1
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 JuneSeptember 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 July 31,November 2, 2001.
Common 14,207,83416,728,570
Class B Common 1,050,012
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FORM 10-Q
QUARTERLY REPORT
Quarter Ended JuneSeptember 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 6
3. Quantitative and Qualitative Disclosures About
Market Risk 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 QUARTERS AND SIXNINE MONTHS ENDED
JUNESEPTEMBER 30, 2001 and 2000
SECONDTHIRD QUARTER SIXNINE MONTHS
--------------------- --------------------------------------------- -------------------------
2001 2000 2001 2000
---------- --------- -------- ------------------ ---------- ----------
($000 Omitted) ($000 Omitted)
($000 Omitted) ($000 Omitted)
Revenues
Title premiums, fees and other revenues 292,273 206,880 516,214 398,462316,600 220,201 832,814 618,663
Real estate information services 17,429 13,028 31,891 25,22717,021 14,019 48,912 39,246
Investment income 4,500 4,709 10,045 9,4714,748 4,777 14,793 14,248
Investment gains (losses) - net 45 53 398 (287)
--------- -------- ------- -------
314,247 224,670 558,548 432,873372 7 770 (280)
---------- ---------- ---------- ----------
338,741 239,004 897,289 671,877
Expenses
Amounts retained by agents 127,445 89,418 228,489 180,257150,417 100,514 378,906 280,771
Employee costs 90,916 73,136 170,268 141,81094,453 75,398 264,721 217,208
Other operating expenses 50,179 42,487 92,329 81,54850,241 43,465 142,570 125,013
Title losses and related claims 11,917 9,547 21,512 18,10713,243 9,340 34,755 27,447
Depreciation and5,171 5,172 14,668 14,444
Goodwill amortization 5,598 5,135 10,866 10,226540 403 1,909 1,357
Interest 784 486 1,443 867605 497 2,048 1,364
Minority interests 2,171 1,501 3,396 2,445
--------- -------- ------- -------
289,010 221,710 528,303 435,260
--------- -------- ------- -------1,792 1,341 5,188 3,786
---------- ---------- ---------- ----------
316,462 236,130 844,765 671,390
---------- ---------- ---------- ----------
Earnings (loss) before taxes 25,237 2,960 30,245 (2,387)22,279 2,874 52,524 487
Income taxes (benefit) 9,799 1,086 11,734 (907)
--------- -------- ------- -------9,276 1,116 21,010 209
---------- ---------- ---------- ----------
Net earnings (loss) 15,438 1,874 18,511 (1,480)
========= ======== ======= =======13,003 1,758 31,514 278
========== ========== ========== ==========
Average number of shares outstanding -
assuming dilution (000) 15,385 14,908 15,327 14,86016,751 15,018 15,806 14,913
Earnings (loss) per share - basic 1.01 0.13 1.22 (0.10).78 .12 2.01 .02
Earnings (loss) per share - diluted 1.00 0.13 1.21 (0.10)
========= ======== ======= =======.78 .12 1.99 .02
========== ========== ========== ==========
Comprehensive earnings:
Net earnings (loss) 15,438 1,874 18,511 (1,480)13,003 1,758 31,514 278
Changes in unrealized investment gains,
net of taxes of $(590), $(80),
$571$1,418, $916, $1,988
and $213 (1,095) (148) 1,060 396
--------- -------- ------- -------$1,129 2,633 1,701 3,693 2,097
---------- ---------- ---------- ----------
Comprehensive earnings (loss) 14,343 1,726 19,571 (1,084)
========= ======== ======== =======15,636 3,459 35,207 2,375
========== ========== ========== ==========
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4
STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNESEPTEMBER 30, 2001 AND DECEMBER 31, 2000
JUNSEP 30 DEC 31
2001 2000
---------- ----------
($000 Omitted)
Assets
Cash and cash equivalents 70,73459,762 35,728
Short-term investments 52,81561,031 53,748
Investments - statutory reserve funds 218,602235,410 206,150
Investments - other 40,01185,405 52,242
Receivables 55,55444,749 57,039
Property and equipment 44,43645,235 45,459
Title plants 37,54637,668 32,491
Goodwill 44,52544,956 36,693
Deferred income taxes 4,9733,370 7,352
Other 40,61737,094 36,546
---------- ----------
609,813654,680 563,448
========== ==========
Liabilities
Notes payable 41,43616,614 32,543
Accounts payable and accrued liabilities 50,79452,418 38,617
Estimated title losses 191,849199,094 190,298
Minority interests 7,7957,921 6,901
Contingent liabilities and commitments
Stockholders' equity
Common and Class B Common Stock and
additional paid-in capital 87,932132,990 84,653
Retained earnings 228,571241,574 210,060
Accumulated other comprehensive earnings 2,9485,581 1,888
Treasury stock - 116,900 shares, at cost (1,512) (1,512)
---------- ---------------------
Total stockholders' equity ($20.8421.30 per share at
JuneSeptember 30, 2001) 317,939378,633 295,089
---------- -----------
609,813----------
654,680 563,448
========== =====================
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5
STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2001 AND 2000
2001 2000
------- ------------------ ----------
($000 Omitted)
Cash provided by operating activities (Note) 44,566 6,54480,835 17,272
Investing activities:
Purchases of property and equipment and title plants - net (8,184) (11,684)(12,906) (16,446)
Proceeds from investments matured and sold 44,094 41,18773,195 51,360
Purchases of investments (40,187) (24,222)(135,283) (48,863)
Increases in notes receivable (1,402) (2,389)(2,138) (2,795)
Collections on notes receivable 1,734 526
Cash paid for equity in investees -- (2,555)9,616 860
Cash paid for the acquisition of subsidiaries - net (6,661) (5,163)
--------- ---------(7,057) (8,537)
---------- ----------
Cash used by investing activities (10,606) (4,300)(74,573) (24,421)
Financing activities:
Repurchases of common stock -- (1,104)(1,512)
Distribution to minority interests (2,590) (2,234)(4,106) (3,568)
Proceeds from issuance of stock 9244,727 --
Proceeds of notes payable 8,633 9,5198,582 13,842
Payments on notes payable (5,089) (2,971)
--------- ---------(31,431) (4,057)
---------- ----------
Cash provided by financing activities 1,046 3,210
--------- ---------17,772 4,705
---------- ----------
Increase (decrease) in cash and cash equivalents 35,006 5,454
=========24,034 (2,444)
========== ==========
NOTE: Reconciliation of net earnings (loss) to the above amounts -
Net earnings (loss) 18,511 (1,480)31,514 278
Add (deduct):
Depreciation and amortization 10,866 10,22616,577 15,801
Provision for title losses in excess of payments 788 2,5158,033 1,164
Provision for uncollectible amounts - net (140) (54)(82) 38
Decrease in accounts receivable - net 1,634 3,1495,477 4,218
Increase (decrease) in accounts payable and accrued
liabilities - net 11,876 (10,432)13,445 (7,450)
Minority interest expense 3,396 2,4455,188 3,786
Equity in net (earnings) loss of investees (1,159) 110(1,619) (166)
Realized investment (gains) losses - net (398) 287(770) 280
Stock bonuses 416 541
IncreaseDecrease (increase) in other assets (2,095) (1,428)1,079 (2,228)
Other - net 871 665
--------- --------1,577 1,010
---------- ----------
Cash provided by operating activities 44,566 6,544
========= ========80,835 17,272
========== ==========
Supplemental information:
Assets acquired (purchase method)
Goodwill 9,138 4,79910,133 7,284
Title plants 4,906 188706
Other 1,965 1,9613,021 5,501
Liabilities assumed (1,439) (28)(2,473) (16)
Common Stock issued (2,900) (1,757)(3,220) (4,938)
Debt issued to sellers (5,009)(5,310) --
--------- ------------------- ----------
Cash paid for acquisitions 6,661 5,163
========= =========7,057 8,537
========== ==========
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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 sixnine month
periods ended JuneSeptember 30, 2001 and 2000, and as of JuneSeptember 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 earnings, (loss), as previously
reported, were not affected.
Note 2: Segment Information
Our 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
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
Real estate
Title information Total
----- ----------- -----
($000 Omitted)
Revenues:
Three months ended
9/30/01 321,720 17,021 338,741
9/30/00 224,985 14,019 239,004
Nine months ended
9/30/01 848,377 48,912 897,289
9/30/00 632,631 39,246 671,877
Pretax earnings (losses):
Three months ended
9/30/01 20,194 2,085 22,279
9/30/00 3,945 (1,071) 2,874
Nine months ended
9/30/01 47,325 5,199 52,524
9/30/00 4,392 (3,905) 487
Identifiable assets:
9/30/01 612,429 42,251 654,680
12/31/00 525,045 38,403 563,448
Note 3: Earnings (Loss) Per Share
Our 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 per share is related to our 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 140,000151,000 and 102,00097,000 for the three month periods ended JuneSeptember
30, 2001 and 2000, respectively and 148,000149,000 and 98,000 for the sixnine months ended
JuneSeptember 30, 2001.2001 and 2000, respectively.
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7
Note 4: Equity in Investees
The amount of earnings (loss) from equity method investments was $0.2$0.5 million and $0.0$0.3
million for the three month periods ended JuneSeptember 30, 2001 and 2000,
respectively and $1.2$1.6 million and $(0.1)$0.2 million for the sixnine month periods ended
JuneSeptember 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 adoption 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$1.9 million and $1.0$1.4 million for
the sixnine month periods ended JuneSeptember 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 do we intend to do so
in the future. Accordingly, SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities" (as amended), which became effective January 1, 2001 for us,
has no impact on our condensed consolidated financial statements.
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Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL
Our primary business is title insurance. We issue policies on homes and
other real property located in all 50 states, the District of Columbia and
several foreign countries through more than 5,6005,700 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 main segments: title and real estate information,
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 our
operating revenues for our title and REI segments include:
o declining mortgage interest rates, which usually increase home sales
and refinancing transactions;
o rising home prices;
o higher premium rates;
o increased market share;
o additional revenues from our new offices and
o increased revenues from our commercial transactions.
Our large commercial transactions, although relatively few in number, typically
yield higher premiums.
SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2001 COMPARED TO SIXNINE MONTHS ENDED JUNESEPTEMBER 30,
2000
General. According to published industry data, interest rates for 30-year
fixed mortgages, excluding points, for the sixnine months ended JuneSeptember 30, 2001
averaged 7.1%7.0% as compared to 8.3%8.2% for the same period in 2000.
Because of a favorable mortgage interest rate environment, real estate
activity in the first sixnine months of 2001 was very strong. Refinancing
transactions increased significantly. The ratio of refinancings to total loan
applications was 52.2%51.8% for the first sixnine months of 2001 compared to 16.2%16.6% for
the same period in 2000. Existing home sales increased 6.9%2.6% in the first sixnine
months of 2001 over the same period in 2000.
Title revenues. Our revenues from premiums, fees and other revenues
increased 29.6%34.6% in the first sixnine months of 2001 over the first sixnine months of
2000.
Revenues from direct business increased 35.0%37.0% to $236.5$371.1 million. The number
of direct closings we handled increased 48.5%47.6% in the first sixnine months of 2001
over the same period in 2000. 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 9.7%7.5% in the first sixnine months 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 first sixnine months of 2001 or 2000.
Premiums from independent agents increased 25.3%32.7% to $279.7$461.8 million for the
sixnine months ended JuneSeptember 30, 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 California Florida
and
Ohio.Florida.
REI revenues. Real estate information revenues were $31.9$48.9 million for the
sixnine months ended JuneSeptember 30, 2001 and $25.2$39.2 million for the sixnine months ended
JuneSeptember 30, 2000. The increase resulted primarily from providing an increased
number of post-closing services, flood determinations, Section 1031 tax-deferred
exchanges and electronic mortgage documents resulting from the increase in real
estate transactions.
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9
Investments. Investment income increased 6.1%3.8% in the first sixnine months of
2001 compared to the first sixnine months of 2000 primarily because of an increase
in average balances. 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%82.1% and 80.7% in the first sixnine months 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
20.1%21.9% for the sixnine months ended JuneSeptember 30, 2001 compared to the same period
in 2000. The number of persons we employed at JuneSeptember 30, 2001 and JuneSeptember
30, 2000 was approximately 6,3006,600 and 5,700, respectively. The increase was
primarily the result of acquisitions of new offices.
In the REI segment, employee costs increased in the first sixnine months of
2001 andover 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 13.2%14.0% in the first sixnine months 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 sixnine months ended JuneSeptember 30, provisions for title
losses, as a percentage of title premiums, fees and other revenues, were 4.2% in
2001 and 4.5%4.4% 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%40.0% and 38.0%42.9% in the first sixnine months of 2001 and
2000, respectively.
THREE MONTHS ENDED JUNESEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED JUNESEPTEMBER
30, 2000
General. According to published industry data, interest rates for 30-year
fixed mortgages, excluding points, for the three months ended JuneSeptember 30, 2001
averaged 7.1%7.0% as compared to 8.3%8.0% for the same period in 2000.
Because of a favorable mortgage interest rate environment, real estate
activity in the secondthird quarter of 2001 was very strong. Refinancing transactions
increased significantly. The ratio of refinancings to total loan applications
was 47.4%51.2% for the secondthird quarter of 2001 compared to 14.2%17.4% for the secondthird quarter
of 2000. Existing home sales increased 4.1%2.7% in the secondthird quarter of 2001 over
the same period in 2000.
Title revenues. Our revenues from premiums, fees and other revenues
increased 41.3%43.8% in the secondthird quarter of 2001 over the same period in 2000.
Revenues from direct business increased 41.1%40.7% to $136.3$134.6 million. The number
of direct closings we handled increased 61.9%48.2% in the secondthird 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%4.8% in the secondthird 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 secondthird quarter of 2001 or 2000.
Premiums from independent agents increased 41.4%46.1% to $156.0$182.0 million for the
secondthird 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 California, Florida Ohio, California
and Utah.Pennsylvania.
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10
REI revenues. Real estate information revenues were $17.4$17.0 million for the
secondthird quarter of 2001 and $13.0$14.0 million for the secondthird quarter of 2000. The
increase resulted primarily from providing an increased number of post-closing
services, flood determinations, Section 1031 tax-deferred exchanges and
electronic mortgage documents resulting from the increase in real estate
transactions.
Investments. Investment income decreased 4.4%slightly in the secondthird quarter of
2001 compared to the secondthird quarter of 2000 primarily because of decreases2000. The increase in the average balances
invested was offset by the decrease 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%82.6% and 81.1%80.7% in the secondthird 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%25.3% in the secondthird quarter of 2001 compared to the same period in 2000. The
number of persons we employed at JuneSeptember 30, 2001 and JuneSeptember 30, 2000 was
approximately 6,3006,600 and 5,700, respectively. The increase was primarily the
result of acquisitions of new offices.
In the REI segment, employee costs increased in the secondthird 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%15.6% in the secondthird quarter of 2001. The increase in
other operating expenses for the combined business segments during this period
resulted from new offices, premium taxes and search fees and rent. These costs were offset
partially by reductions in products purchased for resale.fees.
Other operating expenses also include title plant expenses, travel,
delivery costs, premium taxes,rent, 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 secondthird quarter, provisions for title losses, as a
percentage of title premiums, fees and other revenues, were 4.1%4.2% 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%41.6% and 36.7%38.8% in the secondthird quarters of 2001 and 2000,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
During the first sixnine months of 2001, we financed a portion of the purchase
price of two acquisitions through the issuance of $2.9$3.2 million of our common
stock. Acquisitions during the first sixnine months of 2001 resulted in additions
to our goodwill of $9.1$10.1 million.
We 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. We
sold 2.5 million shares at $19 per share in August, 2001, resulting in net
proceeds of $44.6 million.
Internally generated cash flow has been the primary source of financing for
additions to property and equipment, expanding operations and other
requirements. This source may be supplemented by bank borrowings.
A substantial majority of consolidated 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 the year ended December 31, 2000.
-8-
Our liquidity, excluding Stewart Title Guaranty Company and its subsidiaries,
comprised cash and investments aggregating $3.0$26.7 million and short-term
liabilities of $0.5$1.0 million at JuneSeptember 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$16.6 million and stockholders' equity of $317.9$378.6 million at JuneSeptember 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 we 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 legislation related to insurance) and
other risks and uncertainties discussed in our filings with the Securities and
Exchange Commission.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our investment strategies, types of
financial instruments held or the risks associated with such instruments which
would materially alter the market risk disclosures made in our Annual Statement
on Form 10-K for the year ended December 31, 2000.
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12
PART II
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
Page
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Item 1. Legal Proceedings 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 September 30, 2001.
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ITEM 1. LEGAL PROCEEDINGS
We are a party to a number of lawsuits incurred in connection with our
business, most of which are 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.
We do not expect that any of these proceedings will have a material adverse
effect on our 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
-------------------------------------
Votes For Votes Withheld
--------- --------------
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
--------- --------------
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
We paid regular quarterly cash dividends on our common stock from 1972
through 1999. During 1999, our Board of Directors approved a plan to repurchase
up to 5 percent (680,000 shares) of our outstanding common stock. Our Board also
decided to discontinue our regular quarterly dividend in favor of returning
those and additional funds to stockholders' equity through the stock repurchase
plan. Under this plan, we repurchased 116,900 shares of common stock during
2000. We did not repurchase any shares of our common stock in the first sixnine
months of 2001.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, we have
duly caused this report to be signed on our behalf by the undersigned thereunto
duly authorized.
Stewart Information Services Corporation
----------------------------------------
(Registrant)
August 7,November 6, 2001
-
----------------
Date
/S//s/ MAX CRISP
-----------------------------------------------
Max Crisp
(Vice President-Finance, Secretary-Treasurer,
Director and Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
-
------- -----------
4. - Rights of Common and Class B Common Stockholders
99.1 - Details of investments