1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[ x ][x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2001
[ ] 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[X] No --- ---[ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.July 31, 2001.
Common 14,177,13714,207,834
Class B Common 1,050,012
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FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31,June 30, 2001
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 5Item 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 6
Part II
1. Legal Proceedings 8
5. Other Information 8
6. Exhibits and Reports on Form 8-K 7
Signature 9
Part II
1. Legal Proceedings 11
4. Submission of Matters to a Vote of Security Holders 11
5. Other Information 11
6. Exhibits and Reports on Form 8-K 10
Signature 12
As used in this report, "we", "us", "our" and "Stewart" mean Stewart Information
Services Corporation and our subsidiaries unless the context indicates
otherwise.
3
STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS
FOR THE THREEQUARTERS AND SIX MONTHS ENDED
MARCH 31,JUNE 30, 2001 and 2000
THREESECOND QUARTER SIX MONTHS
ENDED
--------------------------------------- --------------------
2001 2000 ------- ------2001 2000
---------- --------- -------- --------
($000 Omitted) ($000 Omitted)
Revenues
Title premiums, fees and
other revenues 223,941 191,582292,273 206,880 516,214 398,462
Real estate information
services 14,462 12,19917,429 13,028 31,891 25,227
Investment income 5,545 4,7624,500 4,709 10,045 9,471
Investment gains
(losses) --- net 353 (340)45 53 398 (287)
--------- -------- ------- -------
244,301 208,203314,247 224,670 558,548 432,873
Expenses
Amounts retained by agents 101,044 90,839127,445 89,418 228,489 180,257
Employee costs 79,352 68,67490,916 73,136 170,268 141,810
Other operating expenses 42,150 39,06150,179 42,487 92,329 81,548
Title losses and
related claims 9,595 8,56011,917 9,547 21,512 18,107
Depreciation and
amortization 5,268 5,0915,598 5,135 10,866 10,226
Interest 659 381784 486 1,443 867
Minority interests 1,225 9442,171 1,501 3,396 2,445
--------- -------- ------- -------
239,293 213,550289,010 221,710 528,303 435,260
--------- -------- ------- -------
Earnings (loss) before taxes 5,008 (5,347)25,237 2,960 30,245 (2,387)
Income taxes (benefit) 1,935 (1,993)9,799 1,086 11,734 (907)
--------- -------- ------- -------
Net earnings (loss) 3,073 (3,354)15,438 1,874 18,511 (1,480)
========= ======== ======= =======
Average number of shares
outstanding --- assuming
dilution (000) 15,268 14,81115,385 14,908 15,327 14,860
Earnings (loss) per share
--- basic 0.20 (0.23)1.01 0.13 1.22 (0.10)
Earnings (loss) per share
--- diluted 0.20 (0.23)1.00 0.13 1.21 (0.10)
========= ======== ======= =======
Comprehensive earnings:
Net earnings (loss) 3,073 (3,354)15,438 1,874 18,511 (1,480)
Changes in unrealized
investment gains, net of
taxes of $1,160$(590), $(80),
$571 and $293, respectively 2,155 544$213 (1,095) (148) 1,060 396
--------- -------- ------- -------
Comprehensive earnings (loss) 5,228 (2,810)
=======14,343 1,726 19,571 (1,084)
========= ======== ======== =======
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STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31,JUNE 30, 2001 AND DECEMBER 31, 2000
MAR 31JUN 30 DEC 31
2001 2000
------ ---------------- ----------
($000 Omitted)
Assets
Cash and cash equivalents 44,98570,734 35,728
Short-term investments 48,91452,815 53,748
Investments --- statutory reserve funds 212,548218,602 206,150
Investments --- other 48,75040,011 52,242
Receivables 51,67855,554 57,039
Property and equipment 44,75344,436 45,459
Title plants 33,52437,546 32,491
Goodwill 47,34844,525 36,693
Deferred income taxes 7,3184,973 7,352
Other 35,99640,617 36,546
------- -------
575,814---------- ----------
609,813 563,448
======= ================= ==========
Liabilities
Notes payable 40,80641,436 32,543
Accounts payable and accrued liabilities 33,08650,794 38,617
Estimated title losses 191,725191,849 190,298
Minority interests 7,1297,795 6,901
Contingent liabilities and commitments
Stockholders' equity
Common and Class B Common Stock and
additional paid-in capital 87,40487,932 84,653
Retained earnings 213,133228,571 210,060
Accumulated other comprehensive earnings 4,0432,948 1,888
Treasury stock - 116,900 shares, at cost (1,512) (1,512)
------- ----------------- -----------
Total stockholders' equity
($19.9120.84 per share at
March 31,June 30, 2001) 303,068317,939 295,089
------- -------
575,814---------- -----------
609,813 563,448
======= ================= ===========
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STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2001 AND 2000
2001 2000
--------------- --------
($000 Omitted)
Cash provided (used) by operating activities (Note) 10,220 (9,095)44,566 6,544
Investing activities:
Purchases of property and equipment and title
plants --- net (3,803) (4,822)(8,184) (11,684)
Proceeds from investments matured and sold 34,612 30,36144,094 41,187
Purchases of investments (28,964) (19,059)(40,187) (24,222)
Increases in notes receivable (897) (2,281)(1,402) (2,389)
Collections on notes receivable 704 3381,734 526
Cash paid for equity in investees -- (2,555)
Cash paid for the acquisition of subsidiaries --- net (5,185) (3,844)
------- -------(6,661) (5,163)
--------- ---------
Cash (used) providedused by investing activities (3,533) 693(10,606) (4,300)
Financing activities:
Repurchases of common stock -- (1,104)
Distribution to minority interests (961) (824)(2,590) (2,234)
Proceeds from issuance of stock 92 --
Proceeds of notes payable 4,907 4,4888,633 9,519
Payments on notes payable (1,376) (1,327)
------- -------(5,089) (2,971)
--------- ---------
Cash provided by financing activities 2,570 2,337
------- -------1,046 3,210
--------- ---------
Increase (decrease) in cash and cash equivalents 9,257 (6,065)
======= =======35,006 5,454
========= ==========
NOTE: Reconciliation of net earnings (loss) to the
above amounts ---
Net earnings (loss) 3,073 (3,354)18,511 (1,480)
Add (deduct):
Depreciation and amortization 5,268 5,09110,866 10,226
Provision for title losses in excess of payments 1,427 39788 2,515
Provision for uncollectible amounts --- net (149) 0(140) (54)
Decrease in accounts receivable --- net 5,969 1,036
Decrease1,634 3,149
Increase (decrease) in accounts payable and
accrued liabilities --- net (5,686) (12,123)11,876 (10,432)
Minority interest expense 1,225 9443,396 2,445
Equity in net earnings(earnings) loss of investees (160) (41)(1,159) 110
Realized investment (gains) losses --- net (353) 340(398) 287
Stock bonuses 356 482416 541
Increase in other assets (801) (1,893)(2,095) (1,428)
Other --- net 51 384
------- -------871 665
--------- --------
Cash provided (used) by operating activities 10,220 (9,095)
======= =======44,566 6,544
========= ========
Supplemental information:
Assets acquired (purchase method)
Goodwill 10,958 3,8679,138 4,799
Title plants 1,019 884,906 188
Other 523 4551,965 1,961
Liabilities assumed (4,815) (126)(1,439) (28)
Common Stock issued (2,500) (440)
-------- -------(2,900) (1,757)
Debt issued to sellers (5,009) --
--------- ---------
Cash paid for acquisitions 5,185 3,844
======== =======6,661 5,163
========= =========
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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 March 31,June 30, 2001 and 2000, and as of March 31,June 30, 2001, is unaudited. In
the opinion of our 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 2000 condensed consolidated financial statements have
been reclassified for comparative purposes. Net loss,earnings (loss), as previously
reported, waswere not affected.
Note 2: Segment Information
The Company'sOur two reportable segments are title and real estate information. Selected
financial information related to these segments follows:
Real Estate
Title Information Total
----- ----------- -----
($000 Omitted)
Revenues:
- ---------
Three months ended
3/31/01 229,839 14,462 244,301
3/31/00 196,004 12,199 208,203
Pretax Earnings (Loss):
- -----------------------
Three months ended
3/31/01 4,345 663 5,008
3/31/00 (3,656) (1,691) (5,347)
Identifiable Assets:
- --------------------
3/31/01 536,341 39,473 575,814Real estate
Title information Total
----- ----------- -----
($000 Omitted)
Revenues:
- ---------
Three months ended
6/30/01 296,818 17,429 314,247
6/30/00 211,642 13,028 224,670
Six months ended
6/30/01 526,657 31,891 558,548
6/30/00 407,646 25,227 432,873
Pretax earnings (loss):
- -----------------------
Three months ended
6/30/01 22,786 2,451 25,237
6/30/00 4,103 (1,143) 2,960
Six months ended
6/30/01 27,131 3,114 30,245
6/30/00 447 (2,834) (2,387)
Identifiable assets:
- --------------------
6/30/01 568,896 40,917 609,813
12/31/00 525,045 38,403 563,448
Note 3: Earnings (Loss) Per Share
The Company'sOur basic earnings (loss) per share figures were calculated by dividing net
earnings (loss) 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 (loss) per share for the Company related to itsour 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 158,000140,000 and 102,000 for the three month
period ending
March 31,periods ended June 30, 2001 and 2000, respectively and 148,000 for the six
months ended June 30, 2001.
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Note 4: Equity in Investees
The amount of earnings (loss) from equity investments was $0.2 million and $0.0
million for the three month periods ended June 30, 2001 and 2000, respectively
and $1.2 million and $(0.1) million for the six month periods ended June 30,
2001 and 2000, respectively. These amounts are included in "title premiums, fees
and other revenues" in the condensed consolidated statements of earnings and
comprehensive earnings.
Note 5: Changes in Accounting Principles
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations". This
statement is effective for all business combinations initiated after June 30,
2001 and requires the purchase method of accounting be used for all business
combinations. The Company doesadoption of SFAS 141 will not have a material effect on our
consolidated financial position or results of operations.
In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible
Assets". This statement is effective for fiscal years beginning after December
15, 2001 and provides that goodwill and certain intangible assets remain on the
balance sheet and not be amortized. Instead, goodwill will be tested for
impairment annually and goodwill determined to be impaired will be expensed to
current operations. Goodwill amortization was $1.4 million and $1.0 million for
the six month periods ended June 30, 2001 and 2000, respectively. Goodwill
amortization was $1.8 million for the year ended December 31, 2000. We have not
fully determined the impact that this statement will have on our consolidated
financial position or results of operations.
We do not invest in hedging or derivative instruments nor does itdo we intend to do so
in the future. Accordingly, FASSFAS 133, "Accounting for Derivative Instruments and
Hedging Activities" (as amended), which became effective January 1, 2001 for the Company,us,
has no impact on theour condensed consolidated financial statements.
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Item 2.2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
A comparisonGENERAL
Our primary business is title insurance. We issue policies on homes and
other real property located in all 50 states, the District of the results of operations of the Company for the first quarter
of 2001 with the first quarter of 2000 follows.
GENERAL. The Company'sColumbia and
several foreign countries through more than 5,600 issuing locations. We also
sell electronically delivered real estate services and information, as well as
mapping products and geographic information systems, to domestic and foreign
governments and private entities.
Our business has two segments of operations aremain segments: title and real estate information,
("REI"). In general,or REI. These segments are closely related due to the nature of their operations
and common customers. The segments provide services throughout the United States
through a network of offices, including both direct operations and agents.
Although we conduct operations in several international markets, at current
levels they are generally immaterial with respect to our consolidated financial
results.
RESULTS OF OPERATIONS
Generally, the principal factors that contribute to increases in the Company'sour
operating revenues for bothour title and REI segments includeinclude:
o declining mortgage interest rates, (whichwhich usually increase home sales
and refinancing transactions),transactions;
o rising home prices,prices;
o higher premium rates,rates;
o increased market share,share;
o additional revenues from our new offices and
o increased revenues from our commercial transactions.
AlthoughOur large commercial transactions, although relatively few in number, large commercial
transactions typically
yield higher premiums.
SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000
General. According to published industry data, interest rates for
30-year fixed mortgages, excluding points, for the threesix months ended March 31,June 30,
2001 averaged 7.01%7.1% as compared to 8.26%8.3% for the same period in 2000.
Because of a year earlier. The rates at
year-end 1999 were just over 8%. In 2000, an upward trend continued, with rates
reaching a peak of 8.5% in May. Then, rates declined for seven consecutive
months. At year-end 2000 rates were 7.4%.
Operating in thesefavorable mortgage interest rate environments,environment, real estate
activity in the first threesix months of 2001 was very strong. Refinancing
transactions increased significantly. Existing home sales increased 9.9% in the first quarter
of 2001 over the same period in 2000. The ratio of refinancings to total loan
applications was 56.9%52.2% for the first quartersix months of 2001 compared to 18.7%16.2% for
the first quarter ofsame period in 2000. TITLE REVENUES. The Company's revenues from premiums, fees and other revenuesExisting home sales increased 16.9%6.9% in the first threesix
months of 2001 over the same period in 2000.
Title revenues. Our revenues from premiums, fees and other revenues
increased 29.6% in the first six months of 2001 over the first six months of
2000.
Revenues from direct business increased 27.5%35.0% to $100.2$236.5 million. The
number of direct closings we handled byincreased 48.5% in the Company increased 32.9%first six months of
2001 over the same period in 2001.2000. Direct closings relate only to files closed by the Company'sthat our
underwriters and subsidiaries close and do not include closings fromby agents. The
average revenue per direct closing decreased 4.4%9.7% in the first six months of
2001 compared to the same period in 2000 because of the significant increase
in 2001during that period in the number of refinancings with their lower premiums. There were
no major revenue rate changes in the first six months of 2001 or 2000.
Premiums from independent agents increased 9.5%25.3% to $123.7$279.7 million for
the six months ended June 30, 2001 compared to the same period in 2001.2000. The
increase resulted primarily from increased refinancings and regular transactions
handled by agents nationwide. The largest increases were in California, Florida
and Texas.Ohio.
REI REVENUES.revenues. Real estate information revenues were $14.5$31.9 million infor
the six months ended June 30, 2001 and $12.2$25.2 million infor the six months ended
June 30, 2000. The increase in 2001 resulted primarily from providing an increased
number of post-closing services, Section 1031 tax-deferred exchanges and
electronic mortgage documents resulting from the increase in real estate
transactions.
INVESTMENTS.-6-
9
Investments. Investment income increased 16.4%6.1% in the first six months
of 2001 compared to the first six months of 2000 primarily because of increasesan
increase in yields.average balances. Investment gains in 2001during this period were realized
as part of the ongoing management of the investment portfolio for the purpose of
improving performance.
AGENT RETENTION.Agent retention. The amounts retained by agents, as a percentage of
premiums from agents, were 81.7% and 80.4%80.7% in the yearsfirst six months of 2001 and
2000, respectively. Amounts retained by title agents are based on contracts
between agents and theour title insurance underwriters of the Company.underwriters. The percentage that amounts
retained by agents bearbears to agent revenues may vary from year to year because of
the geographical mix of agent operations and the volume of title revenues.
EMPLOYEE COSTS.Employee costs. Employee costs for the combined business segments
increased 15.5%20.1% for the six months ended June 30, 2001 compared to the same
period in 2001.2000. The number of persons we employed by the Company at March 31,June 30, 2001 and March 31,June 30,
2000 was 5,873approximately 6,300 and 5,6145,700, respectively. The increase in staff in
2001 was primarily
the result of acquisitions of new offices.
In the REI segment, employee costs increased in the first six months of
2001 and 2000 primarily due to a continuing shift in focus to providing more
post-closing services to lenders. These services are significantly more labor
intensive.
OTHER OPERATING EXPENSES.Other operating expenses. Other operating expenses for the combined
business segments increased 7.9%13.2% in the first six months of 2001. The overall increase
in other operating expenses for the combined business segments in 2001 was induring this
period resulted from new offices, computersearch fees and rent. These costs rent and search fees. These were offset
partially by reductions in bad
debts and products purchased for resale.
Other operating expenses also include title plant expenses, travel,
delivery costs, premium taxes, business promotion, REI expenses, telephone,
supplies and policy forms. Most of these expenses follow, to varying degrees,
the changes in transaction volume and revenues.
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8
The Company'sOur labor and certain other operating costs are sensitive to inflation.
To the extent inflation causes increases in the prices of homes and other real
estate, premium revenues are also increased.increase. Premiums are determined in part by the
insured values of the transactions handled bywe handle.
Title losses. For the Company.
TITLE LOSSES. Provisionssix months ended June 30, provisions for title
losses, as a percentage of title premiums, fees and other revenues, were 4.3%4.2% in
2001 and 4.5% in 2000. The continued improvement in industry trends in claims
and increases in refinancing transactions, which result in lower loss exposure,
have led to lower loss ratios in recent years.
INCOME TAXES.Income taxes. The provision for federal and state income taxes
represented effective tax rates of 38.6%38.8% and 37.3%38.0% in the first six months of
2001 and 2000, respectively.
THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000
General. According to published industry data, interest rates for
30-year fixed mortgages, excluding points, for the three months ended June 30,
2001 averaged 7.1% as compared to 8.3% for the same period in 2000.
Because of a favorable mortgage interest rate environment, real estate
activity in the second quarter of 2001 was very strong. Refinancing transactions
increased significantly. The ratio of refinancings to total loan applications
was 47.4% for the second quarter of 2001 compared to 14.2% for the second
quarter of 2000. Existing home sales increased 4.1% in the second quarter of
2001 over the same period in 2000.
Title revenues. Our revenues from premiums, fees and other revenues
increased 41.3% in the second quarter of 2001 over the same period in 2000.
Revenues from direct business increased 41.1% to $136.3 million. The
number of direct closings we handled increased 61.9% in the second quarter of
2001. Direct closings relate only to files that our underwriters and
subsidiaries close and do not include closings by agents. The average revenue
per direct closing decreased 13.7% in the second quarter of 2001 compared to the
same period in 2000 because of the significant increase during that period in
the number of refinancings with lower premiums. There were no major revenue rate
changes in the second quarter of 2001 or 2000.
Premiums from independent agents increased 41.4% to $156.0 million for
the second quarter of 2001 compared to the same period in 2000. The increase
resulted primarily from increased refinancings and regular transactions handled
by agents nationwide. The largest increases were in Florida, Ohio, California
and Utah.
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10
REI revenues. Real estate information revenues were $17.4 million for
the second quarter of 2001 and $13.0 million for the second quarter of 2000. The
increase resulted primarily from providing an increased number of post-closing
services, Section 1031 tax-deferred exchanges and electronic mortgage documents
resulting from the increase in real estate transactions.
Investments. Investment income decreased 4.4% in the second quarter of
2001 compared to the second quarter of 2000 primarily because of decreases in
yields. Investment gains during this period were realized as part of the ongoing
management of the investment portfolio for the purpose of improving performance.
Agent retention. The amounts retained by agents, as a percentage of
premiums from agents, were 81.7% and 81.1% in the second quarters of 2001 and
2000, respectively. Amounts retained by title agents are based on contracts
between agents and our title insurance underwriters. 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 costs. Employee costs for the combined business segments
increased 24.3% in the second quarter of 2001 compared to the same period in
2000. The number of persons we employed at June 30, 2001 and June 30, 2000 was
approximately 6,300 and 5,700, respectively. The increase was primarily the
result of acquisitions of new offices.
In the REI segment, employee costs increased in the second quarter of
2001 over 2000 primarily due to a continuing shift in focus to providing more
post-closing services to lenders. These services are significantly more labor
intensive.
Other operating expenses. Other operating expenses for the combined
business segments increased 18.1% in the second quarter of 2001. The increase in
other operating expenses for the combined business segments during this period
resulted from new offices, search fees and rent. These costs were offset
partially by reductions in products purchased for resale.
Other operating expenses also include title plant expenses, travel,
delivery costs, premium taxes, business promotion, REI expenses, telephone,
supplies and policy forms. Most of these expenses follow, to varying degrees,
the changes in transaction volume and revenues.
Our labor and certain other operating costs are sensitive to inflation.
To the extent inflation causes increases in the prices of homes and other real
estate, premium revenues also increase. Premiums are determined in part by the
insured values of the transactions we handle.
Title losses. For the second quarter, provisions for title losses, as a
percentage of title premiums, fees and other revenues, were 4.1% in 2001 and
4.6% in 2000. The continued improvement in industry trends in claims and
increases in refinancing transactions, which result in lower loss exposure, have
led to lower loss ratios in recent years.
Income taxes. The provision for federal and state income taxes
represented effective tax rates of 38.8% and 36.7% in the second quarters of
2001 and 2000, respectively.
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.RESOURCES
During the first threesix months of 2001, the Companywe financed a portion of variousthe purchase price
of two acquisitions through the issuance of Common Stock totaling $2.5 million.$2.9 million of our common stock.
Acquisitions during the first threesix months of 2001 have resulted in additions to our
goodwill of $11.0$9.1 million.
To facilitate further acquisitions, the CompanyWe filed a registration statement with the Securities and Exchange Commission to
sell from time to time up to $75 million of common stock. The registration
statement was filed on March 30, 2001 and became effective on June 26, 2001.
Internally generated cash flow has not yet become effective.been the primary source of financing for
additions to property and equipment, expanding operations and other
requirements. This statement does not constitute an offersource may be supplemented by bank borrowings.
A substantial majority of any
securitiesconsolidated cash and investments is held by Stewart
Title Guaranty Company and its subsidiaries. Cash transfers among Stewart Title
Guaranty Company and its subsidiaries and us are subject to certain legal
restrictions. See Notes 3 and 4 to our consolidated financial statements
included in our Annual Report on Form 10-K for sale.
FORWARD-LOOKING STATEMENTS.the year ended December 31, 2000.
Our liquidity, excluding Stewart Title Guaranty Company and its subsidiaries,
comprised cash and investments aggregating $3.0 million and short-term
liabilities of $0.5 million at June 30, 2001. We know of no commitments or
uncertainties that are likely to materially affect our ability, or our
subsidiaries' ability, to fund cash needs.
-8-
11
We consider our capital resources, represented primarily by notes payable of
$41.4 million and stockholders' equity of $317.9 million at June 30, 2001, to be
adequate.
FORWARD LOOKING STATEMENTS
All statements included in this report, other than statements of historical
facts, which address activities, events or developments that the Company expectswe expect 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(primarily legislation related to insurance,insurance) and
other risks and uncertainties discussed in the Company'sour filings with the Securities and
Exchange Commission.
Item 3.3: Quantitative and Qualitative Disclosures aboutAbout Market Risk
There have been no material changes in the Company'sour 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'sour Annual StatementsStatement
on Form 10-K for the year ended December 31, 2000.
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912
PART II
Page
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Item 1. Legal Proceedings 8
Item 5. Other Information 8
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
March 31,Page
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Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
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, 2001.
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ITEM 1. LEGAL PROCEEDINGS
The Registrant isWe are a party to routinea number of lawsuits incidental to itsincurred in connection with
our business, most of which involveare of a routine nature involving 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
doesagent.
We do not expect that any of these proceedings will have a material adverse
effect on itsour consolidated financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Our Annual Meeting of Stockholders was held on April 27, 2001 for the
purpose of electing a board of directors. Proxies for the meeting were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was
no solicitation in opposition to management's solicitations.
(c) Brief description of each matter voted:
Election of directors.
A. Directors Elected by Common Stockholders:
Number of Shares
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Votes For Votes Withheld
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Lloyd Bentsen, III 12,640,219 24,149
Nita B. Hanks 12,635,733 28,635
Dr. E. Douglas Hodo 12,637,627 26,741
Dr. W. Arthur Porter 12,640,431 23,937
Martin J. Whitman 12,641,860 22,508
B. Directors Elected by Class B Common Stockholders:
Number of Shares
-------------------------------------
Votes For Votes Withheld
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Max Crisp 1,050,012 0
Paul W. Hobby 1,050,012 0
Malcolm S. Morris 1,050,012 0
Stewart Morris, Jr. 1,050,012 0
ITEM 5. OTHER INFORMATION
The CompanyWe paid regular quarterly cash dividends on its Common Stockour common stock from 1972
through 1999. During 1999, theour Board of Directors approved a plan to repurchase
up to 5 percent (680,000 shares) of the Company'sour outstanding Common
Stock. Thecommon stock. Our Board also
determined that the Company'sdecided to discontinue our regular quarterly dividend
should be discontinued in favor of returning
those and additional funds to stockholdersstockholders' equity through the stock repurchase
plan. Under this plan, the Companywe repurchased 116,900 shares of Common Stockcommon stock during
2000. No repurchases have been
made duringWe did not repurchase any shares of our common stock in the first threesix
months of 2001.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant haswe have
duly caused this report to be signed on itsour behalf by the undersigned thereunto
duly authorized.
Stewart Information Services Corporation
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(Registrant)
May 11,August 7, 2001
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Date
By:
/S/ MAX CRISP
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Max Crisp
(Vice President-Finance, Secretary-Treasurer,
Director and Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4. - Rights of Common and Class B Common Stockholders
99.1 - Details of investments