Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-13990
LANDAMERICA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1589611
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
101 Gateway Centre Parkway
Richmond, Virginia 23235-5153
(Address of principal executive offices) (Zip Code)
(804) 267-8000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Securities Name of Exchange on Which Registered
------------------- ------------------------------------
Common Stock, no par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
7% Series B Cumulative Convertible Preferred Stock
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes_X_ No ___
The aggregate market value of voting stock held by non-affiliates of
the registrant on March 16, 2001 was approximately $614.6 million. Executive
officers and directors of the registrant are considered affiliates for purposes
of this calculation but should not necessarily be deemed affiliates for any
other purpose.
The number of shares of Common Stock, without par value, outstanding on
March 16, 2001 was 17,995,954.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 2001 Annual Meeting
of Shareholders (to be filed) are incorporated by reference into Part III
hereof.
PART I
ITEM 1. BUSINESS
The Company
LandAmerica Financial Group, Inc. (the "Company") is a holding company
organized under the laws of the Commonwealth of Virginia on June 24, 1991. The
Company, through its subsidiaries, is engaged in the business of issuing title
insurance policies and performing other real estate-related services for both
residential and commercial real estate transactions. As a holding company, the
Company has greater flexibility in conducting certain operations, especially
with regard to capital transactions, while the operating title insurance
subsidiaries remain subject to regulation by the various states. See
"Regulation" below.
The Company has its principal executive offices at 101 Gateway Centre
Parkway, Richmond, Virginia 23235-5153. Its telephone number is (804) 267-8000.
Unless the context otherwise requires, the Company, as used herein, refers to
the Company and each of its subsidiaries.
Overview of the Company's Operations
Title Insurance. The Company issues title insurance policies through
its various title underwriting subsidiaries. The Company's three principal title
underwriting subsidiaries are Commonwealth Land Title Insurance Company
("Commonwealth"), Lawyers Title Insurance Corporation ("Lawyers Title") and
Transnation Title Insurance Company ("Transnation"). The Company also owns seven
other title insurance underwriters, including Commonwealth Land Title Insurance
Company of New Jersey, Title Insurance Company of America and Industrial Valley
Title Insurance Company. The collective operations of these subsidiaries cover
the entire United States (with the exception of Iowa, which does not recognize
title insurance), certain territories of the United States and Canada.
In connection with the issuance of title insurance policies, the
Company performs title search and examination services and also offers closing
protection letters to lenders and owners who purchase title insurance. The
Company also furnishes certificates of title and abstracts of title in some
states.
Escrow and Closing Services. In addition to the issuance of title
insurance policies, the Company provides escrow and closing services to a
broad-based customer group that includes lenders, developers, real estate
agents, attorneys and home buyers and sellers. In California and a number of
western states, it is a general practice, incident to the issuance of title
insurance policies, to hold funds and documents in escrow for delivery in real
estate transactions upon fulfillment of the conditions to such delivery. In the
mid-western states, Florida and some eastern cities, it is customary for the
title company to close the transaction and disburse the sale or loan proceeds.
Fees for such escrow and closing services are generally separate and distinct
from premiums paid for title insurance policies.
Real Estate Transaction Services. The Company offers a full range of
residential real estate services to the national and regional mortgage lending
community through its LandAmerica OneStop operation. LandAmerica OneStop
provides these mortgage originators with a single, convenient point of contact
through which they may place all of their orders for title insurance and real
estate-related services. The services of LandAmerica OneStop include the
coordination and management of title insurance orders, credit reporting, flood
certification, property appraisal and valuation, centralized closing and escrow
services, real estate tax services, document preparation and property
inspections. These services are provided by LandAmerica OneStop, other
subsidiaries of the Company or through joint ventures or strategic alliances
with third parties.
-2-
As part of the Company's increased focus on real estate transaction
management, the Company acquired Primis, Inc. ("Primis"), a leading Web-based
provider of appraisal and other real estate-related services, on October 31,
2000 and merged it with its LandAmerica OneStop operations. The acquisition
added a sophisticated technology platform and significant in-house appraisal
capabilities to LandAmerica OneStop.
The Company also is a provider of certain specialized services
associated with real estate transactions through Commonwealth Relocation
Services, Inc. ("Commonwealth Relocation") and through the Company's exchange
company subsidiaries. Commonwealth Relocation offers national employee
relocation services. LandAmerica Exchange Company and The National 1031 Exchange
Corporation facilitate property exchanges pursuant to Section 1031 of the
Internal Revenue Code by holding the sale proceeds from one transaction until a
second acquisition occurs, thereby assisting customers in deferring the
recognition of taxable income.
Elliptus Technologies, Inc. ("Elliptus"), a wholly owned subsidiary of
the Company which is devoted to computer automation of various aspects of the
title insurance business, develops and markets title production and escrow
software that automates policy issuance, escrow and closing documentation and
support functions.
Principal Title Underwriting Subsidiaries
Commonwealth. Commonwealth was founded as a title insurance company in
1876 and was incorporated in the Commonwealth of Pennsylvania on April 1, 1944.
Commonwealth is licensed by the insurance departments of 49 states, the District
of Columbia, Puerto Rico and the U.S. Virgin Islands.
Lawyers Title. Lawyers Title, a Virginia corporation, has been engaged
primarily in the title insurance business since 1925. Lawyers Title conducts
business in 49 states and in the District of Columbia, the territories of Puerto
Rico and the U.S. Virgin Islands, the Bahamas and a number of Canadian
provinces.
Transnation. Transnation, an Arizona corporation, is the successor to
Transamerica Title Insurance Company, which commenced business on March 26,
1910. Transnation is licensed by the insurance departments of 40 states and the
District of Columbia.
Title Insurance and Underwriting
Title Insurance. Title insurance policies are insured statements of the
condition of title to real property. Such policies indemnify the insured from
losses resulting from certain outstanding liens, encumbrances and other defects
in title to real property that appear as matters of public record, and from
certain other matters not of public record. Title insurance is generally
accepted as the most efficient means of determining title to, and priority of
interests in, real estate in nearly all parts of the United States. Many of the
principal customers of title insurance companies buy insurance for the accuracy
and reliability of the title search as well as for the indemnity features of the
policy. The beneficiaries of title insurance policies are generally owners or
buyers of real property or parties who make loans on the security of real
property. An owner's policy protects the named insured against title defects,
liens and encumbrances existing as of the date of the policy and not
specifically excluded or excepted from its provisions, while a lender's policy,
in addition to the foregoing, insures against the invalidity of the lien of the
insured mortgage and insures the priority of the lien as stated in the title
policy.
-3-
While most other forms of insurance provide for the assumption of risk
of loss arising out of unforeseen future events, title insurance serves to
protect the policyholder from the risk of loss from events that predate the
issuance of the policy. This distinction underlies the low claims loss
experience of title insurers as compared to other insurance underwriters. Losses
generally result either from judgment errors or mistakes made in the title
search and examination process or the escrow process or from hidden defects such
as fraud, forgery, incapacity or missing heirs. Operating expenses, on the other
hand, are higher for title insurance companies than for other companies in the
insurance industry. Most title insurers incur considerable costs relating to the
personnel required to process forms, search titles, collect information on
specific properties and prepare title insurance commitments and policies.
Underwriting. The Company issues title insurance policies on the basis
of a title report, which is prepared pursuant to underwriting guidelines
prescribed by the Company, after a search of the public records, maps and
documents to ascertain the existence of easements, restrictions, rights of way,
conditions, encumbrances, liens or other matters affecting the title to, or use
of, real property. In certain instances, a visual inspection of the property is
also made. Title examinations may be made by branch employees, agency personnel
or approved attorneys, whose reports are utilized by or rendered to a branch or
agent and are the basis for the issuance of policies by the Company. In the case
of difficult or unusual legal or underwriting issues involving potential title
risks, the branch office or agent is instructed to consult with a designated
supervising office. The Company's contracts with independent agents require that
the agent seek prior approval of the Company in order to commit the Company to
assume a risk over a stated dollar limit.
The Company owns a number of title plants and in some areas leases or
participates with other title insurance companies or agents in the cooperative
operation of such plants. Title plants are compilations of copies of public
records, maps and documents that are indexed to specific properties in an area,
and they serve to facilitate the preparation of title reports. In many of the
larger markets, the title plant and search procedures have been automated. To
maintain the value of the title plants, the Company continually updates its
records by regularly adding current information from the public records and
other sources. In this way, the Company maintains the ability to produce quickly
and at a reduced expense a statement of the instruments which constitute the
chain of title to a particular property.
Direct and Agency Operations
The Company issues title insurance policies through its direct
operations (which include branch offices of its title insurers and wholly owned
subsidiary agencies of the Company) or through independent title insurance
agents. Where the policy is issued through its direct operations, the search is
performed by or at the direction of the Company, and the premium is collected
and retained by the Company. Where the policy is issued through an independent
agent, the agent generally performs the search (in some areas searches are
performed by approved attorneys), examines the title, collects the premium and
retains a portion of the premium. The remainder of the premium is remitted to
the Company as compensation for bearing the risk of loss in the event a claim is
made under the policy. The percentage of the premium retained by an agent varies
from region to region and is sometimes regulated by the states. The Company is
obligated to pay title claims in accordance with the terms of its policies,
regardless of whether it issues policies through direct operations or
independent agents. In the fiscal year ended December 31, 2000, approximately
43.6% of total title insurance revenues were derived from direct operations and
56.4% came from independent agents.
The premium for title insurance is due in full when the real estate
transaction is closed. Title insurance premium revenues from direct operations
are recognized by the Company upon
-4-
the closing of the transaction, whereas premium revenues from agency operations
are recognized by the Company upon receipt of such premiums. Premiums from
independent agents are typically remitted to the Company an average of 90 days
after the closing of the real estate transaction.
Insured Risk on Policies in Force
The amount of the insured risk or "face amount" of insurance under a
title insurance policy is generally equal to either the purchase price of the
property or the amount of the loan secured by the property. The insurer is also
responsible for the cost of defending the insured title against covered claims.
The insurer's actual exposure at any time is significantly less than the total
face amount of policies in force because the risk on an owner's policy is often
reduced over time as a result of subsequent transfers of the property and the
reissuance of title insurance by other title insurance underwriters, and the
coverage of a lender's policy is reduced and eventually terminated as a result
of payment of the mortgage loan. Because of these factors, the total contingent
liability of a title underwriter on outstanding policies cannot be precisely
ascertained.
In the ordinary course of business, the Company's underwriting
subsidiaries represent and defend the interests of their insureds, and provide
on the Company's consolidated books for estimated losses and loss adjustment
expenses. Title insurers are sometimes subject to unusual claims (such as claims
of Indian tribes to land formerly inhabited by them) and to claims arising
outside the insurance contract, such as for alleged negligence in search,
examination or closing, alleged improper claims handling and alleged bad faith.
The damages alleged in such claims arising outside the insurance contract may
often exceed the stated liability limits of the policies involved. While the
Company in the ordinary course of its business has been subject from time to
time to these types of claims, the Company's losses to date on such claims have
not been significant in number or material in dollar amount to the Company's
financial condition.
Liabilities for estimated losses and loss adjustment expenses represent
the estimated ultimate net cost of all reported and unreported losses incurred
through December 31, 2000. The reserves for unpaid losses and loss adjustment
expenses are estimated using individual case-basis valuations and statistical
analyses. Those estimates are subject to the effects of trends in loss severity
and frequency. Although considerable variability is inherent in such estimates,
management believes that the reserves for losses and loss adjustment expenses
are adequate. Independent actuaries review the adequacy of reserves on an
interim basis and certify as to their adequacy on an annual basis. The reserve
estimates are continually reviewed and adjusted as the Company's loss experience
develops or new information becomes known. Any adjustments to loss reserve
estimates are included as a current operating expense. The provision for policy
and contract claims as a percentage of operating revenues for the fiscal years
ended December 31, 2000, 1999 and 1998 was 4.4%, 4.9%, and 5.2%, respectively.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations."
The Company generally pays losses in cash; however, it sometimes
settles claims by purchasing the interest of the insured in the real property or
the interest of the claimant adverse to the insured. Assets acquired in this
manner are carried at the lower of cost or estimated realizable value, net of
any indebtedness thereon.
Standard & Poors Corporation ("S&P") has assigned a financial strength
rating of "A-" to the title insurance operations of the Company. According to
S&P, an insurer rated "A" has strong financial security characteristics, but is
somewhat more likely to be affected by adverse business conditions than are
insurers with higher ratings, and the minus (-) rating indicates relative
standing within the "A" category. S&P assigns a ratings outlook along with its
letter ratings to indicate its expectations of trends that relate to the
financial strength rating for the rated company. The ratings outlook assigned by
S&P may be either "positive," "stable" or
-5-
"negative." According to S&P, the ratings outlook for the Company is "stable."
Fitch, Inc. ("Fitch") has assigned an "A+" rating to the financial strength of
the Company. According to Fitch, an "A" rating is assigned to those companies
that possess strong capacity to meet policyholder and contract obligations,
where risk factors are moderate and the impact of any adverse business and
economic factors is expected to be small. The plus (+) rating assigned by Fitch
indicates relative standing within the "A" category. Fitch also assigns a
ratings outlook along with its letter ratings to indicate its expectations of
trends that relate to the financial strength rating for the rated company. The
ratings outlook assigned by Fitch may be either "positive," "stable" or
"negative." According to Fitch, the ratings outlook for the Company is "stable."
The S&P and Fitch ratings are not designed for the protection of investors and
do not constitute recommendations to buy, sell or hold any security.
The Company places a high priority on maintaining effective quality
assurance and claims administration programs. The Company's quality assurance
program focuses on quality control, claims prevention and product risk
assessment for its independent agencies. The claims administration program
focuses on improving liability analysis, prompt, fair and effective handling of
claims, prompt evaluation of settlement or litigation with first and third-party
claimants and appropriate use of ADR (Alternative Dispute Resolution) in claims
processing. In addition, to reduce the incidence of agency defalcations, the
Company has established due diligence requirements in connection with the
appointment of new agents, procedures for renewing existing agents and an Agency
Audit Program. The Company continues to refine its systems for maintaining
effective quality assurance and claims administration programs.
Reinsurance and Coinsurance
The Company distributes large title insurance risks through the
mechanisms of reinsurance and coinsurance. In reinsurance agreements, the
reinsurer accepts that part of the risk which the primary insurer (the "ceding
company" or "ceder") decides not to retain, in consideration for a portion of
the premium. A number of factors may enter into a company's decision to
reinsure, including retention limits imposed by state law, customer demands and
the risk retention philosophy of the company. The ceder, however, remains liable
to the insured for the total risk, whether or not the reinsurer meets its
obligation. The Company may reinsure from among its own title insurance
subsidiaries or may reinsure with unaffiliated reinsurers. As a general rule,
when the Company purchases reinsurance on a particular risk from unaffiliated
reinsurers, it will generally retain a primary risk of $5.0 million and may
participate with such reinsurers on liability amounts above the primary level on
a secondary level. Reinsurance is generally purchased from unaffiliated
reinsurers if the risk is greater than $150.0 million.
The Company assumes reinsurance from unaffiliated title insurance
underwriters pursuant to a standard reinsurance agreement concerning specific
title insurance risks for properties on which it assumes a portion of the
liability. The Company has entered into numerous reinsurance agreements with
other title insurance underwriters on specific transactions. The Company's
exposure on all reinsurance assumed is reduced due to retention of a substantial
amount of primary risk by the ceding company. In addition, exposure under these
agreements generally ceases upon a transfer of the insured properties and, with
respect to insured loans, is decreased by reductions in mortgage loan balances.
Because of this, the actual exposure is much less than the total reinsurance
which the Company has assumed. The Company provides loss reserves on assumed
reinsurance business on a basis consistent with reserves for direct business.
The Company utilizes coinsurance to enable it to provide coverage in
amounts greater than it would be willing or able to undertake individually. In
coinsurance transactions, each individual underwriting company issues a separate
policy and assumes a fraction of the overall total risk. Each coinsurer is
liable only for the particular fraction of the risk it assumes.
-6-
The Company enters into reinsurance and coinsurance arrangements with
most of the larger participants in the title insurance market and such
arrangements are not materially concentrated with any single title insurance
company. Revenues and claims from reinsurance are not material to the Company's
business as a whole.
The Company maintains excess of loss catastrophic insurance through
Lloyd's of London and Ace Capital Title Reinsurance Company totaling $200.0
million. The Lloyd's policy provides fidelity and title loss coverage up to
$100.0 million with a $20.0 million deductible for title losses and a lesser
deductible for other losses. The Ace policy covers an additional $100.0 million
in title exposure for any covered loss that exceeds $100.0 million.
Title Insurance Revenues
The table below sets forth, for the years ended December 31, 2000, 1999
and 1998, the approximate dollars and percentages of the Company's revenues for
the ten states representing the largest percentages of such revenues and for all
other states combined:
Revenues by State
(Dollars in thousands)
Years Ended December 31,
---------------------------------------------------------------------------------------
2000 1999 1998 (1)
------------------------- ------------------------- -------------------------
Texas $ 277,547 15.9% $ 275,271 13.8% $ 272,577 14.1%
California 195,016 11.1% 222,319 11.1% 224,062 11.6%
Florida 136,976 7.8% 168,808 8.4% 149,220 7.7%
Pennsylvania 117,131 6.7% 138,028 6.9% 118,819 6.1%
New York 98,041 5.6% 113,510 5.7% 105,135 5.4%
Michigan 96,688 5.5% 111,992 5.6% 107,954 5.6%
New Jersey 74,620 4.3% 76,897 3.8% 65,765 3.4%
Virginia 56,290 3.2% 53,511 2.7% 57,815 3.0%
Washington 53,610 3.0% 63,448 3.2% 65,332 3.4%
Arizona 52,759 3.0% 60,914 3.0% 61,112 3.2%
Other 547,807 31.3% 647,759 32.4% 623,574 32.1%
------------ ---------- ------------ ---------- ------------- ---------
Total Title Revenues 1,706,485 97.4% 1,932,457 96.6% 1,851,365 95.6%
Non-Title Revenues 44,785 2.6% 67,557 3.4% 87,301 4.4%
------------ ---------- ------------ ---------- ------------- ---------
Total Revenues $ 1,751,270 100.0% $ 2,000,014 100.0% $ 1,938,666 100.0%
============ ========== ============ ========== ============= =========
__________________
(1) On February 27, 1998, the Company acquired all of the issued and
outstanding shares of capital stock of Commonwealth and Transnation. The amounts
included in the table for 1998 are presented on a pro forma basis assuming that
the acquisition occurred at the beginning of 1998.
Sales and Marketing
The Title Insurance Market. For sales and marketing purposes, the
Company generally views residential real estate activities and commercial real
estate activities as two distinct sources of title insurance business.
Residential real estate business results from the construction, sale, resale and
refinancing of residential properties, while commercial real estate business
results from similar activities with respect to properties with a business or
commercial use. The
-7-
Company has emphasized the development of its residential real estate business
during the 1990's, while maintaining a leadership position in insuring
commercial real estate transactions. Although precise data is not available to
compare the percentage of total premium revenues of the Company derived from
commercial versus residential real estate activities, approximately 80% of such
revenues in 2000 resulted from policies providing coverage of $1.0 million or
less (which tend to be residential) and approximately 20% of such revenues
resulted from policies providing coverage in excess of $1.0 million.
Residential Transactions. The Company's primary source of residential
business is from the local real estate community, such as attorneys, real estate
brokers and developers, financial institutions, mortgage brokers and independent
escrow agents. Maintenance and expansion of these referral sources is integral
to the Company's marketing strategy for local residential business. Although
most of the Company's residential business arises from these local
relationships, large national and regional residential mortgage originators
continue to expand their role in the residential real estate market. These
lenders are attracted to title insurance providers who can offer a single source
for title insurance and a broad array of services related to residential real
estate transactions. The Company has responded to this developing trend in the
market by establishing LandAmerica OneStop as a single, convenient point of
contact through which national and regional mortgage lenders can place orders
for title insurance and other services related to real estate transactions. See
"Overview of the Company's Operations - Real Estate Transaction Services."
The Company continues to expand its national affiliated agency
relationships which include builders, realtors, lenders and vendor managers. In
addition, each of the Company's principal underwriting subsidiaries has
developed brand name recognition in particular markets. Using a multiple brand
strategy in which each of these subsidiaries markets and sells under its own
name, the Company seeks to capitalize on long-standing customer relationships
and referral sources and to target different market segments with different
brand names.
Commercial Transactions. The Company is one of the leading providers of
title insurance for commercial transactions. The Company's National Commercial
Services ("NCS") division specializes in the sale and servicing of title
insurance for complex commercial and multi-property transactions. The Company
has NCS offices in 22 strategic metropolitan areas in the United States. Each of
these NCS offices markets title insurance products and services to large
commercial customers located in its sales territory and acts as a single point
of contact for the customer's title insurance needs throughout the country. The
Company also markets title insurance for commercial transactions through local
direct operations and independent agents.
In addition, the Company is one of the most strongly capitalized title
insurers in the industry, with an aggregate statutory surplus of $358.6 million
as of December 31, 2000. The financial strength of the Company is an important
factor in marketing the Company's commercial title business capabilities,
enabling it to underwrite larger title policies and retain higher levels of risk
without purchasing reinsurance from a third party. The Company's capital
position supports financial strength ratings of "A-" from Standard & Poors and
"A+" from Fitch. These ratings are important in competing for commercial title
insurance business.
Customers
As of December 31, 2000, no single independent agent was responsible
for more than 5% of the title insurance revenues of any of the Company's
principal underwriting subsidiaries. In addition, the Company is not dependent
upon any single customer or any single group of customers. The loss of any one
customer would not have a material adverse effect on the Company.
-8-
Competition
The title insurance business is very competitive. Competition for
residential title business is based primarily on service and, to a lesser
extent, price. Service quality is based upon a number of factors, including
technological capabilities (resulting in a readily accessible, efficient and
reliable product) and the ability to respond quickly to customers. With respect
to national and regional mortgage lenders, service quality includes a large
distribution network and the ability to deliver a broad array of real estate
services quickly, efficiently and through a single point of contact. Competition
for commercial title business is based primarily on price, service, expertise in
complex transactions and the size and financial strength of the insurer. Title
insurance underwriters also compete for agents on the basis of service and
commission levels.
The Company is one of the largest title insurance underwriters in the
United States based on title premium revenues. Its principal competitors are
other major title insurance underwriters and their agency networks. The
Company's principal competitors during 2000 were First American Corporation,
Stewart Information Services, Inc., Old Republic International Corporation and
Fidelity National Financial, Inc. Of the more than one hundred title insurance
underwriting companies licensed in the United States, the top five companies
account for approximately 89% of the title insurance market.
The Company's title insurance subsidiaries are subject to regulation by
the insurance authorities of the states in which they do business. See
"Regulation." Within this regulatory framework, the Company competes with
respect to premium rates, coverage, risk evaluation, service and business
development.
State regulatory authorities impose underwriting limits on title
insurers based primarily on levels of available capital and surplus. The Company
has underwriting limits that are comparable to its competitors. While such
limits may theoretically hinder the Company's title insurance subsidiaries'
assumption of a particular large underwriting liability, in practice the Company
has established its own internal risk limits at levels substantially lower than
those allowed by state law. In addition, the Company may spread the risk of a
large underwriting liability over its three principal title underwriting
subsidiaries. Therefore, statutory capital-based risk limits are not considered
by the Company to be a significant factor in the amount or size of underwriting
it may undertake.
Regulation
The title insurance business is regulated by state regulatory
authorities who possess broad powers relating to the granting and revoking of
licenses, and the type and amount of investments which the Company's title
insurance subsidiaries may make. These state authorities also regulate insurance
rates, forms of policies, claims handling procedures and the form and content of
required annual statements, and have the power to audit and examine the
financial and other records of these companies. Some states require title
insurers to own or lease title plants. A substantial portion of the assets of
the Company's title underwriting subsidiaries consists of their portfolios of
investment securities. Each of these subsidiaries is required by the laws of its
state of domicile to maintain assets of a statutorily defined quality and
amount. See "Investment Policies" below. Under state laws, certain levels of
capital and surplus must be maintained and certain amounts of portfolio
securities must be segregated or deposited with appropriate state officials.
State regulatory policies also restrict the amount of dividends which insurance
companies may pay without prior regulatory approval. Generally, all of the title
underwriters that meet certain financial thresholds are required to engage
independent auditors to audit their statutory basis financial statements which,
along with the auditor's report, must be filed with the state insurance
regulators.
-9-
The National Association of Insurance Commissioners (the "NAIC") has
adopted model legislation which if enacted would regulate title insurers and
agents nationally and change certain statutory reporting requirements. The
proposed legislation also would require title insurers to audit agents
periodically and require licensed agents to maintain professional liability
insurance. A number of states have adopted legislation similar to some of the
provisions contained in the NAIC model legislation. The Company cannot predict
whether all or any portion of the proposed legislation or any similar
legislation will be adopted in any other states. Also, the NAIC has adopted an
instruction requiring an annual certification of reserve adequacy by a qualified
actuary. Because all of the states in which the Company's title insurance
subsidiaries are domiciled require adherence to NAIC filing procedures, each
such subsidiary, unless it qualifies for an exemption, must file an actuarial
opinion with respect to the adequacy of its reserves.
Many state insurance regulatory laws intended primarily for the
protection of policyholders contain provisions that require advance approval by
state agencies of any change in control of an insurance company or insurance
holding company that is domiciled (or, in some cases, doing business) in that
state. Under such current laws, any future transaction that would constitute a
change in control of the Company would generally require approval by the state
insurance departments of Virginia, California, Tennessee, Texas, Ohio,
Pennsylvania, Arizona, New Jersey, New York and Florida. Such a requirement
could have the effect of delaying or preventing certain transactions affecting
the control of the Company or the ownership of the Company's Common Stock,
including transactions that could be advantageous to the shareholders of the
Company.
Investment Policies
The Company earns investment income from its portfolio of
fixed-maturity debt securities issued principally by corporations and United
States, state and local jurisdictions, as well as by United States government
agencies. Substantially all of this portfolio is located in the Company's title
underwriting subsidiaries. At December 31, 2000, approximately 99% of the
Company's investment portfolio consisted of investment grade securities. The
Company's portfolio is managed to comply with the various state regulatory
requirements while maximizing net after-tax yield. The Company generally does
not invest in common stock issued by unaffiliated entities. The investment
portfolio is managed by professional investment advisors under guidelines which
govern the types of permissible investments, investment quality, maturity and
duration, and concentration of issuer. These guidelines, and the Company's
investment strategies, are established and periodically re-examined by the
Investment Funds Committee of the Company's Board of Directors. This Committee
also reviews the performance of the investment advisors on a quarterly basis.
See Note 3 to the Consolidated Financial Statements.
Cyclicality and Seasonality
The title insurance business is closely related to the overall level of
residential and commercial real estate activity, which is generally affected by
the relative strength or weakness of the United States economy. In addition,
title insurance volumes fluctuate based on the effect of changes in interest
rates on the level of real estate activity. Economic downturns, or periods of
increasing interest rates, usually have an adverse impact on real estate
activity and therefore premium and fee revenues.
Historically, residential real estate activity has been generally
slower in the winter, when fewer families move, buy or sell homes, with
increased volumes in the spring and summer. Residential refinancing activity is
generally more uniform throughout the seasons, but is subject to interest rate
variability. The Company typically reports its lowest revenues in the first
quarter, with revenues increasing into the second quarter and through the third
quarter. The fourth
-10-
quarter customarily may be as strong as the third quarter, depending on the
level of activity in the commercial real estate market.
Employees
As of December 31, 2000, the Company had 8,100 full time and 539 part
time employees. The Company's relationship with its employees is good. Except
for nine employees in Pittsburgh, Pennsylvania, no employees of the Company are
covered by any collective bargaining agreements, and the Company is not aware of
any union organizing activity relating to its employees.
Environmental Matters
Recent title insurance policies specifically exclude any liability for
environmental risks or contamination. Older policies, while not specifically
addressing environmental risks, are not considered to provide any coverage for
such matters, and the Company does not expect any significant expenses related
to environmental claims.
The Company, through its subsidiaries, sometimes acts as a temporary
title holder to real estate under a nominee holding agreement and sometimes
participates in holding agreements involving tax-deferred exchanges. The
Company's customers in such situations generally are financially strong entities
from whom it secures indemnification for potential environmental and other
claims. In other situations where the Company might acquire title to real
estate, it will generally require that an appropriate environmental assessment
be made to evaluate and avoid any potential liability.
Business Strategy
The Company is one of the largest title insurers in the United States.
The Company's long term objective is to enhance its position as a premier, low
cost national provider of real estate-related products and services and to
maximize its profitability throughout the real estate market cycle. To
accomplish this objective, the Company is pursuing various business strategies
designed to enhance growth and maximize profitability.
Increasing Focus on Real Estate Transaction Management Services.
National mortgage originators have become an increasingly important participant
in the mortgage finance market. These large national mortgage lenders
increasingly demand that a number of services related to the mortgage financing
process be available from and billed by a single source. Each lender seeks a
quick and efficient response to avoid the loss of business to a competitor. To
respond to this market need, LandAmerica OneStop provides national mortgage
originators with a single, convenient point of contact through which they may
place all of their orders for title insurance and real estate-related services.
LandAmerica OneStop's technology-enhanced national distribution system enables
it to increase the speed and efficiency of real estate transactions by
coordinating and managing various products and services required for settlement
of these transactions. The Company believes that LandAmerica OneStop will be
increasingly important in the next few years in attracting and retaining the
business of the large national mortgage lenders as well as other multi-state
transaction originators.
Expand Distribution Capabilities. The Company seeks to increase its
share of the title insurance market by expanding and enhancing its distribution
channels through the hiring and retention of experienced industry professionals
with strong local relationships, the opening of new direct offices in markets
with the potential for significant transaction volume, and selectively acquiring
or engaging in joint ventures with title insurance companies and agencies in
order to strengthen the Company's presence in particularly attractive markets.
In the case of the
-11-
acquisition of agencies or small to medium-size underwriters, the Company
reviews the agency's or underwriter's profitability, location, growth potential
in its existing market, claims experience and, in the case of an underwriter,
the adequacy of its reserves.
Providing High Quality Service. High quality service, defined as the
prompt and accurate production and delivery of products and services, is a
critical competitive factor in developing successful long-term relationships
with customers. Service quality is particularly important to the growing
national lender customer base. The Company's strategy for providing high quality
service includes the utilization of technology to further automate the title
production process and the delivery of real estate-related services.
Maintaining Commercial Real Estate Market Strength. Participation in
the commercial real estate market is attractive since the operating margins are
generally better than those provided in residential real estate transactions. In
addition, commercial business partially offsets some of the cyclicality of the
residential real estate market, where transaction volumes are more susceptible
to changes in interest rates. The Company maintains its presence in the
commercial real estate market primarily due to the financial strength ratings of
its underwriting subsidiaries, its strong capital position, the high quality
service that it provides and its expertise in handling complex transactions. In
particular, the combined capital position of the Company's three principal
underwriting subsidiaries enables it to underwrite large commercial policies
while purchasing less reinsurance, thus increasing profitability.
Achieving Economies of Scale. Through cost control, the Company
achieves economies of scale in its core title insurance related operations as
losses resulting from claims under title insurance policies represent a
relatively small part of the Company's overall costs. The Company is
implementing the following plans to further improve efficiency:
o Service Center Concept. Operating costs, the largest portion of
expenses relating to providing title insurance, are relatively
high compared to other types of insurers. In many major markets,
the Company implemented the Service Center Concept, in which its
three principal operating subsidiaries share a single back office
processing center in a geographic region while continuing to
market from separate storefronts under different brand names. This
concept reduced the Company's cost per order in those markets.
Service centers are now in place in major markets such as Denver,
Seattle, Portland, Houston, Chicago, Detroit, San Francisco,
Philadelphia, Orlando, Tampa and Ft. Lauderdale.
o Workflow Process Redesign. The Company is committed to the
development of electronic commerce and the redesign of traditional
workflow processes. In an effort to reduce expenses and improve
service, the Company initiated a workflow process redesign
throughout the Company in 1999. While achieving some benefits of a
streamlined and more efficient workflow, more benefits will be
achieved when the entire company uses one interconnected title
production and closing system. The Company has developed and
introduced an Internet-based software program to handle title
policy production and real estate closings. Benefits of the system
include a reduction in staffing levels accompanied by an increase
in the speed an order can be processed. The new system allows the
Company to receive orders electronically and to deliver the title
report and closing statement as email attachments, thereby
improving service to customers.
Enhancing Cost Control Flexibility. The Company manages its personnel
expenses to reflect changes in the level of activity in the real estate market.
As a result, the Company's employee base expands and contracts over time. In
order to manage personnel costs more efficiently throughout the real estate
cycle, the Company uses temporary or part time employees
-12-
where appropriate to staff operations so the Company can respond promptly to
changes in real estate activity.
ITEM 2. PROPERTIES
The Company owns an office building and adjacent real estate in
Richmond, Virginia which it uses for its corporate headquarters. This property
consists of approximately 128,000 square feet of office space and parking
facilities. The Company's title insurance subsidiaries conduct their business
operations primarily in leased office space. As of December 31, 2000, the
Company had numerous leases for its branch offices and subsidiaries throughout
the states in which it operates. In addition, it owns several other properties
which in aggregate are not material to its business taken as a whole.
The Company's title plants constitute a principal asset. Such plants
comprise copies of public records, maps, documents, previous reports and
policies which are indexed to specific properties in an area. The plants are
generally located at the office which serves a particular locality or in
"service centers" serving multiple localities in major metropolitan areas. They
enable title personnel to examine title matters relating to a specific parcel of
real property as reflected in the title plant, and eliminate or reduce the need
for a separate search of the public records. They contain material dating back a
number of years and are kept current on a daily or other frequent basis by the
addition of copies of documents filed of record which affect real property. The
Company maintains title plants covering many of the areas in which it operates,
although certain offices utilize jointly owned and maintained plants. The
Company capitalizes only the initial cost of title plants. The cost of
maintaining such plants is charged to expense as incurred.
The title plants and title examination procedures have been automated
and computerized to a large extent in many areas. To protect against casualty
loss, the Company's offices maintain duplicate files and backups of all title
plants.
On February 23, 1998, the Company entered into an Agreement Containing
Consent Order (the "Consent Order") with the Federal Trade Commission (the
"FTC") in connection with the acquisition of Commonwealth and Transnation. The
Consent Order required, and the Company completed, the divestiture of certain
title plants in 12 localities named in the Consent Order. Seven of such
localities were in Florida, three were in Michigan, and one each was in
Washington, D.C. and St. Louis, Missouri. Pursuant to the terms of the Consent
Order, the Company may not acquire, without prior notice to the FTC, any
interest in a title plant in any of the named localities for a period of 10
years following the date of the Consent Order.
The Company believes that its properties are maintained in good
operating condition and are suitable and adequate for its purposes.
ITEM 3. LEGAL PROCEEDINGS
General
The Company and its subsidiaries are involved in certain litigation
arising in the ordinary course of their businesses, some of which involve claims
of substantial amounts. Although the ultimate outcome of these matters cannot be
ascertained at this time, and the results of legal proceedings cannot be
predicted with certainty, the Company believes, based on current knowledge, that
the resolution of these matters will not have a material adverse effect on the
Company's financial position or results of operations.
-13-
Litigation Not in the Ordinary Course of Business
The People of the State of California, the Controller of the State of
California and the Insurance Commissioner of the State of California have filed
a putative defendant class action suit in the Sacramento Superior Court against
Fidelity National Title Insurance Company and others (Case No. 99AS02793). While
the subsidiaries of the Company that do business in California (the "Company's
California Subsidiaries") were not named in the suit, they fall within the
putative defendant class definition which includes virtually all title insurance
underwriters, underwritten title companies, controlled escrow companies and
independent escrow companies in California. The suit alleges that the defendants
(i) failed to escheat unclaimed property to the Controller of the State of
California on a timely basis, (ii) charged California home buyers and other
escrow customers fees for services which were never performed, or which cost
less than the amount charged, and (iii) devised and carried out schemes with
financial institutions to receive interest, or monies in lieu of interest, on
escrow funds deposited by defendants with financial institutions in demand
deposits. The suit seeks injunctive relief, restitution and civil penalties.
The Company's California Subsidiaries are cooperating with the
Controller's Office in the conduct of unclaimed property audits, and with the
Department of Insurance in a limited examination with respect to banking
relationships. Additionally, the Company's California Subsidiaries have entered
into an agreement with the Attorney General that would allow claims against them
to be dismissed without prejudice, in order to facilitate settlement discussions
with the Attorney General and other state representatives without facing
court-imposed deadlines. The Company has engaged in preliminary settlement
discussions with the Attorney General. Although the complete terms of a
settlement agreement have not been reached, the Company believes that, based on
the status of discussions to date, the final terms of any settlement agreement
that is materially consistent with those discussions would not have a material
adverse effect on the Company's financial condition.
On or about June 16, 2000, Norman E. Taylor, Connie S. Taylor, Lynne
Thompson Jones-Brittle, Colin R. Callaghan and Miriam J. Callaghan
(collectively, the "Plaintiffs") filed a putative class action suit (the "Taylor
Suit") in the Superior Court of Los Angeles, California (Case No. BC 231917)
against the Company, Commonwealth Land Title Insurance Company, Commonwealth
Land Title Company, Lawyers Title Insurance Corporation and Lawyers Title
Company (collectively, the "Defendants"). The Plaintiffs purport to represent a
class defined in the First Amended Complaint dated November 20, 2000 (the
"Amended Complaint") as "[a]ll persons or entities who, from 1980 to the
present, incident to purchase, sale or refinancing of real property located in
California, deposited funds in escrow accounts controlled by the Defendants and
were not paid interest on their funds and/or were charged fees for services not
rendered by Defendants or excessive fees for the services Defendants performed."
The Plaintiffs allege in the Amended Complaint that the Defendants
unlawfully (a) received interest, other credits or payments that served as the
functional equivalent of interest, on customer escrow funds; (b) charged and
retained fees for preparing and recording reconveyances that they did not
prepare or record, and charged and retained excessive fees for other
escrow-related services; and (c) swept or converted funds in escrow accounts
based upon contrived charges prior to the time the funds escheated or should
have escheated to the State of California pursuant to the Unclaimed Property
Law. The Plaintiffs assert claims for relief against the Defendants based on (i)
violation of California's Unfair Business Practices Act, California Business and
Professions Code ss.ss. 17200, et. seq.; (ii) violation of California's
Deceptive, False and Misleading Advertising Act, California Business and
Professions Code ss.ss. 17500, et. seq.; (iii) violation of California's
Consumer Legal Remedies Act, California Civil Code ss.ss. 1750, et. seq.; (iv)
breach of fiduciary duty; (v) breach of agents' duties to their principals; (vi)
breach of
-14-
undertaking of special duty; (vii) conversion; (viii) unjust enrichment; (ix)
conspiracy; and (x) negligence. The Plaintiffs seek injunctive relief,
restitution of improperly collected charges and interest and the imposition of
an equitable constructive trust over such amounts, damages according to proof,
punitive damages, costs and expenses, attorneys' fees, pre- and post-judgment
interest and such other and further relief as the Court may deem necessary and
proper.
The Company intends to defend vigorously the Taylor Suit. The suit is
still in its initial stages, and at this time no estimate of the amount or range
of loss that could result from an unfavorable outcome can be made.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of 2000.
-15-
EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below are the persons who serve as executive officers of the
registrant, their ages and positions as of March 16, 2001, and their business
experience during the prior five years. There are no family relationships
between any of such persons and any director, executive officer, or person
nominated to become a director or executive officer.
Name Age Office and Experience
---- --- ---------------------
Charles H. Foster, Jr. 58 Chairman and Chief Executive Officer of the Company since October
1991. Mr. Foster also serves as Chairman and Chief Executive
Officer of Lawyers Title, a position he has held for more than
five years. In addition, since June 1, 1999, Mr. Foster has
served as Chairman and Chief Executive Officer of Commonwealth and
Transnation.
Janet A. Alpert 54 President of the Company since January 1993. Ms. Alpert also
serves as President of Lawyers Title, a position she has held for
more than five years. In addition, since March 1, 1998, Ms.
Alpert has served as President of Commonwealth and Transnation.
Ms. Alpert also served as Chief Operating Officer of the Company
and Lawyers Title from January 1993 to February 27, 1998.
Theodore L. Chandler, Jr. 48 Senior Executive Vice President of the Company since January 31,
2000. Mr. Chandler also serves as Senior Executive Vice President
of Lawyers Title, Commonwealth and Transnation, positions he has
held since February 23, 2000. Mr. Chandler was a member of the
law firm of Williams, Mullen, Clark & Dobbins until January 31,
2000, a position he held for more than five years.
G. William Evans 46 Executive Vice President and Chief Financial Officer of the
Company since September 15, 1999. Mr. Evans also serves as
Executive Vice President and Chief Financial Officer of Lawyers
Title, Commonwealth and Transnation, positions he has held since
September 15, 1999. Mr. Evans served as Executive Vice President
- Information Technology of the Company from February 27, 1998 to
September 15, 1999. He served as Vice President and Treasurer of
the Company from October 1991 to February 1998. He also served as
Senior Vice President, Chief Financial Officer and Treasurer of
Lawyers Title from October 1991 to February 1998.
-16-
Name Age Office and Experience
---- --- ---------------------
John M. Carter 45 Executive Vice President - Law and Employee Relations of the
Company since February 27, 1998. Mr. Carter also serves as
Executive Vice President - Law and Employee Relations of
Commonwealth, Lawyers Title and Transnation, positions he has held
since March 1, 1998. He served as Assistant Secretary of the
Company from February 1995 to February 1998. He also served as
Senior Vice President - Law and Employee Relations of Lawyers
Title from April 1997 to February 1998. Mr. Carter served as Vice
President, General Corporate Counsel and Secretary of Lawyers
Title from 1994 to April 1997.
Jeffrey D. Vaughan 42 Executive Vice President - Real Estate Services Group of the
Company since September 1, 1998. Mr. Vaughan also serves as
Executive Vice President of Lawyers Title, Commonwealth and
Transnation, positions he has held since April 15, 1999. Mr.
Vaughan served as Executive Vice President - Director of National
Commercial Services of the Company from April 1, 1998 to September
1, 1998, and served as Executive Vice President - Commercial and
National Residential Operations of Lawyers Title from April 1,
1997 to April 1, 1998. From 1991 to 1997, he was Senior Vice
President - National Division Manager of Lawyers Title. Mr.
Vaughan also served as President of LandAmerica OneStop from
September 1, 1998 to October 31, 2000.
Jeffrey C. Selby 55 Executive Vice President - Director of National Commercial
Services and Manager of National Agents and Affiliates of the
Company since February 17, 1999. Mr. Selby has also served as
Executive Vice President of Lawyers Title since February 17, 1999,
and as Executive Vice President of Commonwealth and Transnation
since March 25, 1999. Mr. Selby served as Senior Vice President -
Manager of National Agents and Affiliates of the Company from
March 1, 1998 to February 17, 1999. He also served as Senior Vice
President - National Accounts Manager of Commonwealth from May
1996 to March 1, 1998 and as Senior Vice President - Regional
Manager of Commonwealth from 1993 to May 1996.
Russell W. Jordan, III 60 Senior Vice President, General Counsel and Secretary of the
Company since February 27, 1998. Mr. Jordan also serves as Senior
Vice President and General Counsel of Lawyers Title, a position he
has held for more than five years. In addition, since March 1,
1998, Mr. Jordan has served as Senior Vice President and General
Counsel of Commonwealth and Transnation. Mr. Jordan served as
Secretary and General Counsel of the Company from October 1991 to
February 1998.
-17-
Name Age Office and Experience
---- --- ---------------------
John R. Blanchard 52 Senior Vice President - Corporate Controller of the Company since
February 27, 1998. Mr. Blanchard also serves as Senior Vice
President and Corporate Controller of Commonwealth, Lawyers Title
and Transnation, positions he has held since March 1, 1998. He
served as Controller of the Company from February 1992 to February
1998. He also served as Senior Vice President and Controller of
Lawyers Title from October 1991 to February 1998.
Christopher L. Rosati 41 Senior Vice President - Operations Controller of the Company since
February 27, 1998. Mr. Rosati also serves as Senior Vice
President and Operations Controller of Commonwealth, Lawyers Title
and Transnation, positions he has held since March 1, 1998. He
served as Vice President and Controller of Commonwealth and
Transnation from March 1996 to February 1998. Mr. Rosati also
served as Vice President and Assistant Controller of Commonwealth
and Transnation from 1992 to March 1996.
H. Randolph Farmer 62 Senior Vice President - Corporate Communications of the Company
since February 27, 1998. Mr. Farmer also serves as Senior Vice
President - Corporate Communications of Commonwealth, Lawyers
Title and Transnation, positions he has held since March 1, 1998.
He served as Senior Vice President - Communications and
Advertising of Lawyers Title from April 1, 1991 to February 27,
1998.
-18-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
Market Price and Dividends
The Common Stock of the Company trades on the New York Stock Exchange
("NYSE") under the symbol "LFG."
The following table sets forth the reported high and low sales prices
per share of the Common Stock on the NYSE Composite Tape, based on published
financial sources, and the dividends per share declared on the Common Stock for
the calendar quarter indicated.
Price Range Dividends
----------- ---------
High Low
---- ---
Year Ended December 31, 1999
First quarter $58.94 $28.50 $0.05
Second quarter 33.56 27.13 0.05
Third quarter 30.50 19.13 0.05
Fourth quarter 21.75 15.56 0.05
Year Ended December 31, 2000
First quarter $22.00 $16.31 $0.05
Second quarter 23.19 16.06 0.05
Third quarter 29.63 20.50 0.05
Fourth quarter 42.94 26.75 0.05
As of March 16, 2001, there were approximately 1,463 shareholders of
record of the Company's Common Stock.
The Company's current dividend policy anticipates the payment of
quarterly dividends in the future. The declaration and payment of dividends to
holders of Common Stock will be in the discretion of the Board of Directors,
will be subject to contractual restrictions contained in a Company loan
agreement, as described below, and will be dependent upon the future earnings,
financial condition and capital requirements of the Company and other factors.
Because the Company is a holding company, its ability to pay dividends
will depend largely on the earnings of, and cash flow available from, its
subsidiaries. In a number of states, certain of the Company's insurance
subsidiaries are subject to regulations that require minimum amounts of
statutory surplus. Under these and other such statutory regulations,
approximately $22.9 million of the net assets of the Company's consolidated
subsidiaries are available for dividends, loans or advances to the Company
during 2001.
In addition to the minimum statutory surplus requirements described
above, these insurance subsidiaries are also subject to state regulations that
require that the payment of any extraordinary dividends receive prior approval
of the insurance regulators of such states. The following table summarizes the
insurance regulations that restrict the amount of dividends that Commonwealth,
-19-
Lawyers Title and Transnation can distribute to the Company in any 12-month
period without prior regulatory approval:
Regulatory Financial
Subsidiary Agency Regulatory Limitation Limitation(1)
---------- ------ --------------------- -------------
Commonwealth Pennsylvania Payment of dividends or distributions may $10.0 million
Department of not exceed the greater of:
Insurance
o 10% of such insurer's surplus as of
the preceding year end, or
o the net income of such insurer for
such preceding year.
Lawyers Title Virginia Payment of dividends or distributions is $6.5 million
Bureau of limited to the lesser of:
Insurance
o 10% of such insurer's surplus as of
the preceding December 31, or
o the net income, not including realized
capital gains, of such insurer for the
preceding calendar year.
Transnation Arizona Payment of dividends or distributions is $6.4 million
Department of limited to the lesser of:
Insurance
o 10% of such insurer's surplus as of
the preceding December 31, or
o such insurer's net investment income
for the preceding calendar year.
__________________
(1) Based on statutory financial results for the year ended December 31,
2000.
In addition to regulatory restrictions, the Company's ability to
declare dividends is subject to restrictions under a Revolving Credit Agreement,
dated as of November 7, 1997, between the Company and Bank of America National
Trust and Savings Association, as amended, which generally limits the aggregate
amount of all cash dividends and stock repurchases by the Company to 25% of its
cumulative consolidated net income arising after December 31, 1996. As of
December 31, 2000, approximately $19.0 million was available for the payment of
dividends by the Company under the Revolving Credit Agreement. Management does
not believe that the restrictions contained in the Revolving Credit Agreement
will, in the foreseeable future, adversely affect the Company's ability to pay
cash dividends at the current dividend rate.
-20-
ITEM 6. SELECTED FINANCIAL DATA
The information set forth in the following table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements and Notes
thereto.
For the year ended
December 31: 2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(In thousands of dollars, except per common share amounts)
Revenues............... $1,802,405 $2,048,013 $1,848,870 $639,099 $594,182
Net (loss) income...... (80,766) (1) 54,317 93,028 26,157 36,519
Net income per
common share........... (6.60) 3.21 6.13 2.93 4.11
Net income per
common share
assuming dilution...... (6.60) 2.79 5.05 2.84 4.01
Dividends per
common share........... 0.20 0.20 0.20 0.20 0.20
At December 31:
Total assets........... 1,618,957 1,657,921 1,692,358 554,693 520,968
Shareholders'
equity................. 664,100 730,703 771,189 292,404 262,168
_____________________
(1) See Note 2 to the Consolidated Financial Statements for explanation of
the Company's change in method of assessing the recoverability of goodwill.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
On February 27, 1998, the Company acquired all of the issued and
outstanding shares of capital stock of Commonwealth and Transnation from
Reliance Insurance Company, a subsidiary of Reliance Group Holdings, Inc. The
assets and liabilities of Commonwealth and Transnation have been revalued to
their respective fair market values as of that date. The financial statements of
the Company reflect the combined operations of the Company, including
Commonwealth and Transnation, from the closing date of the acquisition.
-21-
Overview
The Company's primary business is the insurance of titles to real
property, which is greatly influenced by the real estate economy. During the
three year period from 1998 to 2000, the Company's title operations benefited
from the execution of three distinct aspects of its business strategy.
Operations were expanded through the acquisition of title insurance agents and
underwriters, including the acquisition of Commonwealth and Transnation in 1998,
expenses were tightly monitored and controlled, and claims experience improved
due to quality control efforts and an improved claims environment. During 1998,
the Company benefited in particular from the acquisition of Commonwealth and
Transnation, the strong national real estate economy, and a high level of
residential refinancing activity.
During 2000, the Company decided to place increased emphasis on other
products and services related to real estate transactions. As a result, in
October 2000, the Company acquired Primis, Inc., a leading web-based provider of
real estate services. The Primis acquisition provides the Company with a
sophisticated technology platform on which to deliver title and real
estate-related services through its LandAmerica OneStop operations.
Revenues
The Company's operating revenues, consisting of premiums, title search,
escrow and other fees, are dependent on overall levels of real estate and
mortgage refinance activity, which are influenced by a number of factors
including interest rates and the general state of the economy. In addition, the
Company's revenues are affected by the Company's sales and marketing efforts and
its strategic decisions based on the rate structure and claims environment in
particular markets.
Premiums and fees are determined both by competition and by state
regulation. Operating revenues from direct title operations are recognized at
the time real estate transactions close, which is generally 60 to 90 days after
the opening of a title order. Operating revenues from agents are recognized when
the issuance of a policy is reported to the Company by an agent. Although agents
generally report the issuance of policies on a monthly basis, heightened levels
of real estate activity may slow this reporting process. This typically results
in delays averaging 90 days from the closing of real estate transactions until
the recognition of revenues from agents. As a result, there can be a significant
lag between changes in general real estate activity and their impact on the
portion of the Company's revenues attributable to agents.
In addition to the premiums and related fees, the Company earns
investment income from its investment portfolio of primarily fixed-maturity
securities. Investment income includes dividends and interest as well as
realized capital gains or losses on the portfolio. The Company regularly
reexamines its portfolio strategies in light of changing earnings or tax
situations.
Factors Affecting Profit Margins and Pre-Tax Profits
The Company's profit margins are affected by several factors, including
the volume of real estate and mortgage refinance activity, policy amount and the
nature of real estate transactions. Volume is an important determinant of
profitability because the Company, like any other title insurance company, has a
significant level of fixed costs arising from personnel, occupancy costs and
maintenance of title plants. Because premiums are based on the face amount of
the policy, larger policies generate higher premiums although expenses of
issuance do not necessarily increase in proportion to policy size. Cancellations
affect profitability because costs incurred both in opening and in processing
orders typically are not offset by fees. Commercial transactions tend to be more
profitable than residential transactions.
-22-
The Company's largest expense is commissions paid to independent
agents. The Company regularly reviews the profitability of its agents, adjusting
commission levels or cancelling certain agents where profitability objectives
are not being met and expanding operations where acceptable levels of
profitability are available. The Company continually monitors its expense ratio,
which is the sum of salaries and employee benefits, agency commissions and other
expenses (exclusive of interest, goodwill, exit and termination costs and write
off of intangibles) expressed as a percentage of operating revenues.
Claims
Generally, title insurance claim rates are lower than other types of
insurance because title insurance policies insure against prior events affecting
the quality of real estate titles, rather than against unforeseen, and therefore
less predictable, future events. A provision is made for estimated future claim
payments at the time revenue is recognized. Both the Company's experience and
industry data indicate that claims activity occurs for more than 20 years after
the policy is issued. Management uses actuarial techniques to estimate future
claims by analyzing past claim payment patterns. Independent actuaries review
the adequacy of reserves on an interim basis and certify as to their adequacy on
an annual basis. Management has continued to emphasize and strengthen claims
prevention and product quality programs.
Seasonality
Historically, residential real estate activity has been generally
slower in the winter, when fewer families buy or sell homes, with increased
volumes in the spring and summer. Residential refinancing activity is generally
more uniform throughout the seasons but is highly subject to changes in interest
rates. The Company typically reports its lowest revenues in the first quarter,
with revenues increasing into the second quarter and through the third quarter.
The fourth quarter customarily may be as strong as the third quarter, depending
on the level of activity in the commercial real estate market.
In 1998 and 1999, the typical seasonality of the title insurance
business was influenced by changes in the levels of refinancing activity. For
additional information, see "Item 1 - Business - Cyclicality and Seasonality."
Contingencies
For a discussion of pending legal proceedings, see "Item 3 - Legal
Proceedings."
Results of Operations
Comparison of Years Ended December 31, 2000,
December 31, 1999 and December 31, 1998
Net Income
The Company reported a net loss of $80.8 million or $6.60 per share on
a diluted basis for 2000 compared to net income of $54.3 million or $2.79 per
share on a diluted basis in 1999 and net income of $93.0 million or $5.05 per
share on a diluted basis in 1998. Exclusive of a one-time write off of
intangibles (discussed below) and exit and termination costs, net income was
$35.5 million or $1.94 per diluted share in 2000. Exclusive of exit and
termination costs net income was $100.5 million or $5.46 per share in 1998.
-23-
Operating Revenues
Operating revenues reported for 2000 were $1.8 billion compared to $2.0
billion in 1999 and $1.8 billion in 1998. Due to the higher interest rate
environment during most of the year, the Company experienced lower revenue
levels in 2000 than in 1999. In 1999, the decrease in direct revenues was offset
by an increase in agency revenues, principally the result of the timing effects
of the industry's typical time lag in business reported through independent
agents. In addition to the inclusion of Commonwealth and Transnation revenues in
1998, the volume in 1998 was a result of increased residential and commercial
resale and refinancing transactions, the favorable interest rate environment and
the general health of the national real estate markets. During 2000 order volume
in direct company offices decreased to 680,000 from 833,600 in 1999 which was a
decrease from 1,041,500 in 1998. These decreases were a result of the effect on
the residential mortgage markets of interest rate increases in both 2000 and
1999.
Investment Income
The Company reported pre-tax investment income of $51.1 million, $48.0
million and $49.3 million in 2000, 1999 and 1998, respectively. Excluding
capital gains and losses, investment income was $51.4 million, $49.6 million and
$46.5 million in 2000, 1999 and 1998, respectively. The Company's investment
portfolio consists of primarily fixed maturity securities whose income includes
dividends and interest as well as realized gains and losses.
Expenses
Operating Expenses. The Company's expense ratio was 94.3% in 2000
compared to 92.2% in 1999 and 87.6% in 1998. The increase in the expense ratio
in 2000 compared to 1999 is primarily due to the effect of significant revenue
changes measured against costs that do not vary as rapidly. The increase in the
expense ratio in 1999 compared to 1998 resulted from an increase in the amount
of agency commissions as the mix of revenues shifted from direct operations to
independent agents.
Exit and Termination Costs. Exit and termination costs on a pre-tax
basis of approximately $3.1 million and $11.5 million were incurred in 2000 and
1998, respectively, in connection with the Primis acquisition and the formation
of a title plant management joint venture in 2000 and the Commonwealth and
Transnation acquisition in 1998. No such costs were incurred in 1999.
Write Off of Intangibles. In the fourth quarter of 2000, the Company
elected to change its accounting policy for assessing the recoverability of
goodwill from one based on undiscounted cash flows to one based on discounted
cash flows. The Company believes that using the discounted cash flow approach to
assess recoverability is a preferable policy as it is consistent with the
methodology used by the Company to evaluate investment and acquisition decisions
(see Note 2 to Consolidated Financial Statements). In connection with this
change, the Company incurred a non-cash pre-tax charge of $172.5 million. No
such costs were incurred in 1999 or 1998.
Salaries and Employee Benefits. Personnel-related expenses are a
significant portion of total operating expenses in the title insurance industry.
These expenses require intensive management through changing real estate cycles.
As a percentage of gross title revenues, salary and related expenses were 29.4%,
28.1% and 29.3% in 2000, 1999 and 1998, respectively. Staffing levels have
steadily decreased to 7,800, exclusive of the Primis acquisition, by December
2000 as compared to 8,500 and 10,500 in December of 1999 and 1998, respectively.
-24-
Agents' Commissions. Commissions paid to title insurance agents are the
largest single expense incurred by the Company. The commission rate varies by
geographic area in which the commission was earned. Commissions as a percentage
of agency revenue were 78.3% in 2000, 77.8% in 1999 and 77.6% in 1998.
General, Administrative and Other Expenses. The most significant
components of other expenses are outside costs of title production, rent for
office space, communications, travel and taxes levied by states on premiums.
Provision for Policy and Contract Claims. The Company's claims
experience has shown improvement in recent years. The loss ratio (the provision
for policy and contract claims as a percentage of operating revenues) was 4.4%,
4.9% and 5.2% in 2000, 1999 and 1998, respectively. Claims paid as a percentage
of operating revenues were 4.3%, 3.2% and 2.8% in 2000, 1999 and 1998,
respectively.
Income Taxes
The Company pays U.S. federal and state income taxes based on laws in
the jurisdictions in which it operates. The effective tax rates reflected in the
income statement for 2000, 1999 and 1998 differ from the U.S. federal statutory
rate principally due to non-taxable interest, dividend deductions, travel and
entertainment and company-owned life insurance.
At December 31, 2000 the Company had recorded gross deferred tax assets
of $153.7 million related primarily to policy and contract claims, the write off
of intangibles (see Note 2 to Consolidated Financial Statements) and employee
benefit plans. A valuation allowance is provided for deferred tax assets if it
is more likely than not these items will either expire before the Company is
able to realize their benefit, or that future deductibility is uncertain.
The Company recorded a valuation allowance of $1.7 million and $11.5
million at December 31, 2000 and 1999, respectively, related to deferred tax
assets created by the unrealized losses associated with the company's investment
portfolio. No valuation allowance was recorded at December 31, 1998.
The Company reassesses the realization of deferred assets quarterly
and, if necessary, adjusts its valuation allowance accordingly.
Liquidity and Capital Resources
Cash provided by operating activities for the years ended December 31,
2000, 1999 and 1998 was $82.6 million, $97.6 million and $165.1 million,
respectively. As of December 31, 2000, the Company held cash and invested cash
of $123.4 million and fixed-maturity securities of $796.8 million.
In 1999, the Board of Directors approved plans to repurchase 2.0
million of the Company's issued and outstanding common shares. By December 31,
1999, the Company had repurchased 1.7 million of such shares at a cost of $43.4
million. The additional authorized repurchases of 0.3 million shares were
completed in the first quarter of 2000 at a cost of $4.9 million. Repurchases
were funded from available corporate funds.
During February and March 2001, 2.0 million shares of the Company's
preferred stock were converted to common stock. This conversion will decrease
the amount of preferred dividends paid by $7.1 million on an annual basis. The
new common shares will require dividends of the same rate paid on all other
outstanding common shares.
-25-
In view of the historical ability of the Company to generate strong,
positive cash flows, and the strong cash position and relatively conservative
capitalization structure of the Company, management believes that the Company
will have sufficient liquidity and adequate capital resources to meet both its
short- and long-term capital needs. In addition, the Company has $42.0 million
available under a credit facility which was unused at December 31, 2000.
Interest Rate Risk
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates. For investment
securities, the table presents principal cash flows and related weighted-average
interest rates by expected maturity dates. Actual cash flows could differ from
the expected amounts.
Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate
---------------------
(dollars in thousands)
2006 and Fair
2001 2002 2003 2004 2005 after Total Value
---- ---- ---- ---- ---- ----- ----- -----
Assets:
Taxable
available-for-sale
securities:
Book value $21,534 $36,217 $46,942 $31,799 $44,467 $299,738 $469,596 $466,548
Average yield 6.4% 6.2% 6.1% 7.3% 7.1% 7.1% 6.9%
Non-taxable
available-for-sale
securities:
Book value 1,320 5,899 15,653 20,796 29,616 199,525 272,809 276,843
Average yield 4.4% 4.6% 5.0% 4.8% 4.5% 5.1% 5.0%
Preferred stock:
Book value - - - - - 58,099 58,099 53,451
Average yield - - - - - 7.4% 7.4%
The Company also has long-term debt of $195.5 million bearing interest
at 6.69% at December 31, 2000. A 0.25% change in the interest rate would affect
income before income taxes by approximately $0.5 million annually.
Forward-Looking and Cautionary Statements
Certain information contained in this Annual Report on Form 10-K
includes "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Among other things, these
statements relate to the financial condition, results of operation and business
of the Company. In addition, the Company and its representatives may from time
to time make written or oral forward-looking statements, including statements
contained in other filings with the Securities and Exchange Commission and in
its reports to shareholders. These forward-looking statements are generally
identified by phrases such as "the Company expects," "the Company believes" or
words of similar import. These forward-looking statements involve certain risks
and uncertainties and other factors that may cause the actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Further, any such statement is specifically qualified in its
entirety by the following cautionary statements.
-26-
In connection with the title insurance industry in general, factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements include the following: (i) the costs of
producing title evidence are relatively high, whereas premium revenues are
subject to regulatory and competitive restraints; (ii) real estate activity
levels have historically been cyclical and are influenced by such factors as
interest rates and the condition of the overall economy; (iii) the value of the
Company's investment portfolio is subject to fluctuation based on similar
factors; (iv) the title insurance industry may be exposed to substantial claims
by large classes of claimants and (v) the industry is regulated by state laws
that require the maintenance of minimum levels of capital and surplus and that
restrict the amount of dividends that may be paid by the Company's insurance
subsidiaries without prior regulatory approval.
The Company cautions that the foregoing list of important factors is
not exclusive. The Company does not undertake to update any forward-looking
statement that may be made from time to time by or on behalf of the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is set forth under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Interest Rate Risk" in Item 7 of this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item is submitted in a separate section of this
report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in the Company's independent accountants and
no disagreements on accounting and financial disclosure that are required to be
reported hereunder.
-27-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Except as to certain information regarding executive officers included
in Part I, the definitive proxy statement for the 2001 Annual Meeting of
Shareholders to be filed within 120 days after the end of the last fiscal year
is incorporated herein by reference for the information required by this item.
ITEM 11. EXECUTIVE COMPENSATION
The definitive proxy statement for the 2001 Annual Meeting of
Shareholders to be filed within 120 days after the end of the last fiscal year
is incorporated herein by reference for the information required by this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The definitive proxy statement for the 2001 Annual meeting of
Shareholders to be filed within 120 days after the end of the last fiscal year
is incorporated herein by reference for the information required by this item.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The definitive proxy statement for the 2001 Annual Meeting of
Shareholders to be filed within 120 days after the end of the last fiscal year
is incorporated herein by reference for the information required by this item.
-28-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1), (2) and (3). The response to this portion of Item 14 is
submitted as a separate section of this report.
(b) Reports on Form 8-K
None.
(c) Exhibits - The response to this portion of Item 14 is submitted as
a separate section of this report.
(d) Financial Statement Schedules - The response to this portion of
Item 14 is submitted as a separate section of this report.
-29-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
LANDAMERICA FINANCIAL GROUP, INC.
By: /s/ Charles H. Foster, Jr.
------------------------------------
Charles H. Foster, Jr.
March 28, 2001 Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Charles H. Foster, Jr. Chairman and Chief Executive March 28, 2001
- -------------------------------------------- Officer and Director
Charles H. Foster, Jr. (Principal Executive Officer)
/s/ Janet A. Alpert President and Director March 28, 2001
- --------------------------------------------
Janet A. Alpert
/s/ Theodore L. Chandler, Jr. Senior Executive Vice President and March 28, 2001
- -------------------------------------------- Director
Theodore L. Chandler, Jr.
/s/ G. William Evans Executive Vice President and March 28, 2001
- -------------------------------------------- Chief Financial Officer
G. William Evans (Principal Financial Officer)
/s/ John R. Blanchard Senior Vice President - Corporate March 28, 2001
- -------------------------------------------- Controller
John R. Blanchard (Principal Accounting Officer)
/s/ Michael Dinkins Director March 28, 2001
- --------------------------------------------
Michael Dinkins
-30-
Signature Title Date
--------- ----- ----
/s/ James Ermer Director March 28, 2001
- --------------------------------------------
James Ermer
/s/ John P. McCann Director March 28, 2001
- --------------------------------------------
John P. McCann
/s/ Robert F. Norfleet, Jr. Director March 28, 2001
- --------------------------------------------
Robert F. Norfleet, Jr.
/s/ Julious P. Smith, Jr. Director March 28, 2001
- --------------------------------------------
Julious P. Smith, Jr.
/s/ Eugene P. Trani Director March 28, 2001
- --------------------------------------------
Eugene P. Trani
/s/ Marshall B. Wishnack Director March 28, 2001
- --------------------------------------------
Marshall B. Wishnack
-31-
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEMS 14 (a)(1), (2) AND (3), (c) AND (d)
INDEX OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
YEAR ENDED DECEMBER 31, 2000
LANDAMERICA FINANCIAL GROUP, INC.
RICHMOND, VIRGINIA
-32-
FORM 10-K ITEM 14 (a)(1), (2) AND (3)
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of LandAmerica Financial Group,
Inc. and subsidiaries are included in Item 8:
Page
----
Report of Independent Auditors.............................................F-1
Consolidated Balance Sheets, December 31, 2000 and 1999....................F-2
Consolidated Statements of Operations,
Years Ended December 31, 2000, 1999 and 1998.............................F-4
Consolidated Statements of Cash Flows,
Years Ended December 31, 2000, 1999 and 1998.............................F-5
Consolidated Statements of Changes in Shareholders'
Equity, Years Ended December 31, 2000, 1999
and 1998.................................................................F-6
Notes to Consolidated Financial Statements,
December 31, 2000, 1999 and 1998.........................................F-7
The following consolidated financial statement schedules of LandAmerica
Financial Group, Inc. and subsidiaries are included in Item 14(d):
Schedule I Summary of Investments..............................F-35
Schedule II Condensed Financial Information of
Registrant .......................................F-36
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore, have been omitted.
-33-
REPORT OF INDEPENDENT AUDITORS
------------------------------
The Board of Directors and Shareholders
LandAmerica Financial Group, Inc.
We have audited the accompanying consolidated balance sheets of LandAmerica
Financial Group, Inc. and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, changes in shareholders' equity,
and cash flows for each of the three years in the period ended December 31,
2000. Our audits also included the financial statement schedules listed in the
Index at Item 14(a). These financial statements and schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of LandAmerica
Financial Group, Inc. and subsidiaries at December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
As discussed in Note 2 to the financial statements, in 2000 the Company changed
its method for assessing the recoverability of goodwill.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
March 9, 2001
F-1
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
CONSOLIDATED BALANCE SHEETS, DECEMBER 31
- ----------------------------------------
(In thousands of dollars)
ASSETS 2000 1999
- ------ ---- ----
INVESTMENTS (Note 3):
Fixed maturities available-for-sale - at fair value
(amortized cost: 2000 - $800,504; 1999 -
$764,748) $ 796,842 $ 735,084
Equity securities - at fair value (cost: 2000 - $4,285;
1999 - $3,278) 3,235 1,807
Mortgage loans (less allowance for doubtful accounts:
2000 - $139; 1999 - $138) 9,652 7,124
Invested cash 80,976 109,045
------------- -------------
Total Investments 890,705 853,060
CASH 42,375 54,939
NOTES AND ACCOUNTS RECEIVABLE:
Notes (less allowance for doubtful accounts: 2000 -
$2,230; 1999 - $2,026) 11,011 12,701
Premiums (less allowance for doubtful accounts:
2000 - $9,945; 1999 - $9,525) 36,857 35,542
Income tax recoverable 4,479 4,256
------------- -------------
Total Notes and Accounts Receivable 52,347 52,499
PROPERTY AND EQUIPMENT - at cost (less
accumulated depreciation and amortization: 2000 -
$92,715; 1999 - $81,907) 61,599 72,661
TITLE PLANTS 91,609 93,608
GOODWILL (less accumulated amortization: 2000 -
$32,072; 1999 - $33,208) 217,425 347,158
DEFERRED INCOME TAXES (Note 8) 139,006 80,980
OTHER ASSETS 123,891 103,016
------------- -------------
Total Assets $ 1,618,957 $ 1,657,921
============= =============
F-2
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
CONSOLIDATED BALANCE SHEETS, DECEMBER 31
- ---------------------------------------
(In thousands of dollars)
LIABILITIES 2000 1999
- ----------- ---- ----
POLICY AND CONTRACT CLAIMS (Note 4) $ 556,798 $ 554,450
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 178,681 150,408
NOTES PAYABLE (Note 12) 202,379 207,653
OTHER 16,999 14,707
-------------- --------------
Total Liabilities 954,857 927,218
-------------- --------------
COMMITMENTS AND CONTINGENCIES
(Notes 11 and 13)
SHAREHOLDERS' EQUITY (Notes 6 and 7)
- --------------------
Preferred stock, no par value, authorized 5,000,000 shares,
no shares of Series A Junior Participating Preferred
Stock issued or outstanding; 2,200,000 shares of 7%
Series B Cumulative Convertible Preferred Stock issued
and outstanding in 2000 and 1999 175,700 175,700
Common stock, no par value, 45,000,000 shares authorized,
shares issued and outstanding: 2000 - 13,518,319; 1999
- 13,680,421 340,269 342,138
Accumulated other comprehensive loss (4,712) (31,135)
Retained earnings 152,843 244,000
-------------- --------------
Total Shareholders' Equity 664,100 730,703
-------------- --------------
Total Liabilities and Shareholders' Equity $ 1,618,957 $ 1,657,921
============== ==============
See Notes to Consolidated Financial Statements.
F-3
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
- -----------------------
(In thousands of dollars except per common share amounts)
2000 1999 1998
---- ---- ----
REVENUES
Title and other operating revenues:
Direct operations $ 764,133 $ 853,989 $ 880,689
Agency operations 987,137 1,146,025 918,845
------------- ------------- -------------
1,751,270 2,000,014 1,799,534
Investment income (Note 3) 51,406 49,578 46,519
(Loss) gain on sales of investments (271) (1,579) 2,817
------------- ------------- -------------
1,802,405 2,048,013 1,848,870
EXPENSES (Notes 2, 4, 10, 11 and 12)
Salaries and employee benefits 515,329 561,744 527,827
Agents' commissions 772,939 891,928 712,933
Provision for policy and contract claims 76,889 97,014 93,563
Exit and termination costs 3,079 - 11,517
Write off of intangibles 177,774 - -
Interest expense 13,614 12,068 10,659
General, administrative and other 370,918 400,389 346,069
------------- ------------- -------------
1,930,542 1,963,143 1,702,568
------------- ------------- -------------
(LOSS) INCOME BEFORE INCOME TAXES (128,137) 84,870 146,302
INCOME TAX EXPENSE (BENEFIT) (Note 8)
Current 8,871 24,317 54,715
Deferred (56,242) 6,236 (1,441)
------------- ------------- -------------
(47,371) 30,553 53,274
------------- ------------- -------------
NET (LOSS) INCOME (80,766) 54,317 93,028
DIVIDENDS - PREFERRED STOCK (7,700) (7,700) (6,502)
------------- ------------- -------------
NET (LOSS) INCOME AVAILABLE TO COMMON
SHAREHOLDERS $ (88,466) $ 46,617 $ 86,526
============= ============= =============
NET (LOSS) INCOME PER COMMON SHARE $(6.60) $3.21 $6.13
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 13,397 14,532 14,120
NET (LOSS) INCOME PER COMMON SHARE ASSUMING
DILUTION $(6.60) $2.79 $5.05
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING ASSUMING DILUTION 13,397 19,503 18,421
See Notes to Consolidated Financial Statements.
F-4
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31
- -----------------------
(In thousands of dollars)
2000 1999 1998
---- ---- ----
Cash flows from operating activities:
Net (loss) income $ (80,766) $ 54,317 $ 93,028
Depreciation and amortization 35,818 35,463 25,757
Amortization of bond premium 1,992 1,773 960
Write off of intangibles (Note 2) 177,774 - -
Realized investment losses (gains) 271 1,579 (2,817)
Deferred income tax (56,242) 6,236 (1,441)
Change in assets and liabilities, net of businesses
acquired:
Notes receivable 1,690 (5,361) (1,429)
Premiums receivable (1,181) 25,661 (222)
Income taxes receivable/payable (223) (5,097) 553
Policy and contract claims 2,348 32,556 43,305
Accounts payable and accrued expenses 13,816 (31,044) 5,395
Cash surrender value of life insurance (4,096) (7,158) (1,889)
Other (8,581) (11,326) 3,905
---------- ---------- ----------
Net cash provided by operating activities 82,620 97,599 165,105
---------- ---------- ----------
Cash flows from investing activities:
Purchase of property and equipment, net (14,117) (62,711) (47,796)
Proceeds from sale-leaseback of furniture and equipment
(Note 10) 5,996 24,932 -
Purchase of business, net of cash acquired (Note 14) (48,230) (11,570) (126,346)
Cost of investments acquired:
Fixed maturities - available-for-sale (263,837) (553,945) (250,189)
Equity securities (1,008) - (1,506)
Mortgage loans (2,528) - (1,026)
Proceeds from investment sales or maturities:
Fixed maturities - available-for-sale 225,686 542,453 144,407
Equity securities - 150 -
Mortgage loans - 4,489 -
---------- ---------- ----------
Net cash used in investing activities (98,038) (56,202) (282,456)
---------- ----------- ----------
Cash flows from financing activities:
Proceeds from the exercise of options 3,037 2,712 81,833
Cost of common shares repurchased (4,906) (43,402) -
Repayment of cash surrender value loan - - (1,517)
Dividends paid (10,391) (10,611) (9,536)
Proceeds from issuance of notes payable - - 207,500
Payments on notes payable (12,955) (139) (56,951)
---------- ---------- ----------
Net cash (used in) provided by financing activities (25,215) (51,440) 221,329
---------- ---------- ----------
Net (decrease) increase in cash and invested cash (40,633) (10,043) 103,978
Cash and invested cash at beginning of year 163,984 174,027 70,049
---------- ---------- ----------
Cash and invested cash at end of year $ 123,351 $ 163,984 $ 174,027
========== ========== ==========
See Notes to Consolidated Financial Statements.
F-5
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
Accumulated
Other Total
Preferred Stock Common Stock Comprehensive Retained Shareholders'
Shares Amounts Shares Amounts Income Earnings Equity
------ ------- ------ ------- ------ -------- ------
Balance - December 31, 1997 - $ - 8,964,633 $ 168,066 $ 7,536 $ 116,802 $ 292,404
Comprehensive income
Net income - - - - - 93,028 93,028
Other comprehensive income, net of tax $2,601
Net unrealized gains on securities (Note 6) - - - - 4,831 - 4,831
---------
Comprehensive income 97,859
---------
Common and preferred stock issued 2,200,000 175,700 6,093,546 208,797 - - 384,497
Stock options and incentive plans - - 236,393 5,965 - - 5,965
Preferred dividends (7%) - - - - - (6,502) (6,502)
Common dividends ($0.20/share) - - - - - (3,034) (3,034)
--------- -------- ---------- --------- -------- --------- ---------
Balance - December 31, 1998 2,200,000 175,700 15,294,572 382,828 12,367 200,294 771,189
Comprehensive income
Net income - - - - - 54,317 54,317
Other comprehensive income, net of tax $6,659
Net unrealized losses on securities (Note 6) - - - - (43,502) - (43,502)
---------
Comprehensive income 10,815
---------
Common stock retired - - (1,712,700) (43,402) - - (43,402)
Stock options and incentive plans - - 98,549 2,712 - - 2,712
Preferred dividends (7%) - - - - - (7,700) (7,700)
Common dividends ($0.20/share) - - - - - (2,911) (2,911)
--------- -------- ---------- --------- -------- --------- ---------
Balance - December 31, 1999 2,200,000 175,700 13,680,421 342,138 (31,135) 244,000 730,703
Comprehensive income
Net (loss) income - - - - - (80,766) (80,766)
Other comprehensive income
Net unrealized gains on securities (Note 6) - - - - 26,423 - 26,423
---------
Comprehensive income (54,343)
---------
Common stock retired - - (287,300) (4,906) - - (4,906)
Stock options and incentive plans - - 125,198 3,037 - - 3,037
Preferred dividends (7%) - - - - - (7,700) (7,700)
Common dividends ($0.20/share) - - - - - (2,691) (2,691)
--------- -------- ---------- --------- -------- --------- ---------
Balance - December 31, 2000 2,200,000 $175,700 13,518,319 $ 340,269 $ (4,712) $ 152,843 $ 664,100
========= ======== ========== ========= ======== ========= =========
See Notes to Consolidated Financial Statements.
F-6
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
---------------------
The accompanying consolidated financial statements of LandAmerica
Financial Group, Inc. (the "Company") and its wholly owned subsidiaries
have been prepared in conformity with accounting principles generally
accepted in the United States which differ from statutory accounting
practices prescribed or permitted by regulatory authorities for the
insurance company subsidiaries.
Organization
------------
The Company is engaged principally in the title insurance business.
Title insurance policies are insured statements of the condition of
title to real property, showing ownership as indicated by public
records, as well as outstanding liens, encumbrances and other matters
of record and certain other matters not of public record. The Company's
business results from commercial real estate activity, resales and
refinancings of residential real estate and construction and sale of
new housing. The Company conducts its business on a national basis
through a network of branch and agency offices with approximately 41%
of consolidated title revenues generated in the states of Texas,
Florida, California and Pennsylvania. The Company manages its business
and reports its financial information as one segment.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the accounts
and operations, after intercompany eliminations, of LandAmerica
Financial Group, Inc., and its wholly owned subsidiaries, principally
Commonwealth Land Title Insurance Company, Lawyers Title Insurance
Corporation and Transnation Title Insurance Company.
Investments
-----------
The Company records its fixed-maturity investments which are classified
as available-for-sale at fair value and reports the change in the
unrealized appreciation and depreciation as a separate component of
shareholders' equity. The amortized cost of fixed-maturity investments
classified as available-for-sale is adjusted for amortization of
premiums and accretion of discounts. That amortization or accretion is
included in net investment income.
F-7
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Realized gains and losses on sales of investments, and declines in
value considered to be other than temporary, are recognized in
operations on the specific identification basis.
For the mortgage-backed bond portion of the fixed maturity securities
portfolio, the Company recognizes income using a constant effective
yield based on anticipated prepayments and the estimated economic life
of the securities. When actual prepayments differ significantly from
anticipated prepayments, the effective yield is recalculated to reflect
actual payments to date and anticipated future payments. The net
investment in the security is adjusted to the amount that would have
existed had the new effective yield been applied since the acquisition
of the security. That adjustment is included in net investment income.
Title Plants
------------
Title plants consist of title records relating to a particular region
and are generally stated at cost. Expenses associated with current
maintenance, such as salaries and supplies, are charged to expense in
the year incurred. The costs of acquired title plants and the building
of new title plants, prior to the time that a plant is put into
operation, are capitalized. Properly maintained title plants are not
amortized because there is no indication of diminution in their value.
Goodwill
--------
The excess of cost over fair value of net assets of businesses acquired
(goodwill) is amortized on a straight line basis over its estimated
useful life, principally over a forty year period. As more fully
described in Note 2, during the fourth quarter of 2000 the Company
changed its method for assessing the recoverability of goodwill not
associated with impaired assets from an undiscounted cash flow approach
to a discounted cash flow approach.
Long-Lived Assets
-----------------
The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. If indicators of impairment are present, the
Company estimates the future cash flows expected to be generated from
the use of those assets and their eventual disposal. The Company would
recognize an impairment loss if the future cash flows were less than
the carrying amount.
Depreciation
------------
Property and equipment is depreciated principally on the straight-line
method over the useful lives of the various assets, which range from
three to 40 years.
F-8
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
-------------------
Premiums on title insurance written by the Company's employees are
recognized as revenue when the Company is legally or contractually
entitled to collect the premium. Premiums on insurance written by
agents are generally recognized when reported by the agent and recorded
on a "gross" versus "net" basis. Title search and escrow fees are
recorded as revenue when an order is closed.
Policy and Contract Claims
--------------------------
Liabilities for estimated losses and loss adjustment expenses represent
the estimated ultimate net cost of all reported and unreported losses
incurred through December 31, 2000. The reserves for unpaid losses and
loss adjustment expenses are estimated using individual case-basis
valuations and statistical analyses. Those estimates are subject to the
effects of trends in loss severity and frequency. Title insurance
reserve estimates are subject to a significant degree of inherent
variability due to the effects of external factors such as general
economic conditions. Although management believes that the reserve for
policy and contract claims is reasonable, it is possible that the
Company's actual incurred policy and contract claims will not conform
to the assumptions inherent in the determination of these reserves.
Accordingly, the ultimate settlement of policy and contract claims may
vary significantly from the estimates included in the Company's
financial statements. Management believes that the reserves for losses
and loss adjustment expenses are adequate. The estimates are
continually reviewed and adjusted as necessary as experience develops
or new information becomes known; such adjustments are included in
current operations.
Income Taxes
------------
Deferred income taxes reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their
financial reporting amounts. Future tax benefits are recognized to the
extent that realization of such benefits are more likely than not.
Escrow and Trust Deposits
-------------------------
As a service to its customers, the Company administers escrow and trust
deposits which amounted to approximately $1,169,499 and $1,462,420 at
December 31, 2000 and 1999, respectively, representing undisbursed
amounts received for settlements of mortgage loans and indemnities
against specific title risks. These funds are not considered assets of
the Company and, therefore, are excluded from the accompanying
consolidated balance sheets.
F-9
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred Land Exchanges
-----------------------
Through several non-insurance subsidiaries the Company facilitates
tax-free property exchanges for customers pursuant to Section 1031 of
the Internal Revenue Code. Acting as a qualified intermediary, the
Company holds the proceeds from sales transactions until a qualifying
acquisition occurs, thereby assisting its customers in deferring the
recognition of taxable income. At December 31, 2000 and 1999, the
Company was holding $496,259 and $383,804, respectively, of such
proceeds which are not considered assets of the Company and are,
therefore, excluded from the accompanying consolidated balance sheets.
Statement of Cash Flows
-----------------------
For purposes of the statement of cash flows, invested cash is
considered a cash equivalent. Invested cash includes all highly liquid
investments with a maturity of three months or less when purchased.
Fair Values of Financial Instruments
------------------------------------
The carrying amounts reported in the balance sheet for cash and
invested cash, short-term investments, premiums receivable, preferred
stock and certain other assets approximate those assets' fair values.
Fair values for investment securities are based on quoted market
prices. The carrying amount reported in the balance sheet for notes
payable approximates fair value since the interest rate on the notes
payable is variable. The Company has no other material financial
instruments.
Stock Based Compensation
------------------------
The Company grants stock options for a fixed number of shares to
employees with an exercise price equal to the fair value of the shares
at the date of grant. The Company accounts for stock option grants in
accordance with APB Opinion No. 25, Accounting for Stock Issued to
Employees, and accordingly, recognizes no compensation expense for the
stock option grants.
2. CHANGE IN ACCOUNTING FOR GOODWILL
During the fourth quarter of 2000, the Company elected to change its
method for assessing the recoverability of goodwill (not associated
with impaired assets) from one based on undiscounted cash flows to one
based on discounted cash flows. The Company believes that using the
discounted cash flow approach to assess the recoverability of goodwill
is a preferable policy because it is consistent with the methodology
used by the Company to evaluate investment decisions and provides a
more current and realistic valuation than the undiscounted approach.
The discount rate used in determining discounted cash flows was a rate
corresponding to the Company's cost of capital.
F-10
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
2. CHANGE IN ACCOUNTING FOR GOODWILL (Continued)
The Company's new accounting policy for assessing the recoverability of
goodwill is as follows:
The Company evaluates the recoverability of goodwill by estimating the
future discounted cash flows of the businesses to which the goodwill
relates. Estimated cash flows are determined by disaggregating the
Company's business to an operational and organizational level for which
meaningful identifiable cash flows can be determined. When estimated
future discounted cash flows are less than the carrying amount of the
net assets (tangible and identifiable intangible) and related goodwill,
impairment losses of goodwill are charged to operations. Impairment
losses, limited to the carrying amount of goodwill, represent the sum
of the carrying amount of the net assets (tangible and identifiable
intangible) and goodwill in excess of the discounted cash flows of the
business being evaluated. In determining the estimated future cash
flows, the Company considers current and projected future levels of
income as well as business trends, prospects and market and economic
conditions. Prior to the fourth quarter of 2000, the assessment of
recoverability and measurement of impairment of goodwill was based on
undiscounted cash flows.
This change represents a change in accounting principle, which is
indistinguishable from a change in estimate. As a result of the change
to a discounted cash flow methodology, the Company recorded a non-cash
write-down of goodwill of $172,451 net of deferred taxes of $62,082 or
$8.24 per common share after taxes in the fourth quarter of 2000.
3. INVESTMENTS
The amortized cost and estimated fair value of investments in fixed
maturities at December 31, 2000, and 1999 were as follows:
F-11
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
3. INVESTMENTS (Continued)
2000
----------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
U.S. Treasury securities
and obligations of U.S.
Government corporations
and agencies $ 68,730 $ 2,563 $ 352 $ 70,941
Obligations of states and
political subdivisions 272,946 5,257 1,518 276,685
Fixed maturities issued by
foreign governments 1,878 28 5 1,901
Public utilities 93,100 722 4,690 89,132
Corporate securities 216,699 2,962 3,947 215,714
Mortgage backed securities 89,053 1,322 1,357 89,018
Preferred stock 58,098 585 5,232 53,451
--------- --------- --------- ----------
Fixed maturities
available-for-sale $ 800,504 $ 13,439 $ 17,101 $ 796,842
========= ========= ========= ==========
F-12
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
3. INVESTMENTS (Continued)
1999
----------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
U.S. Treasury securities
and obligations of U.S.
Government corporations
and agencies $ 96,220 $ 402 $ 3,250 $ 93,372
Obligations of states and
political subdivisions 227,704 460 8,451 219,713
Fixed maturities issued by
foreign governments 5,136 511 693 4,954
Public utilities 95,506 2,932 9,141 89,297
Corporate securities 207,174 1,723 9,196 199,701
Mortgage backed securities 74,469 189 3,527 71,131
Preferred stock 58,539 3,638 5,261 56,916
--------- --------- ---------- ----------
Fixed maturities
available-for-sale $ 764,748 $ 9,855 $ 39,519 $ 735,084
========= ========= ========== ==========
The amortized cost and estimated fair value of fixed-maturity
securities at December 31, 2000 by contractual maturity are shown
below. Actual maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations.
F-13
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
3. INVESTMENTS (Continued)
Estimated
Amortized Fair
Cost Value
---- -----
Due in one year or less $ 22,855 $ 22,914
Due after one year through five years 231,390 232,722
Due after five years through ten years 188,219 190,305
Due after ten years 268,988 261,883
Mortgage backed securities 89,052 89,018
------------- -------------
$ 800,504 $ 796,842
============= =============
Earnings on investments and net realized (losses) gains for the three
years ended December 31, follow:
2000 1999 1998
---- ---- ----
Fixed maturities $ 48,618 $ 45,507 $ 41,519
Equity securities 12 25 21
Invested cash and other short-term
investments 4,006 5,334 6,252
Mortgage loans 79 356 477
Net realized (losses) gains (271) (1,579) 2,817
--------- --------- ---------
Total investment income 52,444 49,643 51,086
Investment expenses (1,309) (1,644) (1,750)
--------- --------- ---------
Net investment income $ 51,135 $ 47,999 $ 49,336
========= ========= =========
Realized and unrealized (losses) gains representing the change in
difference between fair value and cost (principally amortized cost for
fixed maturities) on fixed maturities and equity securities for the
three years ended December 31, are summarized below:
F-14
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
3. INVESTMENTS (Continued)
Change in
Realized Unrealized
---------- ----------
2000
Fixed maturities $ (271) $ 26,002
Equity securities - 421
---------- ----------
$ (271) $ 26,423
========== ==========
1999
Fixed maturities $ (1,497) $ (47,912)
Equity securities (82) (2,249)
---------- ----------
$ (1,579) $ (50,161)
========== ==========
1998
Fixed maturities $ 2,817 $ 7,431
Equity securities - 1
---------- ----------
$ 2,817 $ 7,432
========== ==========
Gross unrealized gains and (losses) relating to investments in equity
securities were $1,096 and $(2,146) at December 31, 2000.
Proceeds from sales of investments in fixed maturities, net of calls or
maturities during 2000, 1999 and 1998 were $195,385, $522,212 and
$76,054, respectively. Gross gains of $1,908, $2,646 and $2,865 in
2000, 1999 and 1998, respectively, and gross losses of $2,039, $4,321
and $48 in 2000, 1999 and 1998, respectively, were realized on those
sales.
Proceeds from sales of investments in equity securities during 2000,
1999 and 1998 were $0, $285 and $0, respectively. There were no gross
gains in 2000, 1999 or 1998 and gross losses of $0, $82 and $0 in 2000,
1999 and 1998, respectively, were realized on those sales.
F-15
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
4. POLICY AND CONTRACT CLAIMS
Activity in the liability for unpaid claims and claim adjustment
expenses is summarized as follows:
2000 1999 1998
---- ---- ----
Balance at January 1 $ 554,450 $ 521,894 $ 202,477
Acquired reserves from acquisition
of subsidiaries - - 276,112
Incurred related to:
Current year 73,313 105,163 114,833
Prior years 3,576 (8,149) (21,270)
------------ ------------ ------------
Total incurred 76,889 97,014 93,563
------------ ------------ ------------
Paid related to:
Current year 8,980 8,959 4,155
Prior years 65,561 55,499 46,103
------------ ------------ ------------
Total Paid 74,541 64,458 50,258
------------ ------------ ------------
Balance at December 31 $ 556,798 $ 554,450 $ 521,894
============ ============ ============
The favorable development on prior year loss reserves during 1999 and
1998 was attributable to lower than expected payment levels on recent
issue years which included a high proportion of refinance business.
5. REINSURANCE
The Company cedes and assumes title policy risks to and from other
insurance companies in order to limit and diversify its risk. The
Company cedes insurance on risks in excess of certain underwriting
limits which provides for recovery of a portion of losses. The Company
remains contingently liable to the extent that reinsuring companies
cannot meet their obligations under reinsurance agreements.
The Company has not paid or recovered any reinsured losses during the
three years ended December 31, 2000. The total amount of premiums for
assumed and ceded risks was less than 1.2% of title premiums in each of
the last three years.
F-16
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
6. SHAREHOLDERS' EQUITY
Rights Agreement
----------------
The Company has issued one preferred share purchase right (a "Right")
for each outstanding share of Common Stock. Each Right entitles the
holder to purchase, upon certain triggering events, shares of the
Company's Series A Junior Participating Preferred Stock ("Junior
Preferred Stock") or Common Stock or other securities, as set forth in
the Rights Agreement, as amended, between the Company and State Street
Bank and Trust Company, the parent company of the Company's transfer
agent. Generally, the Rights will become exercisable if a person or
group acquires or announces a tender offer for 20% or more of the
outstanding shares of Common Stock. Under certain circumstances, the
Board of Directors may reduce this threshold percentage to not less
than 10%.
If a person or group acquires the threshold percentage of Common Stock
described above, each Right will entitle the holder, other than such
acquiring person or group, to purchase one one-hundredth of a share of
Junior Preferred Stock at an exercise price of $85, subject to certain
adjustments. The Junior Preferred Stock has dividend, liquidation and
voting rights that are intended to equate the value of one
one-hundredth interest in a share of Junior Preferred Stock with the
value of one share of Common Stock. As an alternative to purchasing
shares of Junior Preferred Stock, if a person or group acquires the
threshold percentage of Common Stock, each Right will entitle the
holder, other than such acquiring person or group, to buy, at the then
current exercise price of the Right, shares of Common Stock having a
total market value of twice the exercise price. In addition, the
Company's Board of Directors may exchange each Right for one share of
Common Stock. If the Company is acquired in a merger or other business
combination, each Right will entitle the holder, other than such
acquiring person or group, to purchase, at the then current exercise
price of the Right, securities of the surviving company having a total
market value equal to twice the exercise price of the Rights.
The Rights will expire on August 20, 2007, and may be redeemed by the
Company at a price of one cent per Right at any time before they become
exercisable. Until the Rights become exercisable, they are evidenced by
the Common Stock certificates and are transferred with and only with
such certificates.
Stock Options
-------------
The Company has elected to follow Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees ("APB 25"), and
related Interpretations in accounting for its employee stock options
because, as discussed below, the alternative fair value accounting
provided under FASB Statement No. 123, Accounting for Stock-Based
Compensation ("Statement 123"), requires use of option valuation models
that were not developed for use in valuing employee stock options.
Under APB 25, because the exercise price of the Company's employee
stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.
F-17
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
6. SHAREHOLDERS' EQUITY (Continued)
Under the Company's 1991 Stock Incentive Plan, as amended (the "1991
Plan"), officers, directors and key employees of the Company and its
subsidiaries were eligible to receive grants and/or awards of Common
Stock, restricted stock, phantom stock, incentive stock options,
non-qualified stock options and stock appreciation rights. The 1991
Plan expired as to new grants or awards October 31, 2000; however,
grants and awards made prior to expiration of the 1991 Plan remain
subject to the 1991 Plan and the applicable provisions of the grant or
award. As of October 31, 2000, the Company had made grants or awards
covering 1,509,480 shares of Common Stock under the 1991 Plan.
Pursuant to the 1992 Stock Option Plan for Non-Employee Directors (the
"Directors' Plan"), each non-employee director is granted an option to
purchase 1,500 shares of Common Stock on the first business day
following the annual meeting of shareholders. Up to 60,000 shares of
Common Stock were available for issuance under the Directors' Plan, and
as of May 21, 1997, the Company had granted options covering all 60,000
shares. Stock option grants to non-employee directors from 1998 to 2000
were made under the 1991 Plan. Beginning on June 17, 1998, annual stock
option grants to non-employee directors who were not affiliated with
Reliance Insurance Company were increased from 1,500 to 2,000 shares of
Common Stock.
The Company has adopted the 2000 Stock Incentive Plan, as amended (the
"2000 Plan"), which provides for grants and/or awards of Common Stock,
restricted stock, stock options, stock appreciation rights and phantom
stock to officers, directors, employees, agents, consultants and
advisors of the Company and its subsidiaries, as determined in the
discretion of the Compensation Committee of the Board of Directors. The
maximum number of shares of Common Stock authorized for issuance under
the 2000 Plan is 3,000,000, subject to adjustment as described in the
2000 Plan.
All options which have been granted under the 1991 Plan, the 2000 Plan
and the Directors' Plan are non-qualified stock options with an
exercise price equal to the fair market value of a share of Common
Stock on the date of grant. Options granted in 1992 under the Incentive
Plan and all options granted under the Directors' Plan expire ten years
from the date of grant. All other options which have been granted under
the 1991 Plan and 2000 Plan expire seven years from the date of grant.
Options generally vest ratably over a four-year period. At December 31,
2000, there were options to purchase 2,877,028 shares available for
future grant under the 2000 Plan.
Pro forma information regarding net income and earnings per share is
required by Statement 123 and has been determined as if the Company had
accounted for its employee stock options under the fair value method of
that Statement. The fair value of these options was estimated at the
date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions for 2000: risk-free interest
rate of 6.77%, dividend yield of 1.03%, volatility factor of the
expected market price of the Company's Common Stock of .535 and a
weighted-average expected life of the options of approximately 5 years.
F-18
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
6. SHAREHOLDERS' EQUITY (Continued)
The Black-Scholes option valuation method was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions, including
the expected stock price volatility. Because the Company's employee
stock options have characteristics significantly different from those
of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock
options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The
Company's pro forma information follows:
2000 1999 1998
---- ---- ----
Pro forma net (loss) income $ (82,215) $ 53,244 $ 92,258
Pro forma net (loss) income available
to common shareholders (89,915) 45,544 85,756
Pro forma net (loss) income per
common share (6.71) 3.13 6.07
Pro forma net (loss) income per
common share assuming dilution
(Note 9) (6.71) 2.73 5.01
A summary of the Company's stock option activity and related
information for the years ended December 31 follows:
Weighted Weighted
Number Average Average
of Shares Exercise Price Fair Value
--------- -------------- ----------
Options outstanding, December 31, 1997
(452,534 exercisable) 749,384 $ 15
Granted 88,000 45 $ 15.51
Exercised 146,408 13
Forfeited 9,789 26
Options outstanding, December 31, 1998
(458,762 exercisable) 681,187 $ 19
Granted 199,000 43 $ 25.27
Exercised 99,069 11
Forfeited 18,000 44
Options outstanding, December 31, 1999
(474,368 exercisable) 763,118 $ 25
Granted 403,000 19 $ 24.26
Exercised 113,618 15
Forfeited 10,500 19
Options outstanding, December 31, 2000
(489,000 exercisable) 1,042,000
F-19
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
6. SHAREHOLDERS' EQUITY (Continued)
The following table summarizes information about stock options
outstanding at December 31, 2000:
Weighted Weighted Weighted
Range of Number Average Average Number Average
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 12/31/00 Life Price at 12/31/00 Price
------- ----------- ---- ----- ----------- -----
$ 7 - $ 19 335,900 2.51 $15 295,900 $14
19 - 20 354,600 6.38 20 16,600 20
22 - 44 166,500 3.74 30 118,250 29
44 - 44 169,000 5.13 44 42,250 44
54 - 54 16,000 7.46 54 16,000 54
----------- ----------
$ 7 - $ 54 1,042,000 4.52 $24 489,000 $22
=========== ==========
Savings and Stock Ownership Plan
--------------------------------
The Company has registered 3,000,000 shares of Common Stock for use in
connection with the LandAmerica Financial Group, Inc. Savings and Stock
Ownership Plan. Substantially all of the employees of the Company are
eligible to participate in the Plan.
The Plan Trustee purchases shares on the open market to use in matching
employee contributions. The level of contributions to the Plan is
discretionary and set by the Board of Directors annually. The number of
shares purchased and allocated to employees in 2000, 1999 and 1998 were
238,993, 313,167 and 168,909, respectively, at a cost of $7,220, $7,579
and $8,598, respectively.
Series B Preferred Stock
------------------------
On February 27, 1998, the Company issued 2,200,000 shares of its 7%
Series B Cumulative Convertible Preferred Stock (the "Series B
Preferred Stock") to Reliance Insurance Company ("RIC") in connection
with the acquisition of Commonwealth Land Title Insurance Company and
Transnation Title Insurance Company (the "Acquisition"). The terms of
the Series B Preferred Stock provide for the payment of quarterly
cumulative cash dividends at an annual rate of 7% of the stated value
of $50.00 per share, or $3.50 per share. At December 31, 2000, 1999 and
1998, there were no Series B Preferred Stock dividends in arrears.
The Series B Preferred Stock is redeemable by the Company at any time
on or after February 27, 2003 at a redemption price equal to the stated
value of $50.00 per share, plus a redemption premium of 4% commencing
on February 27, 2003 that declines by 1% per year over the next five
years until February 27, 2007, at which time the Series B Preferred
Stock may be redeemed at its stated value of $50.00 per share. The
terms of the
F-20
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
6. SHAREHOLDERS' EQUITY (Continued)
Series B Preferred Stock contain no sinking fund provisions and places
no limits on the source of funds to be used for any redemption of the
Series B Preferred Stock.
The Series B Preferred Stock generally is convertible at the option of
the holder into shares of Common Stock at a conversion price of $22.80
per share of Common Stock (equivalent to a conversion ratio of
approximately 2.193 shares of Common Stock for each share of Series B
Preferred Stock or 4,824,561 shares of Common Stock in the aggregate),
subject to adjustment as described in the terms of the Series B
Preferred Stock. The Series B Preferred Stock is not convertible into
shares of Common Stock by RIC and its affiliates until such time as RIC
and its affiliates have sold, conveyed or transferred all of the
4,039,473 shares of Common Stock received by RIC from the Company in
connection with the Acquisition. However, RIC and its affiliates shall
not be subject to such restriction in the event, among other things,
that (i) the Company calls for the redemption of the Series B Preferred
Stock held by RIC or (ii) either the Company declares a regular
quarterly dividend on the Common Stock of $.40 or more during any
calendar year, or the Company declares one or more non-regular
dividends on the Common Stock in an aggregate amount of $.50 or more
during any calendar year, or the Company declares dividends on the
Common Stock, whether regular or non-regular, in an aggregate amount of
$1.60 or more during any calendar year. If the Company calls for
redemption less than all of the Series B Preferred Stock held by RIC
and its affiliates, then RIC and its affiliates are entitled to convert
into shares of Common Stock only that number of the Series B Preferred
Stock that have been so called for redemption.
In the event of any voluntary or involuntary dissolution, liquidation,
or winding up of the Company, the holders of shares of Series B
Preferred Stock are entitled to be paid, out of the assets of the
Company available for distribution to its shareholders, before any
payment is made in respect of the Common Stock or any other class of
stock of the Company ranking junior to the Series B Preferred Stock, a
liquidation preference equal to $50.00 per share plus accrued and
unpaid dividends to the date of such payment. If, upon such
dissolution, liquidation or winding up, the amounts payable as the
liquidation preference to holders of Series B Preferred Stock and any
other shares of stock ranking as to such distribution on a parity with
the Series B Preferred Stock cannot be paid in full, the holders of
Series B Preferred Stock and of such other shares will share ratably in
any such distribution of assets in proportion to the liquidation
preference that each holder is entitled to receive.
The holders of Series B Preferred Stock are not entitled to vote at any
meeting of the Company's shareholders, except as required by the
Virginia Stock Corporation Act or as set forth in the terms of the
Series B Preferred Stock. The terms of the Series B Preferred Stock
permit the holders of shares of Series B Preferred Stock to vote for
the election of two additional directors of the Company at an annual or
special meeting of shareholders whenever dividends on the Series B
Preferred Stock are in arrears for six or more quarterly periods,
whether or not consecutive. The holders of Series B Preferred Stock are
entitled to one vote per share on matters subject to a vote by such
holders.
F-21
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
6. SHAREHOLDERS' EQUITY (Continued)
Subsequent Event Relating to Series B Preferred Stock
-----------------------------------------------------
In February and March 2001, RIC sold 4,039,473 shares of Common Stock
acquired in connection with the Acquisition and an additional 4,460,561
shares of Common Stock acquired upon conversion of 2,034,017 shares of
the Series B Preferred Stock. The sales were made in connection with an
underwritten public offering. Following the sale of the shares, RIC
owns 1 share of Common Stock and 165,983 shares of Series B Preferred
Stock, which are convertible to 363,997 shares of Common Stock at any
time in accordance with the terms of the Series B Preferred Stock.
Comprehensive Income
--------------------
The Company has elected to display comprehensive income in the
statements of shareholders' equity, net of reclassification
adjustments. Reclassification adjustments are made to avoid double
counting in comprehensive income items that are displayed as part of
net income for a period that also had been displayed as part of other
comprehensive income in that period or earlier periods.
A summary of unrealized (losses) gains and reclassification
adjustments, net of tax, of available-for-sale securities for the years
ended December 31, 2000, 1999 and 1998 follows:
2000 1999 1998
---- ---- ----
Unrealized holding (losses) gains
arising during the period $ 26,750 $ (26,838) $ 6,237
Reclassification adjustment for
(losses) gains previously included
in other comprehensive income
(net of tax (benefit) expense of
$(706) - 2000; $3,020 - 1999 and
$2,601 - 1998) (1,369) 5,144 1,406
Adjustment for valuation allowance
for deferred tax 1,696 11,520 -
----------- ----------- -----------
Net unrealized holding gains (losses)
arising during the period $ 26,423 $ (43,502) $ 4,831
=========== =========== ===========
7. STATUTORY FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The accompanying consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the
United States which differ in some respects from statutory accounting
practices prescribed or permitted in the preparation of financial
statements for submission to insurance regulatory authorities. Combined
statutory equity of the Company's insurance subsidiaries was $358,562
and $377,273 at
F-22
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
7. STATUTORY FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
December 31, 2000 and 1999, respectively. The difference between
statutory equity and equity determined on the basis of accounting
principles generally accepted in the United States is primarily due to
differences between the provision for policy and contract claims
included in the accompanying financial statements and the statutory
unearned premium reserve, which is calculated in accordance with
statutory requirements, and statutory regulations that preclude the
recognition of certain assets including goodwill and deferred income
tax assets. Combined statutory net income of the Company's primary
insurance subsidiaries was $17,558, $65,480 and $104,160 for the years
ended December 31, 2000, 1999 and 1998, respectively.
In a number of states, the Company's insurance subsidiaries are subject
to regulations which require minimum amounts of statutory equity and
which require that the payment of any extraordinary dividends receive
prior approval of the Insurance Commissioners of these states. An
extraordinary dividend is generally defined by various statutes in the
state of domicile of the subsidiary insurer. Under such statutory
regulations, net assets of consolidated subsidiaries aggregating
$22,854 is available for dividends, loans or advances to the Company
during the year 2001.
In addition, the credit agreement with Bank of America (see Note 12)
contains certain covenants which would limit future dividend payments
by the Company. Management does not believe, however, that these
restrictions will, in the foreseeable future, adversely affect the
Company's ability to pay cash dividends at the current dividend rate.
In 1998, the NAIC adopted codified statutory accounting principles
("Codification"). Codification has changed, to some extent, prescribed
statutory accounting practices, and resulted in changes to the
accounting practices that the Company's insurance subsidiaries use to
prepare their statutory financial statements. Codification requires
adoption by various states before it becomes the prescribed statutory
basis of accounting for insurance companies domesticated within those
states. Certain states have adopted Codification effective January 1,
2001. Management does not expect Codification to have a material impact
on combined statutory equity of its insurance subsidiaries.
8. INCOME TAXES
The Company files a consolidated federal income tax return with its
subsidiaries. Significant components of the Company's deferred tax
assets and liabilities at December 31, 2000 and 1999 are as follows:
F-23
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
8. INCOME TAXES (Continued)
2000 1999
---- ----
Deferred tax assets:
Policy and contract claims $ 72,956 $ 77,455
Pension liability 7,214 7,269
Employee benefit plans 18,356 13,021
Unrealized losses 1,696 11,520
Other intangible assets 48,804 -
Other 4,624 3,629
----------- -----------
Total deferred tax assets 153,650 112,894
Valuation allowance for deferred tax assets (1,696) (11,520)
----------- -----------
Net deferred tax assets 151,954 101,374
----------- -----------
Deferred tax liabilities:
Title plant basis differences 7,374 7,152
Other intangible assets - 5,633
Capitalized system development costs 5,574 6,320
Other - 1,289
----------- -----------
Total deferred tax liabilities 12,948 20,394
----------- -----------
Net deferred tax asset $ 139,006 $ 80,980
=========== ===========
A valuation allowance will be established for any portion of a deferred
tax asset that management believes may not be realized. At December 31,
2000 and 1999, the Company recorded a valuation allowance of $1,696 and
$11,520, respectively, related to the deferred tax assets created by
the unrealized losses associated with the Company's investment
portfolio.
The provision for income tax differs from the amount of income tax
determined by applying the U.S. statutory income tax rate (35%) to
pre-tax income as a result of the following:
2000 1999 1998
---- ---- ----
Tax (benefit) expense at federal statutory rate $ (44,848) $ 29,705 $ 51,206
Non-taxable interest (3,651) (3,302) (1,743)
Dividend deductions (863) (883) (856)
Company-owned life insurance (1,176) (612) 290
Meals and entertainment 3,200 2,200 2,121
State income taxes, net of federal benefit (1,615) 655 1,275
Other, net 1,582 2,790 981
--------- --------- --------
Income tax expense $ (47,371) $ 30,553 $ 53,274
========= ========= ========
Taxes paid were $10,400 in 2000, $30,574 in 1999 and $48,902 in 1998.
F-24
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share for the years ended December 31:
2000 1999 1998
---- ---- ----
Numerator:
Net (loss) income - numerator for diluted
earnings per share $ (80,766) $ 54,317 $ 93,028
Less preferred dividends (7,700) (7,700) (6,502)
---------- --------- --------
Numerator for basic earnings per share $ (88,466) $ 46,617 $ 86,526
========== ========= ========
Denominator:
Weighted average shares - denominator for
basic earnings per share 13,397 14,532 14,120
Effect of dilutive securities:
Assumed weighted average conversion of
preferred stock - 4,825 4,020
Employee stock options - 146 281
---------- --------- --------
Denominator for diluted earnings per share 13,397 19,503 18,421
Basic earnings per common share $(6.60) $3.21 $6.13
====== ===== =====
Diluted earnings per common share $(6.60) $2.79 $5.05
====== ===== =====
In accordance with accounting principles generally accepted in the
United States, the effect of dilutive securities was excluded from the
calculation of the diluted loss per common share for the year ended
December 31, 2000, as such inclusion would result in antidilution.
10. PENSIONS AND OTHER POSTRETIREMENT BENEFITS
Prior to May 31, 2000, the Company sponsored two postretirement benefit
plans that provide postretirement health care and life insurance
benefits to employees hired by the Company before January 1, 2000.
Effective June 1, 2000, the two benefit plans were combined. This
change did not affect the plan participants or their coverage.
During 1998 the Company had two noncontributory defined benefit
retirement plans. Effective January 1, 1999, the plans were merged and
amended to change the pension benefit formula to a cash balance formula
from the existing benefit calculation based on years of service and
average earnings. Under the amended plan, each participant's account is
credited annually with an amount equal to 2-5% of the participant's
annual compensation based on the participant's age plus years of
credited service. Additionally,
F-25
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
10. PENSIONS AND OTHER POSTRETIREMENT BENEFITS (Continued)
each participant's account balance will be credited with interest based
on the 10-year treasury bond rate published in November preceding the
applicable plan year. Those participants in the plans on December 31,
1998, who meet the requirements for early retirement on that date, may
elect to receive their retirement benefit under the applicable prior
plan or formula.
Pension Benefits Other Benefits
---------------- --------------
2000 1999 2000 1999
---- ---- ---- ----
Change in benefit obligation:
Benefit obligation at beginning of year $ 204,061 $ 233,534 $ 40,561 $ 42,220
Service cost 7,277 7,183 1,131 1,564
Interest cost 14,576 14,062 3,194 2,749
Plan participants' contributions - - 453 438
Plan amendments - (16,217) 3,347 -
Actuarial loss (gains) 1,045 (21,564) (62) (3,949)
Benefits paid (20,414) (12,937) (3,043) (2,461)
--------- --------- -------- ---------
Benefit obligation at end of year 206,545 204,061 45,581 40,561
--------- --------- -------- ---------
Change in plan assets:
Fair value of plan assets at beginning
of year 198,797 183,604 1,842 2,020
Actual return on plan assets 33,525 22,361 181 88
Company contributions 5,316 5,769 2,327 1,757
Plan participants' contributions - - 453 438
Benefits paid (20,414) (12,937) (3,043) (2,461)
--------- --------- -------- ---------
Fair value of plan assets at end of
year 217,224 198,797 1,760 1,842
--------- --------- -------- ---------
Funded status of the plan (underfunded) 10,679 (5,264) (43,821) (38,719)
Unrecognized net actuarial gains (17,263) (1,556) (2,355) (2,207)
Unrecognized transition (asset) obligation (10) (31) 14,083 15,256
Unrecognized prior service cost (12,507) (14,349) 3,068 -
Contribution made between
measurement date and year end 1,299 879 - -
--------- --------- --------- ---------
Accrued benefit cost $ (17,802) $ (20,321) $ (29,025) $ (25,670)
========= ========= ========= =========
Pension Benefits Other Benefits
---------------- --------------
2000 1999 2000 1999
---- ---- ---- ----
Weighted average assumptions as of
December 31
Discount rate 7.75% 7.50% 7.75% 7.50%
Expected return on plan assets 9.00% 9.00% 6.00% 6.00%
Rate of compensation increase 4.63% 4.00% 4.63% 4.00%
F-26
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
10. PENSIONS AND OTHER POSTRETIREMENT BENEFITS (Continued)
Pension Benefits Other Benefits
---------------- --------------
2000 1999 1998 2000 1999 1998
---- ---- ---- ---- ---- ----
Components of net
periodic pension cost:
Service cost $ 7,277 $ 7,183 $ 7,603 $ 1,131 $ 1,564 $ 1,042
Interest cost 14,576 14,062 13,675 3,194 2,749 2,508
Expected return on
plan assets (16,773) (15,875) (14,798) (96) (121) (135)
Amortization of
unrecognized
transition
obligation or
(asset) (21) (21) (21) 1,174 1,174 1,174
Prior service cost
recognized (1,842) (1,842) 73 279 - -
Recognized (gains)
losses - 595 61 - - (256)
------- ------- ------- ------- ------- -------
Net periodic
benefit cost $ 3,217 $ 4,102 $ 6,593 $ 5,682 $ 5,366 $ 4,333
======= ======= ======= ======= ======= =======
The assumed health care cost trend rate used to measure the expected
cost of covered health care benefits for the Company's plan was 8.0%
for 2000, 7.5% for 2001 and is assumed to decrease 0.5% per year until
2007 and remain level at 5.5% thereafter.
Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one-percentage-point
change in assumed health care cost trend rates would have the following
effects:
One Percentage One Percentage
Point Increase Point Decrease
-------------- --------------
Effect on total of service and interest
cost components in 2000 $ 142 $ (143)
Effect on postretirement benefit
obligation as of 2000 $ 1,400 $ (1,449)
11. LEASE COMMITMENTS
The Company conducts a major portion of its operations from leased
office facilities under operating leases that expire over the next 10
years. Additionally, the Company leases data processing and other
equipment under operating leases expiring over the next five years.
F-27
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
11. LEASE COMMITMENTS (Continued)
Following is a schedule of future minimum rental payments required
under operating leases that have initial or remaining non-cancelable
lease terms in excess of one year as of December 31, 2000.
2001 $ 44,578
2002 34,621
2003 26,522
2004 16,056
2005 5,855
Thereafter 1,707
-----------
$ 129,339
===========
Rent expense was $57,571, $53,489 and $53,255 for the years ended
December 31, 2000, 1999 and 1998, respectively.
In December 2000, the Company entered into a sale-leaseback
transaction, totaling $5,996 whereby the Company sold and leased back
assets classified as furniture and equipment. These assets were leased
back from the purchaser over periods of 5 and 7 years. The resulting
lease is being accounted for as operating lease and the resulting gain
of $212 is being amortized over the life of the lease. The lease
requires the Company to pay customary operating and repair expenses and
to observe certain covenants. This lease contains a renewal option at
lease termination and a purchase option at an amount approximating fair
market value at lease termination.
In December 1999, the Company entered into three sale-leaseback
transactions, totaling $24,932 whereby the Company sold and leased back
assets classified as furniture and equipment. These assets were leased
back from the purchasers over periods of 7 and 8 years. The $895 is
being amortized over the life of the lease. The leases require the
Company to pay customary operating and repair expenses and to observe
certain covenants. The leases contain renewal options at lease
termination and purchase options at amounts approximating fair market
value at lease termination.
F-28
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
11. LEASE COMMITMENTS (Continued)
Future scheduled minimum lease payments under the non-cancelable
operating leases as of December 31, 2000 are as follows:
2001 $ 4,770
2002 4,770
2003 4,770
2004 4,770
2005 4,770
Thereafter 7,671
----------
Total minimum lease
payments $ 31,521
==========
12. CREDIT ARRANGEMENTS
On November 7, 1997, the Company entered into a credit agreement with
Bank of America, individually and as administrative agent for a
syndicate of eleven other banks, pursuant to which a credit facility,
in an aggregate principal amount of up to $237,500, was established.
The credit facility is a four-year senior unsecured revolving credit
facility which will terminate with all outstanding amounts being due
and payable November 7, 2003, unless extended as provided in the credit
agreement. At December 31, 2000, the amount due under the credit
agreement was $195,500.
Interest accrues on the outstanding principal balance of the loans, at
the Company's option, based upon (i) IBOR (reserve adjusted) for
thirty, sixty, ninety or one hundred and eighty days plus a margin
determined by the Company's debt to capitalization ratio, or (ii) Bank
of America's Base Rate as defined in the credit agreement. In the event
of any default, interest on the outstanding principal balance of the
loans will accrue at a rate equal to Bank of America's Base Rate plus
two percent (2.0%) per annum.
Interest paid was $13,255, $11,955 and $10,285, in 2000, 1999 and 1998,
respectively.
13. PENDING LEGAL PROCEEDINGS
General
-------
The Company and its subsidiaries are involved in certain litigation
arising in the ordinary course of their businesses, some of which
involve claims of substantial amounts. Although the ultimate outcome of
these matters cannot be ascertained at this time, and the results of
legal proceedings cannot be predicted with certainty, the Company
believes, based on current knowledge, that the resolution of these
matters will not have a material adverse effect on the Company's
financial position or results of operations.
F-29
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
13. PENDING LEGAL PROCEEDINGS (Continued)
Litigation Not in the Ordinary Course of Business
-------------------------------------------------
The People of the State of California, the Controller of the State of
California and the Insurance Commissioner of the State of California
have filed a putative defendant class action suit in the Sacramento
Superior Court against Fidelity National Title Insurance Company and
others (Case No. 99AS02793). While the subsidiaries of the Company that
do business in California (the "Company's California Subsidiaries")
were not named in the suit, they fall within the putative defendant
class definition which includes virtually all title insurance
underwriters, underwritten title companies, controlled escrow companies
and independent escrow companies in California. The suit alleges that
the defendants (i) failed to escheat unclaimed property to the
Controller of the State of California on a timely basis, (ii) charged
California home buyers and other escrow customers fees for services
which were never performed, or which cost less than the amount charged,
and (iii) devised and carried out schemes with financial institutions
to receive interest, or monies in lieu of interest, on escrow funds
deposited by defendants with financial institutions in demand deposits.
The suit seeks injunctive relief, restitution and civil penalties.
The Company's California Subsidiaries are cooperating with the
Controller's Office in the conduct of unclaimed property audits, and
with the Department of Insurance in a limited examination with respect
to banking relationships. Additionally, the Company's California
Subsidiaries have entered into an agreement with the Attorney General
that would allow claims against them to be dismissed without prejudice,
in order to facilitate continuing settlement discussions with the
Attorney General and other state representatives without facing
court-imposed deadlines. The Company has engaged in preliminary
settlement discussions with the Attorney General. Although the complete
terms of a settlement agreement have not been reached, the Company
believes that, based on the status of discussions to date, the final
terms of any settlement agreement that is materially consistent with
such discussions would not have a material adverse effect on the
Company's financial condition.
On or about June 16, 2000, Norman E. Taylor, Connie S. Taylor, Lynne
Thompson Jones-Brittle, Colin R. Callaghan and Miriam J. Callaghan
(collectively, the "Plaintiffs") filed a putative class action suit
(the "Taylor Suit") in the Superior Court of Los Angeles, California
(Case No. BC 231917) against the Company, Commonwealth Land Title
Insurance Company, Commonwealth Land Title Company, Lawyers Title
Insurance Corporation and Lawyers Title Company (collectively, the
"Defendants"). The Plaintiffs purport to represent a class defined in
the First Amended Complaint dated November 20, 2000 (the "Amended
Complaint") as "all persons or entities who, from 1980 to the present,
incident to purchase, sale or refinancing of real property located in
California, deposited funds in escrow accounts controlled by the
Defendants and were not paid interest on their funds and/or were
charged fees for services not rendered by Defendants or excessive fees
for the services Defendants performed."
F-30
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
13. PENDING LEGAL PROCEEDINGS (Continued)
The Plaintiffs allege in the Amended Complaint that the Defendants
unlawfully (a) received interest, other credits or payments that served
as the functional equivalent of interest, on customer escrow funds; (b)
charged and retained fees for preparing and recording reconveyances
that they did not prepare or record, and charged and retained excessive
fees for other escrow-related services; and (c) swept or converted
funds in escrow accounts based upon contrived charges prior to the time
the funds escheated or should have escheated to the State of California
pursuant to the Unclaimed Property Law. The Plaintiffs assert claims
for relief against the Defendants based on (i) violation of
California's Unfair Business Practices Act, California Business and
Professions Code ss.ss. 17200, et. seq.; (ii) violation of California's
Deceptive, False and Misleading Advertising Act, California Business
and Professions Code ss.ss. 17500, et. seq.; (iii) violation of
California's Consumer Legal Remedies Act, California Civil Code ss.ss.
1750, et. seq.; (iv) breach of fiduciary duty; (v) breach of agents'
duties to their principals; (vi) breach of undertaking of special duty;
(vii) conversion; (viii) unjust enrichment; (ix) conspiracy; and (x)
negligence. The Plaintiffs seek injunctive relief, restitution of
improperly collected charges and interest and the imposition of an
equitable constructive trust over such amounts, damages according to
proof, punitive damages, costs and expenses, attorneys' fees, pre- and
post-judgment interest and such other and further relief as the Court
may deem necessary and proper.
The Company intends to vigorously defend the Taylor Suit. The suit is
still in its initial stages, and at this time no estimate of the amount
or range of loss that could result from an unfavorable outcome can be
made.
14. ACQUISITIONS
On February 27, 1998, the Company acquired all of the issued and
outstanding shares of capital stock of Commonwealth Land Title
Insurance Company and Transnation Title Insurance Company
("Commonwealth and Transnation") from Reliance Insurance Company, a
subsidiary of Reliance Group Holdings, Inc. (the "Acquisition"). The
shares were acquired in exchange for 4,039,473 shares of the Company's
common stock (book value, net of offering costs - $130,728); 2,200,000
shares of the Company's 7% Series B Cumulative Convertible Preferred
Stock, which are the equivalent of 4,824,561 shares of common stock
(book value - $175,700); the net proceeds of an offering of 1,750,000
shares of common stock ($65,921); and cash financed with bank debt
($200,681). The Acquisition has been accounted for by the Company using
the "purchase" method of accounting. The assets and liabilities of
Commonwealth and Transnation have been substantially revalued to their
respective fair market values. The financial statements of the Company
reflect the combined operations of the Company and Commonwealth and
Transnation from the closing date of the Acquisition.
F-31
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
14. ACQUISITIONS (Continued)
Pursuant to EITF 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity, the Company
has recorded exit and termination costs of approximately $11,500
related to exit and termination costs incurred in connection with the
acquisition of Commonwealth and Transnation. Costs incurred to exit
certain leases and to dispose of certain title plants comprised $9,400
of this amount. The remaining $2,100 primarily relates to the
termination of employees for which employee severance benefits have
been accrued. Exit and termination costs of Commonwealth and
Transnation leases and employees necessary to assimilate the operations
of Commonwealth and Transnation with the Company have been capitalized
as part of the purchase price.
All exit and termination costs have been paid as of December 31, 2000.
The following unaudited pro forma results of operations of the Company
give effect to the acquisition of Commonwealth and Transnation as
though the transaction had occurred on January 1, 1998. These operating
results exclude the effect of exit and termination costs.
Year Ended
December 31,
1998
----
Gross revenues $ 1,993,583
Operating revenues 1,938,666
Investment income 54,917
Expenses 1,057,933
Net income 105,720
Less preferred dividends (7,700)
------------
Net income available to common shareholders $ 98,020
Net income per common share $6.48
Net income per common share assuming dilution $5.22
Weighted average number of common shares 15,128
Weighted average number of common shares
assuming dilution 20,234
On October 31, 2000, the Company acquired all of the outstanding shares
of Primis, Inc. (Primis). Primis is a web based provider of property
information and appraisal services. The acquisition has been accounted
for by the Company using the "purchase" method of
F-32
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
14. ACQUISITIONS (Continued)
accounting. The assets and liabilities of Primis will be revalued to
their respective fair market values. The cost of acquisition was not
material in relation to the Company's financial position.
On August 1, 2000, the Company entered into a joint venture agreement
with The First American Corporation contributing certain assets of its
wholly-owned subsidiary, Datatrace, creating Data Trace Information
Services ("Data Trace"). The financial statements of the Company
reflect Data Trace as an investment in affiliates, included in Other
Assets on the balance sheet.
Pursuant to EITF 94-3, the Company has recorded exit and termination
costs of $3,079 associated with these transactions. Costs incurred
relate to exiting certain leases and license and maintenance agreements
and to the termination of employees for which employee severance
benefits have been accrued.
15. UNAUDITED QUARTERLY FINANCIAL DATA
Selected quarterly financial information follows:
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
2000
----
Premiums, title search, escrow and
other $ 393,779 $ 454,203 $ 439,633 $ 463,653
Net investment income 12,860 12,377 12,763 13,136
Income (loss) before income taxes (3,108) 26,875 11,867 (163,770)
Net income (loss) (2,051) 17,736 7,832 (104,283)
Net income (loss)per common share $(0.30) $1.18 $0.44 $(7.88)
Net income (loss) per common share
- assuming dilution $(0.30) $0.97 $0.43 $(7.88)
1999
----
Premiums, title search, escrow and
other $ 478,161 $ 532,384 $ 501,813 $ 487,656
Net investment income 11,742 11,761 11,985 12,511
Income before income taxes 23,585 27,170 14,149 19,966
Net income 14,870 17,131 9,213 13,103
Net income per common share $0.85 $1.01 $0.51 $0.81
Net income per common share
- assuming dilution $0.73 $0.86 $0.48 $0.70
F-33
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
- --------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------
(In thousands of dollars except per common share amounts)
15. UNAUDITED QUARTERLY FINANCIAL DATA (Continued)
In the fourth quarter of 2000, the Company changed its method of
assessing the recoverability of Goodwill which resulted in a net charge
to earnings of $110,369 (See Note 2).
F-34
Schedule I
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
SUMMARY OF INVESTMENTS
DECEMBER 31, 2000
(In thousands of dollars)
Column A Column B Column C Column D
-------- -------- -------- --------
Amount at
which
shown in
Fair the balance
Type of investment Cost Value sheet
---- ----- -----
Fixed maturities:
Available-for-sale:
Bonds:
United States Government and
government agencies and
authorities $ 68,730 $ 70,941 $ 70,941
States, municipalities and
political subdivisions 272,946 276,685 276,685
Foreign Government 1,878 1,901 1,901
Public Utilities 93,100 89,132 89,132
All other corporate bonds 216,699 215,714 215,714
Mortgage-backed securities 89,053 89,018 89,018
Preferred stock 58,098 53,451 53,451
------------- ------------- -------------
Total fixed maturities $ 800,504 $ 796,842 $ 796,842
============= ============= =============
Equity securities:
Common stocks:
Industrial, miscellaneous and all $ 4,285 $ 3,235 $ 3,235
------------- ------------- -------------
other
Total equity securities $ 4,285 $ 3,235 $ 3,235
============= ============= =============
Mortgage loans on real estate $ 9,652 XXX $ 9,652
============= === =============
Deposits with banks:
Invested cash $ 80,976 XXX $ 80,976
============= === =============
Total investments $ 895,417 XXX $ 890,705
============= === =============
F-35
Schedule II
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
PARENT COMPANY BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
(In thousands of dollars)
2000 1999
---- ----
ASSETS
Cash $ 10,299 $ 29,102
Stock of subsidiaries at equity 865,591 896,973
Notes receivable from affiliates 775 775
Notes receivable other 3,379 4,604
Income tax recoverable 6,213 1,154
Due from affiliates 39,828 11,338
Other assets 16,608 15,539
----------- -----------
Total assets $ 942,693 $ 959,485
=========== ===========
LIABILITIES
Note payable $ 195,500 $ 207,500
Other liabilities 83,093 21,282
----------- -----------
Total liabilities 278,593 228,782
SHAREHOLDERS' EQUITY
Preferred stock, no par value, authorized 5,000,000 shares,
no shares of Series A Junior Participating Preferred
Stock issued or outstanding; 2,200,000 shares of 7%
Series B Cumulative Convertible Preferred Stock issued
and outstanding in 2000 and 1999 175,700 175,700
Common stock, no par value, 45,000,000 shares authorized,
shares issued and outstanding: 2000 - 13,518,319; 1999
- 13,680,421 340,269 342,138
Accumulated other comprehensive income (4,712) (31,135)
Retained earnings 152,843 244,000
----------- -----------
Total shareholders' equity 664,100 730,703
----------- -----------
$ 942,693 $ 959,485
=========== ===========
F-36
Schedule II
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
PARENT COMPANY STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(In thousands of dollars)
2000 1999 1998
---- ---- ----
REVENUES
Dividends received from
consolidated subsidiaries $ 62,602 $ 55,300 $ 43,239
Management fee from consolidated
subsidiaries 10,156 5,125 1,111
Other income 7,996 3,001 1,678
----------- ---------- ----------
80,754 63,426 46,028
EXPENSES
Interest expense 13,477 12,155 10,593
Administrative expenses 19,064 5,951 8,311
----------- ---------- ----------
32,541 18,106 18,904
INCOME BEFORE EQUITY IN
UNDISTRIBUTED INCOME OF
SUBSIDIARIES 48,213 45,320 27,124
FEDERAL INCOME TAX BENEFIT (5,627) (3,492) (5,694)
EQUITY IN UNDISTRIBUTED
INCOME OF CONSOLIDATED
SUBSIDIARIES (134,606) 5,505 60,210
----------- ---------- ----------
NET INCOME $ (80,766) $ 54,317 $ 93,028
============ ========== ==========
F-37
Schedule II
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
PARENT COMPANY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(In thousands of dollars)
2000 1999 1998
---- ---- ----
Cash flows from operating activities:
Net (loss) income $ (80,766) $ 54,317 $ 93,028
Undistributed net loss (income) of
subsidiaries 134,606 (5,505) (60,210)
Receivables from subsidiaries (28,490) (15,102) 3,530
Income taxes (5,059) - (8,229)
Accounts payable - - 1,635
Other 8,906 9,556 4,455
---------- ---------- ---------
Net cash provided by operating activities 29,197 43,266 34,209
---------- ---------- ---------
Cash flows from investing activities:
Additional investment in subsidiaries (35,740) - (273,034)
---------- ---------- ----------
Net cash used in investing activities (35,740) - (273,034)
---------- ---------- ----------
Cash flows from financing activities:
Common shares (retired) issued (1,869) (40,690) 81,833
Proceeds from note payable - - 203,500
Dividends paid (10,391) (10,611) (9,536)
---------- ---------- ---------
Net cash (used in) provided by financing
activities (12,260) (51,301) 275,797
---------- ---------- ---------
Net (decrease) increase in cash (18,803) (8,035) 36,972
Cash at beginning of year 29,102 37,137 165
---------- ---------- ---------
Cash at end of year $ 10,299 $ 29,102 $ 37,137
========== ========== =========
F-38
Schedule II
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
NOTE 1 - ACCOUNTING POLICIES
Basis of presentation - The accompanying parent company financial statements
should be read in conjunction with the Company's Consolidated Financial
Statements.
F-39
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
- -------------- --------
3.1 Articles of Incorporation, incorporated by reference to Exhibit 3A
of the Registrant's Form 10 Registration Statement, as amended,
File No. 0-19408.
3.2 Articles of Amendment of the Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registrant's Form 8-A Registration Statement, filed February 27,
1998, File No. 1-13990.
3.3 Bylaws, incorporated by reference to Exhibit 3B of the
Registrant's Form 10 Registration Statement, as amended, File No.
0-19408.
4.1 Amended and Restated Rights Agreement, dated as of August 20,
1997, between the Registrant and Wachovia Bank, N.A., as Rights
Agent, which Amended and Restated Rights Agreement includes an
amended Form of Rights Certificate, incorporated by reference to
Exhibit 4.1 of the Registrant's Current Report on Form 8-K, dated
August 20, 1997, File No. 1-13990.
4.2 First Amendment to Amended and Restated Rights Agreement, dated as
of December 11, 1997, between the Registrant and Wachovia Bank,
N.A., as Rights Agent, incorporated by reference to Exhibit 4.1 of
the Registrant's Current Report on Form 8-K, dated December 11,
1997, File No. 1-13990.
4.3 Second Amendment to Amended and Restated Rights Agreement, dated
as of June 1, 1999, between the Registrant, Wachovia Bank, N.A.,
as Rights Agent, and State Street Bank and Trust Company, as
Successor Rights Agent, incorporated by reference to Exhibit 4.1
of the Registrant's Current Report on Form 8-K, dated June 1,
1999, File No. 1-13990.
4.4 Third Amendment to Amended and Restated Rights Agreement, dated as
of July 26, 2000, between the Registrant and State Street Bank and
Trust Company, as Rights Agent, incorporated by reference to
Exhibit 4.1 of the Registrant's Current Report on Form 8-K, dated
July 26, 2000, File No. 1-13990.
4.5 Form of Common Stock Certificate, incorporated by reference to
Exhibit 4.6 of the Registrant's Form 8-A Registration Statement,
filed February 27, 1998, File No. 1-13990.
4.6 Form of 7% Series B Cumulative Convertible Preferred Stock
certificate, incorporated by reference to Exhibit 4.7 of the
Registrant's Form 8-A Registration Statement, filed February 27,
1998, File No. 1-13990.
10.1 Lawyers Title Insurance Corporation Deferred Income Plan,
incorporated by reference to Exhibit 10C of the Registrant's Form
10 Registration Statement, as amended, File No. 0-19408.
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
- -------------- --------
10.2 Lawyers Title Insurance Corporation Benefit Replacement Plan,
incorporated by reference to Exhibit 10M of the Registrant's Form
10 Registration Statement, as amended, File No. 0-19408.
10.3 Lawyers Title Insurance Corporation Supplemental Pension Plan,
incorporated by reference to Exhibit 10B of the Registrant's Form
10 Registration Statement, as amended, File No. 0-19408.
10.4 Lawyers Title Corporation 1992 Stock Option Plan for Non-Employee
Directors, as amended May 21, 1996, incorporated by reference to
Exhibit 10.5 of the Registrant's Form 10-Q for the quarter ended
June 30, 1996, File No. 1-13990.
10.5 Lawyers Title Insurance Corporation Senior Executive Severance
Agreement, incorporated by reference to Exhibit 10G of the
Registrant's Form 10 Registration Statement, as amended, File No.
0-19408.
10.6 Lawyers Title Corporation Change of Control Employment Agreement,
incorporated by reference to Exhibit 10.12 of the Registrant's
Form 10-K for the year ended December 31, 1994, File No. 0-19408.
10.7 Lawyers Title Insurance Corporation Change of Control Employment
Agreement, incorporated by reference to Exhibit 10.13 of the
Registrant's Form 10-K for the year ended December 31, 1994, File
No. 0-19408.
10.8 Form of Lawyers Title Corporation Non-Qualified Stock Option
Agreement, dated October 29, 1991, with Schedule of Optionees and
amounts of options granted, incorporated by reference to Exhibit
10.17 of the Registrant's Form 10-K for the year ended December
31, 1991, File No. 0-19408.
10.9 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 8, 1992, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.18 of the Registrant's Form 10-K for the
year ended December 31, 1991, File No. 0-19408.
10.10 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 4, 1993, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.21 of the Registrant's Form 10-K for the
year ended December 31, 1992, File No. 0-19408.
10.11 Form of Lawyers Title Corporation Non-Employee Director
Non-Qualified Stock Option Agreement, incorporated by reference to
Exhibit 10.18 of the Registrant's Form 10-K for the year ended
December 31, 1994, File No. 0-19408.
10.12 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 4, 1994, with schedule of
optionees and amounts of options granted, incorporated by
reference to Exhibit 10.27 of the Registrant's Form 10-K for the
year ended December 31, 1993, File No. 0-19408.
10.13 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 5, 1995, with schedule of
optionees and amounts of options granted, incorporated by
reference to Exhibit 10.22 of the Registrant's Form 10-K for the
year ended December 31, 1994, File No. 0-19408.
10.14 LandAmerica Financial Group, Inc. Benefit Restoration Plan, as
amended and restated effective July 1, 1999, incorporated by
reference to Exhibit 10.14 of the Registrant's Form 10-K for the
year ended December 31, 1999, File No. 1-13990.
10.15 Lawyers Title Corporation Outside Directors Deferral Plan,
incorporated by reference to Exhibit 10.24 of the Registrant's
Form 10-K for the year ended December 31, 1994, File No. 0-19408.
10.16 Form of Lawyers Title Insurance Corporation Split-Dollar Life
Insurance Agreement and Collateral Assignment, incorporated by
reference to Exhibit 10.25 of the Registrant's Form 10-K for the
year ended December 31, 1994, File No. 0-19408.
10.17 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 3, 1996, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.26 of the Registrant's Form 10-K for the
year ended December 31, 1995, File No. 1-13990.
10.18 Form of Lawyers Title Corporation Employee Non-Qualified Stock
Option Agreement, dated January 7, 1997, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.23 of the Registrant's Form 10-K for the
year ended December 31, 1996, File No. 1-13990.
10.19 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated March 5, 1998, with Schedule of
Optionees and amounts of options granted, incorporated by
reference to Exhibit 10.24 of the Registrant's Form 10-K for the
year ended December 31, 1997, File No. 1-13990.
10.20 Form of LandAmerica Financial Group, Inc. 1998 Restricted Stock
Agreement, with Schedule of Grantees and number of shares granted,
incorporated by reference to Exhibit 10.25 of the Registrant's
Form 10-K for the year ended December 31, 1997, File No. 1-13990.
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
- -------------- --------
10.21 Registration Rights Agreement, dated February 27, 1998, by and
among the Registrant and Reliance Insurance Company, incorporated
by reference to Exhibit 10.27 of the Registrant's Form 10-K for
the year ended December 31, 1997, File No. 1-13990.
10.22 Revolving Credit Agreement, dated November 7, 1997, between the
Registrant and Bank of America National Trust and Savings
Association, individually and as Administrative Agent for a
syndicate of 11 other financial institutions, incorporated by
reference to Exhibit 99 of the Registrant's Current Report on Form
8-K, dated November 7, 1997, File No. 1-13990.
10.23 Agreement Containing Consent Order, dated February 6, 1998, by and
between the Registrant and the Federal Trade Commission,
incorporated by reference to Exhibit 10.29 of the Registrant's
Form 10-K for the year ended December 31, 1997, File No. 1-13990.
10.24 Employment Agreement, dated March 1, 1998, between the Registrant
and Charles H. Foster, Jr., incorporated by reference to Exhibit
10.3 of the Registrant's Form 10-Q for the quarter ended June 30,
1998, File No. 1-13990.
10.25 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated February 16, 1999, with Schedule of
Optionees and Options Awarded, incorporated by reference to
Exhibit 10.29 of the Registrant's Form 10-K for the year ended
December 31, 1998, File No. 1-13990.
10.26 LandAmerica Financial Group, Inc. Outside Directors Deferral Plan,
as amended and restated December 1, 1998 and February 17, 1999,
incorporated by reference to Exhibit 10.30 of the Registrant's
Form 10-K for the year ended December 31, 1998, File No. 1-13990.
10.27 LandAmerica Financial Group, Inc. Executive Voluntary Deferral
Plan, as amended and restated December 30, 1998, incorporated by
reference to Exhibit 10.31 of the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 1-13990.
10.28 Form of LandAmerica Financial Group, Inc. Change of Control
Employment Agreement, with Schedule of Officers and Multiplier,
incorporated by reference to Exhibit 10.32 of the Registrant's
Form 10-K for the year ended December 31, 1998, File No. 1-13990.
10.29 LandAmerica Financial Group, Inc. 1991 Stock Incentive Plan, as
amended May 16, 1995, May 21, 1996, November 1, 1996, June 16,
1998, May 18, 1999 and February 23, 2000, incorporated by
reference to Exhibit 10.30 of the Registrant's Form 10-K for the
year ended December 31, 1999, File No. 1-13990.
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
- -------------- --------
10.30 LandAmerica Financial Group, Inc. 2000 Stock Incentive Plan, as
amended February 21, 2001.*
10.31 Non-Qualified Stock Option Agreement, dated January 31, 2000,
between the Registrant and Theodore L. Chandler, Jr., incorporated
by reference to Exhibit 10.31 of the Registrant's Form 10-K for
the year ended December 31, 1999, File No. 1-13990.
10.32 Restricted Stock Agreement, dated January 31, 2000, between the
Registrant and Theodore L. Chandler, Jr., incorporated by
reference to Exhibit 10.32 of the Registrant's Form 10-K for the
year ended December 31, 1999, File No. 1-13990.
10.33 Employment Agreement, dated January 31, 2000, between the
Registrant and Theodore L. Chandler, Jr., incorporated by
reference to Exhibit 10.33 of the Registrant's Form 10-K for the
year ended December 31, 1999, File No. 1-13990.
10.34 Change of Control Employment Agreement, dated January 31, 2000,
between the Registrant and Theodore L. Chandler, Jr., incorporated
by reference to Exhibit 10.34 of the Registrant's Form 10-K for
the year ended December 31, 1999, File No. 1-13990.
10.35 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated February 23, 2000, with Schedule of
Optionees and Options Awarded, incorporated by reference to
Exhibit 10.35 of the Registrant's Form 10-K for the year ended
December 31, 1999, File No. 1-13990.
10.36 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated May 17, 2000, with Schedule of
Optionees and Options Awarded, incorporated by reference to
Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended
June 30, 2000, File No. 1-13990.
10.37 Employee Non-Qualified Stock Option Agreement, dated May 17, 2000,
between the Registrant and Charles H. Foster, Jr., incorporated by
reference to Exhibit 10.2 of the Registrant's Form 10-Q for the
quarter ended June 30, 2000, File No. 1-13990.
10.38 Form of LandAmerica Financial Group, Inc. Amendment to
Non-Qualified Stock Option Agreements, dated June 20, 2000, with
Schedule of Optionees and Agreements Being Amended, incorporated
by reference to Exhibit 10.3 of the Registrant's Form 10-Q for the
quarter ended June 30, 2000, File No. 1-13990.
10.39 Form of LandAmerica Financial Group, Inc. Non-Employee Director
Non-Qualified Stock Option Agreement, incorporated by reference to
Exhibit 10.4 of the Registrant's Form 10-Q for the quarter ended
June 30, 2000, File No. 1-13990.
ITEM 14(a)(3)
INDEX TO EXHIBITS
Exhibit Number
and Applicable
Section of Item 601 of
Regulation S-K Document
- -------------- --------
10.40 First Amendment of Credit Agreement, dated February 19, 1998, by
and among the Registrant, Bank of America National Trust and
Savings Association and the financial institutions named therein,
incorporated by reference to Exhibit 10.36 of the Registrant's
Form 10-K for the year ended December 31, 1999, File No. 1-13990.
10.41 Second Amendment to Credit Agreement, dated December 22, 1999, by
and among the Registrant, Bank of America, N.A. and the financial
institutions named therein, incorporated by reference to Exhibit
10.37 of the Registrant's Form 10-K for the year ended December
31, 1999, File No. 1-13990.
10.42 Third Amendment to Credit Agreement, dated December 31, 2000, by
and among the Registrant, Bank of America, N.A. and the financial
institutions named therein.*
10.43 Form of LandAmerica Financial Group, Inc. Employee Non-Qualified
Stock Option Agreement, dated February 20, 2001, with Schedule of
Optionees and Options Awarded.*
10.44 Supplemental Executive Retirement Plan Agreement, dated May 4,
1994, between Commonwealth Land/TransAmerica Title Insurance Co.
and Jeffrey C. Selby.*
11 Statement re: Computation of Earnings Per Share.*
21 Subsidiaries of the Registrant.*
23 Consent of Ernst & Young LLP.*
* Filed Herewith