0001144204-18-024922.txt : 20180503 0001144204-18-024922.hdr.sgml : 20180503 20180503070019 ACCESSION NUMBER: 0001144204-18-024922 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180503 DATE AS OF CHANGE: 20180503 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: 18801735 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 tv492905_8k.htm 8-K

 

 

 

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): May 3, 2018

 

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:

 

  ¨ 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 CFR 240.14d-2(b))
  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

A press release issued by Stewart Information Services Corporation on May 3, 2018, regarding financial results for the three months ended March 31, 2018, is attached hereto as Exhibit 99.1, and is 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 in any filing under the Securities Act of 1933, as amended.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) EXHIBITS

 

Exhibit No. Description
   
99.1 Press release of Stewart Information Services Corporation dated May 3, 2018, reporting financial results for the three months ended March 31, 2018.

 

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/ David C. Hisey  
  David C. Hisey, Chief Financial Officer, Secretary and Treasurer  

 

 

Date: May 3, 2018

 

 

 

EX-99.1 2 tv492905_ex99-1.htm EXHIBIT 99.1
 
Exhibit 99.1
 

Stewart Reports First Quarter 2018 Results



- Title revenues of $422.4 million, an increase of $1.6 million compared to the prior year quarter

- Commercial revenues of $51.6 million, an increase of $5.6 million, or 12 percent, compared to the prior year quarter

- Net loss attributable to Stewart of $3.8 million which includes pretax charges of $2.3 million related to strategic alternatives review advisory fees and $2.2 million of net unrealized losses due to changes in fair value of investments in equity securities

HOUSTON, May 3, 2018 /PRNewswire/ -- Stewart Information Services Corporation (NYSE: STC) today reported a net loss attributable to Stewart of $3.8 million ($0.16 per diluted share) for the first quarter 2018 compared to net income attributable to Stewart of $4.1 million ($0.17 per diluted share) for the first quarter 2017. Pretax loss before noncontrolling interests for the first quarter 2018 was $3.3 million compared to a pretax income before noncontrolling interests of $5.9 million for the first quarter 2017.

First quarter 2018 results included:

  • $2.3 million of third party advisory expenses recorded in other operating expenses in the ancillary services and corporate segment relating to the strategic alternatives review, and
  • $2.2 million of net unrealized losses recorded in the title segment relating to changes in fair value of investments in equity securities, which were previously accounted for in other comprehensive income, but are now recorded in net income due to the adoption of a new accounting standard at the beginning of 2018.

"Following the announcement of our agreement with Fidelity National, we have actively engaged with our associates and customers to discuss the many opportunities this partnership offers as we move forward with the regulatory approval process," stated Matthew W. Morris, chief executive officer. "With respect to our first quarter 2018 results, we saw lower homes sales and weaker refinancing volumes while our commercial business continued its momentum from last year by outperforming expectations and growing 12% in what typically is the most challenging quarter seasonally."

Fidelity Acquisition Update
The regulatory approval process for Fidelity National's acquisition of Stewart started with preliminary Hart-Scott-Rodino filings to the Federal Trade Commission on March 30, 2018. The Form A filings to the states of domicile for Stewart's two underwriters, Texas (Stewart Title Guaranty Company) and New York (Stewart Title Insurance Company) were made on April 27, 2018.

Selected Financial Information
Summary results of operations are as follows (dollars in millions, except per share amounts):


Quarter Ended March 31,



2018

2017






Total revenues

437.2

443.0


Pretax (loss) income before noncontrolling interests

(3.3)

5.9


Income tax benefit

(1.3)

(0.1)


Net (loss) income attributable to Stewart

(3.8)

4.1


Net (loss) income per diluted share attributable to Stewart

(0.16)

0.17


Title Segment
Summary results of the title segment are as follows (dollars in millions, except pretax margin):


Quarter Ended March 31,



2018

2017

Change







Total operating revenues

422.4

420.7

0%


Investment income and other net gains

3.0

5.1

(40)%


Pretax income

5.1

12.3

(58)%


Pretax margin

1.2%

2.9%



Title revenues in the first quarter 2018 slightly increased from the prior year quarter. Pretax income declined $7.2 million in the first quarter 2018, compared to the first quarter 2017, with $2.2 million of net unrealized losses relating to changes in fair value of investments in equity securities, which primarily reduced the segment's investment income and other net gains in the first quarter 2018 compared to the prior year quarter. The title segment did incur increased employee costs, primarily driven by our Title365 acquisition during the second quarter 2017, and a lower agency remittance rate, partially offset by lower title loss expenses.

Direct title revenue information is presented below (dollars in millions):


Quarter Ended March 31,



2018

2017

Change







Non-commercial:





Domestic

115.7

123.1

(6)%


International

18.2

18.3

(1)%


Commercial:





Domestic

47.5

41.6

14%


International

4.1

4.4

(7)%


Total direct title revenues

185.5

187.4

(1)%


Non-commercial domestic revenue includes revenues from purchase transactions and centralized title operations (processing primarily refinancing and default title orders), which decreased 2 percent and 40 percent, respectively, in the first quarter 2018 compared to the prior year quarter due to lower closed orders as influenced by the industry's lower home sales, rising home prices and falling refinancing activities. Total commercial revenues improved 12 percent from the prior year quarter primarily due to strong performance by our domestic operations, generating higher dollar transactions which more than offset the 11 percent decrease in commercial orders closed. Total international title revenues decreased 2 percent in the first quarter 2018 compared to the prior year quarter driven by lower volumes, partially offset by the stronger foreign exchange rates against the U.S. dollar.

Gross revenues from independent agency operations in the first quarter 2018 increased 2 percent compared to the first quarter 2017. The independent agency remittance rate in the first quarter 2018 decreased to 17.6 percent from 18.1 percent in the prior year quarter as a result of the geographic mix of our agency business (decreased revenues in higher-remitting states and increased revenues in lower-remitting states). Agency revenues, net of agency retention, decreased 1 percent in the first quarter 2018 compared to the prior year quarter.

Ancillary Services and Corporate Segment
Summary results of the ancillary services and corporate segment are as follows (dollars in millions):


Quarter Ended March 31,



2018

2017

Change







Total revenues

11.8

17.2

(31)%


Pretax loss

(8.4)

(6.4)

(31)%


First quarter 2018 segment revenues declined compared to the prior year quarter primarily due to lower revenues generated by the valuation services operations resulting from reduced orders from our principal customers. The segment's pretax results for the first quarter 2018 included $2.3 million of third party advisory expenses relating to the strategic alternatives review. Excluding these charges, the segment pretax results would have improved 3 percent from the prior year quarter. The segment's results for the first quarter 2018 and 2017 included approximately $8.1 million and $5.5 million, respectively, of net expenses attributable to parent company and corporate operations.

Expenses
Employee costs for the first quarter 2018 were $138.8 million, or 1 percent lower compared to the prior year quarter. Salaries declined 2 percent as a result of an approximately 5 percent reduction in average employee counts, primarily related to volume declines in our ancillary services and centralized title operations; while incentive compensation tied to performance decreased 18 percent from the prior year quarter. These declines were partially offset by increased commissions primarily related to higher commercial title revenues. As a percentage of total operating revenues, employee costs for the first quarter 2018 were 32.0 percent, which is comparable to 31.9 percent in the prior year quarter.

Other operating expenses for the first quarter 2018 increased 2 percent to $80.3 million from $78.3 million in the first quarter 2017. This increase was primarily due to higher third-party advisory fees, related to the strategic alternatives review, and increased outside title search fees related to commercial revenues, partially offset by decreased costs of services within ancillary services. As a percentage of total operating revenues, other operating expenses for the first quarter 2018 were 18.5 percent compared to 17.9 percent in the prior year quarter. As noted earlier, other operating costs for the first quarter 2018 included $2.3 million of third-party advisory fees related to the strategic alternatives review; excluding these charges, the other operating expenses ratio for the first quarter 2018 was 18.0 percent, comparable to the prior year quarter.

Title loss expenses decreased 8 percent to $19.0 million in the first quarter 2018, compared to $20.7 million in the first quarter 2017. Title losses were 4.5 percent of title revenues in the first quarter 2018 compared to 4.9 percent in the prior year quarter primarily as a result of lowering our loss provisioning rate. We expect our loss provisioning rate will range between 4.5 to 4.8 percent for the year 2018.

Other
Net cash used by operations in the first quarter 2018 increased to $28.9 million, compared to net cash used of $19.2 million in the prior year quarter, primarily due to the net loss generated in the first quarter 2018, compared with the net income from the first quarter 2017, and higher payments on accounts payable and other liabilities, partially offset by lower claim payments.

First Quarter 2018 Earnings Call
Stewart will hold a conference call to discuss the first quarter 2018 earnings at 3:00 p.m. Eastern Time on Thursday, May 3, 2018. To participate, dial (877) 876-9176 (USA) and (785) 424-1667 (International) - access code STCQ118. Additionally, participants can listen to the conference call through Stewart's Investor Relations website at http://www.stewart.com/en/investor-relations/earnings-call.html. The conference call replay will be available from 4:00 p.m. Eastern Time on May 3, 2018 until midnight on May 10, 2018, by dialing (800) 839-1232 (USA) or (402) 220-0460 (International) - the access code is also STCQ118.

About Stewart
Stewart Information Services Corporation (NYSE:STC) is a global real estate services company, offering products and services through our direct operations, network of Stewart Trusted Providers™ and family of companies. From residential and commercial title insurance and closing and settlement services to specialized offerings for the mortgage industry, we offer the comprehensive service, deep expertise and solutions our customers need for any real estate transaction. At Stewart, we believe in building strong relationships – and these partnerships are the cornerstone of every closing, every transaction and every deal. Stewart. Real partners. Real possibilities.™ More information is available at the Company's website at stewart.com, or you can subscribe to the Stewart blog at blog.stewart.com, or follow Stewart on Twitter® @stewarttitleco.

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," "foresee" 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 challenging economic conditions; 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 or the need to strengthen our policy loss reserves; any effect of title losses on our cash flows and financial condition; the ability to attract and retain highly productive sales associates; the impact of vetting our agency operations for quality and profitability; independent agency remittance rates; changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance products; regulatory non-compliance, fraud or defalcations by our title insurance agencies or employees; our ability to timely and cost-effectively respond to significant industry changes and introduce new products and services; the outcome of pending litigation; 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 expense savings from our cost management program; our ability to successfully integrate acquired businesses; our ability to access the equity and debt financing markets when and if needed; our ability to grow our international operations; seasonality and weather; 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, 2017, and if applicable, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K. All forward-looking statements included in this news release are expressly qualified in their entirety by such cautionary statements. We expressly disclaim any obligation to update, amend or clarify 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

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands of dollars, except per share amounts and except where noted)



Quarter Ended March 31,


2018

2017

Revenues:



Title revenues:



Direct operations

185,512

187,428

Agency operations

236,854

233,349

Ancillary services

11,831

17,304

Total operating revenues

434,197

438,081

Investment income

4,704

4,671

Investment and other (losses) gains - net

(1,671)

287


437,230

443,039

Expenses:



Amounts retained by agencies

195,207

191,175

Employee costs

138,822

139,785

Other operating expenses

80,267

78,318

Title losses and related claims

18,981

20,701

Depreciation and amortization

6,234

6,378

Interest

974

817


440,485

437,174

(Loss) income before taxes and noncontrolling interests

(3,255)

5,865

Income tax benefit

(1,294)

(144)

Net (loss) income

(1,961)

6,009

Less net income attributable to noncontrolling interests

1,819

1,922

Net (loss) income attributable to Stewart

(3,780)

4,087




Net (loss) earnings per diluted share attributable to Stewart

(0.16)

0.17

Diluted average shares outstanding (000)

23,508

23,569




Selected financial information:



Net cash used by operations

(28,926)

(19,189)

Other comprehensive (loss) income

(9,847)

3,425

Monthly Order Counts:










Opened Orders
2018:

Jan

Feb

Mar

Total


Closed Orders
2018:

Jan

Feb

Mar

Total


Commercial

3,294

2,760

2,920

8,974


Commercial

2,219

2,028

2,273

6,520


Purchase

17,023

17,753

21,715

56,491


Purchase

10,855

10,943

14,883

36,681


Refinancing

7,609

7,287

8,236

23,132


Refinancing

5,129

4,538

5,212

14,879


Other

1,107

944

962

3,013


Other

886

900

1,329

3,115


Total

29,033

28,744

33,833

91,610


Total

19,089

18,409

23,697

61,195














Opened Orders
2017:

Jan

Feb

Mar

Total


Closed Orders
2017:

Jan

Feb

Mar

Total


Commercial

3,570

3,578

4,302

11,450


Commercial

2,379

2,174

2,773

7,326


Purchase

17,793

19,064

24,385

61,242


Purchase

11,765

12,022

16,415

40,202


Refinancing

7,698

6,961

8,797

23,456


Refinancing

7,241

5,886

6,081

19,208


Other

1,542

1,406

1,648

4,596


Other

784

800

1,614

3,198


Total

30,603

31,009

39,132

100,744


Total

22,169

20,882

26,883

69,934




















STEWART INFORMATION SERVICES CORPORATION

CONDENSED BALANCE SHEETS

(In thousands of dollars)



March 31,

2018
(Unaudited)

December 31,
2017

Assets:



Cash and cash equivalents

103,474

150,079

Short-term investments

24,400

24,463

Investments in debt and equity securities, at fair value

679,413

709,355

Receivables – premiums from agencies

28,173

27,903

Receivables – other

57,368

55,769

Allowance for uncollectible amounts

(4,808)

(5,156)

Property and equipment, net

68,425

67,022

Title plants, at cost

74,237

74,237

Goodwill

242,736

231,428

Intangible assets, net of amortization

12,301

9,734

Deferred tax assets

4,187

4,186

Other assets

61,622

56,866


1,351,528

1,405,886

Liabilities:



Notes payable

108,595

109,312

Accounts payable and accrued liabilities

90,932

117,740

Estimated title losses

479,805

480,990

Deferred tax liabilities

15,993

19,034


695,325

727,076

Stockholders' equity:



Common Stock and additional paid-in capital

183,386

184,026

Retained earnings

484,359

491,698

Accumulated other comprehensive loss

(14,286)

(847)

Treasury stock

(2,666)

(2,666)

Stockholders' equity attributable to Stewart

650,793

672,211

Noncontrolling interests

5,410

6,599

Total stockholders' equity

656,203

678,810


1,351,528

1,405,886




Number of shares outstanding (000)

23,734

23,720

Book value per share

27.65

28.62

STEWART INFORMATION SERVICES CORPORATION

SEGMENT INFORMATION

(In thousands of dollars)


Quarter Ended:

March 31, 2018


March 31, 2017


Title

Ancillary Services
and Corporate

Consolidated


Title

Ancillary Services
and Corporate

Consolidated

Revenues:








Operating revenues

422,366

11,831

434,197


420,714

17,367

438,081

Investment income

4,704

-

4,704


4,671

-

4,671

Investment and other (losses) gains - net

(1,659)

(12)

(1,671)


410

(123)

287


425,411

11,819

437,230


425,795

17,244

443,039

Expenses:








Amounts retained by agencies

195,207

-

195,207


191,175

-

191,175

Employee costs

131,604

7,218

138,822


128,160

11,625

139,785

Other operating expenses

69,171

11,096

80,267


68,254

10,064

78,318

Title losses and related claims

18,981

-

18,981


20,701

-

20,701

Depreciation and amortization

5,317

917

6,234


5,226

1,152

6,378

Interest

6

968

974


3

814

817


420,286

20,199

440,485


413,519

23,655

437,174

Income (loss) before taxes

5,125

(8,380)

(3,255)


12,276

(6,411)

5,865





















Appendix A
Adjusted revenues and adjusted EBITDA

Management uses a variety of financial and operational measurements other than its financial statements prepared in accordance with United States Generally Accepted Accounting Principles (GAAP) to analyze its performance. These include: (1) adjusted revenues, which are reported revenues adjusted for any net investment and other gains and losses and (2) net income after earnings from noncontrolling interests and before interest expense, income tax expense, and depreciation and amortization and adjusted for net investment and other gains and losses and other non-operating costs such as third-party advisory costs (adjusted EBITDA). Management views these measures as important performance measures of core profitability for its operations and as key components of its internal financial reporting. Management believes investors benefit from having access to the same financial measures that management uses.

The following tables reconcile the non-GAAP financial measurements used by management to our most directly comparable GAAP measures for the quarter ended March 31, 2018 and 2017 (dollars in millions).


Quarter Ended March 31,



2018

2017

Change







Revenues

437.2

443.0



Less: Investment and other losses (gains)

1.7

(0.3)



Adjusted revenues

438.9

442.7

(1)%







Net (loss) income attributable to Stewart

(3.8)

4.1



Noncontrolling interests

1.8

1.9



Income taxes

(1.3)

(0.1)



(Loss) income before taxes and noncontrolling interests

(3.3)

5.9



Non-operating third-party advisory costs

2.3

-



Investment and other losses (gains)

1.7

(0.3)



Adjusted income before taxes and noncontrolling interests

0.7

5.6



Depreciation and amortization

6.2

6.4



Interest expense

1.0

0.8








Adjusted EBITDA

7.9

12.8

(38)%




CONTACT: Nat Otis, SVP - Finance and Director of Investor Relations (713) 625-8360