FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 1-12688 STEWART INFORMATION SERVICES CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 74-1677330 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1980 Post Oak Blvd., Houston TX 77056 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (713) 625-8100 ---------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------------------------- (Former name,former address and former fiscal year,if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common 13,944,810 Class B Common 1,050,012
FORM 10-Q QUARTERLY REPORT Quarter Ended June 30, 2000 TABLE OF CONTENTS Item No. Page - -------- ---- Part I 1. Financial Statements 1 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 3. Quantitative and Qualitative Disclosures About Market Risk 8 Part II 1. Legal Proceedings 10 5. Other Information 10 6. Exhibits and Reports on Form 8-K 9 Signature 11
STEWART INFORMATION SERVICES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2000 and 1999 <TABLE> <CAPTION> SECOND QUARTER SIX MONTHS --------------------- -------------------- 2000 1999 2000 1999 ---------- --------- -------- -------- <S> <C> <C> <C> <C> ($000 Omitted) ($000 Omitted) Revenues Title premiums, fees and other revenues 206,270 275,117 397,446 502,833 Real estate information services 13,028 16,225 25,227 31,316 Investment income 5,319 4,885 10,487 9,792 Investment gains (losses) - net 53 (134) (287) 30 --------- -------- -------- ------ 224,670 296,093 432,873 543,971 Expenses Amounts retained by agents 89,418 142,262 180,257 254,396 Employee costs 73,136 73,964 141,810 143,463 Other operating expenses 42,487 43,116 81,548 79,577 Title losses and related claims 9,547 11,920 18,107 21,186 Depreciation and amortization 5,135 4,318 10,226 8,193 Interest 486 310 867 596 Minority interests 1,501 1,436 2,445 2,426 --------- -------- -------- ------- 221,710 277,326 435,260 509,837 --------- -------- -------- ------- Earnings (loss) before taxes 2,960 18,767 (2,387) 34,134 Income taxes (benefit) 1,086 7,041 (907) 12,808 --------- -------- -------- ------- Net earnings (loss) 1,874 11,726 (1,480) 21,326 ========= ======== ======== ======= Average number of shares outstanding - assuming dilution (000) 14,908 14,581 14,860 14,461 Earnings (loss) per share - basic 0.13 0.81 (0.10) 1.49 Earnings (loss) per share - diluted 0.13 0.80 (0.10) 1.47 ========= ========= ======== ======= Comprehensive earnings: Net earnings (loss) 1,874 11,726 (1,480) 21,326 Changes in unrealized investment gains, net of taxes of $(80), $(2,060), $213 and $(3,250), respectively (148) (3,825) 396 (6,035) --------- -------- -------- ------- Comprehensive earnings (loss) 1,726 7,901 (1,084) 15,291 ========= ========= ======== ======= </TABLE> -1-
STEWART INFORMATION SERVICES CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 2000 AND DECEMBER 31, 1999 <TABLE> <CAPTION> JUN 30 DEC 31 2000 1999 ---------- ---------- <S> <C> <C> ($000 Omitted) Assets Cash and cash equivalents 42,257 36,803 Short-term investments 51,228 65,583 Investments - statutory reserve funds 190,675 186,917 Investments - other 51,664 57,711 Receivables 47,416 48,580 Property and equipment 47,602 45,900 Title plants 27,247 26,258 Goodwill 37,024 31,641 Deferred income taxes 12,576 12,378 Other 27,021 23,970 ---------- ---------- 534,710 535,741 ========== ========== Liabilities Notes payable 25,605 19,054 Accounts payable and accrued liabilities 31,096 44,303 Estimated title losses 186,302 183,787 Minority interests 6,647 6,673 Contingent liabilities and commitments Stockholders' equity Common and Class B Common Stock and additional paid-in capital 81,450 79,126 Retained earnings 207,974 209,454 Accumulated other comprehensive deficit (3,260) (3,656) Treasury stock - 85,200 shares (1,104) - ---------- ----------- Total stockholders' equity ($19.27 per share at June 30, 2000) 285,060 284,924 ---------- ----------- 534,710 535,741 ========== =========== </TABLE> -2-
STEWART INFORMATION SERVICES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 <TABLE> <CAPTION> 2000 1999 -------- -------- <S> <C> <C> ($000 Omitted) Cash provided by operating activities (Note) 6,544 31,274 Investing activities: Purchases of property and equipment and title plants - net (11,684) (12,756) Proceeds from investments matured and sold 41,187 15,426 Purchases of investments (24,222) (37,783) Increases in notes receivable (2,389) (5,850) Collections on notes receivable 526 5,114 Proceeds from sale of equity investment - 8,140 Cash paid for the acquisition of subsidiaries - net (7,718) (3,050) ---------- --------- Cash used by investing activities (4,300) (30,759) Financing activities: Dividends paid - (1,069) Repurchases of common stock (1,104) - Distribution to minority interests (2,234) (1,696) Proceeds from issuance of stock - 64 Proceeds of notes payable 9,519 4,129 Payments on notes payable (2,971) (4,585) ---------- --------- Cash provided (used) by financing activities 3,210 (3,157) ---------- --------- Increase (decrease) in cash and cash equivalents 5,454 (2,642) ========== ========== </TABLE> NOTE: Reconciliation of net earnings (loss) to the above amounts - <TABLE> <S> <C> <C> Net earnings (loss) (1,480) 21,326 Add (deduct): Depreciation and amortization 10,226 8,193 Provision for title losses in excess of payments 2,515 4,618 Provision for uncollectible amounts - net (54) (300) Decrease in accounts receivable - net 3,149 3,833 Decrease in accounts payable and accrued liabilities - net (10,432) (6,603) Minority interest expense 2,445 2,426 Equity in net losses (earnings) of investees 110 (559) Realized investment losses (gains) - net 287 (30) Gain on sale of equity investment - (1,145) Stock bonuses 541 588 Increase in other assets (1,428) (1,743) Other - net 665 670 ---------- --------- Cash provided by operating activities 6,544 31,274 ========== ========= </TABLE> -3-
STEWART INFORMATION SERVICES CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1: Interim Financial Statements The financial information contained in this report for the three and six month periods ended June 30, 2000 and 1999, and as of June 30, 2000, is unaudited. In the opinion of management, all adjustments necessary for a fair presentation of this information for all unaudited periods, consisting only of normal recurring accruals, have been made. The results of operations for the interim periods are not necessarily indicative of results for a full year. Certain amounts in the 1999 condensed consolidated financial statements have been reclassified for comparative purposes. Net earnings, as previously reported, were not affected. Note 2: Segment Information The Company's two reportable segments are title and real estate information. Selected financial information related to these segments follows: <TABLE> <CAPTION> Real Estate Title Information Total ----- ----------- ----- ($000 Omitted) <S> <C> <C> <C> Revenues: - --------- Three months ended 6/30/00 211,642 13,028 224,670 6/30/99 279,868 16,225 296,093 Six months ended 6/30/00 407,646 25,227 432,873 6/30/99 512,655 31,316 543,971 Pretax Earnings (Losses): - ------------------------- Three months ended 6/30/00 4,103 (1,143) 2,960 6/30/99 18,071 696 18,767 Six months ended 6/30/00 447 (2,834) (2,387) 6/30/99 31,876 2,258 34,134 Identifiable Assets: - -------------------- 6/30/00 494,701 40,009 534,710 12/31/99 496,191 39,550 535,741 </TABLE> Note 3: Earnings Per Share The Company's basic earnings (loss) per share figures were calculated by dividing net earnings (losses) by the weighted average number of shares of Common Stock and Class B Common Stock outstanding during the reporting period. The only potentially dilutive effect on earnings per share for the Company related to its stock option plans. In calculating the effect of the options and determining a figure for diluted earnings per share, the average number of shares used in calculating basic earnings per share was increased by 102,000 and 124,000 for the three month periods ending June 30, 2000 and 1999, respectively and 98,000 and 138,000 for the six month periods ending June 30, 2000 and 1999, respectively. -4-
Note 4: Contingent Liabilities and Commitments The Company is presently named in a private class action brought under California's Unfair Business Practices Act: Soriano v. Stewart Title. In a related matter, The Company is an unnamed and unserved defendant in a large class action filed by the California Attorney General against a class of all title companies in the State of California. The lawsuit seeks restitution and injunctive relief against an unidentified defendant class of all title companies in the state, based on alleged title company practices concerning escheatment, fees and banking services credits. The Company is in settlement discussion with the California Attorney General. Although the ultimate disposition of these lawsuits cannot be predicted with certainty, it is the opinion of the Company's management and its outside counsel that the outcome of any claim, whether individually or on a combined basis, will not have a materially adverse effect on the consolidated financial condition of the Company. -5-
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations GENERAL The Company's two segments of operations are title insurance ("Title") and real estate information ("REI"). In general, the principal factors that contribute to increases in the Company's operating revenues for both segments include declining mortgage interest rates (which usually increase home sales and refinancing transactions), rising home prices, higher premium rates, increased market share, additional revenues from new offices and increased revenues from commercial transactions. Although relatively few in number, large commercial transactions typically yield higher premiums. Mortgage interest rates, which averaged 7.0% in the first quarter of 1999, rose over the rest of the year to about 7.9% at the end of the year. Rates in early 2000 increased again to an average of 8.3% for the first six months of 2000. Existing and new home sales declined about 5.8% in the first six months of 2000 compared with the first six months of 1999. Refinancing transactions decreased during the second half of 1999 and the first six months of 2000. Refinance activity dropped from representing 33.9 percent of total applications in the first six months of 1999 to 14.2 percent in the same period of 2000, as reported by industry experts. A comparison of the results of operations of the Company for the first six months of 2000 with the first six months of 1999 follows. REVENUES Revenues from title premiums and fees decreased $105.4 million, or 21.0%, from a year ago. Mortgage interest rates were significantly higher in the first six months of 2000 than in the same period a year ago, decreasing real estate sales and refinancing transactions. The number of closings handled by the Company decreased 18.1%. Closings decreased in California, Texas, Arizona, Colorado and most other states. The average revenue per closing increased in 2000 due to higher home prices and a smaller number of refinancings, which generate lower premiums. Increases in revenues from commercial transactions also contributed to higher revenues per closing in 2000. Other revenues in the first six months of 1999 included a $1.1 million pretax gain resulting from a settlement of a lawsuit and a related sale of an equity ownership in a title agency. Real estate information revenues were $25.2 million in 2000 and $31.3 million in 1999. The decrease was primarily due to the decline in real estate activity. Investment income increased 7.1% in 2000 primarily due to an increase in the average balances invested. EXPENSES Premiums earned from agents were $223.3 million in 2000 and $314.0 in 1999. The amounts retained by agents, as a percentage of premiums, were 80.7% and 81.0% for the six months ended June 30, 2000 and June 30, 1999, respectively. Amounts retained by title agents are based on contracts between agents and the title underwriters of the Company. The percentage that amounts retained by agents bears to agent revenues may vary from year to year because of the geographical mix of agent operations and the volume of title revenues. Employee expenses for the combined business segments decreased $1.7 million, or 1.2%, in 2000 primarily because of a lower average number of employees during the first six months of 2000 compared to a year ago. Employee costs for the title segment decreased slightly, while employee costs for the REI segment showed a small increase. The number of employees in existing title offices at the end of the first six months of 2000 was reduced approximately 7.7% from a year ago. The reduction in the number of employees was offset, however, by significant increases in newly acquired and startup offices, expansion of national marketing operations to gain market share and continued expansion in technology. -6-
Other operating expenses increased by $2.0 million, or 2.5%, in 2000. The decreases in other operating expenses due to the reduction in Title and REI business volume were more than offset by expenses that increased which include expenses of new offices, rent and search fees. Other significant components of other operating expenses are title plant expenses, supplies, computer costs, business promotion, telephone, travel, premium taxes, cost of resale services and products, policy forms bad debts and delivery costs. Provisions for title losses and related claims were down $3.1 million, or 14.5%, in 2000. As a percentage of title premiums, fees and related revenues, the provision in the first six months of 2000 was 4.6% versus 4.2% in 1999. The provision (benefit)for income taxes represented effective tax rates of 38.0% and 37.5% in 2000 and 1999, respectively. A comparison of the results of operations of the Company for the second quarter of 2000 with the second quarter of 1999 follows. REVENUES Revenues from title premiums and fees decreased $68.8 million, or 25.0%, from a year ago. Mortgage interest rates were significantly higher in the second quarter of 2000 than in the same period a year ago, decreasing real estate sales and refinancing transactions. The number of closings handled by the Company decreased 11.9%. Closings decreased in California, Texas, Arizona and most other states. The average revenue per closing increased in 2000 due to higher home prices and a smaller number of refinancings, which generate lower premiums. Real estate information revenues were $13.0 million in 2000 and $16.2 million in 1999. The decrease was primarily due to the decline in real estate activity. Investment income increased 8.9% in 2000 primarily due to an increase in the average balances invested and higher yields. EXPENSES Premiums earned from agents were $110.3 million in 2000 and $175.8 in 1999. The amounts retained by agents, as a percentage of premiums, were 81.1% and 80.9% for the second quarter of 2000 and 1999, respectively. Amounts retained by title agents are based on contracts between agents and the title underwriters of the Company. The percentage that amounts retained by agents bears to agent revenues may vary from year to year because of the geographical mix of agent operations and the volume of title revenues. Employee expenses for the combined business segments decreased $0.8 million, or 1.1%, in 2000 primarily because of a lower average number of employees during the second quarter of 2000 compared to a year ago. The decrease was partly offset by higher average rates of compensation. Employee costs for the title segment decreased slightly, while employee costs for the REI segment showed a small increase. The number of employees in existing title offices at the end of the first six months of 2000 was reduced approximately 7.7% from a year ago. The reduction in the number of employees was offset, however, by significant increases in newly acquired and startup offices, expansion of national marketing operations to gain market share and continued expansion in technology. Other operating expenses decreased by $0.6 million, or 1.5%, in 2000. Other operating expenses decreased due to the decrease in Title and REI business volume offset by expenses that increased which include expenses of new offices and rent. Other significant components of other operating expenses are title plant expenses, supplies, computer costs, business promotion, telephone, travel, premium taxes, cost of resale services and products, policy forms, bad debts, search fees and delivery costs. Provisions for title losses and related claims were down $2.4 million, or 19.9% in 2000. As a percentage of title premiums, fees and related revenues, the provision in the second quarter of 2000 increased to 4.6% versus 4.3% in 1999. The provision for income taxes represented effective tax rates of 36.7% and 37.5% in 2000 and 1999, respectively. -7-
YEAR 2000 ISSUE Information technology is a crucial part of the Company's business. Accordingly, the Company completed a comprehensive Year 2000 ("Y2K") readiness program that addressed challenges associated with the Y2K issue. As a result of this program, the Company encountered no major automation or business disruption due to Y2K issues. The Company continues to operate normally across all business units and geographies and will continue to monitor operations through 2000. The total costs incurred for the Y2K readiness program were $3.6 million. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operations represents the primary source of financing for the Company, but this may be supplemented by bank borrowings. The capital resources of the Company and the present debt-to-equity relationship are considered satisfactory. During the first six months of 2000, the Company financed a portion of various acquisitions through the issuance of Common Stock totaling $1.8 million. Acquisitions during the first six months of 2000 have resulted in an increase in goodwill of $6.3 million. FORWARD LOOKING STATEMENTS All statements included in this report, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements. Such forward-looking statements are subject to risks and uncertainties including, among other things, changes in mortgage interest rates, employment levels, actions of competitors, changes in real estate markets, general economic conditions and legislation (primarily legislation related to insurance) and other risks and uncertainties discussed in the Company's filings with the Securities and Exchange Commission. Item 3: Quantitative and Qualitative Disclosures About Market Risk There have been no material changes in the Company's investment strategies, types of financial instruments held or the risks associated with such instruments which would materially alter the market risk disclosures made in the Company's Annual Statement on Form 10-K for the year ended December 31, 1999. -8-
PART II Page ---------- Item 1. Legal Proceedings 10 Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K (a) Index to exhibits (b) There were no reports on Form 8-K filed during the quarter ended June 30, 2000. -9-
ITEM 1. LEGAL PROCEEDINGS The Registrant is a party to routine lawsuits incidental to its business, most of which involve disputed policy claims. In many of these suits, the plaintiff seeks exemplary or treble damages in excess of policy limits based on the alleged malfeasance of an issuing agent of the Registrant. The Registrant does not expect that any of these proceedings will have a material adverse effect on its financial condition. ITEM 5. OTHER INFORMATION The Board of Directors has approved a plan to repurchase up to 5 percent (680,000 shares) of the Company's currently issued and outstanding Common Stock. The Board also determined that the Company's regular quarterly dividend should be discontinued in favor of returning those and additional funds to stockholders through the stock purchase plan. As of June 30, 2000, the Company had repurchased a total of 85,200 shares under this plan. -10-
SIGNATURE Pursuant to the requirements of the Securities and 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) August 10, 2000 - ---------------- Date /S/ MAX CRISP ----------------------------------------------- Max Crisp (Vice President-Finance, Secretary-Treasurer, Director and Principal Financial and Accounting Officer) -11-
INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4. - Rights of Common and Class B Common Stockholders 27.0 - Financial data schedule 28.2 - Details of investments as reported in the Quarterly Report to Shareholders