 99% and 98% in the three and six months
ended June 30, 2000, respectively, from 127% and 143% in the three
months and six months ended June 30, 1999 due to increased revenues,
cost-saving efforts and increased operating efficiencies.
Our loss before income taxes increased from a loss of $124,000 and
$223,000 in the three and six months ended June 30, 1999, respectively,
to a loss of $209,000 and $327,000 in the corresponding periods of 2000.
The operating loss as a percentage of revenues declined to 10.4% and
8.7% in the three and six months ended June 30, 2000, respectively, from
17.4% and 17.9% in the corresponding periods of 1999. The three and six
months ended June 30, 2000 included $217,000 and $405,000, respectively,
in interest expense due to increased acquisitions compared to $47,000
and $94,000 in interest expense for the corresponding periods of 1999.
Total assets increased from $11,775,000 at June 30, 1999 to
$20,264,000 at June 30, 2000 due largely to the acquisition of the
additional 45% of Hollywood Forever.
- 17 -
<PAGE>
<PAGE>
Minority Interest Cemetery Operations. Our equity in the earnings of
Mt. Washington Forever for the six months ended June 30, 2000 was $177,157.
We first acquired an interest in Mt. Washington Forever in November 1999,
and, therefore, had no share in its earnings prior to that time. Forever
Enterprises, Inc. currently has a 50% interest in Mt. Washington Forever
and takes an active role in management of the cemetery. For the six
months ended June 30, 2000, the results of Mt. Washington Forever are
summarized in the table below.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------------
JUNE 30, 2000 JUNE 30, 1999
ACTUAL ESTIMATED
------------- -------------
<S> <C> <C>
Revenues $1,960,000 $ 147,000
Cost of goods sold 585,000 37,000
Selling, general and administrative expenses 1,020,000 285,000
Income (loss) from operations 354,000 (175,000)
</TABLE>
Insurance Operations. Insurance revenues increased approximately
$652,000 and $4.4 million, or 4.2% and 16.2%, in the three-month and
six-month periods ended June 30, 2000, respectively, compared to the
corresponding periods in 1999. The increase was attributable to higher
levels of new policies issued and in force and an increase in realized
gains on investments and the absence of impairment losses which were
recognized in 1999.
Our premium income increased approximately $959,000 and $3.2
million, or 8.4% and 15.1%, in the three-month and six-month periods
ended June 30, 2000, respectively, compared to the corresponding periods
of 1999. The increases were attributable to higher sales volumes and
overall number of policies in force.
Our net investment income and realized gains declined
approximately $511,000, or 13.1%, and increased approximately $823,000,
or 13.7%, in the three-month and six-month periods ended June 30, 2000,
respectively, compared to the corresponding periods of 1999. In the
first quarter of 1999, we recognized impairment losses on certain
securities of approximately $1.7 million. We had no impairment losses
during the first two quarters of 2000.
Our benefit expenses increased approximately $2.1 million and $2.2
million, or 46.7% and 21.1%, in the three-month and six-month periods
ended June 30, 2000, respectively, compared to the corresponding periods
of 1999. This increase was due primarily to an increase in future
policy benefits due to higher levels of policies in force.
Operating income declined $958,000, or 55%, and increased
$706,000, or 598%, in the three-month and six-month periods ended June
30, 2000, respectively, compared to the corresponding periods of 1999.
The improvement in operating performance was due primarily to the
absence of first quarter 1999 impairment losses.
Total assets increased $38.7 million from $157.8 million at June
30, 1999, to $196.5 million at June 30, 2000, due primarily to the
acquisition of a block of life insurance and annuity policies from
Funeral Securities Life Insurance Company in October 1999, and due to
the acquisition of Liberty Standard Life Insurance Company in May 2000.
- 18 -
<PAGE>
<PAGE>
Corporate. Operating losses declined approximately $276,000, or
32.7%, and increased $53,000, or 3.7%, in the three-month and six-month
periods ended June 30, 2000, respectively, compared to the corresponding
periods in 1999 due to expenses incurred in connection with the
acquisition of Forever Network, Inc. and related investment banking
services.
Consolidated. Net loss before income tax for the three and six month
periods ended June 30, 2000, increased $809,000, or 105.8%, and declined
$524,000, or 28.3%, respectively, compared to the same periods in 1999. Net
earnings per basic and diluted share for the quarter ended June 30, 2000,
declined to $0.00 from $0.05 for the same period of 1999. Net loss per basic
and diluted share for the six months ended June 30, 2000, declined to $0.13
from $0.22 for the comparable period in 1999. The decrease in net earnings
for the quarter ended June 30, 2000, as compared to the same period of 1999,
was due to increased revenues from our cemetery and insurance operations
offset by similar increases in cost of sales and operating expenses. The
decline in net loss for the six months ended June 30, 2000, as compared to
the same period of 1999, was due to increased revenues from our cemetery
and insurance operations partially offset by operating expenses and acquisition
costs, as well as the absence of impairment losses which were recognized in
the first quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
Our cash requirements for 2000 and in the future will depend upon
acquisitions, timing of expansion plans, capital expenditures and
mortality experience. We plan to secure capital required for additional
cemetery properties, large capital improvement projects and significant
technology developments related to the digital biographies and the
Internet through equity or debt financing. With properties, the initial
capital provided for the purchase and working capital is anticipated to
be sufficient to allow the property to realize positive cash flow within
six to twelve months after acquisition. Bellerive Forever currently
generates positive cash flow from operations. We anticipate that
Hollywood Forever will begin to meet its operating cash requirements by
year-end 2000. Such operating cash requirements are currently provided
by cash flows from other operations.
Capital projects on new cemetery properties for mausoleum/funeral
home combination buildings and other saleable inventory features are
expected to be funded through use of cash generated from pre-construct
sales and/or debt financing and should require little or no additional
capital investment. Certain other improvements would be funded through
working capital.
Capital will be required to fund the Internet/technology business
plan. Due to the consolidated nature of the biography sales revenue and
cost recognition on the accompanying statements, the Internet/technology
operation currently is running a cash shortfall and will require some
investment capital for a period of time until revenues can be built to
approximate cash flow. Margins are expected to be high and overhead
relatively low once Internet sales volumes achieve targeted levels.
Capital and cash requirements are to be provided by other operations of
our company.
Our St. Louis, Missouri combination property, Bellerive Forever,
has recently completed and fully funded construction of a new office
building. A second phase of the property's mausoleum currently is being
planned with construction expected to begin in the fourth quarter of
2000. Capital requirements are expected to be funded through pre-
construction sales and additional debt, if necessary.
Our Hollywood combination property, Hollywood Forever, is in the
pre-construction phase of a new mausoleum addition. The first phase of
construction is not anticipated to begin until spring of 2001. Pre-
construction sales and/or additional debt financing are expected to fund
the project.
- 19 -
<PAGE>
<PAGE>
Our Kansas City combination property, Mt. Washington Forever, has
completed or is in the process of completing several deferred
maintenance projects, including major infrastructure and road repairs,
office building renovations and records management. These projects are
being funded through an escrow account established as a requirement of
the Mt. Washington Forever purchase. A new mausoleum/chapel building is
currently in the design and pre-construction phase of development.
Construction is expected to begin in the fourth quarter of 2000. Other
significant development projects, including a water development,
lighting and security, office expansion, and additional park amenities
are expected to start within the next twelve months. Funding will be
from the escrow account, a proposed tax increment financing program,
and/or additional debt financing.
We have entered into a $60,000 development agreement with an
outside firm to enhance the www.forevernetwork.com website for work to
be completed by the end of the third quarter of 2000. Capital required
will be funded through operations of our company.
Our insurance subsidiaries generally generate sufficient cash
receipts from premium collections and investment income to satisfy their
obligations. We believe that the diversity of the investment portfolio
of our insurance subsidiaries provides sufficient liquidity to meet
their operating cash requirements. We believe that anticipated cash
flow from operations should be adequate for the working capital
requirements of our existing insurance business over the next twelve
months.
Our insurance subsidiaries are restricted by state insurance laws
as to the amount of dividends that they may pay to us without prior
notice to, or in some cases prior approval from, their respective state
insurance departments. These restrictions on dividend distributions are
based on statutory capital and surplus and operating earnings.
Statutory surplus and statutory operating results are determined
according to statutes adopted by each state in which the subsidiaries do
business. Statutory surplus bears no direct relationship to equity as
determined under generally accepted accounting principles. No amounts
are currently available for transfer to the parent company by dividend,
loan or advance without prior regulatory approval.
On October 25, 1999, we entered into an agreement to purchase all
the outstanding shares of Dixie National Insurance Company for an
estimated purchase price of approximately $10 million. The sole
shareholder of Dixie National Life Insurance Company terminated the
agreement in June 2000, and is soliciting new offers with respect to the
company. We formally withdrew our offer to purchase in July 2000.
Total cash and investments were $154.4 million and $153.9 million
at June 30, 2000 and December 31, 1999, respectively. Changes in the
separate components of invested assets were due to the portfolio mix of
our invested assets and changes in the fair market value of balances in
actively managed fixed maturity and equity securities.
Deferred charges increased $2.6 million from $24.7 million at
December 31, 1999 to $27.3 million at June 30, 2000 due to an increase
in new policies issued.
Policy liabilities increased $9.1 million from $185.3 million at
December 31, 1999 to $194.4 million at June 30, 2000 due to higher
levels of policies in force and due to the acquisition of Liberty
Standard Life Insurance Company.
- 20 -
<PAGE>
<PAGE>
In the event that our plans or assumptions change, or if the
resources available to meet unanticipated changes in business
conditions prove to be insufficient to fund operations, we could be
required to seek additional financing and such financing may not be
available on favorable terms or at all.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There have been no material changes from the information provided
in our Annual Report on Form 10-K for the year ended December 31, 1999.
- 21 -
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Our 2000 annual meeting of shareholders was held on May 18, 2000.
Of 6,933,359 shares issued, outstanding and eligible to be voted at the
meeting, 6,405,688 shares, constituting a quorum, were represented in
person or by proxy at the meeting. One matter was submitted to a vote
of the shareholders at the meeting.
The only matter submitted was the election of two Class II
director nominees to our board of directors, each to continue in office
until the year 2003. There is no cumulative voting in the election of
directors. Upon tabulation of the votes cast, it was determined that
each director nominee had been elected. The voting results are set
forth below:
NAME FOR AGAINST WITHHELD
---- --- ------- --------
Randall K. Sutton 6,405,688 -- --
Because we have a staggered board, the term of office of the
following named Class I and Class III directors, who were not up for
election at the 2000 annual meeting, continued after the meeting:
Class I (to continue in office until 2002)
Paul J. Gallant
Class III (to continue in office until 2001)
Brent D. Cassity
Howard A. Wittner
ITEM 5. OTHER MATTERS
On May 10, 2000, Mr. John J. Gorman resigned as a member of our
board of directors. On July 7, 2000, our board elected Mr. Oliver C.
Boileau, Jr. as a Class II director to fill the vacancy created upon the
resignation of Mr. Gorman. Mr. Boileau currently serves as a private
consultant. Prior thereto, Mr. Boileau served as the president and
chief operating officer of Grumman Corporation, a division of Northrop
Grumman, and also served as corporate vice president and a member of the
board of directors of Northrop Grumman. Mr. Boileau retired from
Northrop Grumman in 1995. Mr. Boileau also serves on the boards of
director of Burke Industries and Southwest Marine, Inc.
- 22 -
<PAGE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
See Exhibit Index attached hereto.
(b) Reports on Form 8-K.
We did not file any Current Reports on Form 8-K during the
quarter ended June 30, 2000.
- 23 -
<PAGE>
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FOREVER ENTERPRISES, INC.
(Registrant)
Dated: August 18, 2000 By: /s/ Brent D. Cassity
-----------------------------------
Brent D. Cassity, Chief Executive
Officer
Dated: August 18, 2000 By: /s/ J. Tyler Cassity
-----------------------------------
J. Tyler Cassity, President
Dated: August 18, 2000 By: /s/ Randall K. Sutton
-----------------------------------
Randall K. Sutton, Vice President
and Chief Financial Officer
- 24 -
<PAGE>
<PAGE>
EXHIBIT INDEX
Ex. No. Description
------- -----------
27.1 Financial Data Schedule (June 30, 2000)
27.2 Restated Financial Data Schedule (June 30, 1999)
- 25 -
