-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IMBU38FbXYGB88L985UyA72NRH7I8ZCraXhxMhE8mVm2Ai56GcJWl9SwuWEKR0Eu 1DSylL6pUAOB1mYVAZdfxA== 0000950127-01-000175.txt : 20010224 0000950127-01-000175.hdr.sgml : 20010224 ACCESSION NUMBER: 0000950127-01-000175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010220 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AMERICAN FINANCIAL CORP CENTRAL INDEX KEY: 0000036047 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 951068610 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13585 FILM NUMBER: 1550957 BUSINESS ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 BUSINESS PHONE: 7145583211 MAIL ADDRESS: STREET 1: 114 E FIFTH STREET CITY: SANTA ANA STATE: CA ZIP: 92701 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN TITLE INSURANCE & TRUST C DATE OF NAME CHANGE: 19690515 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) FEBRUARY 20, 2001 ----------------------- THE FIRST AMERICAN CORPORATION - -------------------------------------------------------------------------------- (Exact Name of the Registrant as Specified in Charter) CALIFORNIA 0-3658 95-1068610 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1 FIRST AMERICAN WAY, SANTA ANA, CALIFORNIA 92707-5913 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (714) 800-3000 ---------------------------- NOT APPLICABLE. - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. See the attached Exhibit. ITEM 7. EXHIBITS. 99 Press Release dated February 20, 2001. 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. THE FIRST AMERICAN CORPORATION Date: February 20, 2001 By: /s/ Thomas A. Klemens ------------------------------------- Name: Thomas A. Klemens Title: Executive Vice President and Chief Financial Officer EX-99 2 0002.txt PRESS RELEASE EXHIBIT 99 ---------- CONTACT: Thomas A. Klemens Executive Vice President & Chief Financial Officer (714) 800-4401 THE FIRST AMERICAN CORPORATION REPORTS OPERATING RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2000 SANTA ANA, CALIF., FEB. 20, 2001 - THE FIRST AMERICAN CORPORATION (NYSE: FAF), the nation's leading diversified provider of business information and related products and services, announced today operating results for the fourth quarter and 12 months ended Dec. 31, 2000. Net income for the fourth quarter 2000 was $31.8 million, or 47 cents per diluted share, which includes a pre-tax, non-recurring net benefit of $22.1 million resulting from modifications to the company's pension plan (included as a benefit in salaries and other personnel costs) and realized pre-tax investment losses of $4.3 million. These items totaled a net benefit of $10.7 million on an after-tax basis, or 16 cents per diluted share. The resulting operational net income for the quarter was $21.1 million, or 31 cents per diluted share, compared with a net loss of $2.2 million, or 3 cents per diluted share, for the same period in 1999. Revenues for the fourth quarter of 2000 were $761.9 million, an increase of 9 percent when compared with revenues of $700.4 million reported for the same period last year. The company's full year 2000 operating earnings were $71.5 million, or $1.08 per diluted share (excluding the net effect of the fourth quarter items noted above). This compares with operating earnings of $88.6 million, or $1.34 per diluted share, for the prior year which excludes the cumulative effect of a change in accounting for tax service contracts of $55.6 million, or 84 cents per diluted share, charged in the first quarter of 1999. Revenues for the full year 2000 totaled $2.93 billion, a decrease of 2 percent when compared with revenues of $2.99 billion in the prior year. "During 2000, we continued extensive cost-containment measures that were initiated in 1999, which included streamlining and consolidating back office operations and providing technology enhancements across The First American Family of Companies," stated Parker S. Kennedy, president of The First American Corporation. "These efforts have positioned all of our real estate related businesses to take full advantage of the projected increase in mortgage originations that is forecasted for 2001. "Highlights of 2000 included aggressive moves to create a fully automated and centralized title searching capability, which will help increase efficiencies and improve operating margins; the launch of the EAGLE 9(TM) UCC Insurance Policy for commercial loans secured by personal property that will add a new, non-real estate revenue stream and provide significant opportunities to cross-sell products and services; and the building of the default management group, which provides important counter-cyclical revenue in a high mortgage-default environment. Lastly, during 2000, we continued to build and enhance our fast-growing and profitable consumer information and services segment, which provides an extensive menu of business information and consumer products. Our outlook for 2001 is to keep growing and improving through strategic acquisitions, market share expansion and technology enhancements, while continuing to deliver impressive financial performance." The First American Corporation, based in Santa Ana, Calif., is the nation's leading provider of business information and related products and services. The corporation's three primary business segments include: title insurance and services; real estate information and services, which includes mortgage information services and database information and services; and consumer information and services, which provides automotive, subprime and direct-to-consumer credit reporting; resident screening; pre-employment screening; property and automotive insurance tracking services; property and casualty insurance; home warranties; investment advisory; and trust and banking services. Information about the company and an archive of its press releases can be found on the Internet at www.firstam.com. Certain statements made in this press release, including those relating to cost and production efficiencies gained through the integration of technologies, improved opportunities to cross-market products, the impact on efficiency and operating margins resulting from efforts to create a fully automated and centralized title searching capability, the effects on revenues resulting from the launch of the EAGLE 9 policy and expectations of growth, market share expansion, technology enhancements and financial performance in 2001 are forward-looking. Risks and uncertainties exist which may cause results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements include: interest rate fluctuations; changes in the performance of the real estate markets; general volatility in the capital markets; changes in applicable government regulations; consolidation among the company's significant customers and competitors; legal proceedings commenced by the California attorney general and related litigation; the company's continued ability to identify businesses to be acquired; changes in the company's ability to integrate businesses which it acquires; and other factors described in the company's Annual Report on Form 10-K for the year ended Dec. 31, 1999, filed with the Securities and Exchange Commission. The forward-looking statements speak only as of the date they are made. The company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
THE FIRST AMERICAN CORPORATION SUMMARY OF EARNINGS For the Three Months Ended For the Twelve Months Ended December 31 December 31 -------------------------------------- ------------------------------------- 2000 1999 2000 1999 -------------------------------------- ------------------------------------- Revenues $ 761,896,000 $ 700,393,000 $ 2,934,255,000 $ 2,988,169,000 Income before income taxes, minority interests and cumulative effect of a change in accounting principle $ 52,888,000 $ 3,436,000 $ 153,876,000 $ 169,972,000 Income Taxes $ 15,500,000 $ 4,834,000 $ 54,700,000 $ 62,300,000 Minority interests $ 5,598,000 $ 846,000 $ 16,953,000 $ 19,029,000 Net income (loss) before cumulative effect of a change in accounting principle $ 31,790,000 $ (2,244,000) $ 82,223,000 $ 88,643,000 Cumulative effect of a change in accounting for tax service contracts, net of income taxes and minority interests -- -- -- $ (55,640,000) Net income (loss) $ 31,790,000 $ (2,244,000) $ 82,223,000 $ 33,003,000 Per share amounts: Basic: Income (loss) before cumulative effect of a change in accounting for tax service contracts $ 0.50 $ (0.03) $ 1.29 $ 1.37 Cumulative effect of a change in accounting for tax service contracts -- -- -- $ (0.86) Net income (loss) $ 0.50 $ (0.03) $ 1.29 $ 0.51 Diluted: Income (loss) before cumulative effect of a change in accounting for tax service contracts $ 0.47 $ (0.03) $ 1.24 $ 1.34 Cumulative effect of a change in accounting for tax service contracts -- -- -- $ (0.84) Net income (loss) $ 0.47 $ (0.03) $ 1.24 $ 0.50 Weighted average shares outstanding: Basic 63,654,000 65,210,000 63,680,000 64,669,000 Diluted 67,086,000 66,357,000 66,050,000 66,351,000 THE FIRST AMERICAN CORPORATION SUMMARY BALANCE SHEET INFORMATION December 31, ------------------------------------- 2000 1999 ------------------ ------------------ Total assets $ 2,199,737,000 $ 2,116,414,000 Total equity $ 870,237,000 $ 815,991,000 Book value per share $ 13.62 $ 12.54 (Additional Financial Data to Follow) SELECTED FINANCIAL DATA For the Three Months Ended For the Twelve Months Ended December 31 December 31 ----------------------------------------- --------------------------------------------- 2000 1999 2000 1999 ----------------------------------------- --------------------------------------------- RESULTS OF OPERATIONS Revenues Operating revenues $ 750,957,000 $ 689,670,000 $ 2,877,528,000 $ 2,936,196,000 Investment and other income 10,939,000 10,723,000 56,727,000 51,973,000 ----------------- ----------------- ----------------- ----------------- 761,896,000 700,393,000 2,934,255,000 2,988,169,000 ----------------- ----------------- ----------------- ----------------- Expenses Salaries and other personnel costs 241,253,000 254,948,000 1,014,766,000 1,034,772,000 Premiums retained by agents 206,542,000 202,290,000 791,940,000 871,036,000 Other operating expenses 185,678,000 176,256,000 697,672,000 678,856,000 Provision for title losses and other claims 37,305,000 30,669,000 141,632,000 116,218,000 Depreciation and amortization 25,224,000 21,457,000 86,336,000 77,031,000 Premium taxes 6,255,000 5,772,000 22,573,000 22,897,000 Interest 6,751,000 5,565,000 25,460,000 17,387,000 ------------------ ------------------- -------------------- -------------------- 709,008,000 696,957,000 2,780,379,000 2,818,197,000 ------------------ ------------------- -------------------- -------------------- Income before income taxes, minority interests and cumulative effect of a change in accounting principle $ 52,888,000 $ 3,436,000 $ 153,876,000 $ 169,972,000 ================== =================== ==================== ==================== OPERATING REVENUES Title Isurance: Direct operations $ 283,527,000 $ 253,493,000 $ 1,083,112,000 $ 1,067,133,000 Agency operations 256,264,000 255,156,000 983,937,000 1,086,746,000 ------------------ ------------------- -------------------- -------------------- 539,791,000 508,649,000 2,067,049,000 2,153,879,000 Real Estate Information 149,996,000 124,466,000 558,147,000 575,694,000 Consumer Information 61,170,000 56,555,000 252,332,000 206,623,000 ------------------ ------------------- -------------------- -------------------- Total operating revenues $ 750,957,000 $ 689,670,000 $ 2,877,528,000 $ 2,936,196,000 ================== =================== ==================== ==================== INCOME BEFORE INCOME TAXES, MINORITY INTERESTS AND CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE Title Insurance $ 19,453,000 $ 12,555,000 $ 93,205,000 $ 128,738,000 Real Estate Information 22,080,000 2,328,000 58,110,000 65,342,000 Consumer Information 6,322,000 5,474,000 35,198,000 27,652,000 ------------------ ------------------- -------------------- -------------------- Total before corporate expenses and minority interests 47,855,000 20,357,000 186,513,000 221,732,000 Corporate expenses (5,033,000) 16,921,000 32,637,000 51,760,000 ------------------ ------------------- -------------------- -------------------- Income before income taxes, minority interests and cumulative effect of a change in accounting principle $ 52,888,000 $ 3,436,000 $ 153,876,000 $ 169,972,000 ================== =================== ==================== ==================== TITLE INSURANCE ORDER COUNTS FROM DIRECT OPERATIONS Title orders opened 289,300 264,700 1,240,800 1,334,100 Title orders closed 237,300 229,100 975,000 1,119,900
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