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þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
74-1677330
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
1980 Post Oak Blvd., Houston TX
|
|
77056
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(Former name, former address and former fiscal year, if changed since last report)
|
Large accelerated filer
¨
|
|
Accelerated filer
þ
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
|
|
|
|
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
Common, $1 par value
|
22,235,588
|
|
Class B Common, $1 par value
|
1,050,012
|
|
Item
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
1.
|
Unaudited Condensed Financial Statements
|
|
|
|
|
2.
|
||
|
|
|
3.
|
||
|
|
|
4.
|
||
|
PART II – OTHER INFORMATION
|
|
1.
|
||
|
|
|
1A.
|
||
|
|
|
2.
|
||
|
|
|
5.
|
||
|
|
|
6.
|
||
|
|
|
|
|
For the Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
($000 omitted, except per share)
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
||||
Title insurance:
|
|
|
|
|
|
|
|
||||
Direct operations
|
240,448
|
|
|
229,629
|
|
|
670,098
|
|
|
589,141
|
|
Agency operations
|
282,023
|
|
|
231,109
|
|
|
748,043
|
|
|
654,706
|
|
Mortgage services
|
29,924
|
|
|
41,822
|
|
|
104,878
|
|
|
90,933
|
|
Investment income
|
4,121
|
|
|
3,870
|
|
|
12,735
|
|
|
12,588
|
|
Investment and other gains – net
|
56
|
|
|
1,667
|
|
|
1,595
|
|
|
1,143
|
|
|
556,572
|
|
|
508,097
|
|
|
1,537,349
|
|
|
1,348,511
|
|
Expenses
|
|
|
|
|
|
|
|
||||
Amounts retained by agencies
|
227,374
|
|
|
188,513
|
|
|
607,611
|
|
|
533,971
|
|
Employee costs
|
165,024
|
|
|
164,423
|
|
|
498,598
|
|
|
457,596
|
|
Other operating expenses
|
99,758
|
|
|
95,535
|
|
|
286,553
|
|
|
252,436
|
|
Title losses and related claims
|
25,883
|
|
|
9,084
|
|
|
78,593
|
|
|
50,021
|
|
Impairment of goodwill and other intangible assets
|
35,867
|
|
|
—
|
|
|
35,867
|
|
|
—
|
|
Depreciation and amortization
|
7,633
|
|
|
6,621
|
|
|
22,013
|
|
|
16,070
|
|
Interest
|
601
|
|
|
1,101
|
|
|
1,525
|
|
|
2,646
|
|
|
562,140
|
|
|
465,277
|
|
|
1,530,760
|
|
|
1,312,740
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income before taxes and noncontrolling interests
|
(5,568
|
)
|
|
42,820
|
|
|
6,589
|
|
|
35,771
|
|
Income tax expense
|
4,859
|
|
|
16,760
|
|
|
7,735
|
|
|
11,592
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income
|
(10,427
|
)
|
|
26,060
|
|
|
(1,146
|
)
|
|
24,179
|
|
Less net income attributable to noncontrolling interests
|
3,040
|
|
|
2,343
|
|
|
7,663
|
|
|
6,289
|
|
Net (loss) income attributable to Stewart
|
(13,467
|
)
|
|
23,717
|
|
|
(8,809
|
)
|
|
17,890
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income
|
(10,427
|
)
|
|
26,060
|
|
|
(1,146
|
)
|
|
24,179
|
|
Other comprehensive (loss) income, net of taxes:
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
(4,282
|
)
|
|
(6,030
|
)
|
|
(8,538
|
)
|
|
(4,308
|
)
|
Change in unrealized gains (losses) on investments
|
(155
|
)
|
|
(966
|
)
|
|
(4,096
|
)
|
|
6,900
|
|
Reclassification of adjustment for gains included in net (loss) income
|
(439
|
)
|
|
(185
|
)
|
|
(1,221
|
)
|
|
(378
|
)
|
|
(4,876
|
)
|
|
(7,181
|
)
|
|
(13,855
|
)
|
|
2,214
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive (loss) income
|
(15,303
|
)
|
|
18,879
|
|
|
(15,001
|
)
|
|
26,393
|
|
Less net income attributable to noncontrolling interests
|
3,040
|
|
|
2,343
|
|
|
7,663
|
|
|
6,289
|
|
Comprehensive (loss) income attributable to Stewart
|
(18,343
|
)
|
|
16,536
|
|
|
(22,664
|
)
|
|
20,104
|
|
|
|
|
|
|
|
|
|
||||
Basic average shares outstanding (000)
|
23,286
|
|
|
22,267
|
|
|
23,631
|
|
|
22,416
|
|
Basic (loss) earnings per share attributable to Stewart
|
(0.58
|
)
|
|
1.07
|
|
|
(0.37
|
)
|
|
0.80
|
|
|
|
|
|
|
|
|
|
||||
Diluted average shares outstanding (000)
|
23,286
|
|
|
24,663
|
|
|
23,631
|
|
|
24,812
|
|
Diluted (loss) earnings per share attributable to Stewart
|
(0.58
|
)
|
|
0.97
|
|
|
(0.37
|
)
|
|
0.76
|
|
|
As of
September 30, 2015 (Unaudited) |
|
As of
December 31, 2014 |
||
|
($000 omitted)
|
||||
Assets
|
|
|
|
||
Cash and cash equivalents
|
211,315
|
|
|
200,558
|
|
Short-term investments
|
21,882
|
|
|
25,042
|
|
Investments in debt and equity securities available-for-sale, at fair value:
|
|
|
|
||
Statutory reserve funds
|
480,132
|
|
|
438,511
|
|
Other
|
73,360
|
|
|
141,592
|
|
|
553,492
|
|
|
580,103
|
|
Receivables:
|
|
|
|
||
Notes
|
4,254
|
|
|
4,031
|
|
Premiums from agencies
|
37,404
|
|
|
42,929
|
|
Income taxes
|
1,191
|
|
|
253
|
|
Trade and other
|
53,099
|
|
|
60,654
|
|
Allowance for uncollectible amounts
|
(8,883
|
)
|
|
(9,193
|
)
|
|
87,065
|
|
|
98,674
|
|
Property and equipment, at cost
|
|
|
|
||
Land
|
5,524
|
|
|
5,524
|
|
Buildings
|
26,337
|
|
|
26,399
|
|
Furniture and equipment
|
226,852
|
|
|
215,344
|
|
Accumulated depreciation
|
(186,238
|
)
|
|
(171,914
|
)
|
|
72,475
|
|
|
75,353
|
|
Title plants, at cost
|
76,083
|
|
|
76,779
|
|
Real estate, at lower of cost or net realizable value
|
584
|
|
|
600
|
|
Investments in investees, on an equity method basis
|
9,673
|
|
|
9,880
|
|
Goodwill
|
218,652
|
|
|
251,868
|
|
Intangible assets, net of amortization
|
20,061
|
|
|
26,311
|
|
Deferred tax assets
|
571
|
|
|
800
|
|
Other assets
|
46,455
|
|
|
46,510
|
|
|
1,318,308
|
|
|
1,392,478
|
|
Liabilities
|
|
|
|
||
Notes payable
|
82,051
|
|
|
71,180
|
|
Accounts payable and accrued liabilities
|
109,931
|
|
|
111,965
|
|
Estimated title losses
|
478,629
|
|
|
495,395
|
|
Deferred tax liabilities
|
3,552
|
|
|
13,485
|
|
|
674,163
|
|
|
692,025
|
|
Contingent liabilities and commitments
|
|
|
|
||
Stockholders’ equity
|
|
|
|
||
Common and Class B Common Stock and additional paid-in capital
|
180,275
|
|
|
203,563
|
|
Retained earnings
|
459,644
|
|
|
479,733
|
|
Accumulated other comprehensive (loss) income:
|
|
|
|
||
Foreign currency translation adjustments
|
(10,753
|
)
|
|
(2,215
|
)
|
Unrealized investment gains on investments - net
|
9,453
|
|
|
14,770
|
|
Treasury stock – 352,161 common shares, at cost
|
(2,666
|
)
|
|
(2,666
|
)
|
Stockholders’ equity attributable to Stewart
|
635,953
|
|
|
693,185
|
|
Noncontrolling interests
|
8,192
|
|
|
7,268
|
|
Total stockholders’ equity (23,285,450 and 24,005,760 shares outstanding)
|
644,145
|
|
|
700,453
|
|
|
1,318,308
|
|
|
1,392,478
|
|
|
Nine Months Ended
September 30, |
||||
|
2015
|
|
2014
|
||
|
($000 omitted)
|
||||
Reconciliation of net (loss) income to cash provided by operating activities:
|
|
|
|
||
Net (loss) income
|
(1,146
|
)
|
|
24,179
|
|
Add (deduct):
|
|
|
|
||
Depreciation and amortization
|
22,013
|
|
|
16,070
|
|
Provision for bad debt
|
1,672
|
|
|
749
|
|
Investment and other gains – net
|
(1,595
|
)
|
|
(1,143
|
)
|
Payments for title losses in excess of provisions
|
(5,049
|
)
|
|
(24,797
|
)
|
Insurance recoveries of title losses
|
763
|
|
|
2,707
|
|
Impairment of goodwill and other intangible assets
|
35,867
|
|
|
—
|
|
Decrease in receivables – net
|
8,634
|
|
|
3,307
|
|
Increase in other assets – net
|
(1,446
|
)
|
|
(2,366
|
)
|
Decrease in payables and accrued liabilities – net
|
(3,147
|
)
|
|
(9,198
|
)
|
(Decrease) increase in net deferred income taxes
|
(453
|
)
|
|
4,996
|
|
Net income from equity investees
|
(2,904
|
)
|
|
(2,720
|
)
|
Dividends received from equity investees
|
3,111
|
|
|
2,742
|
|
Stock based compensation expense
|
4,626
|
|
|
1,102
|
|
Other – net
|
4,651
|
|
|
(291
|
)
|
Cash provided by operating activities
|
65,597
|
|
|
15,337
|
|
|
|
|
|
||
Investing activities:
|
|
|
|
||
Proceeds from investments available-for-sale sold
|
60,314
|
|
|
51,068
|
|
Proceeds from investments available-for-sale matured
|
40,270
|
|
|
40,305
|
|
Purchases of investments available-for-sale
|
(101,503
|
)
|
|
(112,724
|
)
|
Net sales of short-term investments
|
3,160
|
|
|
1,321
|
|
Purchases of property and equipment, title plants and real estate – net
|
(13,373
|
)
|
|
(15,482
|
)
|
Cash paid for acquisition of subsidiaries
|
(3,958
|
)
|
|
(39,359
|
)
|
Other – net
|
1,904
|
|
|
4,046
|
|
Cash used by investing activities
|
(13,186
|
)
|
|
(70,825
|
)
|
|
|
|
|
||
Financing activities:
|
|
|
|
||
Payments on notes payable
|
(19,325
|
)
|
|
(54,437
|
)
|
Proceeds from notes payable
|
30,196
|
|
|
112,149
|
|
Distributions to noncontrolling interests
|
(6,861
|
)
|
|
(7,044
|
)
|
Repurchases of common stock
|
(27,815
|
)
|
|
(16,287
|
)
|
Cash dividends paid
|
(11,280
|
)
|
|
—
|
|
Other – net
|
23
|
|
|
3
|
|
Cash (used) provided by financing activities
|
(35,062
|
)
|
|
34,384
|
|
|
|
|
|
||
Effects of changes in foreign currency exchange rates
|
(6,592
|
)
|
|
(4,740
|
)
|
Increase (decrease) in cash and cash equivalents
|
10,757
|
|
|
(25,844
|
)
|
|
|
|
|
||
Cash and cash equivalents at beginning of period
|
200,558
|
|
|
194,289
|
|
Cash and cash equivalents at end of period
|
211,315
|
|
|
168,445
|
|
|
|
|
|
||
Supplemental information:
|
|
|
|
||
Changes in financial statement amounts due to the acquisition of a subsidiary:
|
|
|
|
||
Goodwill acquired
|
7,220
|
|
|
16,148
|
|
Receivables and other assets acquired
|
38
|
|
|
12,536
|
|
Intangible assets acquired
|
—
|
|
|
21,510
|
|
Liabilities assumed
|
(3,300
|
)
|
|
(10,835
|
)
|
Cash paid for acquisition of a subsidiary
|
3,958
|
|
|
39,359
|
|
|
Common and Class B Common Stock ($1 par value)
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive (loss) income
|
|
Treasury stock
|
|
Noncontrolling interests
|
|
Total
|
|||||||
|
($000 omitted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balances at December 31, 2014
|
24,358
|
|
|
179,205
|
|
|
479,733
|
|
|
12,555
|
|
|
(2,666
|
)
|
|
7,268
|
|
|
700,453
|
|
Net loss attributable to Stewart
|
—
|
|
|
—
|
|
|
(8,809
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,809
|
)
|
Cash dividends on common stock
|
—
|
|
|
—
|
|
|
(11,280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,280
|
)
|
Stock based compensation and other
|
36
|
|
|
4,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,626
|
|
Exercise of stock options
|
2
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
Stock repurchases
|
(759
|
)
|
|
(27,056
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,815
|
)
|
Purchase of remaining interest in consolidated subsidiary
|
—
|
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
Net change in unrealized gains and losses on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,096
|
)
|
|
—
|
|
|
—
|
|
|
(4,096
|
)
|
Net realized gain reclassification
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,221
|
)
|
|
—
|
|
|
—
|
|
|
(1,221
|
)
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,538
|
)
|
|
—
|
|
|
—
|
|
|
(8,538
|
)
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,663
|
|
|
7,663
|
|
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,861
|
)
|
|
(6,861
|
)
|
Net effect of changes in ownership and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
122
|
|
Balances at September 30, 2015
|
23,637
|
|
|
156,638
|
|
|
459,644
|
|
|
(1,300
|
)
|
|
(2,666
|
)
|
|
8,192
|
|
|
644,145
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||
|
Amortized
costs
|
|
Fair
values
|
|
Amortized
costs
|
|
Fair
values
|
||||
|
($000 omitted)
|
||||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||
Municipal
|
65,789
|
|
|
67,106
|
|
|
60,656
|
|
|
61,689
|
|
Corporate
|
280,249
|
|
|
289,536
|
|
|
296,578
|
|
|
308,691
|
|
Foreign
|
149,303
|
|
|
153,334
|
|
|
163,099
|
|
|
166,685
|
|
U.S. Treasury Bonds
|
13,804
|
|
|
14,061
|
|
|
14,337
|
|
|
14,802
|
|
Equity securities
|
29,805
|
|
|
29,455
|
|
|
22,710
|
|
|
28,236
|
|
|
538,950
|
|
|
553,492
|
|
|
557,380
|
|
|
580,103
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||
|
Gains
|
|
Losses
|
|
Gains
|
|
Losses
|
||||
|
($000 omitted)
|
||||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||
Municipal
|
1,373
|
|
|
56
|
|
|
1,125
|
|
|
92
|
|
Corporate
|
10,523
|
|
|
1,236
|
|
|
12,559
|
|
|
446
|
|
Foreign
|
4,373
|
|
|
342
|
|
|
3,690
|
|
|
104
|
|
U.S. Treasury Bonds
|
257
|
|
|
—
|
|
|
492
|
|
|
27
|
|
Equity securities
|
3,673
|
|
|
4,023
|
|
|
5,982
|
|
|
456
|
|
|
20,199
|
|
|
5,657
|
|
|
23,848
|
|
|
1,125
|
|
|
Amortized
costs
|
|
Fair
values
|
||
|
($000 omitted)
|
||||
In one year or less
|
26,212
|
|
|
26,443
|
|
After one year through five years
|
238,660
|
|
|
245,170
|
|
After five years through ten years
|
205,953
|
|
|
212,373
|
|
After ten years
|
38,320
|
|
|
40,051
|
|
|
509,145
|
|
|
524,037
|
|
|
Less than 12 months
|
|
More than 12 months
|
|
Total
|
||||||||||||
|
Losses
|
|
Fair values
|
|
Losses
|
|
Fair values
|
|
Losses
|
|
Fair values
|
||||||
|
($000 omitted)
|
||||||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||||
Municipal
|
56
|
|
|
4,987
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
4,987
|
|
Corporate
|
646
|
|
|
30,408
|
|
|
590
|
|
|
30,043
|
|
|
1,236
|
|
|
60,451
|
|
Foreign
|
171
|
|
|
33,756
|
|
|
171
|
|
|
4,634
|
|
|
342
|
|
|
38,390
|
|
Equity securities
|
4,019
|
|
|
14,134
|
|
|
4
|
|
|
223
|
|
|
4,023
|
|
|
14,357
|
|
|
4,892
|
|
|
83,285
|
|
|
765
|
|
|
34,900
|
|
|
5,657
|
|
|
118,185
|
|
|
Less than 12 months
|
|
More than 12 months
|
|
Total
|
||||||||||||
|
Losses
|
|
Fair values
|
|
Losses
|
|
Fair values
|
|
Losses
|
|
Fair values
|
||||||
|
($000 omitted)
|
||||||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||||
Municipal
|
1
|
|
|
2,673
|
|
|
91
|
|
|
12,076
|
|
|
92
|
|
|
14,749
|
|
Corporate
|
107
|
|
|
7,167
|
|
|
339
|
|
|
26,545
|
|
|
446
|
|
|
33,712
|
|
Foreign
|
11
|
|
|
34,236
|
|
|
93
|
|
|
6,446
|
|
|
104
|
|
|
40,682
|
|
U.S. Treasury Bonds
|
—
|
|
|
—
|
|
|
27
|
|
|
3,694
|
|
|
27
|
|
|
3,694
|
|
Equity securities
|
456
|
|
|
6,540
|
|
|
—
|
|
|
—
|
|
|
456
|
|
|
6,540
|
|
|
575
|
|
|
50,616
|
|
|
550
|
|
|
48,761
|
|
|
1,125
|
|
|
99,377
|
|
•
|
Level 1 – quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 – observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and
|
•
|
Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
Level 1
|
|
Level 2
|
|
Fair value
measurements
|
|||
|
($000 omitted)
|
|||||||
Investments available-for-sale:
|
|
|
|
|
|
|||
Debt securities:
|
|
|
|
|
|
|||
Municipal
|
—
|
|
|
67,106
|
|
|
67,106
|
|
Corporate
|
—
|
|
|
289,536
|
|
|
289,536
|
|
Foreign
|
—
|
|
|
153,334
|
|
|
153,334
|
|
U.S. Treasury Bonds
|
—
|
|
|
14,061
|
|
|
14,061
|
|
Equity securities
|
29,455
|
|
|
—
|
|
|
29,455
|
|
|
29,455
|
|
|
524,037
|
|
|
553,492
|
|
|
Level 1
|
|
Level 2
|
|
Fair value
measurements
|
|||
|
($000 omitted)
|
|||||||
Investments available-for-sale:
|
|
|
|
|
|
|||
Debt securities:
|
|
|
|
|
|
|||
Municipal
|
—
|
|
|
61,689
|
|
|
61,689
|
|
Corporate
|
—
|
|
|
308,691
|
|
|
308,691
|
|
Foreign
|
—
|
|
|
166,685
|
|
|
166,685
|
|
U.S. Treasury Bonds
|
—
|
|
|
14,802
|
|
|
14,802
|
|
Equity securities
|
28,236
|
|
|
—
|
|
|
28,236
|
|
|
28,236
|
|
|
551,867
|
|
|
580,103
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
($000 omitted)
|
||||||||||
Realized gains
|
968
|
|
|
1,722
|
|
|
3,195
|
|
|
2,429
|
|
Realized losses
|
(912
|
)
|
|
(55
|
)
|
|
(1,600
|
)
|
|
(1,286
|
)
|
|
56
|
|
|
1,667
|
|
|
1,595
|
|
|
1,143
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
($000 omitted)
|
||||||||||
Proceeds from sale of investments available-for-sale
|
15,809
|
|
|
31,302
|
|
|
60,314
|
|
|
45,777
|
|
|
For the Three Months Ended
September 30, |
For the Nine Months Ended
September 30, |
||||||
|
2015
|
2014
|
2015
|
2014
|
||||
|
($000 omitted)
|
|||||||
Numerator:
|
|
|
|
|
||||
Net (loss) income attributable to Stewart
|
(13,467
|
)
|
23,717
|
|
(8,809
|
)
|
17,890
|
|
Interest expense, net of tax effects
|
—
|
|
314
|
|
—
|
|
941
|
|
If-converted net (loss) income attributable to Stewart
|
(13,467
|
)
|
24,031
|
|
(8,809
|
)
|
18,831
|
|
|
|
|
|
|
||||
Denominator (000):
|
|
|
|
|
||||
Basic average shares outstanding
|
23,286
|
|
22,267
|
|
23,631
|
|
22,416
|
|
Average number of dilutive shares relating to options
|
—
|
|
1
|
|
—
|
|
1
|
|
Average number of dilutive shares relating to convertible senior notes
|
—
|
|
2,111
|
|
—
|
|
2,111
|
|
Average number of dilutive shares relating to grants of restricted shares
|
—
|
|
284
|
|
—
|
|
284
|
|
Diluted average shares outstanding
|
23,286
|
|
24,663
|
|
23,631
|
|
24,812
|
|
|
|
|
|
|
||||
Basic (loss) earnings per share attributable to Stewart
|
(0.58
|
)
|
1.07
|
|
(0.37
|
)
|
0.80
|
|
|
|
|
|
|
||||
Diluted (loss) earnings per share attributable to Stewart
|
(0.58
|
)
|
0.97
|
|
(0.37
|
)
|
0.76
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
($000 omitted)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||
Title
|
503,463
|
|
|
440,513
|
|
|
1,352,816
|
|
|
1,210,740
|
|
Mortgage services
|
49,883
|
|
|
62,827
|
|
|
171,624
|
|
|
123,903
|
|
Corporate
|
3,226
|
|
|
4,757
|
|
|
12,909
|
|
|
13,868
|
|
|
556,572
|
|
|
508,097
|
|
|
1,537,349
|
|
|
1,348,511
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||
Title
|
2,125
|
|
|
1,526
|
|
|
6,331
|
|
|
4,340
|
|
Mortgage services
|
3,411
|
|
|
3,149
|
|
|
9,166
|
|
|
6,128
|
|
Corporate
|
2,097
|
|
|
1,946
|
|
|
6,516
|
|
|
5,602
|
|
|
7,633
|
|
|
6,621
|
|
|
22,013
|
|
|
16,070
|
|
Income (loss) before taxes and noncontrolling interests:
|
|
|
|
|
|
|
|
||||
Title
|
78,707
|
|
|
74,921
|
|
|
171,108
|
|
|
138,372
|
|
Mortgage services
|
(43,433
|
)
|
|
3,252
|
|
|
(44,124
|
)
|
|
(994
|
)
|
Corporate
|
(40,842
|
)
|
|
(35,353
|
)
|
|
(120,395
|
)
|
|
(101,607
|
)
|
|
(5,568
|
)
|
|
42,820
|
|
|
6,589
|
|
|
35,771
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
($000 omitted)
|
||||||||||
United States
|
525,434
|
|
|
473,852
|
|
|
1,457,609
|
|
|
1,258,098
|
|
International
|
31,138
|
|
|
34,245
|
|
|
79,740
|
|
|
90,413
|
|
|
556,572
|
|
|
508,097
|
|
|
1,537,349
|
|
|
1,348,511
|
|
|
For the Three Months Ended
September 30, 2015 |
|
For the Three Months Ended
September 30, 2014 |
||||||||||
|
Before-Tax Amount
|
Tax Expense (Benefit)
|
Net-of-Tax Amount
|
|
Before-Tax Amount
|
Tax Expense (Benefit)
|
Net-of-Tax Amount
|
||||||
|
($000 omitted)
|
|
($000 omitted)
|
||||||||||
Foreign currency translation adjustments
|
(5,787
|
)
|
(1,505
|
)
|
(4,282
|
)
|
|
(8,257
|
)
|
(2,227
|
)
|
(6,030
|
)
|
Unrealized (losses) gains on investments:
|
|
|
|
|
|
|
|
||||||
Change in unrealized (losses) gains on investments
|
(239
|
)
|
(84
|
)
|
(155
|
)
|
|
(1,487
|
)
|
(521
|
)
|
(966
|
)
|
Less: reclassification adjustment for net gains included in net income
|
(675
|
)
|
(236
|
)
|
(439
|
)
|
|
(283
|
)
|
(98
|
)
|
(185
|
)
|
Net unrealized (losses) gains
|
(914
|
)
|
(320
|
)
|
(594
|
)
|
|
(1,770
|
)
|
(619
|
)
|
(1,151
|
)
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income
|
(6,701
|
)
|
(1,825
|
)
|
(4,876
|
)
|
|
(10,027
|
)
|
(2,846
|
)
|
(7,181
|
)
|
|
|
|
|
|
|
|
|
||||||
|
For the Nine Months Ended
September 30, 2015 |
|
For the Nine Months Ended
September 30, 2014 |
||||||||||
|
Before-Tax Amount
|
Tax Expense (Benefit)
|
Net-of-Tax Amount
|
|
Before-Tax Amount
|
Tax Expense (Benefit)
|
Net-of-Tax Amount
|
||||||
|
($000 omitted)
|
|
($000 omitted)
|
||||||||||
Foreign currency translation adjustments
|
(12,215
|
)
|
(3,677
|
)
|
(8,538
|
)
|
|
(6,359
|
)
|
(2,051
|
)
|
(4,308
|
)
|
Unrealized (losses) gains on investments:
|
|
|
|
|
|
|
|
||||||
Change in unrealized (losses) gains on investments
|
(6,303
|
)
|
(2,207
|
)
|
(4,096
|
)
|
|
10,616
|
|
3,716
|
|
6,900
|
|
Less: reclassification adjustment for net gains included in net income
|
(1,878
|
)
|
(657
|
)
|
(1,221
|
)
|
|
(581
|
)
|
(203
|
)
|
(378
|
)
|
Net unrealized (losses) gains
|
(8,181
|
)
|
(2,864
|
)
|
(5,317
|
)
|
|
10,035
|
|
3,513
|
|
6,522
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income
|
(20,396
|
)
|
(6,541
|
)
|
(13,855
|
)
|
|
3,676
|
|
1,462
|
|
2,214
|
|
|
Title
|
|
Mortgage Services
|
|
Total
|
|||
|
|
|
($000 omitted)
|
|
|
|
||
Balances at December 31, 2014
|
202,002
|
|
|
49,866
|
|
|
251,868
|
|
Acquisitions
|
7,220
|
|
|
—
|
|
|
7,220
|
|
Purchase adjustments
|
—
|
|
|
(5,268
|
)
|
|
(5,268
|
)
|
Impairment
|
—
|
|
|
(35,000
|
)
|
|
(35,000
|
)
|
Disposals
|
(168
|
)
|
|
—
|
|
|
(168
|
)
|
Balances at September 30, 2015
|
209,054
|
|
|
9,598
|
|
|
218,652
|
|
•
|
mortgage interest rates;
|
•
|
availability of mortgage loans;
|
•
|
ability of potential purchasers to qualify for loans;
|
•
|
inventory of existing homes available for sale;
|
•
|
ratio of purchase transactions compared with refinance transactions;
|
•
|
ratio of closed orders to open orders;
|
•
|
home prices;
|
•
|
volume of distressed property transactions;
|
•
|
consumer confidence, including employment trends;
|
•
|
demand by buyers;
|
•
|
number of households;
|
•
|
premium rates;
|
•
|
foreign currency exchange rates;
|
•
|
market share;
|
•
|
independent agency remittance rates;
|
•
|
opening of new offices and acquisitions;
|
•
|
number of commercial transactions, which typically yield higher premiums;
|
•
|
government or regulatory initiatives, including tax incentives, and, for 2015, implementation of new CFPB regulations;
|
•
|
acquisitions or divestitures of businesses; and
|
•
|
seasonality and/or weather.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Opened Orders:
|
|
|
|
|
|
|
|
||||
Commercial
|
11,766
|
|
|
14,217
|
|
|
38,921
|
|
|
39,477
|
|
Purchase
|
63,836
|
|
|
63,874
|
|
|
194,898
|
|
|
181,378
|
|
Refinance
|
40,542
|
|
|
39,443
|
|
|
140,409
|
|
|
80,167
|
|
Other
|
5,380
|
|
|
8,223
|
|
|
17,362
|
|
|
14,802
|
|
Total
|
121,524
|
|
|
125,757
|
|
|
391,590
|
|
|
315,824
|
|
|
|
|
|
|
|
|
|
||||
Closed Orders:
|
|
|
|
|
|
|
|
||||
Commercial
|
8,173
|
|
|
8,916
|
|
|
26,749
|
|
|
25,836
|
|
Purchase
|
53,532
|
|
|
49,027
|
|
|
146,457
|
|
|
128,792
|
|
Refinance
|
28,849
|
|
|
20,885
|
|
|
94,310
|
|
|
46,623
|
|
Other
|
4,669
|
|
|
6,358
|
|
|
15,026
|
|
|
11,106
|
|
Total
|
95,223
|
|
|
85,186
|
|
|
282,542
|
|
|
212,357
|
|
|
For the Three Months
Ended September 30,
|
|
For the Nine Months
Ended September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
($ in millions)
|
||||||||||
Provisions – known claims:
|
|
|
|
|
|
|
|
||||
Current year
|
9.0
|
|
|
5.4
|
|
|
18.3
|
|
|
13.4
|
|
Prior policy years
|
7.7
|
|
|
3.1
|
|
|
60.1
|
|
|
36.8
|
|
|
16.7
|
|
|
8.5
|
|
|
78.4
|
|
|
50.2
|
|
Provisions – IBNR
|
|
|
|
|
|
|
|
||||
Current year
|
16.7
|
|
|
19.0
|
|
|
60.9
|
|
|
58.2
|
|
Prior policy years
|
0.2
|
|
|
(15.3
|
)
|
|
(0.6
|
)
|
|
(21.6
|
)
|
|
16.9
|
|
|
3.7
|
|
|
60.3
|
|
|
36.6
|
|
Transferred to known claims
|
(7.7
|
)
|
|
(3.1
|
)
|
|
(60.1
|
)
|
|
(36.8
|
)
|
Total provisions
|
25.9
|
|
|
9.1
|
|
|
78.6
|
|
|
50.0
|
|
|
September 30,
2015
|
|
December 31,
2014
|
||
|
($000 omitted)
|
||||
Known claims
|
105.7
|
|
|
111.7
|
|
IBNR
|
372.9
|
|
|
383.7
|
|
Total estimated title losses
|
478.6
|
|
|
495.4
|
|
|
For the Nine Months
Ended September 30,
|
||||
|
2015
|
|
2014
|
||
|
(dollars in millions)
|
||||
Net cash provided by operating activities
|
65.6
|
|
|
15.3
|
|
Net cash used by investing activities
|
(13.2
|
)
|
|
(70.8
|
)
|
Net cash (used) provided by financing activities
|
(35.1
|
)
|
|
34.4
|
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Amount Remaining Under the Plan (2)
|
||||||
July 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
20,159,374
|
|
August 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
20,159,374
|
|
September 2015
|
|
600
|
|
|
$
|
37.63
|
|
|
600
|
|
|
$
|
20,136,796
|
|
|
|
600
|
|
|
|
|
|
600
|
|
|
|
November 2, 2015
|
Date
|
|
|
Stewart Information Services Corporation
|
|
|
Registrant
|
|
|
|
By:
|
|
/s/ J. Allen Berryman
|
|
|
J. Allen Berryman, Chief Financial Officer, Secretary, Treasurer and Principal Financial Officer
|
Exhibit
|
|
|
|
|
|
|
|
||
3.1
|
|
-
|
|
Amended and Restated Certificate of Incorporation of the Registrant, dated May 1, 2009 (incorporated by reference in this report from Exhibit 3.1 of the Current Report on Form 8-K filed May 5, 2009)
|
|
|
|
||
3.2
|
|
-
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant, dated April 30, 2010 (incorporated by reference in this report from Exhibit 3.2 of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010)
|
|
|
|
||
3.3
|
|
-
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant, dated May 7, 2014 (incorporated by reference in this report from Exhibit 3.1 of the Current Report on Form 8-K filed May 7, 2014)
|
|
|
|
|
|
3.4
|
|
-
|
|
Second Amended and Restated By-Laws of the Registrant, as of April 22, 2015 (incorporated by reference in this report from Exhibit 3.1 of the Current Report on Form 8-K filed April 24, 2015)
|
|
|
|
|
|
4.1
|
|
-
|
|
Rights of Common and Class B Common Stockholders (incorporated by reference to Exhibits 3.1 through 3.4 hereto)
|
31.1*
|
|
-
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
||
31.2*
|
|
-
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
||
32.1*
|
|
-
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.2*
|
|
-
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS*
|
|
-
|
|
XBRL Instance Document
|
|
|
|
||
101.SCH*
|
|
-
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
||
101.CAL*
|
|
-
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
||
101.DEF*
|
|
-
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
||
101.LAB*
|
|
-
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
||
101.PRE*
|
|
-
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
Cigna Corporation | CI |
Aon Plc | AON |
American International Group, Inc. | AIG |
Synchrony Financial | SYF |
Intercontinental Exchange, Inc. | ICE |
Arch Capital Group Ltd. | ACGL |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|