-----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, Vvs/OBgaIQVGv9Bl6F66tEqzfG9SaxqaBYsw/1SvIXfNPfEo2gQOKLTy7RLHyo6a LIGqlWCti2dbYPsrrcNCHA== 0001144204-08-027233.txt : 20080509 0001144204-08-027233.hdr.sgml : 20080509 20080509125119 ACCESSION NUMBER: 0001144204-08-027233 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080430 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02658 FILM NUMBER: 08817259 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/A 1 v113425_8ka.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


 
FORM 8-K/A

CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 9, 2008 (April 30, 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:

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.
On April 30, 2008, Stewart Information Services Corporation issued a press release regarding financial results for the three months ended March 31, 2008. On May 9, 2008, an updated press release was issued by Stewart Information Services Corporation regarding financial results for the three months ended March 31, 2008, and is attached hereto as Exhibit 99.1, and the release is incorporated herein by reference. The update to first quarter earnings is related to an agency defalcation that senior management of the Company became aware subsequent to its earnings release dated April 30, 2008 and prior to filing its quarterly report on Form 10-Q for the first quarter of 2008 with the Securities and Exchange Commission. The impact of this agency defalcation resulted in a pretax charge of $4.6 million ($3.0 million after taxes, or $0.16 per share). 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
 
Updated press release of Stewart Information Services Corporation dated May 9, 2008, reporting updated financial results for the three months ended March 31, 2008.

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: May 9, 2008 
 


EX-99.1 2 v113425_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 Updated Operating Results
for the First Quarter 2008
 
HOUSTON, May 9, 2008 - Stewart Information Services Corporation (NYSE-STC) today reported updated results of operations for the quarter ended March 31, 2008. The update to first quarter earnings is related to an agency defalcation of which senior management of the Company became aware subsequent to the Company’s earnings release dated April 30, 2008 and prior to filing its Form 10-Q with the Securities and Exchange Commission. The impact of this agency defalcation resulted in a pretax charge of $4.6 million ($3.0 million after taxes, or $0.16 per share). The information presented herein has been updated, as necessary, to reflect the impact of this matter. There are no other updates to previously reported amounts. (Dollar amounts in the table below are in millions, except for per share figures.)
       
   
First Quarter
 
   
2008(b) 
 
2007(a) 
 
Total revenues
 
$
394.1
 
$
531.7
 
Pretax loss before minority interests
   
(40.9
)
 
(4.6
)
Net loss
   
(25.2
)
 
(4.8
)
Net loss per share
   
(1.40
)
 
(0.26
)
 
(a)
Includes a $3.2 million gain ($2.1 million after taxes, or $0.11 per share) from the sale of two subsidiaries. Also includes a charge of $5.1 million ($3.3 million after taxes, or $0.18 per share) relating to four large title losses.
 
(b)
Includes a charge of $4.6 million ($3.0 million after taxes, or $0.16 per share) related to an agency defalcation.


Financial Highlights

Revenues decreased 25.9 percent to $394.1 million in the first quarter of 2008 compared with $531.7 million for the first quarter of 2007. The Company reported a loss before taxes (and before minority interests) of $40.9 million for the first quarter of 2008 compared with a loss of $4.6 million for the same period in 2007.

The revenue decline in 2008 was due to a significant decrease in title orders resulting from a decline in home sales and reduced financing activity relating primarily to tightening of mortgage lending practices and issues in the credit market, as well as lower home prices.

1

The Company continues to respond aggressively to the decline in the real estate market and is taking appropriate steps to restore profitability. In addition to workforce reductions, the Company continues to consolidate branch offices and locations, and is pursuing the completion of title search and production efficiencies company-wide. The Company’s shared services initiative also remains on target and will generate benefits during 2008 in the areas of procurement and information technology infrastructure by reducing costs and enhancing service levels.


Excluding acquisitions, divestitures and startups, the Company has reduced its employee count since December 31, 2005 by approximately 2,500, or 24.8 percent. The Company reduced its employee count during the first quarter of 2008 by approximately 460, or 5.4 percent. The Company will continue to incur significant costs relating to conversion of its technology to more efficient platforms. Although other operating expenses have declined, they 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, profitable international and commercial businesses.

Stewart's book value per share decreased to $40.31 at March 31, 2008 compared with $41.82 at December 31, 2007.

Title orders declined in the first quarter of 2008 by 13.0 percent from the same period a year ago. Orders were 26.3 percent lower in March 2008 than in March 2007.

“The first quarter of 2008 has been a challenging environment for profitability given the current adverse economic conditions, as well as the traditional negative impact of the seasonality of real estate sales,” said Stewart Morris, Jr., co-chief executive officer and president. “Fannie Mae’s current estimate is that a total of $499 billion of one-to-four family lending was completed in the first quarter of 2008 versus $612 billion in the first quarter of 2007 — an 18.5 percent decline. In view of this, we continued our reduction in staffing levels in the first quarter of 2008.

“We continue the process of converting our legacy production systems to a new web-based production platform on our centralized ASP and data center. As this progresses during the year, we will eliminate three data centers, reduce the required level of personnel and reduce maintenance costs,” said Morris.

“SureClose®, our industry-leading transaction management system, has been adopted by the Arizona Association of Realtors®, the seventh largest state association in the country,” added Morris. It will serve more than 5,000 brokerage companies statewide. More than 80 percent of homebuyers already utilize the web to search for a home to purchase. The use of SureClose will now allow the buyer, seller, lender and Realtor® to track the progress of the closing via the web.

“Stewart Title Guaranty Company (Guaranty) now has the largest statutory policyholders’ surplus of any title insurance underwriter and was the only underwriter with surplus greater than $100 million to increase surplus in 2007,” said Malcolm S. Morris, co-chief executive officer and chairman. “For a record 33rd consecutive year Guaranty has grown surplus, even in 2007, which was one of the most difficult years on record. Policyholders’ protection provided by increasing financial strength is facilitating our growth in the commercial segment.

2

“We are making progress in reducing our risk exposure by evaluating and potentially cancelling agencies that our models indicate are at the higher-end of the risk spectrum,” added Morris. “While we continue to add new agencies, we have increased our qualifying requirements. In addition to our standard background checks on agency personnel and other due diligence, we are now completing full pre-signing audits of agencies,” said Morris.

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 throughout the United States and in 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.

###

3


STEWART INFORMATION SERVICES CORPORATION
STATEMENTS OF OPERATIONS
(In thousands of dollars, except per share amounts)

 
 
Three months ended
 
 
 
March 31
 
 
 
2008
 
2007
 
Revenues
         
Title insurance:
         
Direct operations
   
180,587
   
229,614
 
Agency operations
   
191,053
   
272,254
 
Real estate information
   
14,716
   
16,533
 
Investment income
   
8,078
   
9,051
 
Investment and other (losses) gains - net
   
(297
)
 
4,222
 
     
394,137
   
531,674
 
Expenses
         
Amounts retained by agencies
   
155,562
   
222,390
 
Employee costs
   
151,962
   
176,793
 
Other operating expenses
   
86,836
   
93,643
 
Title losses and related claims
   
29,721
   
31,859
 
Depreciation and amortization
   
9,091
   
9,885
 
Interest
   
1,815
   
1,668
 
 
   
434,987
   
536,238
 
               
Loss before taxes and minority interests
   
(40,850
)
 
(4,564
)
Income tax benefit
   
(16,761
)
 
(2,621
)
Minority interests
   
1,203
   
2,819
 
Net loss
   
(25,292
)
 
(4,762
)
               
Average number of shares (000)
   
18,046
   
18,237
 
               
Net loss per share
   
(1.40
)
 
(0.26
)
Segment information:
         
Title revenues
   
379,421
   
515,141
 
Title pretax loss before minority interests
   
(41,544
)
 
(8,056
)
               
REI revenues
   
14,716
   
16,533
 
REI pretax earnings before minority interests
   
694
   
3,492
 
               
Selected financial information:
             
Cash used by operations
   
(31,447
)
 
(15,116
)
Title loss payments - net of recoveries
   
30,482
   
25,453
 
Changes in other comprehensive earnings - net
   
159
   
833
 
               
Number of title orders opened (000):
         
 January
   
50.9
   
56.0
 
February
   
52.7
   
53.4
 
March
   
47.0
   
63.8
 
Quarter
   
150.6
   
173.2
 
               
Number of title orders closed - quarter(000):
   
89.5
   
109.4
 
 
 
 
 
 
March 31
2008
 
Dec 31
2007
 
 
         
Stockholders’ equity
   
730,412
   
754,059
 
Number of shares outstanding (000)
   
18,120
   
18,031
 
Book value per share
   
40.31
   
41.82
 
 
4


STEWART INFORMATION SERVICES CORPORATION
BALANCE SHEETS (condensed)
(In thousands of dollars)

 
 
March 31
 
December 31
 
 
 
 2008
 
 2007
 
Assets
             
Cash and cash equivalents
   
90,903
   
109,239
 
Short-term investments
   
77,648
   
79,780
 
Investments - statutory reserve funds
   
516,613
   
518,586
 
Investments - other
   
93,424
   
98,511
 
Receivables - premiums from agencies
   
37,379
   
48,040
 
Receivables - other
   
101,572
   
93,335
 
Allowance for uncollectible amounts 
   
(12,001
)
 
(11,613
)
Property and equipment
   
91,151
   
96,457
 
Title plants
   
78,650
   
78,245
 
Goodwill
   
209,628
   
208,824
 
Intangible assets
   
15,950
   
17,157
 
Other assets
   
104,751
   
105,413
 
 
   
1,405,668
   
1,441,974
 
Liabilities
             
Notes payable
   
116,223
   
108,714
 
Accounts payable and accrued liabilities
   
89,639
   
108,658
 
Estimated title losses
   
439,109
   
441,324
 
Deferred income taxes
   
15,314
   
13,509
 
Minority interests
   
14,971
   
15,710
 
 
   
675,256
   
687,915
 
               
Contingent liabilities and commitments
             
               
Stockholders' equity
             
Common and Class B Common Stock and additional paid-in capital
   
142,682
   
141,196
 
Retained earnings
   
571,826
   
597,118
 
Accumulated other comprehensive earnings
   
20,001
   
19,842
 
Treasury stock
   
(4,097
)
 
(4,097
)
               
Total stockholders' equity 
   
730,412
   
754,059
 
 
   
1,405,668
   
1,441,974
 
 
May 9, 2008
 
5

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