-----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, IDt2rGGQFo8n0MWj6eYOvJcMF+FgTYurtYb8cOrfr18EpT6OTEaS3VU+61LrG7Xg T9CvkRqNnTUiOZ46PN+iLQ== 0001144204-07-056284.txt : 20071025 0001144204-07-056284.hdr.sgml : 20071025 20071025133857 ACCESSION NUMBER: 0001144204-07-056284 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071025 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071025 DATE AS OF CHANGE: 20071025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEWART INFORMATION SERVICES CORP CENTRAL INDEX KEY: 0000094344 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 741677330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02658 FILM NUMBER: 071190389 BUSINESS ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136258100 MAIL ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 v091322_8k.htm
 

 
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): October 25, 2007
 
STEWART INFORMATION SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE
(STATE OR OTHER
JURISDICTION)
001-02658
(COMMISSION FILE NO.)
74-1677330
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
 
1980 Post Oak Blvd, Houston, Texas 77056
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (713) 625-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

0
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
0
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
0 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14a-12)
   
0 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4))

 
 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
A press release issued by Stewart Information Services Corporation on October 25, 2007, regarding financial results for the three months and nine months ended September 30, 2007, is attached hereto as Exhibit 99.1, and the first three paragraphs thereof are incorporated herein by reference. This information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) EXHIBITS
 
Exhibit No.
Description
   
99.1
Press release of Stewart Information Services Corporation dated October 25, 2007, reporting financial results for the three months and nine months ended September 30, 2007.

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 INFORMATION SERVICES CORPORATION
 
(Registrant) 
   
   
 
By:   /S/ Max Crisp                                                              
 
(Max Crisp, Executive Vice President,
 
Secretary, Treasurer, Director and Principal
 
Financial Officer)
   

Date: October 25, 2007
 
 
 

 
EX-99.1 2 v091322_ex99-1.htm
NEWS from:
   
 
STEWART INFORMATION SERVICES CORPORATION
 
P.O. Box 2029, Houston, Texas 77252-2029
 
 www.stewart.com
 
Contact:
Ted C. Jones
   
Director - Investor Relations
   
(713) 625-8014
 
FOR RELEASE AT 6AM CDT 
 
Stewart Reports Results for
Third Quarter and Nine Months of 2007

HOUSTON, October 25, 2007 - Stewart Information Services Corporation (NYSE-STC) today reported the results of its operations for the third quarter and nine months ended September 30, 2007. (Dollar amounts in the table below are in millions, except per share figures.)
 
   
Third Quarter
 
   
 2007(a)
 
 2006 
 
Total revenues
 
$
501.9
 
$
641.5
 
Pretax (loss) earnings before minority interests
   
(19.9
)
 
27.0
 
               
Net (loss) earnings
   
(14.3
)
 
14.2
 
Net (loss) earnings per diluted share
   
(0.79
)
 
0.77
 
     
 
Nine Months 
 
   
 2007(a) 
   
2006
 
Total revenues
 
$
1,607.0
 
$
1,825.7
 
Pretax (loss) earnings before minority interests
   
(5.3
)
 
64.9
 
               
Net (loss) earnings
   
(8.9
)
 
32.5
 
Net (loss) earnings per diluted share
   
(0.49
)
 
1.78
 

(a)
The third quarter of 2007 includes pretax charges of $17.1 million ($11.1 million after taxes, or $0.61 per share) related to two large title claims totaling $6.0 million, a reserve adjustment of $7.5 million related to prior policy years and a $3.6 million reserve adjustment for the current policy year. This quarter also includes a pretax gain on the sale of property of $5.6 million ($2.0 million after minority interests and taxes, or $0.11 per share).
 
Operating results for the third quarter of 2007 were negatively impacted by the substantial decline in business nationwide related to real estate market conditions. This was particularly true in California and Florida. New and existing home sales declined sharply in August and September. A substantial reduction in both subprime and prime financing activity occurred as a result of the uncertainty in the subprime lending market. However, despite the declines in the domestic residential market, the Company continued to grow in its commercial and international markets. Acquisitions made since the same period in the prior year increased revenues by $6.7 million and contributed pretax earnings of $0.7 million for the quarter.
 

 
In the four months preceding August, based on orders per work day, the Company’s title order counts ranged from 10 percent to 14 percent lower than the same months in 2006. In August, orders fell below year-ago levels by 20.9 percent, and September orders were 19.1 percent below September 2006. Overall, for the third quarter of 2007, title orders declined by 17.3 percent from the comparable period in 2006.

“The sudden drop in orders in August and September made it more difficult to control expenses quickly to meet our desired results,” said Malcolm S. Morris, chairman and co-chief executive officer. “The relatively fixed-cost component of our ongoing operations and our increased policy losses contributed to the operating loss for the third quarter of 2007. In a number of markets in California and elsewhere, we also experienced a large number of cancellations or delays in closings. This means the expenses of substantially completing the work had already been incurred on the transactions. When the loans failed to fund and the closings did not happen, the anticipated revenues were not received.”

“We are working aggressively to align revenues and expenses and have closed or consolidated approximately 60 unprofitable branch offices year-to-date and additional closings are planned this year,” said Stewart Morris, Jr., president and co-chief executive officer. “With little probability of a short term improvement in market conditions, closing a number of unprofitable branch offices is the best decision to improve our operating results,” added Morris. “In addition to closing offices, we are implementing further cost control measures including salary reductions and freezes in specific markets, elimination of overtime, renegotiation of office leases, subleasing of vacated office space and overall expense controls. Sales efforts have also been heightened and focused.”

When markets decline, claims have historically risen and, as a result, the Company’s provision for title losses has increased in the third quarter of 2007 compared with the same period in 2006. The increase in the provision for title losses was a result of a $6.0 million charge related to two large title claims and a $7.5 million reserve adjustment related to higher than expected loss payment experience in policy years 2004 through 2006. As a result of this policy loss experience, the Company also recorded an additional reserve adjustment of $3.6 million for the current policy year.

The Company reduced employee counts company-wide by approximately 270 in the third quarter of 2007, for a total of 810 since the beginning of the year and 1,550, or 15.3 percent, since December 31, 2005, when the downturn in the real estate market began. Significant staff reductions have been made in October 2007 and are continuing.

Employee costs for the third quarter of 2007 decreased 7.1 percent compared with the same period in 2006 as the Company began to realize the benefits from its efforts to reduce staffing. Employee costs in the current quarter and year-to-date periods were also positively impacted by continued reductions in both the number and cost of major medical claims. Partially offsetting the decreases in staffing and medical claims were increases in employee costs in the areas of technology development, commercial business and in certain highly competitive geographic markets. Other operating costs did not change at the same rate as revenues primarily due to the relatively fixed nature of most of these costs.

During the third quarter of 2007, Stewart completed its stock purchase plan by purchasing 258,234 shares, or 1.5 percent, of its outstanding Common Stock.

The Company continues to make significant progress in its technological goals. The migration of AIM+ installations, a fourth generation title production and escrow technology, to the Company’s state-of-the-art data center remains on target and is substantially underway. This is allowing the Company to shut down multiple distributed data centers by the end of the first quarter of 2008, adding more security and savings due to centralization.
 

 
The Company is on schedule with its implementation of a shared-services initiative that is designed to produce significant savings and efficiencies within the next 21 months. The focus is on back-office services, including accounting, finance, employee services, marketing and technology, that can be shared across the Company, thus reducing duplicative expenses.

Stewart Information Services Corporation is a customer-driven, technology-enabled, strategically competitive, real estate information, title insurance and transaction management company. Stewart provides title insurance and related information services required for settlement by the real estate and mortgage industries through more than 9,500 policy-issuing offices and agencies in the United States and international markets. Stewart also provides post-closing lender services, automated county clerk land records, property ownership mapping, geographic information systems, property information reports, flood certificates, document preparation, background checks and expertise in tax-deferred exchanges. More information can be found at www.stewart.com.

This press release may contain forward-looking statements, which include all statements other than statements of historical facts. Forward-looking statements are not guarantees of performance and no assurance can be given that Stewart’s expectations will be achieved. In particular, historical order counts do not necessarily indicate future revenues because Stewart cannot predict the number of orders that will result in closings.
 
###
 


STEWART INFORMATION SERVICES CORPORATION
STATEMENTS OF EARNINGS
(In thousands of dollars, except per share amounts)
 
   
Three months ended
 
Nine months ended
 
   
 September 30
 
 September 30
 
   
 2007
 
2006
 
 2007
 
 2006
 
Revenues                  
Title insurance:
                 
Direct operations
   
234,161
   
262,610
   
734,203
   
766,041
 
Agency operations
   
235,621
   
348,842
   
784,309
   
970,685
 
Real estate information
   
16,510
   
20,161
   
49,540
   
59,915
 
Investment income
   
8,800
   
8,750
   
27,018
   
25,683
 
Investment and other gains - net
   
6,826
   
1,158
   
11,950
   
3,349
 
     
501,918
   
641,521
   
1,607,020
   
1,825,673
 
                           
Expenses
Amounts retained by agencies
   
189,596
   
282,592
   
634,738
   
784,403
 
Employee costs
   
170,422
   
183,447
   
526,310
   
546,218
 
Other operating expenses
   
103,245
   
101,758
   
302,129
   
299,003
 
Title losses and related claims
   
46,642
   
35,374
   
113,618
   
99,849
 
Depreciation and amortization
   
10,403
   
9,791
   
30,437
   
26,905
 
Interest
   
1,512
   
1,577
   
5,054
   
4,424
 
     
521,820
   
614,539
   
1,612,286
   
1,760,802
 
 
(Loss) earnings before taxes and minority interests    
(19,902
)
 
26,982
   
(5,266
)
 
64,871
 
Income tax (benefit) expense
   
(9,162
)
 
7,942
   
(6,241
)
 
18,431
 
Minority interests
   
3,530
   
4,890
   
9,883
   
13,933
 
Net (loss) earnings
   
(14,270
)
 
14,150
   
(8,908
)
 
32,507
 

Average number of diluted shares (000)
   
18,114
   
18,297
   
18,206
   
18,302
 
Diluted (loss) earnings per share..
   
(0.79
)
 
0.77
   
(0.49
)
 
1.78
 
 
Segment information:
Title revenues
   
485,408
   
621,360
   
1,557,480
   
1,765,758
 
Title pretax (loss) earnings  before minority interests
   
(19,976
)
 
26,973
   
(8,170
)
 
63,382
 
REI revenues
   
16,510
   
20,161
   
49,540
   
59,915
 
REI pretax earnings before minority interests
   
74
   
9
   
2,904
   
1,489
 

Selected financial information:
Cash (used) provided by operations
   
(4,622
)
 
42,333
   
14,810
   
55,122
 
Title loss payments - net of  recoveries
   
31,674
   
24,694
   
76,925
   
79,850
 
Changes in other comprehensive earnings - net of taxes
   
7,360
   
7,455
   
7,907
   
2,115
 
                           
Number of title orders opened (000):
   
 
                   
July
   
55
   
59
             
August
   
53
   
68
             
September
   
43
   
56
             
Quarter
   
151
   
183
             
Number of title orders closed (000):                          
Quarter
   
107
    136              
 
 
 
 
 
September 30
 2007
 
December 31
 2006
 
   
 
     
Stockholders’ equity
   
793,963
   
802,262
 
Number of shares outstanding (000)
   
18,029
   
18,231
 
Book value per share
   
44.04
   
44.00
 



STEWART INFORMATION SERVICES CORPORATION
BALANCE SHEETS (condensed)
(In thousands of dollars)
   
     
September 30 
   
December 31
 
 
 
 
2007  
   
2006  
 
Assets              
Cash and cash equivalents
   
112,099
   
136,137
 
Short-term investments
   
105,530
   
161,711
 
Investments - statutory reserve funds
   
505,998
   
490,540
 
Investments - other
   
101,508
   
78,249
 
               
Receivables - premiums from agencies
   
48,940
   
58,023
 
Receivables - other
   
72,746
   
61,556
 
Allowance for uncollectible amounts
   
(10,204
)
 
(9,112
)
Property and equipment
   
103,096
   
99,325
 
Title plants
   
76,867
   
70,324
 
Goodwill
   
207,883
   
204,302
 
Intangible assets
   
18,107
   
15,444
 
Other assets
   
106,024
   
91,708
 
               
     
1,448,594
   
1,458,207
 

Liabilities
Notes payable
   
110,269
   
109,549
 
Accounts payable and accrued liabilities
   
98,972
   
130,589
 
Estimated title losses
   
421,089
   
384,396
 
Deferred income taxes
   
8,008
   
14,139
 
Minority interests
   
16,293
   
17,272
 
     
654,631
   
655,945
 

Contingent liabilities and commitments

Stockholders' equity
Common and Class B Common Stock and additional paid-in capital
   
140,924
   
148,517
 
Retained earnings
   
641,168
   
649,598
 
Accumulated other comprehensive earnings
   
15,968
   
8,061
 
Treasury stock
   
(4,097
)
 
(3,914
)

Total stockholders' equity
   
793,963
   
802,262
 
     
1,448,594
   
1,458,207
 
October 25, 2007





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