UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
[ ] 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
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(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
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(Address of principal executive offices, including zip code)
(713) 625-8100
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(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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of April 29, 2004.
Common 17,050,124
Class B Common 1,050,012
FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31, 2004
TABLE OF CONTENTS
Item No. Page
- -------- ----
Part I - FINANCIAL INFORMATION
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
4. Controls and Procedures 9
Part II - OTHER INFORMATION
1. Legal Proceedings 10
5. Other Information 10
6. Exhibits and Reports on Form 8-K 10
Signature 11
As used in this report, "we", "us", "our" and "Stewart" mean Stewart Information
Services Corporation and our subsidiaries unless the context indicates
otherwise.
STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS
FOR THE QUARTERS ENDED
MARCH 31, 2004 and 2003
THREE MONTHS ENDED
---------------------------
MAR 31 MAR 31
2004 2003
-------- --------
($000 Omitted)
Revenues
Title insurance:
Direct operations 182,534 191,730
Agency operations 257,887 225,565
Real estate information services 17,615 19,050
Investment income 5,152 4,783
Investment gains (losses) - net 1,704 (204)
-------- --------
464,892 440,924
Expenses
Amounts retained by agencies 210,052 184,749
Employee costs 134,350 132,002
Other operating expenses 73,981 66,848
Title losses and related claims 19,280 17,956
Depreciation 6,976 5,909
Interest 218 215
Minority interests 2,148 2,338
-------- --------
447,005 410,017
-------- --------
Earnings before taxes 17,887 30,907
Income taxes (6,747) (11,032)
-------- --------
Net earnings 11,140 19,875
======== ========
Average number of shares outstanding -
assuming dilution (000 omitted) 18,181 17,831
Earnings per share - basic 0.62 1.12
Earnings per share - diluted 0.61 1.11
======== ========
Comprehensive earnings:
Net earnings 11,140 19,875
Changes in other comprehensive earnings,
net of taxes of $901 and $470, respectively 1,673 872
-------- --------
Comprehensive earnings 12,813 20,747
======== ========
See notes to condensed consolidated financial statements.
-1-
STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 AND DECEMBER 31, 2003
MAR 31 DEC 31
2004 2003
---------- ----------
($000 Omitted)
Assets
Cash and cash equivalents 101,401 114,202
Short-term investments 146,756 153,322
Investments - statutory reserve funds 387,692 375,421
Investments - other 63,109 59,035
Receivables 66,202 79,025
Property and equipment 77,867 74,174
Title plants 45,473 43,216
Goodwill 97,655 79,084
Other 58,839 54,388
---------- ----------
1,044,994 1,031,867
========== ==========
Liabilities
Notes payable 28,738 24,583
Accounts payable and accrued liabilities 68,468 82,147
Estimated title losses 274,429 268,089
Deferred income taxes 24,185 22,440
Minority interests 12,627 13,219
Contingent liabilities and commitments (Note 6)
Stockholders' equity
Common and Class B Common Stock and
additional paid-in capital 143,514 141,168
Retained earnings 480,246 469,107
Accumulated other comprehensive earnings 16,692 15,019
Treasury stock - 325,669 shares (3,905) (3,905)
---------- -----------
Total stockholders' equity (18,100,136
shares outstanding at March 31, 2004) 636,547 621,389
---------- -----------
1,044,994 1,031,867
========== ===========
See notes to condensed consolidated financial statements.
-2-
STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
THREE MONTHS ENDED
---------------------------
MAR 31 MAR 31
2004 2003
-------- --------
($000 Omitted)
Cash provided by operating activities (Note) 25,251 22,538
Investing activities:
Purchases of property and equipment and title plants - net (5,604) (8,650)
Proceeds from investments matured and sold 134,920 48,829
Purchases of investments (139,681) (71,436)
Increases in notes receivable (1,612) (333)
Collections on notes receivable 534 446
Cash paid for equity investees (1,000) --
Cash paid for the acquisitions of subsidiaries
- net (see below) (27,067) (9,517)
-------- --------
Cash used for investing activities (39,510) (40,661)
Financing activities:
Distribution to minority interests (2,558) (1,907)
Proceeds from exercise of stock options 873 --
Proceeds of notes payable 6,739 5,885
Payments on notes payable (3,596) (2,198)
-------- --------
Cash provided by financing activities 1,458 1,780
-------- --------
Decrease in cash and cash equivalents (12,801) (16,343)
======== ========
NOTE: Reconciliation of net earnings to the above amounts -
Net earnings 11,140 19,875
Add (deduct):
Depreciation and amortization 6,976 5,909
Provision for title losses in excess of payments 6,340 6,384
Provision for uncollectible amounts - net 169 1,195
Decrease in accounts receivable - net 13,913 6,985
Decrease in accounts payable and accrued
liabilities - net (14,749) (20,483)
Minority interest expense 2,148 2,338
Equity in net earnings of investees (933) (1,160)
Dividends received from equity investees 571 1,321
Realized investment (gains) losses - net (1,704) 204
Stock bonuses 1,127 787
Increase (decrease) in deferred taxes 678 (427)
Decrease (increase) in other assets 778 (308)
(Decrease) increase in foreign currency translation (574) 91
Other - net (629) (173)
-------- --------
Cash provided by operating activities 25,251 22,538
======== ========
Supplemental information:
Net assets acquired
Goodwill 18,682 6,233
Title plants 1,578 1,000
Other 9,246 4,902
Liabilities assumed (2,439) (2,618)
-------- --------
Cash paid for the acquisitions of subsidiaries - net 27,067 9,517
======== ========
See notes to condensed consolidated financial statements.
-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 month periods
ended March 31, 2004 and 2003, and as of March 31, 2004, 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. This report should be
read in conjunction with the Company's Annual Report on Form 10-K for the year
ended December 31, 2003.
Certain amounts in the 2003 condensed consolidated financial statements have
been reclassified for comparative purposes. Net earnings, as previously
reported, were not affected.
Note 2: Stock-based Compensation
The Company has two fixed stock-based employee compensation plans. The Company
accounts for the plans under the intrinsic value method. Accordingly, no
stock-based employee compensation cost is reflected in net earnings, as all
options granted under the plans had an exercise price equal to the market value
of the underlying Common Stock on the date of grant.
The Company applies APB No. 25 and related Interpretations in accounting for its
plans. Under SFAS No. 123, compensation cost would be recognized for the fair
value of the employees' purchase rights, which is estimated using the
Black-Scholes model. The Company assumed a dividend yield of 1% and 0%, an
expected life of ten years for each option, expected volatility of 34.8% and
37.2% and a risk-free interest rate of 4.0% and 4.3% for the two quarters ended
March 31, 2004 and 2003, respectively.
Had compensation cost for the Company's plans been determined consistent with
SFAS No. 123, the Company's net earnings and earnings per share would have been
reduced to the pro forma amounts indicated below:
THREE MONTHS ENDED
-----------------------------
MAR 31 MAR 31
2004 2003
--------- ---------
($000 Omitted, except
per share amounts)
Net earnings:
- -------------
As reported 11,140 19,875
Stock-based employee compensation
determined under fair value method (932) (529)
--------- ---------
Pro forma 10,208 19,346
Earnings per share:
- -------------------
Net earnings - basic 0.62 1.12
Pro forma - basic 0.56 1.09
Net earnings - diluted 0.61 1.11
Pro forma - diluted 0.56 1.08
-4-
Note 3: 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
March 31, 2004 447,277 17,615 464,892
March 31, 2003 421,874 19,050 440,924
Pretax earnings:
- ----------------
Three months ended
March 31, 2004 16,653 1,234 17,887
March 31, 2003 27,942 2,965 30,907
Identifiable assets:
- --------------------
March 31, 2004 999,043 45,951 1,044,994
December 31, 2003 988,384 43,483 1,031,867
Intersegment revenues are insignificant and have been eliminated above.
Note 4: Earnings Per Share
Our basic earnings per share figures were calculated by dividing net earnings 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 relates 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 111,000 and 88,000 for the three month
periods ended March 31, 2004 and 2003, respectively. At March 31, 2004, 66,500
options were considered antidilutive.
Note 5: Equity in Investees
The amount of earnings from equity investments was $0.9 million and $1.2 million
for the three months ended March 31, 2004 and 2003, respectively. These amounts
are included in "title insurance revenues - direct operations" in the condensed
consolidated statements of earnings and comprehensive earnings.
Note 6: Contingent Liabilities and Commitments
On March 31, 2004, the Company was contingently liable for guarantees of
indebtedness owed primarily to banks and others by unconsolidated equity
investees and other third parties. The guarantees relate primarily to business
expansion and generally expire no later than December 15, 2006. The maximum
potential future payments on the guarantees amount to $1,691,000 for equity
investees and $8,465,000 for other third parties. Management believes that the
related underlying assets and the collateral available, primarily title plants
and the guarantees of corporate stock, would enable the Company to recover the
amounts paid under the guarantees. The Company believes no provision for losses
is needed because no loss is expected on these guarantees. The Company's accrued
liability balance relating to the non-contingent value of third-party guarantees
amounts to $156,000 at March 31, 2004.
In the ordinary course of business, the Company guarantees the third party
indebtedness of its consolidated subsidiaries. On March 31, 2004, the maximum
potential future payments on the guarantees is not more than the notes payable
recorded on the condensed consolidated balance sheets.
-5-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
MANAGEMENT OVERVIEW. We reported net earnings of $11.1 million for the three
months ended March 31, 2004, compared with net earnings of $19.9 million for the
first quarter of 2003. On a diluted per share basis, net earnings were $0.61 for
the first quarter of 2004, compared with net earnings of $1.11 for the first
quarter of 2003.
A decline in refinancing transactions began in the third quarter of 2003
when mortgage interest rates increased. Rates are currently at a level
comparable to a year ago.
Total revenues increased 5.4% in the first quarter of this year because of
increased premiums from agencies, home prices and commercial business. Revenues
from direct operations decreased 4.8% in the first quarter of this year compared
with the first quarter of 2003 primarily due to a decline in refinancing
transactions. Pretax profits declined 42.1% in the first quarter of 2004 over
the same quarter a year ago due to a higher complement of lower margin agency
business compared with direct operations. In addition, opening new offices and
occupancy costs contributed to lower margins.
Although interest rates have been more favorable than we anticipated for
the first quarter of 2004, strong job growth should see rates increase. While
that will reduce refinancings in the near term, it supports continued health and
growth in residential and commercial markets.
CRITICAL ACCOUNTING ESTIMATES. Actual results can differ from the estimates we
report. However, we believe there is no material risk of a change in our
accounting estimates that is likely to have a material impact on our reported
financial condition and operating performance for the three months ended March
31, 2004.
Our most critical accounting estimate is providing title loss reserves.
Estimating future policy loss payments is difficult because claims, by their
nature, are complex and paid over long periods of time. We base our estimates on
reported claims, historical loss experience and industry averages. Independent
actuaries have reviewed and found our reserves to be adequate at each year end.
Based on events that may indicate impairment of title plants and other
long-lived assets, and our annual evaluation of goodwill, we estimate and
expense any loss in value to our current operations. There were no amounts
expensed in the three months ended March 31, 2004. We use independent appraisers
to assist us in determining the fair value of our reportable units in assessing
whether an impairment in goodwill exists.
We report premium revenues from agencies primarily when policies are
reported to us. We also accrue for unreported policies where reasonable
estimates can be made. We consider historical reporting patterns, current trends
in interest rates and other factors and known information about the agencies. In
this accrual, we are not estimating future transactions. We are estimating
policies that have already been issued but not yet received by us.
RESPA. In late December 2003, the Department of Housing and Urban Development
(HUD) issued its proposed final rule concerning reforms to RESPA. The rule was
withdrawn in March 2004. In our view, the proposed rule would have likely
increased prices to the consumer.
WHAT WE DO. Our primary business is title insurance and settlement-related
services. We close transactions and issue policies on homes, commercial
properties and other real property located in all 50 states, the District of
Columbia and several foreign countries through more than 7,400 issuing
locations, including both direct operations and agencies. 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 current levels of non-USA operations are
immaterial with respect to our consolidated financial results.
Our business has two main segments: title insurance-related services and
real estate information (REI). These segments are closely related due to the
nature of their operations and common customers.
-6-
FACTORS AFFECTING REVENUES. The principal factors that contribute to increases
in our operating revenues for our title and REI segments include:
- declining mortgage interest rates, which usually increase home sales
and refinancing transactions;
- rising home prices;
- higher premium rates;
- increased market share;
- opening of new offices and acquisitions; and
- a higher ratio of commercial transactions that, although relatively
few in number, typically yield higher premiums.
These factors may override the seasonal nature of the title business.
Our employee costs 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. Premiums are determined
in part by the insured values of the transactions we handle.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2004 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2003
OPERATING ENVIRONMENT. According to published industry data, interest rates for
30-year fixed-rate mortgages, excluding points, for the three months ended March
31, 2004, averaged 5.6% as compared with 5.8% for the same period in 2003.
Interest rates increased significantly in the third quarter of 2003 but have
trended slightly downward over the last six months. The rate at the end of March
2004 was 5.4%.
Real estate activity was weaker in the first quarter of 2004 as compared
with the first quarter of 2003. Refinancing transactions, in particular,
declined nationwide in the first quarter of 2004. The ratio of refinancings to
total loan applications was 59.0% for the first quarter of 2004 compared with
77.0% for the same period in 2003. Refinancings usually have lower title
insurance premium rates than real property sales. Existing home sales increased
6.4% in the first three months of 2004 over the same period in 2003.
Our order levels began to decline in the third quarter of 2003, largely as
a result of an increase in interest rates, and remained below prior year levels
during the first quarter of 2004. Rates declined slightly in the first quarter
of 2004. Most industry experts project interest rates to continue at current
levels or move slightly higher. Due to the large number of refinancings
completed in 2003, significantly fewer refinancing transactions are being
forecast for 2004.
TITLE REVENUES. Our revenues from direct operations decreased 4.8% in the
first quarter of 2004 as compared with the first quarter of 2003. The number of
direct closings we handled decreased 24.0% in the first quarter of 2004 compared
with the same period in 2003. The decrease in the number of direct closings we
handled is partially offset by the average revenue per closing. The average
revenue per closing increased 27.0% in the first quarter of 2004 due to a lower
ratio of refinancings closed by our direct operations compared with the first
quarter of 2003. Title insurance premiums on refinancings are typically less
than on real property sales. The average revenue per closing increase was also
due to increased commercial transactions and home prices.
The largest revenue decreases in the first quarter of 2004 were primarily
in Colorado and Illinois. Direct closings relate only to files closed by our
underwriters and subsidiaries and do not include closings by independent
agencies.
Premium revenues from agencies increased 14.3% to $257.9 million in the
first quarter of 2004 from $225.6 million in the first quarter of 2003. An
increased number of agents contributed to the increase in 2004. The largest
revenue increases in 2004 were primarily in Virginia, Maryland, Florida and
Texas.
On April 27, 2004, the Texas Department of Insurance announced that title
insurance rates will be reduced by 6.5% effective July 1, 2004.
REI REVENUES. Real estate information revenues were $17.6 million for the first
quarter of 2004 and $19.1 million for the first quarter of 2003. The decrease in
2004 resulted primarily from providing a decreased number of product and service
deliveries resulting from the lower volume of real estate transactions.
INVESTMENTS. Investment income increased 7.7% in the first quarter of 2004
compared with the first quarter of 2003 primarily because of increases in
average balances invested, partially offset by lower yields. Certain investment
gains and losses were realized as part of the ongoing management of the
investment portfolio for the purpose of improving performance.
-7-
AGENCY RETENTION. The amounts retained by agencies, as a percentage of revenues
from agency operations, were 81.5% and 81.9% in the first quarters of 2004 and
2003, respectively. Amounts retained by title agencies are based on agreements
between agencies and our title underwriters. The percentage that amounts
retained by agencies bears to agency revenues may vary from period to period
because of the geographical mix of agency operations and the volume of title
revenues.
EMPLOYEE COSTS. Employee costs for the combined business segments increased 1.8%
in 2004. The numbers of persons we employed at March 31, 2004 and 2003 was
approximately 8,300 and 8,100, respectively. The increase in staff in 2004 was
primarily due to the acquisitions of new offices, offset slightly by decreased
title volume. In our REI segment, employee costs decreased in 2004 primarily due
to the decrease in REI volume.
OTHER OPERATING EXPENSES. Other operating expenses for the combined business
segments increased 10.7% in the first quarter of 2004. The increase was
primarily in new offices, premium taxes, rent and insurance. Other operating
expenses also include outside search fees, business promotion, telephone, title
plant expenses and supplies. Most of these operating expenses follow, to varying
degrees, the changes in transaction volume and revenues.
TITLE LOSSES. Provisions for title losses, as a percentage of title operating
revenues, were 4.4% in the first quarter of 2004, compared with 4.3% in the
first quarter of 2003.
INCOME TAXES. The provisions for federal, state and foreign income taxes
represented effective tax rates of 37.7% and 35.7% in the first quarters of 2004
and 2003, respectively. The effective tax rate for the first quarter of 2003
includes a reduction for foreign taxes that amounts to 2.4%. The annual
effective tax rate for 2003 was 38.0%.
LIQUIDITY AND CAPITAL RESOURCES. Acquisitions during the first quarters of 2004
and 2003 resulted in additions to goodwill, excluding reallocations, of $18.7
million and $6.2 million, respectively.
Cash provided by operations was $25.3 million and $22.5 million in the
first quarter of 2004 and 2003, respectively. Cash flow from operations has been
the primary source of financing for additions to property and equipment,
expanding operations, dividends to shareholders and other requirements. This
source may be supplemented by bank borrowings. We do not have any material
source of liquidity or financing that involves off-balance sheet arrangements.
The most significant non-operating sources of cash were from proceeds of
investments matured and sold in the amount of $134.9 million and $48.8 million
in the first quarters of 2004 and 2003, respectively. We used cash for the
purchases of investments in the amounts of $140.0 and $71.4 in the first
quarters of 2004 and 2003, respectively.
A substantial majority of consolidated cash and investments was held by
Stewart Title Guaranty Company (Guaranty) and its subsidiaries. Cash transfers
between Guaranty and its subsidiaries and the Company are subject to certain
legal restrictions. See Notes 2 and 3 to our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2003.
Our liquidity, excluding Guaranty and its subsidiaries, is comprised of
cash and investments aggregating $23.6 million and short-term liabilities of
$4.4 million at March 31, 2004. We know of no commitments or uncertainties that
are likely to materially affect our ability to fund cash needs.
We consider our capital resources to be adequate. Our capital resources
are represented by a low debt-to-equity ratio, in which notes payable was $28.7
million and stockholders' equity was $636.5 million at March 31, 2004. We are
not aware of any trends, either favorable or unfavorable, that would materially
affect notes payable or stockholders' equity. We do not expect any material
changes in the cost of such resources. Significant acquisitions in the future
could materially affect the notes payable or stockholders' equity balances.
FORWARD-LOOKING STATEMENTS. All statements included in this report, other than
statements of historical facts or statements addressing activities, events or
developments that we expect or anticipate 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, legislation (primarily legislation related
to title 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, 2003.
-8-
Item 4. Controls and Procedures
Our principal executive officers and our principal financial officer,
based upon their evaluation of our disclosure controls and procedures conducted
as of March 31, 2004, have concluded that those disclosure controls and
procedures are effective.
There have been no changes in our internal controls or in other factors
known to us that could significantly affect these controls, nor were any
corrective actions necessary with regard to significant deficiencies or material
weaknesses.
-9-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are a party to routine lawsuits incidental to our 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. We do not expect that any of these
proceedings will have a material adverse effect on our consolidated financial
condition.
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% (680,000 shares) of our outstanding Common Stock. The Board also
determined that our regular quarterly dividend should be discontinued in favor
of returning those and additional funds to stockholders through the stock
repurchase plan. Under this plan, we repurchased 116,900 shares of Common Stock
during 2000 and none in 2001 and 2002. No cash dividends were paid during 2002
and 2001. Our Certificate of Incorporation provides that no cash dividends may
be paid on the Class B Common Stock.
In June 2003, the Board voted to recommence a dividend payout in response
to favorable tax law changes. The Board of Directors of Stewart Information
Services Corporation declared an annual cash dividend of $0.46 per share that
was paid on December 19, 2003 to Common stockholders of record on December 5,
2003.
We had a book value per share of $35.17 and $34.47 at March 31, 2004 and
December 31, 2003, respectively. At March 31, 2004, this measure is based on
approximately $636.5 million in stockholders' equity and 18.1 million shares
outstanding. At December 31, 2003, this measure was based on approximately
$621.4 million in stockholders' equity and 18.0 million shares outstanding.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Those exhibits required to be filed by Item 601 of Regulation S-K are
listed in the Index to Exhibits immediately preceding the exhibits filed
herewith and such listing is incorporated herein by reference.
(b) Reports on Form 8-K:
During the quarterly period covered by this report, we filed a report on
Form 8-K dated February 17, 2004, reporting financial results for the three
months and year ended December 31, 2003.
-10-
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.
May 3, 2004
- ----------------
Date
Stewart Information Services Corporation
---------------------------------------------
(Registrant)
By: /S/ MAX CRISP
---------------------------------------------
Max Crisp
(Executive Vice President and Chief Financial
Officer, Secretary-Treasurer, Director and
Principal Financial Officer)
-11-
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 - Certificate of Incorporation of the Registrant, as amended March
19, 2001 (incorporated by reference in this report from Exhibit 3.1
of Annual Report on Form 10-K for the fiscal year ended December 31,
2000)
3.2 - By-Laws of the Registrant, as amended March 13, 2000 (incorporated
by reference in this report from Exhibit 3.2 of Annual Report on
Form 10-K for the fiscal year ended December 31, 2000)
4. - Rights of Common and Class B Common Stockholders
*10.1 - Summary of agreements as to payment of bonuses to certain executive
officers (incorporated by reference in this report from Exhibit 10.1
of Annual Report on Form 10-K for the fiscal year ended December 31,
2002)
*10.2 - Deferred Compensation Agreements dated March 10, 1986, amended July
24, 1990 and October 30, 1992, between the Registrant and certain
executive officers (incorporated by reference in this report from
Exhibit 10.2 of Annual Report on Form 10-K for the fiscal year ended
December 31, 1997)
*10.3 - Stewart Information Services Corporation 1999 Stock Option Plan
(incorporated by reference in this report from Exhibit 10.3 of
Annual Report on Form 10-K for the fiscal year ended December 31,
1999)
*10.4 - Stewart Information Services Corporation 2002 Stock Option Plan for
Region Managers (incorporated by reference in this report from
Exhibit 10.4 of Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002)
31.1 - Certification of Co-Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2 - Certification of Co-Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.3 - Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 - Certification of Co-Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
32.2 - Certification of Co-Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
32.3 - Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.1 - Details of Investments at March 31, 2004 and December 31, 2003
* A management compensation plan, contract or arrangement.