-----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, FC/1A14bdN5fVgC1pOu9aonuuBeI9LkLPwr3pO1qsF2+Nzw6OQMmmfoZ6onZwU4c jajLRTM/7fKmtW2KPxVmcQ== 0001144204-08-059918.txt : 20081029 0001144204-08-059918.hdr.sgml : 20081029 20081029122626 ACCESSION NUMBER: 0001144204-08-059918 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081029 DATE AS OF CHANGE: 20081029 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: 081147027 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 v130035_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 29, 2008


STEWART INFORMATION SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE
001-02658
74-1677330
(STATE OR OTHER JURISDICTION)
(COMMISSION FILE NO.)
(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 October 29, 2008, regarding financial results for the three months and nine months ended September 30, 2008, 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 October 29, 2008, reporting financial results for the three months and nine months ended September 30, 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/ J. Allen Berryman
 
(J. Allen Berryman, Executive Vice President,
Secretary, Treasurer and Principal Financial Officer)
   

Date: October 29, 2008
 
 
 

 
 
EX-99.1 2 v130035_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 Operating Results
for the Third Quarter and First Nine Months of 2008
 
HOUSTON, October 29, 2008 - Stewart Information Services Corporation (NYSE: STC) today reported the results of its operations for the third quarter and nine months ended September 30, 2008. (Dollar amounts in the table below are in millions, except per share figures.)

 
 
Third Quarter (a)
 
 
 
 2008 
 
 2007
 
Total revenues
 
$
395.2
 
$
501.9
 
Pretax loss before minority interests
   
(39.7
)
 
(19.9
)
 
         
Net loss
   
(30.0
)
 
(14.3
)
Net loss per share
   
(1.66
)
 
(0.79
)
 
 
 
Nine Months (b)
 
 
 
2008
 
2007
 
Total revenues
 
$
1,217.9
 
$
1,607.0
 
Pretax loss before minority interests
   
(124.7
)
 
(5.3
)
 
         
Net loss
   
(83.9
)
 
(8.9
)
Net loss per share
   
(4.64
)
 
(0.49
)
 
(a)
The third quarter of 2008 includes net pretax charges of $5.6 million ($3.6 million after taxes, or $0.20 per share), comprising a charge of $10.5 million for loss reserves relating to large title claims, an impairment charge of $2.6 million relating to equity securities held for investment and office closure costs of $2.5 million offset by a reduction in title losses due to recoveries recorded on a fidelity bond of $10.0 million. The third quarter of 2007 includes pretax charges of $17.1 million ($11.1 million after taxes, or $0.61 per share) relating to large title claims totaling $6.0 million and a reserve adjustment of $11.1 million relating to current and prior year policies. The third quarter of 2007 also includes a pretax gain on the sale of property of $5.6 million ($2.0 million after taxes and minority interests, or $0.11 per share).

(b)
The first nine months of 2008 include net pretax charges of $41.3 million ($26.8 million after taxes, or $1.48 per share) relating to reserve adjustments of $10.0 million for prior policy years, $28.2 million relating to large title claims and agency defalcations, a software impairment charge of $6.0 million, office closure costs of $4.4 million and an impairment of equity securities held for investment of $2.6 million. These charges were offset somewhat by a reduction in title losses due to recoveries recorded on a fidelity bond of $10.0 million. The first nine months of 2007 includes pretax charges of $24.5 million ($15.9 million after taxes, or $0.87 per share) relating to a charge of $13.4 million for large title claims and a $11.1 million charge for reserve adjustments relating to current and prior year policies. These charges were offset by gains from the sales of businesses and property totaling $8.8 million ($4.1 million after taxes and minority interests, or $0.22 per share).


 
Financial Results
 
Issues in the credit markets intensified significantly during the third quarter of 2008, which resulted in a severe tightening of available credit. Residential building permits on an annualized basis have fallen to the lowest level since prior to 1980. Existing home sales were 7.7 percent less on a seasonally-adjusted annualized basis in the third quarter of 2008 when compared with the same period in 2007. This is a direct result of oversupply, foreclosures, declining prices, economic uncertainty and more stringent loan underwriting standards, in spite of lower interest rates. Commercial transactions have also been negatively impacted as a result of the financial market tightening and limited lending due to more stringent underwriting standards. As a result, our orders opened dropped 26.9 percent in the third quarter compared with a year ago.
 
Revenues in the third quarter of 2008 fell to $395.2 million, a decline of 21.3 percent from the $501.9 million in the same period last year. The decline in revenues contributed to a loss (before taxes and minority interests) of $39.7 million in the third quarter of 2008 compared with a loss of $19.9 million in the third quarter of 2007.
 
Total revenues for the first nine months of 2008 were $1.2 billion, down 24.2 percent from $1.6 billion for the same period in 2007. Overall, the Company reported a loss (before taxes and minority interests) of $124.7 million in the first nine months of 2008 compared with a loss of $5.3 million in the same period in 2007.
 
Our international operations remained profitable for the third quarter and year-to-date periods, somewhat offsetting the loss in our U.S. residential operations. In addition, our overall results for the third quarter and year-to-date 2008 reflect the benefits of our ongoing cost reduction initiatives. Employee costs and other operating expenses decreased significantly in the third quarter and year-to-date periods of 2008 when compared with the same periods in 2007. Although lower in the current year periods compared with 2007, other operating expenses have not declined at the same rate as our revenues due to the relatively fixed cost nature of many of our operations.
 
Our provision for title losses in the third quarter 2008 decreased over the same period in 2007, due primarily to charges recorded to strengthen reserves last year in the third quarter that were not required in the current year. We also recorded $10.0 million of insurance recoveries in the third quarter of 2008 relating to title losses filed against our fidelity bond, which were offset by a comparable increase in reserves for large losses. Our loss provision ratio remains at an elevated level compared to normal levels due to adverse payment experience relating to prior policy years and an increase in the frequency of large title losses and agency defalcations, which is to be expected during down-market cycles.
 
“We continue to aggressively cut operations that show continuing losses and unacceptable risk exposure. We have also canceled 1,750 independent agencies since June 1, 2008,” said Malcolm S. Morris, co-chief executive officer and chairman. “Even though the agencies being canceled are relatively minor to our total revenues, they represent a sizeable portion of our claims and management-related expenses. These cancellations are being accompanied by significant staff and overhead expense reductions within our underwriting companies,” added Morris.
 
“Development of new revenue and expense controls are our daily focus,” said Stewart Morris, Jr., co-chief executive officer and president. “We closed another 40 branch and office locations during the quarter and reduced headcount by 470 in the third quarter of 2008, bringing the total of our employee reductions to 2,900, or 29.3 percent, since December 31, 2006. Total closed branch and office locations since the beginning of 2008 is 110, which resulted in closure costs of $4.4 million. Revenue growth is being driven by sales training and marketing support to assist our existing sales associates in more effectively executing our strategies.
 

 
“Hurricane Ike in September had a significant adverse effect on revenues in the greater Houston area as a result of the postponement of transactions by affected participants,” added Morris. “While certain offices were closed following the hurricane, we lost no ongoing work and were not prevented from completing closings that needed to take place, once again proving the value of our investment in our paperless, Internet-based title processing and transaction management technology. Our prior planning and investment in preemptive actions and scripted disaster recovery were resources well spent.”
 
A major accomplishment this quarter was an agreement reached with UBS Bank regarding $241.5 million of auction rate securities held in exchanger funds by our tax-deferred property exchange business. UBS has provided a line of credit collateralized by the full par value of the auction rate securities. This line of credit has provided significant liquidity to the exchanger funds of our tax-deferred property exchange business. We expect the line of credit to be repaid in full through the transfer to UBS of the securities held as collateral at par value or pursuant to the settlement among UBS and various states and state regulatory agencies.
 
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. Factors that could cause expected or anticipated results to differ from those described in the forward-looking statements include those factors described in Item 1A of Stewart’s annual report on Form 10-K for the year ended December 31, 2007. 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
 
Nine months ended
 
 
 
September 30
 
September 30
 
 
 
2008
 
2007
 
2008 
 
2007
 
Revenues
                 
Title insurance:
                 
Direct operations
   
176,381
   
234,161
   
557,655
   
734,203
 
Agency operations
   
208,558
   
235,621
   
613,124
   
784,309
 
Real estate information
   
9,110
   
16,510
   
35,128
   
49,540
 
Investment income
   
7,015
   
8,800
   
22,551
   
27,018
 
Investment and other (losses) gains - net
   
(5,832
)
 
6,826
   
(10,541
)
 
11,950
 
 
   
395,232
   
501,918
   
1,217,917
   
1,607,020
 
 
                 
Expenses
                 
Amounts retained by agencies
   
169,333
   
189,596
   
499,457
   
634,738
 
Employee costs
   
140,006
   
170,422
   
438,045
   
526,310
 
Other operating expenses
   
86,108
   
103,245
   
259,355
   
302,129
 
Title losses and related claims
   
29,644
   
46,642
   
108,961
   
113,618
 
Depreciation and amortization
   
8,360
   
10,403
   
26,401
   
30,437
 
Impairment of other assets
   
-
   
-
   
6,011
   
-
 
Interest
   
1,433
   
1,512
   
4,369
   
5,054
 
 
   
434,884
   
521,820
   
1,342,599
   
1,612,286
 
                           
Loss before taxes and minority interests
   
(39,652
)
 
(19,902
)
 
(124,682
)
 
(5,266
)
Income tax benefit
   
(11,269
)
 
(9,162
)
 
(45,556
)
 
(6,241
)
Minority interests
   
1,592
   
3,530
   
4,730
   
9,883
 
Net loss
   
(29,975
)
 
(14,270
)
 
(83,856
)
 
(8,908
)
                           
Loss per share
   
(1.66
)
 
(0.79
)
 
(4.64
)
 
(0.49
)
                           
Average number of shares (000)
   
18,109
   
18,114
   
18,082
   
18,206
 
                           
Segment information:
                 
Title revenues
   
386,122
   
485,408
   
1,182,789
   
1,557,480
 
Title pretax loss before minority interests
   
(35,118
)
 
(19,976
)
 
(112,425
)
 
(8,170
)
                           
REI revenues
   
9,110
   
16,510
   
35,128
   
49,540
 
REI pretax (loss) earnings before minority interests
   
(4,534
)
 
74
   
(12,257
)
 
2,904
 
                           
Selected financial information:
                 
Cash (used) provided by operations
   
(25,066
)
 
(4,622
)
 
(71,706
)
 
14,810
 
Title loss payments - net of recoveries
   
30,809
   
34,356
   
100,272
   
82,233
 
Changes in other comprehensive earnings - net of taxes
   
(10,331
)
 
7,360
   
(17,827
)
 
7,907
 
                           
Number of title orders opened (000):
                 
July
   
40
   
54
         
August
   
35
   
53
         
September
   
35
   
43
         
Quarter
   
110
   
150
         
Number of title orders closed (000):
                 
Quarter
   
78
   
107
         
 
 
 
     
September 30
 2008
 
December 31
 2007
     
       
 
         
Stockholders’ equity
         
655,176
   
754,059
       
Number of shares outstanding (000)
         
18,155
   
18,031
       
Book value per share
         
36.09
   
41.82
       
 

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

 
 
September 30
 
December 31
 
 
 
2008
 
2007
 
Assets
         
Cash and cash equivalents
   
53,464
   
78,797
 
Cash and cash equivalents - statutory reserve funds
   
145,697
   
30,442
 
Total cash and cash equivalents
   
199,161
   
109,239
 
 
         
Short-term investments
   
54,735
   
79,780
 
Investments - statutory reserve funds
   
344,655
   
518,586
 
Investments - other
   
75,730
   
98,511
 
 
         
Receivables - premiums from agencies
   
35,903
   
48,040
 
Receivables - other
   
107,320
   
93,335
 
Allowance for uncollectible amounts
   
(13,994
)
 
(11,613
)
Property and equipment
   
87,165
   
96,457
 
Title plants
   
78,873
   
78,245
 
Goodwill
   
210,033
   
208,824
 
Intangible assets
   
11,999
   
17,157
 
Other assets
   
122,477
   
105,413
 
Other assets - pledged (a)
   
230,250
   
-
 
 
   
1,544,307
   
1,441,974
 
 
         
Liabilities
         
Notes payable
   
146,811
   
108,714
 
Line of credit (a)
   
188,050
   
-
 
Accounts payable and accrued liabilities
   
92,933
   
122,167
 
Estimated title losses
   
447,078
   
441,324
 
 
   
874,872
   
672,205
 
 
         
Minority interests.
   
14,259
   
15,710
 
 
         
Contingent liabilities and commitments
         
 
         
Stockholders' equity
         
Common and Class B Common Stock and additional paid-in capital
   
143,996
   
141,196
 
Retained earnings
   
513,262
   
597,118
 
Accumulated other comprehensive earnings
   
2,015
   
19,842
 
Treasury stock.
   
(4,097
)
 
(4,097
)
Total stockholders' equity.
   
655,176
   
754,059
 
 
   
1,544,307
   
1,441,974
 
(a)
The remaining $42.2 million available under the line of credit was drawn on October 1, 2008, resulting in an outstanding balance of $241.5 million, which is fully collateralized by auction rate securities noted above as other assets - pledged. The auction rate securities and line of credit, as recorded above, are each reduced by $11.3 million relating to fair value adjustments. These fair value adjustments offset in investment and other (losses) gains - net and result in no net impact to the consolidated statement of earnings.            
 
October 29, 2008
 

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