STEWART ENTERPRISES INC
8-K, 1999-12-17
PERSONAL SERVICES
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             UNITED STATES 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):  December 15, 1999



                          STEWART ENTERPRISES, INC.
           (Exact name of registrant as specified in its charter)

   LOUISIANA                      0-19508                    72-0693290
(State or other jurisdiction   (Commission                (I.R.S. Employer
     of incorporation)          File Number)            Identification No.)



                       110 Veterans Memorial Boulevard
                         Metairie, Louisiana  70005
            (Address of principal executive offices) (Zip Code)



                                (504) 837-5880
         (Registrant's telephone number, including area code)


                                Not Applicable
        (Former name or former address, if changed since last report)

===============================================================================

<PAGE>

ITEM 5.  OTHER EVENTS

On December 15, 1999 the Company issued the following press release.










CONTACT:  Kenneth C. Budde
Stewart Enterprises, Inc.
110 Veterans Memorial Boulevard
Metairie, Louisiana 70005
504/837-5880


                                                     FOR IMMEDIATE RELEASE


STEWART  ENTERPRISES  REPORTS  FOURTH QUARTER AND FISCAL YEAR 1999 RESULTS;
CHANGE IN ACCOUNTING METHOD; AND REVISED 2000 OUTLOOK

Metairie, Louisiana, December 15,  1999.  .  .  Stewart  Enterprises,  Inc.
(Nasdaq  NMS:  STEI)  announced  today its operating results for the fourth
quarter and the year ended October  31  and  a  change  in  its  method  of
accounting  for  earnings  realized  on its irrevocable prearranged funeral
trust funds.  For periods beginning with  the fiscal year ended October 31,
1999,  the  Company  will  now  defer  all  earnings   on  its  irrevocable
prearranged  funeral  trust funds until the underlying funeral  service  is
delivered.  Previously,  the Company recognized a portion of those earnings
and deferred the remainder  to  offset  the  estimated  future  effects  of
inflation.

The  Company  announced  that  after the effect of the change in accounting
method, revenues for the fourth  quarter  increased  10  percent  to $189.9
million,  gross  profit  decreased  3 percent to $44.8 million, and diluted
earnings per share decreased 25 percent to $.15, from $172.7 million, $46.3
million and $.20, respectively, for the fourth quarter of 1998 presented on
a  pro  forma basis to reflect the change  in  accounting  method.   Fourth
quarter diluted per share performance reflects a 10 percent increase in the
weighted  average  number  of shares outstanding from 98.7 million to 108.4
million, due principally to  the  Company's  equity  offering  completed in
February 1999.

                                  (more)

<PAGE>

Excluding  the  effect  of  the accounting change, revenues for the  fourth
quarter increased 11 percent  to  $194.0  million, gross profit was flat at
$48.9 million, and earnings per share decreased  18  percent  to $.18, from
$175.4  million,  $49.0  million  and  $.22,  respectively,  for the fourth
quarter of 1998.

After  the  effect  of  the accounting change, for the twelve months  ended
October 31, 1999, revenues  increased  19  percent to $756.1 million, gross
profit increased 15 percent to $210.4 million, and net earnings increased 8
percent to $90.5 million, from $634.9 million,  $182.5  million  and  $83.5
million,  respectively,  for  fiscal  year 1998. Diluted earnings per share
decreased 1 percent to $.84 in fiscal year  1999  from  $.85 in fiscal year
1998.   Fiscal  year diluted per share performance reflects  a  10  percent
increase in the weighted  average  number  of  shares outstanding from 98.4
million to 107.8 million, due principally to the  Company's equity offering
completed  in  February  1999.   The results discussed  in  this  paragraph
exclude (1) the effect of the $50.1  million  after-tax  ($.47  per  share)
cumulative  effect of the change in accounting principle recorded in fiscal
year 1999 and (2) the $50.3 million after-tax ($.51 per share) stock option
charge recorded  in  fiscal  year  1998.   In  addition,  the  1998 results
discussed in this paragraph are on a pro forma basis to reflect  the change
in accounting method.

Excluding the effect of the accounting change in 1999 and the stock  option
charge  in  1998,  revenues  increased  21 percent to $781.6 million, gross
profit increased 20 percent to $235.9 million,  and  net earnings increased
16 percent to $106.7 million, from $648.4 million, $196.0 million and $92.2
million, respectively, for fiscal year 1998.  Diluted  earnings  per  share
increased  5 percent to $0.99 in fiscal year 1999 from $0.94 in fiscal year
1998.

Kenneth C. Budde,  Chief Financial Officer stated, "This is the second step
we have taken to change our method of accounting for funeral trust earnings
from the method that  was  prevalent  in  the  industry  at the time of our
initial public offering to the method that has become more  prevalent since
then.   In addition, the new method will improve the comparability  of  our
earnings  with  those  of  our principal competitors and also match revenue
recognition more closely with  cash receipts. The new method will allow the
Company to take a longer-term view and increase its flexibility in managing
the funeral trust funds. This change  does  not  impact  cash  flow  but is
expected  to  reduce  fiscal  year 2000 earnings per share by approximately
$.10."

                                (more)

<PAGE>

William E. Rowe, President and  Chief Executive Officer, commented, "I have
had limited time to assess our situation  from  my new position, but I have
not  been  reluctant  to  recommend significant changes  to  our  Board  of
Directors that I am confident  are in the long-term interest of the Company
and  our  stockholders. I believe  the  accounting  change  furthers  those
interests."

Mr. Rowe added,  "Fiscal  year  2000  will  be a year of change for Stewart
Enterprises.  Management will continue to look  hard  at the way we run our
businesses and make changes that we think are necessary  to improve results
in the markets where our performance suffered in 1999.  Among other things,
we  will  be adapting to pricing pressures from low-cost funeral  providers
that we have  experienced  in  some  markets  in  order to recapture market
share. We plan to respond by reducing prices where appropriate, by reducing
costs  by  moving  to  smaller funeral buildings and consolidating  funeral
facilities where appropriate,  and  by  transitioning  some  of our funeral
businesses to emphasize alternative services."

Mr.  Rowe  commented  further,  "My  highest  priority has been to make  an
accurate assessment of where we are now and where  we  are  going in fiscal
year 2000.  I have been working closely with our senior management  team to
refine  our  2000 budget, with particular emphasis on analyzing the effects
of price increases  on  market  share and the tendency of some consumers to
choose lower-priced products and  services.   Our analysis has convinced us
that we must use restraint when making pricing  decisions and reduce prices
in a few markets in order to protect and improve  market share. In order to
give  our  field  executives the flexibility we think  they  need  to  make
decisions that are  in  the long-term interest of our stockholders, we have
revised our budget estimates and now believe that our earnings per share in
fiscal year ending October  31,  2000,  under  the  new  accounting method,
should be in the $.68-$.72 range."

Mr.  Rowe continued, "We are working very hard to formulate  and  implement
long-term  strategies and to make changes where appropriate to prepare this
Company to operate  effectively  in  this  new  environment.  We have great
assets  in  our  people  and  in our properties that provide  us  with  the
ingredients necessary to compete  effectively in the marketplace.  Our goal
for fiscal year 2000 will be to establish  a  solid  platform  of financial
performance  and results that are not only sustainable, but from  which  we
can continue to grow at a pace that our stockholders will find attractive."

                                    (more)

<PAGE>

Fourth Quarter 1999 Highlights
- ------------------------------

All 1999 results  discussed  below  reflect  the  effect  of  the change in
accounting method, and all 1998 results are presented on a pro  forma basis
to reflect the change in accounting method as if it had been implemented at
the beginning of the period, unless otherwise stated.

Funeral  revenues  for  the fourth quarter of 1999 increased 12 percent  to
$113.8 million compared to  $101.2  million  in the fourth quarter of 1998.
Funeral  margins  decreased  110 basis points to  25.4  percent  from  26.5
percent in the fourth quarter of 1998.

Funeral revenues from the Company's core operations were flat in the fourth
quarter of 1999 as compared to  the  corresponding  period  in  1998.   The
Company experienced a 1.1 percent decline in the number of domestic funeral
services  performed  by its core operations, coupled with a decrease in the
average revenue per domestic  funeral service performed by those operations
of 1.4 percent to $3,202 compared  to  the  fourth  quarter  of  1998.  The
average revenue per funeral service performed by all of the Company's  core
operations  increased  1.3 percent to $2,727 over the comparable quarter of
1998 (excluding effects  of foreign currency translation), partially offset
by a 0.4 percent decrease  in  the  number of funeral services performed by
those operations.

Of the total funerals performed in the fourth quarter of 1999, 19.4 percent
were  delivered  out  of  the Company's backlog  of  preneed  funerals,  as
compared to 19.3 percent in the fourth quarter of 1998.   For  the quarter,
domestic cremations as a percentage of total  domestic  funerals  performed
were  35.5  percent  compared  to 35.2 percent in the comparable period  of
1998.

Cemetery revenues for the fourth quarter of  1999  increased  6  percent to
$76.1  million  compared  to  $71.5  million in the fourth quarter of 1998.
Cemetery  revenues  from the Company's core  operations  decreased  by  4.3
percent from the corresponding  period  of 1998 as a result of a decline in
preneed  sales.  Cemetery margins decreased  640  basis  points  from  27.3
percent to 20.9 percent,  due principally to not achieving expected preneed
property and merchandise sales in certain key markets.

                                (more)


<PAGE>

Fiscal Year 1999 Highlights
- ---------------------------

All 1999 results discussed  below  reflect  the  effect  of  the  change in
accounting method, and all 1998 results are presented on a pro forma  basis
to reflect the change in accounting method as if it had been implemented at
the beginning of the fiscal year, unless otherwise stated.

Funeral  revenues  for 1999 increased 22 percent to $445.9 million compared
to $365.6 million in  1998.   Funeral  margins decreased 20 basis points to
28.5 percent from 28.7 percent in fiscal year 1998.

Funeral  revenues  from  the Company's core  operations  increased  by  3.6
percent in fiscal year 1999 over fiscal year 1998.  The Company experienced
an increase in the average  revenue  per  domestic  funeral  service  of .7
percent  to  $3,320  in  fiscal  year 1999 as compared to fiscal year 1998,
offset by a 2.2 percent decline in the number of funeral services performed
by those operations.  The average  revenue per funeral service performed by
all of the Company's core operations  increased  3.1 percent to $2,924 over
fiscal  year  1998  (excluding  effects  of foreign currency  translation),
partially  offset  by  a 2.5 percent decrease  in  the  number  of  funeral
services performed by those operations.

Of the total funerals performed  in  fiscal  year  1999,  18.7 percent were
delivered out of the Company's backlog of preneed funerals,  as compared to
21.2 percent in fiscal year 1998.  As of October 31, 1999, the  Company had
a  backlog  of  over 442,000 preneed funerals that are expected to generate
over $1.5 billion  in  future  funeral  revenue.  For  the  year,  domestic
cremations  as a percentage of total domestic funerals performed were  35.7
percent compared to 34.5 percent in the comparable period of 1998.

Cemetery revenues  for 1999 increased 15 percent to $310.2 million compared
to $269.3 million in  1998.   Cemetery  revenues  from  the  Company's core
operations increased by 3.8 percent over 1998 as a result of an increase in
preneed  sales.   Cemetery  margins  decreased  190 basis points from  28.8
percent to 26.9 percent.

In fiscal year 1999, the Company expanded its operations  domestically  and
internationally  with the acquisition of 83 funeral homes and 17 cemeteries
for $156.4 million.   These  businesses are expected to generate annualized
revenues of $70.1 million and serve over 21,500 families worldwide.

                                  (more)

<PAGE>

William  E.  Rowe,  Chief Executive  Officer,  commented,  "Even  with  the
challenges and changes  that  faced  us in fiscal year 1999, we achieved 19
percent  growth in revenues, 15 percent  growth  in  gross  profit,  and  8
percent growth in earnings for the year before the cumulative effect of the
accounting  change.   Our Company has had to adapt to changing environments
since 1910 - and we have  always  done so successfully.  I am honored to be
the new Chief Executive Officer of  Stewart  Enterprises,  and I am excited
about  leading  our  Company  as we change our strategy from growth  driven
primarily by acquisitions to growth  driven primarily by improved operating
performance and internal growth initiatives."

Mr.  Rowe  added,  "Just last week, I was  very  pleased  to  announce  the
appointment of Brian Marlowe to Chief Operating Officer.  Brian has over 30
years of experience in the death care industry as an owner and operator for
many years prior to  joining  Stewart.   He is the current President of our
Eastern Division and is the immediate  past  President  of ICFA, one of the
leading industry associations.  Our Company is fortunate  to  have Brian as
our  Chief  Operating  Officer  as  we  renew  our  focus on growth through
operations."

"While  we  have  always emphasized the importance of our  internal  growth
strategies, they now  have  become our primary focus.  We have budgeted $25
million for internal growth initiatives  in fiscal year 2000, some of which
is earmarked for the completion of the construction  of  the Archdiocese of
Los  Angeles  funeral  homes.  All growth initiatives will be  approved  by
senior management and evaluated based on expected internal rates of return.
Those projects are anticipated  to include construction of funeral homes on
some of our cemeteries and development  of  third  party  relationships and
alternative service firms."

Kenneth  C.  Budde,  Chief  Financial  Officer, commented, "In the  current
environment, improving cash flow has become  a  major financial focus.  For
fiscal  year  1999, our operating cash flow was approximately  $15  to  $20
million, which  is  expected  to grow to $80 to $100 million in fiscal year
2000.  This expected increase is  primarily driven by a significant decline
in the growth of the Company's installment receivables."


                                     (more)

<PAGE>

Founded in 1910, Stewart Enterprises  is  the  third  largest  provider  of
products  and  services  in  the  death  care  industry  in  North America,
currently  owning  and  operating  634 funeral homes and 161 cemeteries  in
North America, South America, Europe and the Pacific Rim.


- ---------------------------------------------------------------------------
Statements made herein that are not  historical  facts  are forward-looking
statements.   The Company's actual results could differ materially  due  to
several important factors including the following: the Company's ability to
make  acquisitions   and  enter  new  markets;  the  economy,  death  rate,
competition and consumer  preferences in the Company's domestic and foreign
markets; the Company's ability to increase prices, retain market share, and
meet preneed sales targets;  financial  market  conditions, including stock
and  bond  prices  and  interest  rates; the Company's  ability  to  access
secondary  equity  and  debt markets;  the  Company's  ability  to  achieve
economies  of  scale  and  manage   growth;  the  performance  of  acquired
businesses;  the  effect  of  unanticipated   legal  proceedings;  and  the
Company's ability and that of its significant vendors  to achieve Year 2000
compliance  on a timely basis.  Such factors, and others,  are  more  fully
described in  Item  5 of the Company's Form 10-Q for the quarter ended July
31,  1999.   The  Company  assumes  no  obligation  to  update  information
contained herein.
                                   ###
- ---------------------------------------------------------------------------

<PAGE>

                 STEWART ENTERPRISES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF EARNINGS
              (Dollars in thousands, except per share amounts)



<TABLE>
<CAPTION>
                                                                                 Three Months Ended October 31,
                                                                           -------------------------------------------
                                                                                1999           1998         1998
                                                                           -------------  -------------  -------------
<S>                                                                        <C>            <C>            <C>
Revenues:                                                                                 (Pro forma)(1) (As reported)
    Funeral                                                                $     113,846  $     101,180  $     103,864
    Cemetery                                                                      76,072         71,526         71,526
                                                                           -------------  -------------  -------------
        Total revenues                                                           189,918        172,706        175,390
                                                                           -------------  -------------  -------------

Costs and expenses:
    Funeral                                                                       84,962         74,408         74,408
    Cemetery                                                                      60,138         51,992         51,992
                                                                           -------------  -------------  -------------
       Total costs and expenses                                                  145,100        126,400        126,400
                                                                           -------------  -------------  -------------
    Gross profit                                                                  44,818         46,306         48,990
Corporate general and administrative expenses                                      5,801          4,314          4,314
                                                                           -------------  -------------  -------------
    Operating earnings                                                            39,017         41,992         44,676
Interest expense, net                                                            (13,456)       (12,265)       (12,265)
Other income                                                                         524          1,391          1,391
                                                                           -------------  -------------  -------------
    Earnings before income taxes                                                  26,085         31,118         33,802
Income taxes                                                                       9,521         11,129         12,124
                                                                           -------------  -------------  -------------
    Net earnings                                                           $      16,564  $      19,989  $      21,678
                                                                           =============  =============  =============

Earnings per share:
    Basic                                                                  $        0.15  $        0.20  $        0.22
                                                                           =============  =============  =============
    Diluted                                                                $        0.15  $        0.20  $        0.22
                                                                           =============  =============  =============

Weighted average shares outstanding (in thousands):
    Basic                                                                        108,445         98,026         98,026
                                                                           =============  =============  =============
    Diluted                                                                      108,445         98,674         98,674
                                                                           =============  =============  =============

Dividends per share                                                        $        0.02  $        0.02  $        0.02
                                                                           =============  =============  =============

</TABLE>

(1)  Reflects change in the Company's accounting method, effective November 1,
     1998.



               STEWART ENTERPRISES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF EARNINGS
               (Dollars in thousands, except per share amounts)



<TABLE>
<CAPTION>
                                                                                       Year Ended October 31,
                                                                           -------------------------------------------
                                                                                1999           1998         1998
                                                                           -------------  -------------  -------------
<S>                                                                        <C>            <C>            <C>
Revenues:                                                                                 (Pro forma)(1) (As reported)
    Funeral                                                                $     445,877  $     365,603  $     379,095
    Cemetery                                                                     310,231        269,270        269,270
                                                                           -------------  -------------  -------------
        Total revenues                                                           756,108        634,873        648,365
                                                                           -------------  -------------  -------------

Costs and expenses:
    Funeral                                                                      319,002        260,669        260,669
    Cemetery                                                                     226,705        191,712        191,712
                                                                           -------------  -------------  -------------
        Total costs and expenses                                                 545,707        452,381        452,381
                                                                           -------------  -------------  -------------
    Gross profit                                                                 210,401        182,492        195,984
Corporate general and administrative expenses                                     19,161         16,621         16,621
                                                                           -------------  -------------  -------------
    Operating earnings before performance-based stock options                    191,240        165,871        179,363
Performance-based stock options                                                      -           76,762         76,762
                                                                           -------------  -------------  -------------
     Operating earnings                                                          191,240         89,109        102,601
Interest expense, net                                                            (52,174)       (41,792)       (41,792)
Other income                                                                       3,485          4,155          4,155
                                                                           -------------  -------------  -------------
    Earnings before income taxes and cumulative effect
        of change in accounting principle                                        142,551         51,472         64,964
Income taxes                                                                      52,031         18,273         23,062
                                                                           -------------  -------------  -------------
    Earnings before cumulative effect of change in accounting principle           90,520         33,199         41,902
Cumulative effect of change in accounting principle,
   net of a $28,798 income tax benefit                                           (50,101)           -              -
                                                                           -------------  -------------  -------------
   Net earnings                                                            $      40,419  $      33,199  $      41,902
                                                                           =============  =============  =============

Basic earnings per share:
      Earnings before cumulative effect of change in accounting principle  $        0.84  $        0.34  $        0.43
      Cumulative effect of change in accounting principle                          (0.47)           -              -
                                                                           -------------  -------------  -------------
      Net earnings                                                         $        0.37  $        0.34           0.43
                                                                           =============  =============  =============

Diluted earnings per share:
    Earnings before cumulative effect of change in accounting principle    $        0.84  $        0.34  $        0.43
    Cumulative effect of change in accounting principle                            (0.47)           -              -
                                                                           -------------  -------------  -------------
    Net earnings                                                           $        0.37  $        0.34  $        0.43
                                                                           =============  =============  =============

Weighted average shares outstanding (in thousands):
    Basic                                                                        107,452         97,691         97,691
                                                                           =============  =============  =============
    Diluted                                                                      107,834         98,444         98,444
                                                                           =============  =============  =============

Dividends per common share                                                 $        0.08  $        0.06  $        0.06
                                                                           =============  =============  =============

</TABLE>

(1)  Reflects change in the Company's accounting method, effective November
     1, 1998.


<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.


                                          STEWART ENTERPRISES, INC.




December 15, 1999                         /s/ KENNETH C. BUDDE
                                          -----------------------------------
                                          Kenneth C. Budde
                                          Executive Vice President
                                          Chief Financial Officer





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