-----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, S6j8ahi8WtWwpDw1RqtOIH18FMOf4e9pLPKYDQ/dfnZPPihmkq5uJL5L1cEBtJXf OQI8ZOLeqBM5sSxPNjid3w== 0001144204-10-039987.txt : 20100729 0001144204-10-039987.hdr.sgml : 20100729 20100729123403 ACCESSION NUMBER: 0001144204-10-039987 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100729 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100729 DATE AS OF CHANGE: 20100729 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: 10976958 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 v191779_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): July 29, 2010

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

DELAWARE
001-02658
74-1677330
(STATE OR OTHER
 (COMMISSION FILE NO.)
(I.R.S. EMPLOYER
JURISDICTION)
 
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:

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

¨ 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 July 29, 2010, regarding financial results for the six months ended  June  30, 2010, 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 July 29, 2010, reporting financial results for the six months ended June 30, 2010.

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:  July 29, 2010

 
 

 
EX-99.1 2 v191779_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 Earnings per Share of $0.45 for the Second Quarter 2010

Houston, July 29, 2010 – Stewart Information Services Corporation (NYSE-STC) reported second quarter earnings per diluted share of $0.45 compared to a loss of $1.14 per diluted share in the second quarter 2009.  Year-to-date the loss per diluted share was $1.07 in 2010 compared to a loss per diluted share of $3.21 in the first half of 2009.

Contributing to our improvement in results for the second quarter of 2010 were profits from our direct operations which includes our lender services business and a $28.4 million decrease in charges attributable to title losses.  Profits before taxes and noncontrolling interests for the quarter increased from a loss of $16.1 million in the prior year quarter to a profit of $18.0 million, an improvement of $34.1 million on a $10.7 million increase in revenues ($3.2 million excluding the gains in the second quarter 2010 described below).  We have had no reserve strengthening charges for the last three quarters and agency defalcation losses greater than $1 million were greatly reduced to four reported in the last four quarters (averaging less than $2 million each).  Employee and other operating costs also contributed to the improvement in earnings compared to the prior year, declining 3.0 percent and falling from 45.6 percent of operating revenues to 43.7 percent.

   
Second Quarter
   
Six Months
 
   
2010 (a)
   
2009 (b)
   
2010 (a)
   
2009 (b)
 
                         
Total revenues
  $ 441.5     $ 430.8     $ 792.9     $ 744.2  
Pretax earnings (loss) before noncontrolling interests
    18.0       (16.1 )     (11.8 )     (50.5 )
Income tax expense (c)
    5.9       1.7       4.3       3.5  
Net earnings (loss) attributable to Stewart
    9.4       (20.6 )     (19.5 )     (58.2 )
Net earnings (loss) per diluted share attributable to Stewart
    0.45       (1.14 )     (1.07 )     (3.21 )
 
 
 

 

(a)
Operating profits in the second quarter of 2010 included pretax gains of $6.3 million primarily relating to the monetization of internally developed software and $1.2 million relating to the buyout of a royalty agreement, as well as a pretax credit of $2.3 million relating to a change in the estimate of a previously recorded reserve for a legal matter.  The second quarter of 2010 also includes a $4.5 million pretax charge relating to adjustments to previously recorded large title losses.  The first quarter of 2010 includes a $1.2 million pretax gain on the sale of an interest in a subsidiary.

(b)
The second quarter of 2009 includes pretax charges of $19.2 million relating to title loss reserve strengthening adjustments for prior policy years and $22.2 million relating to several agency defalcations and large title losses offset by $6.6 million relating to recoveries of previously recognized title losses.  Also included in the second quarter of 2009 is a $2.9 million credit relating to a change in the estimate of a previously recorded reserve for a legal matter.  The first three months of 2009 include a pretax credit of $2.6 million relating to a recovery on a previously recognized agency defalcation, a pretax credit of $3.0 million for the settlement of a legal matter in the Company’s favor and a pretax charge of $8.9 million relating to the impairment of investment securities and other assets.

(c)
Income tax expense in 2009 and 2010 is related primarily to certain goodwill book/tax differences and taxes in foreign jurisdictions for our international operations.  The Company did not recognize an income tax benefit during the first quarter of 2010 or the first half of 2009 relating to its pretax loss due to the recording of a valuation allowance against deferred tax assets.

Total revenues rose 2.5 percent in the second quarter of 2010 compared to the same period in 2009, and operating revenues increased 1.3 percent.  Revenues from direct title operations decreased 6.7 percent in the second quarter of 2010 compared to the same period in the prior year.  Although total orders closed declined 25.9 percent, revenue per order increased 21.9 percent to $1,901.  This increase in overall revenue per order is due to the current quarter’s closings being more heavily weighted to purchase transactions rather than refinancing transactions. Revenues from agency operations increased 6.0 percent in the second quarter of 2010 compared to the second quarter of 2009, continuing the trend noted in the past three quarters of improvement in our independent agency channel.  Our lender services in the real estate information (REI) segment continue to perform very well, with revenue increasing 22.4 percent for the second quarter of 2010 compared to the second quarter of 2009.  Demand for loan modification services, a product introduced in the second quarter of 2009, continues to be strong.

Year-to-date total revenues for 2010 increased 6.5 percent compared to the same period in 2009.  Direct title revenues decreased 7.8 percent, agency title revenues rose 12.7 percent, and REI revenues increased 31.1 percent.

Title revenues for the quarter were positively impacted by the homebuyer tax credit, which required contracts to be signed by April 30, 2010 and (originally) closed by June 30, 2010.  However, the expiration of that credit as of April 30 negatively impacted orders for purchase transactions in May and June.  That decline was partially offset by an increase in refinancing orders due to record low mortgage interest rates.

On June 30, 2010, Congress extended the closing deadline on contracts that qualify for the homebuyer tax credit to September 30, 2010.  This extension should positively influence third quarter results, as we incurred processing expenses in the second quarter on orders that would not otherwise have closed and generated revenue.  An industry estimate is that overall 180,000 transactions remain to be closed in the third quarter of 2010 under the homebuyer tax credit.

Commercial title revenues grew 20.4 percent in the second quarter of 2010 to $23.0 million compared to the same quarter in the prior year and rose 17.8 percent from the first quarter of 2010.  International operations remained strongly profitable due to a significant increase in revenues and earnings in Canadian operations.  Since beginning operations in Canada in 1988, we have steadily gained market share in the populous eastern provinces, and we now hold a leading position among title insurance underwriters.

 
 

 

Agency retention increased 40 basis points to 83.2 percent of agency revenues for the second quarter of 2010 compared with 82.8 percent for the second quarter of 2009, but down slightly from 83.3 percent from the first quarter of 2010.  As noted in previous quarters, transactional volume improved in those states in which the agents have historically retained a greater share of revenue.  We are systematically decreasing agent retention in states where low remittances have impeded targeted profitability.

Employee costs were 27.9 percent of operating revenues for the second quarter of 2010, as compared to 29.0 percent in the second quarter of 2009.  We maintained appropriate staffing through June 30, 2010 to close the transactions resulting from the homebuyer tax credit.  Staffing levels are now being adjusted to reflect market activity.  In addition, we remain focused on achieving operational efficiencies, including the merger of three of our underwriters into Stewart Title Guaranty Company in the second quarter, which reduced ongoing expenses by almost $1 million annually.  We remain on schedule with the implementation of our enterprise resource planning system, which will result in further efficiencies in operating and employee costs.  We continue to consolidate operations into a centralized and shared services environment, aligning people, processes and technology to better provide customer interaction and reduce our cost structure.

While we believe that title claims are trending downward, claims payments in the second quarter relating to prior year claims continued at elevated levels.  Including the impact of the charges described above, title losses and related claims for the second quarter of 2010 were 9.3 percent of title revenues as compared to 16.4 percent for the second quarter of 2009.  Previously canceled agents accounted for more than 27 percent of cash claim payments in the quarter.

Quarterly debt payments continued in the second quarter, and we expect existing bank debt to be retired early in the fourth quarter.

"Included in the quarter was a $6.3 million gain primarily relating to monetization of our technology investments," said Malcolm S. Morris, chairman and co-chief executive officer.  "This transaction not only resulted in a current-period gain, but it allows us continued access to the technology while achieving a significant reduction in ongoing expenses.  We anticipate further opportunities to monetize investments and reduce expenses relating to our proprietary technology and are aggressively pursuing these options.  We also reviewed our business model in all states, and are modifying our agency operations to become more profitable while strengthening agency services."

"We are pleased to have achieved operational profitability this quarter and year-to-date in our direct operations.  We are carefully monitoring our order volume and are prepared to implement further operational efficiencies commensurate with the level of transaction volumes," said Stewart Morris, Jr., president and co-chief executive officer.  "We have also enhanced sales activity to yield market share growth," added Morris.  

Stewart Information Services Corporation (NYSE-STC) 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, flood certificates, document preparation, background checks and expertise in tax-deferred exchanges.  More information can be found at www.stewart.com.

 
 

 

Forward-looking statements. Certain statements in this news release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements relate to future, not past, events and often address our expected future business and financial performance.  These statements often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "will" or other similar words.  Forward-looking statements by their nature are subject to various risks and uncertainties that could cause our actual results to be materially different than those expressed in the forward-looking statements.  These risks and uncertainties include, among other things, the severity and duration of current financial and economic conditions; continued weakness or further adverse changes in the level of real estate activity; changes in mortgage interest rates, existing and new home sales, and availability of mortgage financing; our ability to respond to and implement technology changes, including the completion of the implementation of our enterprise systems; the impact of unanticipated title losses on the need to further strengthen our policy loss reserves; any effect of title losses on our cash flows and financial condition; the impact of our increased diligence and inspections in our agency operations; changes to the participants in the secondary mortgage market and the rate of refinancings that affect the demand for title insurance products; regulatory non-compliance, fraud or defalcations by our title insurance agents or employees; our ability to timely and cost-effectively respond to significant industry changes and introduce new products and services; the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance products and services; our dependence on our operating subsidiaries as a source of cash flow; the continued realization of expected expense savings resulting from our expense reduction steps; our ability to access the equity and debt financing markets when and if needed; our ability to grow our international operations; and our ability to respond to the actions of our competitors. These risks and uncertainties, as well as others, are discussed in more detail in our documents filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2009 and our Current Reports on Form 8-K. We expressly disclaim any obligation to update any forward-looking statements contained in this news release to reflect events or circumstances that may arise after the date hereof, except as may be required by applicable law.

 
 

 

STEWART INFORMATION SERVICES CORPORATION
STATEMENTS OF OPERATIONS (condensed)
(In thousands of dollars, except per share amounts and except where noted)
 
   
Three months ended 
June 30
   
Six months ended 
June 30
 
   
2010
   
2009
   
2010
   
2009
 
Revenues:
                       
Title insurance:
                       
Direct operations
    171,200       183,582       300,705       326,119  
Agency operations
    230,453       217,423       433,024       384,193  
Real estate information
    26,659       21,773       38,201       29,138  
Investment income
    5,434       5,214       10,216       10,811  
Investment and other gains (losses) – net
    7,795       2,771       10,708       (6,040 )
      441,541       430,763       792,854       744,221  
Expenses:
                               
Amounts retained by agencies
    191,820       180,040       360,555       317,456  
Employee costs
    119,532       122,434       233,635       237,140  
Other operating expenses
    67,694       70,500       132,081       137,274  
Title losses and related claims
    37,449       65,843       63,786       85,863  
Depreciation and amortization
    5,677       7,163       11,613       14,861  
Interest
    1,394       912       2,952       2,091  
      423,566       446,892       804,622       794,685  
                                 
Earnings (loss) before taxes and noncontrolling interests
    17,975       (16,129 )     (11,768 )     (50,464 )
Income tax expense
    5,863       1,738       4,325       3,537  
Net earnings (loss)
    12,112       (17,867 )     (16,093 )     (54,001 )
Less net earnings attributable to noncontrolling interests
    2,684       2,774       3,442       4,244  
Net earnings (loss) attributable to Stewart
    9,428       (20,641 )     (19,535 )     (58,245 )
                                 
Net earnings (loss) per diluted share attributable to Stewart
    0.45       (1.14 )     (1.07 )     (3.21 )
Average number of dilutive shares (000)
    22,920       18,183       18,289       18,168  
                                 
Segment information:
                               
Title revenues
    414,882       408,990       754,653       715,083  
Title pretax earnings (loss) before noncontrolling interests
    5,438       (25,861 )     (25,761 )     (55,319 )
                                 
REI revenues
    26,659       21,773       38,201       29,138  
REI pretax earnings before noncontrolling interests
    12,537       9,732       13,993       4,855  
                                 
Selected financial information:
                               
Cash (used) provided by operations
    (7,960 )     5,601       5,643       (21,353 )
Title loss payments - net of recoveries
    36,711       34,929       74,766       71,458  
Other comprehensive earnings
    1,843       13,229       3,833       9,159  
                                 
Number of title orders opened (000):
                               
April
    38.1       55.7                  
May
    32.3       46.3                  
June
    35.7       40.7                  
Quarter
    106.0       142.7                  
                                 
Number of title orders closed (000): Quarter
    77.3       104.4                  
                                 
                   
June 30
 2010
   
Dec 31
 2009
 
Stockholders’ equity
                    447,926       462,066  
Number of shares outstanding (000)
                    18,367       18,232  
Book value per share
                    24.39       25.34  

 
 

 

STEWART INFORMATION SERVICES CORPORATION
BALANCE SHEETS (condensed)
(In thousands of dollars)
   
June 30
   
December 31
 
   
2010
   
2009
 
Assets:
           
Cash and cash equivalents
    125,621       97,971  
Cash and cash equivalents – statutory reserve funds
    15,312       18,129  
Total cash and cash equivalents
    140,933       116,100  
                 
Short-term investments
    27,953       24,194  
Investments – statutory reserve funds
    395,174       386,235  
Investments – other
    49,177       79,969  
Receivables – premiums from agencies
    42,056       42,630  
Receivables – other
    68,191       103,153  
Allowance for uncollectible amounts
    (21,223 )     (20,501 )
Property and equipment
    66,596       70,633  
Title plants
    77,401       78,421  
Goodwill
    206,933       212,763  
Intangible assets
    8,651       6,406  
Other assets
    70,712       67,150  
Investments – pledged, at fair value
          202,007  
                 
      1,132,554       1,369,160  
                 
Liabilities:
               
Notes payable
    13,926       19,620  
Convertible senior notes payable
    64,251       64,163  
Line of credit, secured by pledged investments
          202,007  
Accounts payable and accrued liabilities
    94,863       101,881  
Estimated title losses
    492,162       503,475  
Deferred income taxes
    19,426       15,948  
                 
      684,628       907,094  
                 
Contingent liabilities and commitments
               
                 
Stockholders' equity:
               
Common and Class B Common stock and additional paid-in capital
    146,827       145,530  
Retained earnings
    276,580       296,116  
Accumulated other comprehensive earnings
    14,793       10,960  
Treasury stock
    (4,330 )     (4,330 )
Stockholders’ equity attributable to Stewart
    433,870       448,276  
Noncontrolling interests
    14,056       13,790  
Total stockholders' equity
    447,926       462,066  
                 
      1,132,554       1,369,160  
 
 
 

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