10-Q 1 er466.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 2001 Commission File No. 1-13990 --------------- --------- LANDAMERICA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 54-1589611 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 101 Gateway Centre Parkway Richmond, Virginia 23235-5153 (Address of principal executive offices) (Zip Code) (804) 267-8000 (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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, No Par Value 18,563,575 August 10, 2001 -------------------- ------------------- LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES INDEX Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements: Consolidated Balance Sheets................................3 Consolidated Statements of Operations .....................5 Consolidated Statements of Cash Flows......................6 Consolidated Statements of Changes in Shareholders' Equity....................................7 Notes to Consolidated Financial Statements.................8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............................10 Item 3. Quantitative and Qualitative Disclosures about Market Risk......................................13 PART II. OTHER INFORMATION Item 1. Legal Proceedings.........................................14 Item 4. Submission of Matters to a Vote of Security Holders.......14 Item 6. Exhibits and Reports on Form 8-K..........................15 Signatures................................................16 2 LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands of dollars) (Unaudited)
June 30, December 31, ASSETS 2001 2000 ------ ---- ---- INVESTMENTS: Fixed maturities available-for-sale - at fair value (amortized cost: 2001 - $838,677; 2000 - $800,504) $ 839,985 $ 796,842 Equity securities - at fair value (cost: 2001 - $4,293; 2000 - $4,285) 3,243 3,235 Mortgage loans (less allowance for doubtful accounts: 2001 - $246; 2000 - $139) 34,409 9,652 Invested cash 66,683 80,976 ------------ ------------ Total Investments 944,320 890,705 CASH 35,331 42,375 NOTES AND ACCOUNTS RECEIVABLE: Notes (less allowance for doubtful accounts: 2001 - $3,640; 2000 - $2,230) 10,724 11,011 Premiums (less allowance for doubtful accounts: 2001 - $8,335; 2000 - $9,945) 56,036 36,857 Income tax recoverable - 4,479 ------------ ------------ Total Notes and Accounts Receivable 66,760 52,347 PROPERTY AND EQUIPMENT - at cost (less accumulated depreciation and amortization: 2001 - $110,343; 2000 - $92,715) 67,095 61,599 TITLE PLANTS 92,393 91,609 GOODWILL (less accumulated amortization: 2001 - $36,576; 2000 - $32,072) (Note 4) 221,263 217,425 DEFERRED INCOME TAXES 137,651 139,006 OTHER ASSETS 131,309 123,891 ------------ ------------ Total Assets $ 1,696,122 $ 1,618,957 ============ ============
See accompanying notes. 3 LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands of dollars) (Unaudited)
June 30, December 31, LIABILITIES 2001 2000 ----------- ---- ---- POLICY AND CONTRACT CLAIMS $ 557,139 $ 556,798 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 202,080 178,681 FEDERAL INCOME TAXES 6,193 - NOTES PAYABLE 209,159 202,379 OTHER 18,238 16,999 ------------ ------------ Total Liabilities 992,809 954,857 ------------ ------------ COMMITMENTS AND CONTINGENCIES (Note 3) SHAREHOLDERS' EQUITY Preferred stock, no par value, authorized 5,000,000 shares, no shares of Series A Junior Participating Preferred Stock issued or outstanding; shares of 7% Series B Cumulative Convertible Preferred Stock issued and outstanding: 2001 - 0; 2000 - 2,200,000 - 175,700 Common stock, no par value, 45,000,000 shares authorized, shares issued and outstanding: 2001 - 18,375,326; 2000 - 13,518,319 517,053 340,269 Accumulated other comprehensive income (loss) 167 (4,712) Retained earnings 186,093 152,843 ------------ ------------ Total Shareholders' Equity 703,313 664,100 ------------ ------------ Total Liabilities and Shareholders' Equity $ 1,696,122 $ 1,618,957 ============ ============
See accompanying notes. 4 LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (In thousands of dollars except per share amounts) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 2001 2000 2001 2000 ---- ---- ---- ---- REVENUES Title and other operating revenues: Direct operations $ 269,819 $ 202,872 $ 473,606 $ 367,792 Agency operations 271,307 251,331 493,616 480,192 ---------- ---------- ---------- ---------- 541,126 454,203 967,222 847,984 Investment income 12,864 12,647 25,782 25,420 Loss on sales of investments (368) (270) (777) (183) ---------- ---------- ---------- ---------- 553,622 466,580 992,227 873,221 ---------- ---------- ---------- ---------- EXPENSES Salaries and employee benefits 165,708 128,336 306,585 249,383 Agents' commissions 213,932 196,456 388,550 374,777 Provision for policy and contract claims 21,310 20,016 38,016 37,387 Interest expense 3,315 3,359 6,982 6,741 General, administrative and other 104,802 91,538 197,163 181,166 ---------- ---------- ---------- ---------- 509,067 439,705 937,296 849,454 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 44,555 26,875 54,931 23,767 INCOME TAX EXPENSE (BENEFIT) Current 18,350 7,471 18,537 6,987 Deferred (2,310) 1,668 1,238 1,094 ---------- ---------- ---------- ---------- 16,040 9,139 19,775 8,081 ---------- ---------- ---------- ---------- NET INCOME 28,515 17,736 35,156 15,686 DIVIDENDS - PREFERRED STOCK - (1,925) (145) (3,850) ---------- ---------- ---------- ---------- NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 28,515 $ 15,811 $ 35,011 $ 11,836 ========== ========== ========== ========== NET INCOME PER COMMON SHARE $ 1.58 $ 1.18 $ 2.11 $ 0.88 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 18,056 13,348 16,618 13,395 NET INCOME PER COMMON SHARE ASSUMING DILUTION $ 1.54 $ 0.97 $ 1.89 $ 0.86 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING ASSUMING DILUTION 18,535 18,242 18,568 18,286
See accompanying notes. 5 LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (In thousands of dollars) (Unaudited)
2001 2000 ---- ---- Cash flows from operating activities: Net income $ 35,156 $ 15,686 Depreciation and amortization 17,140 18,225 Amortization of bond premium 1,085 675 Realized investment losses 777 855 Deferred income tax 1,265 (117) Change in assets and liabilities, net of businesses acquired: Notes receivable 287 622 Premiums receivable (19,179) (6,909) Income taxes receivable/payable 10,672 7,175 Policy and contract claims 341 2,383 Accounts payable and accrued expenses 23,399 (7,850) Other (11,381) (7,484) ------------ ------------ Net cash provided by operating activities 59,562 23,261 ------------ ------------ Cash flows from investing activities: Purchase of property and equipment, net (17,783) (9,103) Purchase of business, net of cash acquired (2,779) (12,881) Change in cash surrender value (1,494) (2,242) Cost of investments acquired: Fixed maturities - available-for-sale (225,921) (104,247) Equity securities (8) - Mortgage loans (27,057) (1,891) Proceeds from investment sales or maturities: Fixed maturities - available-for-sale 185,885 83,710 Mortgage loans 2,300 - ------------ ------------ Net cash used in investing activities (86,857) (46,654) ------------ ------------ Cash flows from financing activities: Proceeds from the sale of common shares 1,084 - Cost of common shares repurchased - (4,240) Dividends paid (1,906) (5,191) Proceeds from issuance of notes payable 10,000 - Payments on notes payable (3,220) (15,153) ------------ ------------ Net cash provided by (used in) financing activities 5,958 (24,584) ------------ ------------ Net decrease in cash and invested cash (21,337) (47,977) Cash and invested cash at beginning of period 123,351 163,984 ------------ ------------ Cash and invested cash at end of period $ 102,014 $ 116,007 ============ ============
See accompanying notes. 6 LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (In thousands of dollars except per share amounts) (Unaudited)
Accumulated Other Total Preferred Stock Common Stock Comprehensive Retained Shareholders' Shares Amounts Shares Amounts Income (Loss) Earnings Equity ------ ------- ------ ------- ------------- -------- ------ Balance - December 31, 1999 2,200,000 $ 175,700 13,680,421 $ 342,138 $(31,135) $ 244,000 $ 730,703 Net income - - - - - 15,686 15,686 Unrealized gain on securities - - - - 1,089 - 1,089 --------- Comprehensive income - - - - - - 16,775 --------- Common stock issued - - 15,895 666 - - 666 Common stock retired - - (287,300) (4,906) - - (4,906) Preferred dividends (7%) - - - - - (3,850) (3,850) Common dividends ($0.10/share) - - - - - (1,341) (1,341) ---------- --------- ----------- --------- -------- --------- --------- Balance - June 30, 2000 2,200,000 $ 175,700 13,409,016 $ 337,898 $(30,046) $ 254,495 $ 738,047 ========== ========= =========== ========= ======== ========= ========= Balance - December 31, 2000 2,200,000 $ 175,700 13,518,319 $ 340,269 $ (4,712) $ 152,843 $ 664,100 Net income - - - - - 35,156 35,156 Unrealized gain on securities - - - - 4,879 - 4,879 --------- Comprehensive income - - - - - - 40,035 --------- Common stock issued - - 32,448 1,084 - - 1,084 Preferred stock conversion (2,200,000) (175,700) 4,824,559 175,700 - - - Preferred dividends (7%) - - - - - (145) (145) Common dividends ($0.10/share) - - - - - (1,761) (1,761) ---------- --------- ----------- --------- -------- --------- --------- Balance - June 30, 2001 - $ - 18,375,326 $ 517,053 $ 167 $ 186,093 $ 703,313 ========== ========= =========== ========= ======== ========= =========
See accompanying notes. 7 LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of dollars except per share amounts) 1. Interim Financial Information The unaudited consolidated financial information included in this report has been prepared in conformity with the accounting principles and practices reflected in the consolidated financial statements included in the Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. This report should be read in conjunction with the aforementioned Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of this information have been made. The results of operations for the interim periods are not necessarily indicative of results for a full year. Certain 2000 amounts have been reclassified to conform to the 2001 presentation. 2. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended Six Months Ended June 30, June 30, 2001 2000 2001 2000 ---- ---- ---- ---- Numerator: Net income - numerator for diluted earnings per share $28,515 $17,736 $35,156 $15,686 Less preferred dividends - 1,925 145 3,850 ------- ------- ------- ------- Numerator for basic earnings per share $28,515 $15,811 $35,011 $11,836 ======= ======= ======= ======= Denominator: Weighted average shares - denominator for basic earnings per share 18,056 13,348 16,618 13,395 Effect of dilutive securities: Assumed weighted average conversion of preferred stock 275 4,825 1,709 4,825 Employee stock options 204 69 241 66 ------- ------- ------- ------- Denominator for diluted earnings per share 18,535 18,242 18,568 18,286 ======= ======= ======= ======= Basic earnings per common share $ 1.58 $ 1.18 $ 2.11 $ 0.88 ======= ======= ======= ======= Diluted earnings per common share $ 1.54 $ 0.97 $ 1.89 $ 0.86 ======= ======= ======= =======
8 3. Commitments and Contingencies For additional information, see Pending Legal Proceedings on pages F-29, F-30 and F-31 and Legal Proceedings on pages 13, 14 and 15 of the Form 10-K for the fiscal year ended December 31, 2000, Legal Proceedings on page 13 of the Form 10-Q for the quarter ended March 31, 2001, and Legal Proceedings on page 14 of this Form 10-Q. 4. Recent Accounting Pronouncements In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No. 141") and Statement of Financial Accounting Standards No. 142,"Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS No. 141 requires that all business combinations be accounted for under the purchase method. The statement further requires separate recognition of intangible assets that meet one of two criteria. The statement applies to all business combinations initiated after June 30, 2001. SFAS No. 142 requires that an intangible asset that is acquired shall be initially recognized and measured based on its fair value. The statement also provides that goodwill should not be amortized, but shall be tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to its carrying amount. Existing goodwill will continue to be amortized through the remainder of 2001 at which time amortization will cease and the Company will perform a transitional goodwill impairment test. SFAS No. 142 is effective for the fiscal periods beginning after December 15, 2001. The Company is currently evaluating the impact of the new accounting standards on existing goodwill and other intangible assets. The ultimate impact of the new accounting standards has yet to be determined. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Operating Revenues Operating revenues for the second quarter of 2001 were $541.1 million, compared to $454.2 million in the second quarter of 2000. For the first six months of 2001, operating revenues were $967.2 million, compared to $848.0 million in the corresponding 2000 period. These increases are primarily the result of decreases in mortgage interest rates and the resultant increase in the amount of residential refinancing activity in 2001 compared to 2000. Investment Income Investment income in the first six months of 2001 was $25.8 million compared to $25.4 million in the first six months of 2000. This increase was attributable to an increase in the average amounts invested offset by a decrease in yields as the company transitioned a portion of its fixed maturity portfolio from taxable to non-taxable investments. Expenses Operating expenses for the second quarter of 2001 were $509.1 million compared to $439.7 million in the second quarter of 2000. Salary and related expenses increased from $128.3 million in the 2000 period to $165.7 million in the 2001 period, which constitutes an increase of 29%. This increase resulted from an increase in average staffing levels of 8,200 in the second quarter of 2000 to 9,200 in the second quarter 2001. Salary expense also increased in the 2001 period over the 2000 period due to incentive pay and overtime pay related to the increased business volumes. Agents' commissions increased $17.5 million from the second quarter of 2000, which is in direct proportion to the increase in agency revenues. General, administrative and other expenses increased $13.3 million for the quarter from the comparable period in 2000. Operating expenses for the first six months of 2001 were $937.3 million compared to $849.5 million for the comparable period of 2000. Salary and related expenses were $306.6 million during the first six months of 2001 compared to $249.4 million in the same period of 2000, an increase of $57.2 million of which $40.0 million was related to incentive and overtime pay related to increased business volumes. In addition, this increase for the six month period was due to an increase in agents commissions, up $13.8 million when compared to the same period of 2000 which was in direct proportion to the increase in agency premiums. General, administrative and other expenses also increased $16.0 million when compared to the prior year. The provision for policy and contract claims was 3.9% of operating revenue for the second quarter and first half of 2001 compared to 4.4% for the comparable periods of 2000. The decreased rate reflects recognition of improvement of the Company's loss experience. 10 Net Income LandAmerica reported net income of $28.5 million, or $1.54 per share on a diluted basis, for the second quarter of 2001, compared to net income of $17.7 million, or $0.97 per share on a diluted basis, for the second quarter of 2000. The 2000 quarter included an after-tax loss on sales of investments of $178 thousand, or $0.01 per diluted share, compared to an after-tax loss of $235 thousand, or $0.01 per diluted share, in the corresponding quarter of 2001. For the six months ended June 30, 2001, net income was $35.2 million, or $1.89 per share on a diluted basis, compared to $15.7 million, or $0.86 per share on a diluted basis, for the first six months of 2000. The first half of 2001 included an after-tax loss on sales of investments of $497 thousand, or $0.03 per diluted share, compared to a first half 2000 after-tax loss on sales of investments of $121 thousand, or $0.01 per diluted share. Liquidity and Capital Resources Cash provided by operating activities for the six months ended June 30, 2001 was $59.6 million. As of June 30, 2001, the Company held cash and invested cash of $102.0 million and fixed maturity securities of $840.0 million. In addition, the Company has $32.0 million of unused availability under a credit facility at June 30, 2001. During February, March and June 2001, 2.2 million shares of the Company's preferred stock were converted to common stock. This conversion will decrease the amount of preferred dividends paid by $7.7 million on an annual basis. The new common shares will require dividends at the same rate paid on all other outstanding common shares. The Company believes that it will have sufficient liquidity and capital resources to meet both its short and long term capital needs. Interest Rate Risk The following table provides information about the Company's financial instruments that are sensitive to changes in interest rates. For investment securities, the table presents principal cash flows and related weighted interest rates by expected maturity dates. Actual cash flows could differ from the expected amounts. 11 Interest Rate Sensitivity Principal Amount by Expected Maturity Average Interest Rate --------------------- (dollars in thousands)
2006 and 2001 2002 2003 2004 2005 after Total Fair Value ---- ---- ---- ---- ---- ----- ----- ---------- Assets: Taxable available-for-sale securities: Book value $ 6,233 $ 28,367 $ 42,647 $ 29,978 $ 48,833 $ 336,537 $492,595 $492,194 Average yield 6.9% 6.1% 5.9% 6.8% 6.9% 6.9% Non-taxable available-for- sale securities: Book value $ 1,262 $ 8,120 $ 16,269 $ 20,132 $ 35,045 $ 215,432 $296,260 $302,927 Average yield 4.4% 4.4% 5.0% 4.8% 4.4% 5.1% Preferred stock: Book value $ - $ - $ - $ - $ - $ 49,822 $ 49,822 $ 44,864 Average yield - - - - - 7.9%
The Company also has variable rate long-term debt of $205.5 million bearing interest at 4.05% at June 30, 2001. A .25% change in the interest rate would affect income before income taxes by approximately $0.5 million annually. Change in Accounting for Goodwill In the fourth quarter of 2000 the Company elected to change its accounting policy for assessing the recoverability of goodwill from one based on undiscounted cash flows to one based on discounted cash flows. The Company believes that using the discounted cash flow approach to assess recoverability is a preferable policy as it is consistent with the methodology used by the Company to evaluate investment and acquisition decisions. In connection with this change, the Company incurred a non-cash pre-tax charge of $172.5 million related to the goodwill acquired through the 1998 acquisition of Commonwealth and Transnation. The discount rate used in determining discounted cash flows was 13.5% representing the Company's cost of capital. In originally evaluating this acquisition, the Company used discount rates ranging from 12% to 16% for discounting anticipated future cash flows. After recording this charge the remaining goodwill related to the Commonwealth and Transnation acquisition was $95.4 million. Forward-Looking and Cautionary Statements Certain information contained in this Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Among other things, these statements relate to 12 the financial condition, results of operation and business of the Company. In addition, the Company and its representatives may from time to time make written or oral forward-looking statements, including statements contained in other filings with the Securities and Exchange Commission and in its reports to shareholders. These forward-looking statements are generally identified by phrases such as "the Company expects," "the Company believes" or words of similar import. These forward-looking statements involve certain risks and uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Further, any such statement is specifically qualified in its entirety by the following cautionary statements. In connection with the title insurance industry in general, factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include the following: (i) the costs of producing title evidence are relatively high, whereas premium revenues are subject to regulatory and competitive restraints; (ii) real estate activity levels have historically been cyclical and are influenced by such factors as interest rates and the condition of the overall economy; (iii) the value of the Company's investment portfolio is subject to fluctuation based on similar factors; (iv) the title insurance industry may be exposed to substantial claims by large classes of claimants and (v) the industry is regulated by state laws that require the maintenance of minimum levels of capital and surplus and that restrict the amount of dividends that may be paid by the Company's insurance subsidiaries without prior regulatory approval. The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company. Item 3. Quantitative and Qualitative Disclosures about Market Risk The information required by this Item is set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Risk" in Item 2 of this report. 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings Commonwealth Land Title Company, a subsidiary of the Company, was recently served with a complaint in a putative class action suit filed on May 21, 2001 in the Superior Court of Los Angeles, California, Central District, entitled Thomas Branick and Ardra Campbell v. First American Title, et al. (Case No. BC 250923). The complaint, which names "Commonwealth Title" and numerous other title companies and lenders as defendants, purports to allege causes of action for unfair competition (Cal. Bus. & Prof. Codess.17200, et seq.) and unfair business practices (Cal. Bus. & Prof. Codess.1750, et seq.). Although the complaint contains no specific allegations against "Commonwealth Title", it generally alleges that the named defendants improperly charged recordation and other fees. The complaint prays for relief in the form of statutory penalties, restitution, injunctive relief, costs of suit and attorneys' fees. The complaint was only recently served, and no responsive pleadings have yet been filed, nor has discovery been propounded. Accordingly, because the suit is in its very early stages, no estimate of liability can yet be made. Item 4. Submission of Matters to a Vote of Security Holders a) The Annual Meeting of Shareholders of the Company (the "Meeting") was held on May 22, 2001. c) At the Meeting, the shareholders elected four directors to serve three-year terms and one director to serve a one-year term. The voting with respect to each nominee was as follows: Votes Broker Nominee Term Votes For Withheld Non-Votes ------- ---- --------- -------- --------- Theodore L. Chandler, Jr. 3 16,554,797 78,699 0 Charles H. Foster, Jr. 3 16,554,340 79,156 0 Robert T. Skunda 3 16,551,079 82,417 0 Thomas G. Snead, Jr. 1 16,548,855 84,641 0 Marshall B. Wishnack 3 16,555,797 77,699 0 The terms of office of the following directors continued after the meeting: Janet A. Alpert, Michael Dinkins, James Ermer, John P. McCann, Robert F. Norfleet, Jr., Julious P. Smith, Jr., and Eugene P. Trani. No other matters were voted upon at the Meeting or during the quarter for which this report is filed. 14 Item 6. Exhibits and Reports on Form 8-K a) Exhibits -------- Exhibit No. Document ----------- -------- 11 Statement re: Computation of Earnings Per Share. b) Reports on Form 8-K ------------------- None 15 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 thereunto duly authorized. LANDAMERICA FINANCIAL GROUP, INC. --------------------------------------- (Registrant) Date: August 13, 2001 /s/ Charles Henry Foster, Jr. ----------------------- --------------------------------------- Charles Henry Foster, Jr. Chairman and Chief Executive Officer Date: August 13, 2001 /s/ G. William Evans ----------------------- --------------------------------------- G. William Evans Executive Vice President and Chief Financial Officer 16 EXHIBIT INDEX Exhibit No. Document --- -------- 11 Statement Re: Computation of Earnings Per Share.