FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1998 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 (I.R.S. Employer Identification No.)
of incorporation or organization)
6630 West Broad Street, Richmond, Virginia 23230
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 281-6700
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, No Par Value 15,143,593 May 12, 1998
------------------- ----------------
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets...........................3
Consolidated Statements of Operations
and Retained Earnings ............................5
Consolidated Statements of
Cash Flows........................................6
Notes to Consolidated
Financial Statements..............................7
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations........................10
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds............13
Item 4. Submission of Matters to a Vote of Security
Holders..........................................14
Item 6. Exhibits and Reports on Form 8-K.....................14
Signatures...........................................16
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1998 1997
- ------ ---- ----
<S> <C>
INVESTMENTS:
Fixed maturities:
Available-for-sale - at fair value (amortized
cost: 1998 - $653,740; 1997 - $251,182) $ 666,916 $262,776
Mortgage loans (less allowance for doubtful
accounts: 1998 - $150; 1997 - $150) 9,623 448
Invested cash 104,573 34,420
------------- -----------
Total Investments 781,112 297,644
CASH 57,739 35,629
NOTES AND ACCOUNTS RECEIVABLE:
Notes (less allowance for doubtful accounts:
1998 and 1997 - $1,083) 6,013 5,911
Premiums (less allowance for doubtful
accounts: 1998 - $2,879; 1997 - $2,693) 54,278 28,659
Income tax recoverable - 2,392
------------- -----------
Total Notes and Accounts Receivable 60,291 36,962
PROPERTY AND EQUIPMENT - at cost (less accumulated depreciation and
amortization:
1998 - $74,391; 1997 - $51,775) 47,210 21,896
TITLE PLANTS 99,209 48,984
GOODWILL (less accumulated amortization:
1998 - $19,009; 1997 - $14,507) 372,093 57,687
DEFERRED INCOME TAXES 59,511 21,610
OTHER ASSETS 55,054 34,281
------------- -----------
Total Assets $ 1,532,219 $ 554,693
============= ===========
</TABLE>
3
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
LIABILITIES 1998 1997
- ----------- ---- ----
<S> <C>
POLICY AND CONTRACT CLAIMS $ 482,620 $ 202,477
ACCOUNTS PAYABLE AND
ACCRUED EXPENSES 146,014 47,922
INCOME TAXES 8,175 -
NOTES PAYABLE 208,596 6,994
OTHER LIABILITIES 6,555 4,896
------------- -----------
Total Liabilities 851,960 262,289
------------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 5,000,000 shares authorized; 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 1998 175,700 -
Common stock, no par value, 45,000,000 shares authorized; shares issued and
outstanding:
1998 - 15,060,069; 1997 - 8,964,633 375,920 168,066
Unrealized investment gains (less related
deferred income tax expense: 1998 - $4,612;
1997 - $4,058) 8,564 7,536
Retained earnings 120,075 116,802
------------- -----------
Total Shareholders' Equity 680,259 292,404
------------- -----------
Total Liabilities and Shareholders' Equity $ 1,532,219 $ 554,693
============= ===========
</TABLE>
See accompanying notes.
4
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(In thousands of dollars except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C>
REVENUES
Premiums, title search, escrow and other $ 249,579 $ 127,170
Investment income - net 7,409 4,136
------------ -----------
Total Revenues 256,988 131,306
------------ ------------
EXPENSES
Salaries and employee benefits 86,170 46,916
Agents' commissions 84,766 44,711
Provision for policy and contract claims 12,978 6,980
Assimilation costs 9,961 -
Interest expense 1,006 68
General, administrative and other 54,857 31,547
------------ ------------
Total Expenses 249,738 130,222
------------ ------------
INCOME BEFORE INCOME TAXES 7,250 1,084
INCOME TAX EXPENSE (BENEFIT)
Current 8,926 1,635
Deferred (6,428) (1,398)
------------ -----------
Total Income Tax Expense 2,498 237
------------ -----------
NET INCOME 4,752 847
DIVIDENDS - PREFERRED STOCK (727) -
------------ -----------
NET INCOME AVAILABLE TO COMMON
SHAREHOLDERS 4,025 847
DIVIDENDS - COMMON STOCK (752) (445)
RETAINED EARNINGS BEGINNING OF PERIOD 116,802 92,430
------------ -----------
RETAINED EARNINGS END OF PERIOD $ 120,075 $ 92,832
============ ===========
NET INCOME PER COMMON SHARE $0.36 $0.10
===== =====
NET INCOME PER COMMON SHARE ASSUMING DILUTION $0.35 $0.09
===== =====
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 11,075 8,900
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING ASSUMING DILUTION 11,373 9,174
</TABLE>
See accompanying notes.
5
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(In thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C>
Cash flows from operating activities:
Net income $ 4,752 $ 847
Depreciation & amortization 4,162 2,257
Amortization of bond premium 159 150
Realized investment gains (486) (45)
Deferred income tax (6,428) (1,398)
Change in assets & liabilities:
Notes receivable (102) 175
Accounts receivable 6,547 (4,787)
Income taxes receivable/payable 8,725 (5,902)
Policy & contract claims 4,031 732
Accounts payable and accrued expenses (14,565) (8,932)
Other (4,145) (656)
------------ -----------
Net cash provided by (used in) operating activities 2,650 (17,559)
------------ ------------
Cash flows from investing activities:
Purchase of property & equipment - net (2,486) (1,700)
Purchase of business, net of cash acquired (124,019) -
Cost of investments acquired:
Fixed maturities - available-for-sale (32,571) (42,630)
Proceeds from investment sales or maturities:
Fixed maturities - available-for-sale 20,477 18,362
Mortgage loans 964 9
------------ -----------
Net cash used in investing activities (137,635) (25,959)
------------ -----------
Cash flows from financing activities:
Proceeds from sale of common stock 77,125 -
Dividends paid (1,479) (445)
Change in notes payable 151,602 806
------------ -----------
Net cash provided by financing activities 227,248 361
------------ -----------
Net increase (decrease) in cash and invested cash 92,263 (43,157)
Cash & invested cash at beginning of period 70,049 95,623
------------ -----------
Cash & invested cash at end of period $ 162,312 $ 52,466
============ ===========
</TABLE>
See accompanying notes.
6
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars except per share amounts)
1. Interim Financial Information
The unaudited consolidated financial information included in this
report has been prepared in conformity with the accounting principles
and practices reflected in the consolidated financial statements
included in the Form 10-K for the year ended December 31, 1997 filed
with the Securities and Exchange Commission under the Securities
Exchange Act of 1934. This report should be read in conjunction with
the aforementioned Form 10-K. In the opinion of management, all
adjustments (consisting of normal recurring accruals) necessary for a
fair presentation of this information have been made. The results of
operations for the interim periods are not necessarily indicative of
results for a full year.
Certain 1997 amounts have been reclassified to conform to the 1998
presentation.
2. Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share (Statement 128), which was
adopted by the Company on December 31, 1997. Under the new requirements
for calculating basic earnings per share, the dilutive effect of stock
options will be excluded and dual presentation of basic and diluted
earnings per share is required unless the per share amounts are equal.
The 1997 earnings per share amounts have been restated to conform with
Statement 128 requirements (see Note 4).
As of January 1, 1998, the Company adopted Financial Accounting
Standards Board Statement No. 130, Reporting Comprehensive Income
(Statement 130). Statement 130 establishes new rules for the reporting
and display of comprehensive income and its components; however, the
adoption of this statement had no impact on the Company's net income or
shareholders' equity. Statement 130 requires unrealized gains or losses
on the Company's available-for-sale securities which, prior to
adoption, were reported separately in shareholders' equity to be
included in other comprehensive income. During the first quarter of
1998 and 1997, total comprehensive income (loss) amounted to $5,780 and
$(2,313), respectively.
3. Acquisition
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/Transnation) from Reliance Insurance
7
<PAGE>
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/Transnation will be revalued to
their respective fair market values. The financial statements of the
Company reflect the combined operations of the Company and
Commonwealth/Transnation from the closing date of the Acquisition.
Pursuant to EITF 94-3 the Company has recorded a charge of
approximately $10.0 million related to exit and termination costs
necessary to assimilate the operations of Commonwealth/Transnation with
the Company. Costs incurred to exit certain leases and to dispose of
certain title plants comprised $7.9 million of this amount. The
remaining $2.1 million primarily relates to the termination of
employees for which employee severance benefits have been accrued.
These charges have been included in the following pro forma amounts.
The Company also anticipates that an additional $5.2 million ($3.4
million after tax) charge for assimilation costs will be taken in the
second quarter of 1998. These charges have not been included in the
following pro forma amounts.
The following unaudited pro forma results of operations of the Company
give effect to the acquisition of Commonwealth/Transnation as though
the transaction had occurred on January 1, 1998 and January 1, 1997,
respectively.
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
(In thousands of dollars except
per common share amounts)
<S> <C>
Gross revenues $ 401,701 $ 321,144
Operating revenues 388,711 309,100
Investment income 12,990 12,044
Expenses 386,380 327,367
Net income (loss) 9,955 (3,914)
Less: preferred dividends 1,925 1,925
---------- -----------
Net income (loss) available to common
shareholders 8,030 (5,839)
Net income (loss) per common share $ 0.53 $ (0.39)
Net income (loss) per common share
assuming dilution 0.49 (0.39)
Weighted number of average common shares
outstanding 15,042 14,952
Weighted number of average common shares
outstanding assuming dilution 20,165 14,952
</TABLE>
8
<PAGE>
4. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
---- ----
<S> <C>
Numerator:
Net income $ 4,752 $ 847
Preferred stock dividends (727) -
--------- ---------
Numerator for basic earnings per
share - income available to common
shareholders $ 4,025 $ 847
Effect of dilutive securities - -
-------- ---------
Numerator for diluted earnings per
share - income available to
common shareholders after assumed
conversions $ 4,025 $ 847
Denominator:
Denominator for basic earnings per
share - weighted-average shares 11,075 8,900
Effect of dilutive securities:
Employee stock options 298 274
--------- ---------
Denominator for diluted earnings
per share - adjusted weighted-
average shares 11,373 9,174
Basic earnings per share $0.36 $0.10
===== =====
Diluted earnings per share $0.35 $0.09
===== =====
</TABLE>
On February 27, 1997, the Company issued 6,051,973 shares of common
stock and 2,200,000 shares of convertible preferred stock in connection
with the acquisition of Commonwealth/Transnation (see Note 3). The
effect of converting the preferred stock results in antidilution and
therefore has been excluded from the diluted EPS calculation.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
General
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/ Transnation) from Reliance
Insurance Company, a subsidiary of Reliance Group Holdings, Inc. (the
"Acquisition"). Together they represented the third largest title insurance
underwriting group in the United States based on 1997 premium and fee revenue.
The assets and liabilities of Commonwealth/Transnation have been revalued to
their respective fair market values. The financial statements of the Company
reflect the combined operations of the Company and Commonwealth/Transnation from
the closing date of the Acquisition.
The following discussion includes information on pro forma results of operations
that assumes that the Commonwealth/Transnation operations were included for the
entire first quarters of 1998 and 1997. For additional information, see Note 3
of the Notes to Consolidated Financial Statements set forth elsewhere in this
report.
Operating Revenues
Operating revenues for the first quarter of 1998 were $249.6 million compared to
$127.2 million in the first quarter of 1997. In addition to the inclusion of
Commonwealth/ Transnation revenues for the month of March, the increase is
largely due to increased volumes in residential resale and refinancing
transactions, as well as increased commercial business, reflecting a stable
economy and a favorable interest rate environment. On a pro forma basis,
operating revenues of $388.7 million would have been reported in the first three
months of 1998 versus $309.1 million in the corresponding period of 1997.
Additionally, on a pro forma basis during the first quarter of 1998, 272,000 new
orders for title insurance were opened in company offices compared to 187,000 in
the first quarter of 1997.
Investment Income
Investment income was $7.4 million in the first quarter of 1998 compared to $4.1
million in the first quarter of 1997. Excluding increases in investment income
attributable to the acquisition of Commonwealth/Transnation, investment income
would have been $4.6 million in the first quarter of 1998. The first quarter of
1998 results included $486,000 of capital gains compared to the 1997 first
quarter level of $45,000. On a pro forma basis investment
10
<PAGE>
income was $13.0 million in the first quarter of 1998 as compared to $12.0
million in the first quarter of 1997.
Expenses
Costs approximating $10.0 million were incurred in the first quarter of 1998 to
assimilate the operations of Commonwealth/Transnation with Lawyers Title
Insurance Corporation. It is estimated that an additional $5.2 million of such
costs will be incurred in the second quarter of 1998. The operating margin,
before claims, interest expense and investment income, and excluding the charge
for assimilation costs, was 9.5% in the first quarter of 1998, compared to 3.1%
in the first quarter of 1997. The increased margin was primarily the result of
increases in operating revenues, especially those from direct operations.
Reflecting continued favorable claims experience, the provision for claims was
5.2% of operating revenues in the first quarter of 1998 compared to 5.5% in the
first quarter of 1997.
Net Income
Net income was $4.8 million, or $0.35 per diluted share for the quarter ended
March 31, 1998, compared to net income of $847,000, or $0.09 per diluted share
for the first quarter ended March 31, 1997. Excluding a $6.5 million, or $0.57
per diluted share, after-tax charge for assimilation costs, net income for the
1998 quarter would have been approximately $11.2 million, or $0.92 per diluted
share.
Liquidity and Capital Resources
Cash provided by operating activities for the three months ended March 31, 1998
was $2.7 million. As of March 31, 1998, the Company held cash and invested cash
of $162.3 million and fixed maturity securities of $667.0 million.
With the closing of the Acquisition on February 27, 1998, the Company incurred
debt of $200.7 million and issued 2.2 million shares of 7% Series B Cumulative
Convertible Preferred Stock. The Company believes that it will be able to fund
the approximately $20.0 million annual servicing requirement of the debt and
preferred stock largely from increased cash flow from operations as a result of
the Acquisition. In addition, the Company has a working capital line of credit
in the amount of $30 million which was unused at March 31, 1998.
The Company believes that it will have sufficient liquidity and capital
resources to meet both its short and long term capital needs.
Forward-Looking and Cautionary Statements
The Company cautions readers that the foregoing discussion and analysis includes
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the safe harbor created by
that Act. These forward-looking statements, which include statements regarding
the amount of assimilation costs to be incurred in future periods, the ability
to meet servicing requirements on the
11
<PAGE>
Company's debt and preferred stock and the availability of sufficient capital
resources to meet short and long-term capital needs, are believed by the Company
to be reasonable based upon management's current knowledge and assumptions about
future events, but are subject to the uncertainties generally inherent in any
such forward-looking statement, including factors discussed above as well as
other factors that may generally affect the Company's business, financial
condition or operating results. Reference is made to the discussion of
"Forward-Looking and Cautionary Statements" contained in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, regarding important factors that could cause actual results, performance
or achievements to differ materially from future results, performance or
achievements expressed or implied in any forward-looking statement made by or on
behalf of the Company.
12
<PAGE>
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(a) On February 27, 1998, the Company amended its Articles of
Incorporation to (i) change the name of the Company from "Lawyers Title
Corporation" to "LandAmerica Financial Group, Inc.," (ii) to increase the number
of authorized shares of Series A Junior Participating Preferred Stock from
50,000 to 200,000, and (iii) to provide for the issuance, and to fix the
preferences, limitations and relative rights, of 2,200,000 shares of the
Company's 7% Series B Cumulative Convertible Preferred Stock (the "Series B
Preferred Stock") (collectively, the "Amendments"). The Company effected the
Amendments in connection with the consummation of a Stock Purchase Agreement by
and among the Company, Lawyers Title Insurance Corporation, Reliance Insurance
Company ("RIC") and Reliance Group Holdings, Inc., dated as of August 20, 1997,
as amended and restated by an Amended and Restated Stock Purchase Agreement by
and among such parties, dated as of December 11, 1997 (the "Stock Purchase
Agreement"), pursuant to which the Company acquired all of the issued and
outstanding shares of the capital stock of Commonwealth Land Title Insurance
Company ("Commonwealth") and Transnation Title Insurance Company
("Transnation"), resulting in Commonwealth's and Transnation's each becoming
wholly owned subsidiaries of the Company (the "Acquisition").
Both the Acquisition and the Amendments, and the general effect thereof
upon the rights of holders of Common Stock, have been previously reported in the
Company's definitive Proxy Statement for its Special Meeting of Shareholders
held on February 27, 1998, filed with the Commission on January 29, 1998. The
consummation of both the Acquisition and the Amendments have been previously
reported in the Company's Current Report on Form 8-K filed with the Commission
on March 16, 1998, as described in Item 6(b) below. The complete text of the
Amendments are attached as an exhibit to the Company's registration statement on
Form 8-A relating to the Series B Preferred Stock, filed with the Commission on
February 27, 1998.
(b) On February 27, 1998, the Company issued to RIC in connection with
the Acquisition (i) 4,039,473 shares of its Common Stock and (ii) 2,200,000
shares of the Series B Preferred Stock. Such issuance and the general effect
thereof upon the rights of the holders of Common Stock have been previously
reported in the Company's definitive Proxy Statement for its Special Meeting of
Shareholders held on February 27, 1998, filed with the Commission on January 29,
1998.
(c) On February 27, 1998, the Company issued to RIC in connection with
the Acquisition (i) 4,039,473 shares of its Common Stock and (ii) 2,200,000
shares of the Series B Preferred Stock. An exemption from the registration of
such issuance was claimed under Section 4(2) of the Securities Act of 1933, as
amended. This issuance was made in connection with the Acquisition and has been
previously reported in the Company's definitive Proxy Statement for its Special
Meeting of Shareholders held on February 27, 1998, filed with the Commission on
January 29, 1998. The consummation of the issuance and the
13
<PAGE>
Acquisition has been previously reported in the Company's Current Report on Form
8-K filed with the Commission on March 16, 1998, as described in Item 6(b)
below.
(d) Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
(a) A Special Meeting of Shareholders was held on February 27, 1998
(the "Special Meeting"). Shareholders of record of the Company's Common Stock at
the close of business on January 20, 1998 were entitled to vote at the Special
Meeting.
(b) Not applicable.
(c) At the Special Meeting, the shareholders approved (i) the Stock
Purchase Agreement and (ii) the amendment to the Company's Articles of
Incorporation to change the name of the Company to "LandAmerica Financial Group,
Inc." Approval of the Stock Purchase Agreement was deemed to be approval also of
(i) the issuance of 4,039,473 shares of Common Stock and 2,200,000 shares of
Series B Preferred Stock to RIC and (ii) the increase in the size of the
Company's Board of Directors from 10 to 14 directors as required by the Stock
Purchase Agreement. The votes were cast as follows:
<TABLE>
<CAPTION>
Broker
Votes For Votes Against Abstentions Non-votes
--------- ------------- ----------- ---------
<S> <C>
Stock Purchase Agreement 6,591,082 38,972 31,704 0
Amendment to Articles of
Incorporation 6,530,020 69,144 54,397 8,197
</TABLE>
(d) Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit No. Document
----------- --------
11 Statement re Computation of Per Share Earnings.
27 Financial Data Schedule (filed electronically only).
(b) Reports on Form 8-K.
(i) The Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission on February 6, 1998. The Form 8-K,
which was also dated February 6, 1998, reported Items 5 and 7 and
attached as an exhibit and
14
<PAGE>
incorporated by reference a press release that announced the Company's
earnings for the quarter and year ended December 31, 1997.
(ii) The Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission on March 16, 1998. The Form 8-K,
which was dated February 27, 1998, reported Items 2 and 7 and announced
the consummation of the Acquisition and included as exhibits (i) the
audited combined financial statements of Commonwealth and Transnation
and their subsidiaries and (ii) pro forma condensed combined financial
statements of the Company giving effect to the Acquisition, both for
the period ended December 31, 1997. The Company filed Amendment No. 1
to the Current Report on Form 8-K/A with the Securities and Exchange
Commission on April 14, 1998 to include as an additional exhibit a
consent from the accountants for Commonwealth and Transnation.
15
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LANDAMERICA FINANCIAL GROUP, INC.
----------------------------------
(Registrant)
Date: May 13, 1998 /s/ Charles Henry Foster, Jr.
--------------------- ---------------------------------
Charles Henry Foster, Jr.
Chairman and Chief Executive Officer
Date: May 13, 1998 /s/ Jeffrey Alan Tischler
--------------------- -----------------------------
Jeffrey Alan Tischler
Executive Vice President and Chief
Financial Officer
16
<PAGE>
EXHIBIT INDEX
No. Description
11 Statement Re: Computation of Earnings Per Share
27 Financial Data Schedule (electronic copy only)
Exhibit 11
LANDAMERICA FINANCIAL GROUP, INC. AND SUBSIDIARIES
Statement Re: Computaton of Earnings Per Share
The information required by this Exhibit is contained in Note 4 to the
Consolidated Financial Statements of LandAmerica Financial Group, Inc. and its
subsidiaries for the quarter ended March 31, 1998 set forth on page 9 of this
report.
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<DEBT-HELD-FOR-SALE> 669,916
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 9,623
<REAL-ESTATE> 0
<TOTAL-INVEST> 781,112
<CASH> 57,739
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 1,532,219
<POLICY-LOSSES> 482,620
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
175,700
<COMMON> 167,621
<OTHER-SE> 128,639
<TOTAL-LIABILITY-AND-EQUITY> 1,532,219
249,579
<INVESTMENT-INCOME> 7,409
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 12,978
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 236,760
<INCOME-PRETAX> 7,250
<INCOME-TAX> 2,498
<INCOME-CONTINUING> 4,752
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,752
<EPS-PRIMARY> .36
<EPS-DILUTED> .35
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
