-----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, DllbuOUAa7qZQ157ZDhR/XS/G4a4fEy3CZQtGAEN8ROwIpMo0ATVZgpCisKVPXuT S31RLS91c0NZjopR9llvOA== 0001144204-08-010700.txt : 20080220 0001144204-08-010700.hdr.sgml : 20080220 20080220110248 ACCESSION NUMBER: 0001144204-08-010700 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080220 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080220 DATE AS OF CHANGE: 20080220 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: 08628651 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 v104413_8k.htm Unassociated Document


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): February 20, 2008


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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14a-12)

o 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 February 20, 2008, regarding financial results for the three months and year ended December 31, 2007, is attached hereto as Exhibit 99.1, and the first paragraph and the financial statements at the end of the release 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 February 20, 2008, reporting financial results for the three months and year ended December 31, 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: February 20, 2008
 

 
EX-99.1 2 v104413_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 CST
 
Stewart Reports Operating Results for 2007
 
HOUSTON, February 20, 2008 - Stewart Information Services Corporation (NYSE-STC) today reported the results of its operations for the year and fourth quarter ended December 31, 2007. (Dollar amounts in the table below are in millions, except per share figures.)
 
   
Year
 
   
2007(a) 
 
2006(b)
 
           
Total revenues
 
$
2,106.7
 
$
2,471.5
 
Pretax (loss) earnings before minority interests
   
(51.9
)
 
84.5
 
Net (loss) earnings
   
(40.2
)
 
43.3
 
Net (loss) earnings per diluted share
   
(2.21
)
 
2.36
 
  
   
Fourth Quarter
 
 
 
2007(c) 
 
2006 
 
           
Total revenues
 
$
499.7
 
$
645.8
 
Pretax (loss) earnings before minority interests
   
(46.7
)
 
19.7
 
Net (loss) earnings
   
(31.3
)
 
10.7
 
Net (loss) earnings per diluted share
   
(1.74
)
 
0.59
 

(a)  
The year 2007 includes pretax charges of $40.9 million ($26.6 million after taxes, or $1.46 per share) to increase reserves due to large title claims of $33.4 million and a $7.5 million reserve adjustment relating to policies issued in prior years. Also included in 2007 are pretax gains of $8.8 million ($4.1 million after taxes and minority interests, or $0.22 per share) from the sale of two subsidiaries and real estate.
(b)  
The year 2006 includes pretax charges of $9.2 million ($6.0 million after taxes, or $0.33 per diluted share) relating to large title claims.
(c)  
The fourth quarter of 2007 includes pretax charges of $20.0 million ($13.0 million after taxes, or $0.72 per share) to increase reserves due to nine large title claims totaling $15.0 million, and an additional adjustment of $5.0 million relating to incurred but not reported reserves resulting from an increase in the frequency of large title claims.
 

 
The loss incurred by the Company in 2007 was its first full-year loss since 1974. The sudden collapse of the subprime mortgage lending market, tightening of credit availability in general, rising foreclosures, weakening home sales and falling home prices were factors contributing to a severe decline in the cyclical U.S. real estate market. For the year 2007 compared with 2006, existing home sales fell 12.6 percent and new home sales were down 26.1 percent. Existing home prices overall fell 6.0 percent.

Since the Company’s revenues are closely related to the volume and value of real estate transactions, the Company’s title revenues declined by 15.4 percent for the year 2007. For 2007, the Company’s title order counts, based on orders per workday, were 14.6 percent and 20.8 percent lower for the year and fourth quarter, respectively, compared with the same periods in 2006.

In the fourth quarter of 2007 compared with the same period in 2006, business declined in the Company’s title office, agency and underwriting operations in nearly all states. This decline was particularly significant in Florida and the western states of California, Nevada, Arizona and Washington. However the impact was far less severe in Texas and certain other states. Underwriting results in the fourth quarter of 2007 were reduced by additions to title loss reserves of $20.0 million, or $15.7 million more than in the fourth quarter of 2006. These additions to claim reserves were caused by a number of large claims primarily attributed to independent agency defalcations and a related increase in incurred but not reported reserves resulting from an increase in the frequency of large claims. In addition to the increase in losses from large claims, the Company’s loss experience on normal claims worsened. Overall, the Company lost $46.7 million before taxes and minority interests in the fourth quarter of 2007.

The Company has responded aggressively to the decline in the real estate market and is taking the appropriate steps to restore profitability and achieve reasonable profit margins in the future. “Strong efforts have been made to increase revenues through sales training and market segmentation,” said Stewart Morris, Jr., president and co-chief executive officer. “Our market opportunities have been helped by competitors exiting certain geographic markets. We have closed approximately 145 unprofitable locations, predominately branch offices, since December 31, 2006 and are closing additional locations in the first quarter of 2008. We have reduced employee counts and are concentrating on increasing employee productivity, controlling compensation expense in specific markets and renegotiating office leases,” said Morris.

The Company reduced employee counts company-wide approximately 675 in the fourth quarter of 2007, totaling approximately 1,500 since the beginning of 2007. Additional reductions have occurred in the first quarter of 2008. The decrease since the beginning of 2006, when the real estate market downturn began, has been approximately 2,100, or 20.6 percent. Other operating expenses have not declined at the same rate as revenues due to the relatively fixed nature of some of these costs, such as rent and other occupancy expenses, and costs associated with our growing international and commercial businesses. Other operating expenses also increased due to the costs associated with acquisitions and the impact in the fourth quarter of 2007 of costs associated with closing offices.

“Title losses in our company and in the industry traditionally increase with a downturn in real estate activity. We are making every effort to manage the controllable factors that contribute to our losses,” said Malcolm S. Morris, chairman and co-chief executive officer. “Our long-standing methodology for estimating our provision for future title losses, which is based on reported claims, historical loss payment experience, title industry averages and the current legal and economic environment, is basically unchanged. However, applying that methodology in light of our worse-than-expected claims payment experience related to policies issued in 2004-2006, together with a number of large claims, resulted in an increase in our provision for future losses, as a percentage of title operating revenues, to 8.5 percent in 2007 from 6.0 percent in 2006.”
 

 
The Company continued to grow its profitable international and commercial businesses during 2007. The increase in business in international markets was attributable to Canada, Mexico and Central Europe. In addition, acquisitions made since the same period in the prior year increased revenues $4.9 million and contributed pretax earnings of $0.9 million in the fourth quarter of 2007.

The Company remains committed to its long-term strategies and restructuring efforts in this extremely difficult real estate environment. The year 2008 will be one of improvements in technology efficiencies as the Company continues its consolidation of data centers, conversion from its legacy production systems and refinement of SureClose®, our customer-oriented transaction management platform. As the Company progresses in the implementation of its shared-services initiative and consolidation of field operations, it will set the stage for measurable, reduced back-office expenses in future years. Aligning and leveraging the Company’s systems and processes for growth and expansion opportunities will provide significant long-term benefits.

During the year, the Company completed its stock purchase plan, acquiring approximately 258,000 shares, or 1.5 percent, of its outstanding Common Stock. In December 2007, the Company paid an annual dividend of 75 cents per share, the same as in the previous two years, representing a yield of approximately 2.5 percent at the date of announcement.

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, 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 since 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
December 31
 
Year ended
December 31
 
   
2007
 
2006
 
2007
 
2006
 
                   
Revenues
                 
Title insurance:
                 
Direct operations
   
213,138
   
262,647
   
947,342
   
1,028,688
 
Agency operations
   
256,410
   
351,309
   
1,040,719
   
1,321,994
 
Real estate information
   
16,497
   
21,244
   
66,037
   
81,159
 
Investment income
   
9,055
   
9,229
   
36,073
   
34,913
 
Investment and other gains - net
   
4,570
   
1,379
   
16,520
   
4,727
 
 
   
499,670
   
645,808
   
2,106,691
   
2,471,481
 
                           
Expenses                  
Amounts retained by agencies
   
208,300
   
282,668
   
843,038
   
1,067,071
 
Employee costs
   
162,797
   
182,311
   
689,107
   
728,529
 
Other operating expenses
   
107,868
   
106,948
   
409,999
   
405,951
 
Title losses and related claims
   
54,884
   
41,708
   
168,501
   
141,557
 
Depreciation and amortization
   
10,688
   
10,842
   
41,125
   
37,747
 
Interest
   
1,788
   
1,666
   
6,842
   
6,090
 
     
546,325
   
626,143
   
2,158,612
   
2,386,945
 

(Loss) earnings before taxes and minority interests
   
(46,655
)
 
19,665
   
(51,921
)
 
84,536
 
Income tax (benefit) expense
   
(17,685
)
 
4,614
   
(23,926
)
 
23,045
 
Minority interests
   
2,342
   
4,306
   
12,225
   
18,239
 
Net (loss) earnings
   
(31,312
)
 
10,745
   
(40,220
)
 
43,252
 
                           
Average number of diluted shares (000)
   
18,030
   
18,308
   
18,162
   
18,304
 
                           
Diluted (loss) earnings per share
   
(1.74
)
 
0.59
   
(2.21
)
 
2.36
 
                           
Segment information:
                 
Title revenues
   
483,173
   
624,564
   
2,040,654
   
2,390,322
 
Title pretax (loss) earnings before minority interests
   
(45,867
)
 
19,852
   
(54,037
)
 
83,234
 
REI revenues
   
16,497
   
21,244
   
66,037
   
81,159
 
REI pretax (loss) earnings before minority interests
   
(788
)
 
(187
)
 
2,116
   
1,302
 
                           
Selected financial information:
                 
Cash (used) provided by operations
   
(2,805
)
 
44,878
   
14,949
   
105,064
 
Title loss payments - net of recoveries
   
30,593
   
27,320
   
117,550
   
107,170
 
Changes in other comprehensive earnings - net of taxes
   
759
   
318
   
8,666
   
2,433
 
Number of title orders opened (000):
                       
October
   
48
   
59
             
November
   
42
   
55
             
December
   
38
   
48
             
Quarter
   
128
   
162
             
Number of title orders closed (000):
   
 
   
             
Quarter
   
93
   
124
             
 
   
December 31
2007
 
December 31
 2006
 
       
 
 
Stockholders’ equity
   
750,944
   
802,262
 
Number of shares outstanding (000)
   
18,031
   
18,231
 
Book value per share
   
41.65
   
44.00
 
 

 
STEWART INFORMATION SERVICES CORPORATION
BALANCE SHEETS (condensed)
(In thousands of dollars)
 
   
December 31
 
December 31
 
   
2007
 
2006
 
           
Assets          
Cash and cash equivalents
   
109,239
   
136,137
 
Short-term investments
   
79,780
   
161,711
 
Investments - statutory reserve funds
   
518,586
   
490,540
 
Investments - other
   
98,511
   
78,249
 
Receivables - premiums from agencies
   
48,040
   
58,023
 
Receivables - other
   
93,335
   
61,556
 
Allowance for uncollectible amounts
   
(11,613
)
 
(9,112
)
Property and equipment
   
96,457
   
99,325
 
Title plants
   
78,245
   
70,324
 
Goodwill
   
208,824
   
204,302
 
Intangible assets
   
17,157
   
15,444
 
Other assets
   
105,413
   
91,708
 
               
     
1,441,974
   
1,458,207
 
               
Liabilities              
Notes payable
   
108,714
   
109,549
 
Accounts payable and accrued liabilities
   
108,658
   
130,589
 
Estimated title losses
   
446,116
   
384,396
 
Deferred income taxes
   
11,832
   
14,139
 
Minority interests
   
15,710
   
17,272
 
     
691,030
   
655,945
 
               
Contingent liabilities and commitments
             
 
Stockholders' equity
         
Common and Class B Common Stock and additional paid-in capital
   
141,196
   
148,517
 
Retained earnings
   
597,118
   
649,598
 
Accumulated other comprehensive earnings
   
16,727
   
8,061
 
Treasury stock
   
(4,097
)
 
(3,914
)

Total stockholders' equity
   
750,944
   
802,262
 
     
1,441,974
   
1,458,207
 
 
 
February 20, 2008
 

 
-----END PRIVACY-ENHANCED MESSAGE-----