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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 13, 1999
THE LOEWEN GROUP INC.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada 0-18429 98-0121376
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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4126 Norland Avenue, Burnaby, British Columbia V5G 3S8
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 604-299-9321
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N/A
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(Former name or former address, if changed since last report)
Exhibit Index is on page 3
Page 1 of 7
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ITEM 5. OTHER EVENTS.
Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by
reference the press release attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description
Exhibit 99 The Loewen Group Inc. Press Release dated August 13, 1999
SIGNATURES
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: August 13, 1999
THE LOEWEN GROUP INC.
By: /s/ BRADLEY D. STAM
Name: Bradley D. Stam
Title: Senior Vice President, Law
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EXHIBIT INDEX
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Sequential
Number Exhibit Page Number
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99 The Loewen Group Inc. 4
Press Release dated August 13, 1999
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THE LOEWEN GROUP INC.
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(NYSE, TSE, ME: LWN) NEWS
Contact: Sitrick And Company
Michael Kolbenschlag
Linda Press
(310) 788-2850
FOR IMMEDIATE RELEASE
THE LOEWEN GROUP REPORTS SECOND QUARTER RESULTS
Company Progresses with Chapter 11 Reorganization Plan
To Reduce Debt and Implement New Strategy
$28.4 Million Operating Profit Before Special Charges
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VANCOUVER, BC August 13, 1999 THE LOEWEN GROUP INC. (NYSE, TSE, ME: LWN), one of
the largest funeral home and cemetery operators in North America, today
announced revenues for the second quarter ended June 30, 1999, of $264.1
million, compared to approximately $280.0 million in the same period last year
after excluding the 124 cemeteries sold on March 31, 1999. After providing for
$67.2 million of mainly non-cash reorganization charges relating to the
Company's June 1, 1999 Chapter 11 and Companies' Creditors Arrangement Act
(CCAA) filings, and two non-operating charges totaling $28.6 million, the net
loss for the second quarter of 1999 was $105.3 million or $(1.44) per share.
Earnings from operations before impairment charges were $28.4 million in the
second quarter of 1999, compared to $51.2 million for the same period last year,
principally as a result of lower sales and higher costs in the Company's
cemetery and preneed funeral divisions.
Funeral home revenues for the quarter were $149.6 million, a slight decrease of
1.0 percent from $151.2 million in the second quarter of 1998 due to lower
pre-need funeral sales and other revenue. Approximately 39,000 funerals were
performed in the quarter, an increase of 1,200 over the same period last year.
On a same store basis, the number of funerals performed in the second quarter of
1999 was down 2.0 percent. Same store costs increased by 0.8 percent, and gross
margins decreased to 33.4 percent compared to 36.8 percent in Q2 1998.
Second quarter cemetery revenues were down 27.3 percent to $90.6 million,
compared to $124.5 million in Q2 1998. This reflects the sale of 124 cemeteries
on March 31, 1999 and the Company's previously announced reduction and
restructuring of its pre-need sales program. Cemetery costs included
approximately $3.8 million of additional environmental and marketing costs.
These factors reduced cemetery gross margins to 20.2 percent from 26.6 percent
for the same period last year. Loewen Group Chairman John S. Lacey said, "While
operating under challenging conditions, we were able to achieve a $28.4
million operating profit for the quarter, prior to the non-operating
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charges. Our funeral business remained solid in the second quarter. At the same
time, we are continuing to develop the cemetery pre-need sales program.
"During the past few months," Mr. Lacey added, "our efforts have been focused on
maintaining a high level of service for our customers during the reorganization
process. While we are working on our restructuring plan, we are also mindful of
the needs of our day-to-day operations. By securing $200 million in DIP
financing with First Union National Bank in June, we are able to properly fund
operations and continue serving our customers with the attention they deserve."
"Although reorganization is a difficult process for the Company, we believe that
we are making good progress with the plans to reorganize the Company. We are
working hard towards removing both financial and operational hurdles which have
impeded the Company for the past few years," Mr. Lacey concluded.
The Company's reorganization plan to be submitted to the Courts will address the
primary objectives of improving the Company's balance sheet, reducing and
restructuring debt, decreasing overhead, enhancing funeral and cemetery
operations, and achieving greater accountability for cemetery profitability and
cash flow.
The non-operating charges comprised a $15.1 million pre-tax asset impairment
charge related to two cemeteries considered probable for sale and a $13.5
million loss on the sale of 124 cemeteries and three funeral homes on March 31,
1999 for gross proceeds of $193 million. The loss recorded in the second quarter
reflects the final adjustments of the net book values, sale proceeds and other
adjustments contained in the sales agreement.
The $67.2 million in reorganization costs arising from the filing of Chapter 11
and CCAA included non-cash charges of $27.2 million in executory contracts
submitted for rejection, $21.7 million in deferred debt issue costs written off,
and a provision for a $9.8 million option liability in connection with the PATS
senior notes.
On June 1, 1999, the Company filed for protection under Chapter 11 in the United
States. The Company and its subsidiaries are operating their businesses as
debtors-in-possession (DIP). The bankruptcy petitions provide an opportunity to
re-examine and begin implementing the Company's revised strategies while working
to restructure its indebtedness.
As a result of the Chapter 11 and CCAA filings, no principal or interest
payments will be made on most pre-petition date US debt obligations without
Court approval or until a plan of reorganization providing for the repayment
terms has been submitted and confirmed by the Courts and has become effective.
Interest on unsecured and undersecured pre-petition date debt obligations
subject to compromise has not been accrued after the petition date. Interest
expense and principal payments will continue to be recorded on most secured
vendor financing, including capital lease obligations, unless the leases are
rejected by the debtors.
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SIX MONTHS ENDED JUNE 30, 1999
Revenues for the six months ended June 30, 1999 were $574.9 million, compared to
$611.7 million in the same period last year. Inclusive of non-recurring charges
from Q2, net loss for the first half of 1999 was $98.4 million or $(1.38) per
share.
For the six-month period, funeral home revenues were $325.1 million, a slight
increase from $322.8 million last year. Approximately 85,000 funerals were
performed, an increase of 2,100 over the same period last year. On a same store
basis, revenue per service performed was up 0.3 percent while the number of
funerals was down 2.3 percent compared to the six month period last year. Same
store costs decreased by 0.6 percent. Funeral home gross margins decreased to
38.0 percent compared to 39.7 percent in first half 1998.
Cemetery revenues for the first half of 1999 were down 15.7 percent to $202.2
million, compared to $239.8 million in 1998. Cemetery gross margins declined to
24.0 percent for the six months versus 29.3 percent for the same period last
year due to the sale of 124 cemeteries on March 31, 1999, the Company's
previously announced reduction and restructuring of its pre-need sales program,
and additional environmental and marketing costs.
The Company's attached unaudited interim consolidated statement of operations
has been prepared on a going concern basis in accordance with Canadian generally
accepted accounting principles. The going concern basis of presentation assumes
that the Company will continue in operation for the foreseeable future and will
be able to realize its assets and discharge its liabilities and commitments in
the normal course of business. As a result of the Chapter 11 and CCAA
proceedings and circumstances relating to this event, including the Company's
debt structure, recent losses and negative cash flow, such realization of assets
and discharge of liabilities are subject to significant uncertainty.
The unaudited interim consolidated financial statements do not reflect
adjustments that would be necessary if the "going concern" basis was not
appropriate. If the "going concern" basis was not appropriate for these
unaudited interim consolidated financial statements, then significant
adjustments would be necessary in the carrying value of assets and liabilities,
the reported revenues and expenses, and the balance sheet classifications used.
Additionally, the amounts reported could materially change because of a plan of
reorganization, since the reported amounts in these interim consolidated
financial statements do not give effect to adjustments to the carrying value of
the underlying assets or amounts of liabilities that may ultimately result. The
appropriateness of the "going concern" basis is dependent upon, among other
things, confirmation of a plan of reorganization, future profitable operations,
the ability to comply with the terms of post-petition date $200 million DIP
financing and the ability to generate sufficient cash from operations and
financing arrangements to meet obligations. The Company's Common shares are
traded on the New York Stock Exchange (NYSE), The Toronto Stock Exchange and the
Montreal Exchange. On August 10, 1999, the NYSE notified the Company that the
Company had fallen below a new continued listing criterion requiring a minimum
share price of $1 over a 30-day trading period. The Company has until January
25, 2000 to satisfy the criterion.
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the NYSE also stated that it will continue to monitor the Company's financial
condition during this period and will immediately suspend trading if the NYSE
receives authoritative advice that the Common shares have no value, the Common
shares are cancelled, the Company announces any material adverse news or the
Company's financial condition further deteriorates.
Based in Vancouver, The Loewen Group Inc. owns or operates more than 1,100
funeral homes and more than 400 cemeteries across the United States, Canada, and
the United Kingdom. The Company employs approximately 13,000 people and derives
approximately 90 percent of its revenue from its U.S. operations.
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Safe Harbor: Certain statements contained in this press release, including but
not limited to information regarding the future economic performance and
financial condition of the Company, the plans and objectives of the Company's
management and the Company's assumptions regarding such performance and plans,
are forward-looking in nature. Additional information concerning important
factors that could cause actual results to differ from the forward-looking
information contained in this release is included in the Company's publicly
filed quarterly and annual reports.
