Jul 22, 2010
Fidelity National Financial, Inc. (FNF)
Executives
Dan Murphy – SVP and Treasurer Bill Foley – Chairman Al Stinson – CEO Tony Park – CFO Randy Quirk – CEO, Fidelity National Title Group
Analysts
Doug Mewhirter – RBC Capital Markets Mark Dwelle – Barclays Jason Deleeuw – Piper Jaffray Nath Otis – KBW Brett Huff – Stephens
Operator
Ladies and gentlemen, thank you for standing by, and welcome to the FNF 2010 second quarter earnings teleconference call. At this time, all participants are in a listen-only mode.
Later, we will conduct a question-and-answer session and instructions will be given at that time. (Operator instructions) As a reminder, this conference is being recorded.
I would now like to turn the conference over to our host, Dan Murphy. Please go ahead.
Dan Murphy
Thank you Lisa and good morning, everyone, and thanks for joining us for our second quarter 2010 earnings conference call. Joining me today are Bill Foley, our Chairman; Al Stinson, our Chief Executive Officer; Randy Quirk, President; George Scanlon, COO; and Tony Park, CFO.
We will begin with a brief strategic overview from Bill Foley, Al Stinson will provide an update on the title business and our operating companies, and Tony Park will finish with a review of the financials highlights. We will then open for your questions and finish with some concluding remarks from Bill Foley.
This conference call may contain forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements.
Forward-looking statements are based on management's beliefs as well as assumptions made by and information currently available to management. Because such statements are based on expectations as to future economic performance and are not statements of facts, actual results may differ materially from those projected.
We undertake no obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise. The risk and uncertainties, which forward-looking statements are subject to include, but are not limited to, the risks and other factors detailed in our press release dated yesterday, and in the statements regarding forward-looking information, risk factors, and other sections of the company's Form 10-K, and other filings with the SEC.
This conference call will be available for replay via webcast at our Web site at fnf.com. It will also be available through phone replay beginning at 02:00 pm Eastern Time today through next Thursday July 29.
The replay number is 800-475-6701, and the access code is 164269. Let me now turn the call over to our Chairman, Bill Foley.
Bill Foley
Thanks Dan. We experienced success in a number of areas during the second quarter.
In our title business, we generated a pretax margin of 9.6% despite a 31% decline in close orders versus the second quarter of 2009. Resale transactions represented 54% of close orders during the second quarter versus 34% in last year’s second quarter with this and with this market shift primarily causing a 28% increase in fee per file over the second quarter of 2009.
As the second quarter progressed, the open order mix shifted back more to refinance driven transaction markets. During June, we began to see the effect of lower mortgage rates, as open orders per day increased 6% sequentially over May, and refinance orders represented 58% of open order activity during that final month of the quarter.
Open orders continued to show strength in the first half of July, with open orders per day increasing more than 18% sequentially from June, again driven by higher refinance volumes. Lower mortgage rates and increased order activity will provide momentum as we move into the third quarter.
We are still in a very fragile economy, and we try to run our business week to week to respond to market conditions. During the quarter, we also successfully closed the sale of our 32% equity ownership stake in Sedgwick in late May, generating a pre-tax gain of approximately $98 million.
The total cash purchase price for Sedgwick including repayment of debt was approximately $1.1 billion. The sale of Sedgwick clearly achieved our ongoing goal of creating significant value for our shareholders, and was the culmination of a very successful four-year investment for FNF.
During May, we also issued $300 million of 6.6% senior notes with a May 2017 maturity. The issuance enhances our longer-term liquidity profile, and continues our strategy of conservatively managing our balance sheet and liquidity position during these uncertain times.
The net proceeds more than pre-fund the $165 million of debt that matures in August of 2011, extending the maturity profile of our outstanding debt and providing increased flexibility at the holding company. Our book value has grown to nearly $15 per share as of June 30 with the stock low debt level, we continued to repurchase shares during the quarter.
We bought back more than 1.5 million shares during the second quarter for approximately $20.8 million or an average price of approximately $13.54. At June 30, we still had 11.3 million shares of repurchase capacity under our current buyback authorization, and there were 228 million shares outstanding.
We continue to believe that repurchasing our stock at a deep discount to book value is a great investment and will ultimately provide considerable value for our shareholders. At the end of June, we completed a project to reduce the number of title insurance underwriters within our family of title insurance of companies.
As a result of the Chicago title merger in 2000 and the acquisition of the major Land America underwriters in 2008, we found ourselves operating with 12 distinct title insurance underwriters during 2009. We determined that we could significantly reduce regulatory, statutory, legal and operating and oversight costs associated with operating such a large family of separate and independent underwriters allowing us to approach the marketplace with a more efficient streamlined operating platform.
As of July 1, we have reduced those 12 underwriters to 4 major underwriters, Fidelity National Title, Chicago Title, Commonwealth Land Title and Alamo Title. While some of the underwriters have disappeared, we will continue to utilize some of their brand names in certain marketplaces, most notably Lawyers Title and Ticor Title.
Ultimately we believe these changes will allow us to better operate and manage our business, and will further strengthen our position as the clear leader of the title insurance industry. I will now turn the call over to our CEO, Al Stinson.
Al Stinson
Thank you Bill. Looking at the title business, total open order volumes were stable during April and May, and then showed an increase in June, and a significant increase in July.
We opened more than 8,400 orders per day in April, more than 8,400 again in May, and nearly 9,000 open orders per day in June. Open orders accounts for the first half of July have continued to increase significantly averaging more than 10,500 open orders per day, and nearly 10,900 last week, our highest level of 2010.
With stable order accounts in April and May and increasing order counts in July, headcount was stable for the second quarter. We had the best revenue quarter in some time in the commercial title business.
We opened approximately 18,400 commercial orders in our national commercial divisions, and closed approximately 11,000 commercial orders generating $67 million in revenue on a fee-per-file figure of $6,100. This represented a 50% increase in fee-per-file and a 36% in total commercial revenue versus the second quarter of 2009.
On a sequential basis, the fee-per-file increased nearly 25% and total commercial revenue grew about 40%. We are cautiously optimistic that this may be the early signs of a pick up in the commercial market.
Commercial revenue accounted for approximately 19% of total direct title premiums in the second quarter. Specialty insurance revenue was $140 million for the second quarter, an increase of approximately $6 million from the second quarter of 2009.
Flood insurance generated $44 million in revenue, personal lines insurance contributed $38 million in revenue, and home warranty produced $19 million in revenue. Pretax earnings were $11 million, and homeowners business produced a loss ratio of 75% for the quarter.
While we do not consolidate the results of Ceridian, they produced revenue of $355 million, an EBITDA of $72 million, and EBITDA margin of 20%. Our 33% share of Ceridian’s quarterly loss was $9 million.
We also do not consolidate the results of Remy but they produced revenue of $275 million, an 18% increase over the same period in 2009, an EBITDA of $37 million and EBITDA margin of 13%. EBITDA grew about 41% over the prior year quarter.
This strong performance is primarily a result of the strength of the original equipment market including light duty, heavy duty, and hybrid products. Our share of Remy’s quarterly net income was $5 million.
Overall, we recognized $4 million in earnings from our equity investment. Let me now turn the call over to Tony Park to review the financial results.
Tony Park
Thank you Al. FNF generated $1.5 billion in revenue for the second quarter with pretax earnings of $213 million, and cash flow from operations of $136 million.
Book value was $14.98 per share at June 30. The title segment generated $1.3 billion in total revenue for the second quarter, a 13% decline versus the second quarter of 2009 as closed orders fell by 31%, and the fee-per-file increased by 28%.
Despite the 31% decline in closed orders, pretax earnings were $122 million and the pretax title margin was 9.6%. Title segment personnel cost decreased by $37 million or 9% versus the second quarter of 2009, and other operating expenses declined by approximately $47 million or 16%.
Overall, total title premiums fell by 14% versus the second quarter of 2009, while personnel and other operating costs combined declined by 12%. Additionally, personnel and other operating costs were a combined 52% of gross title operating revenue for the quarter versus 51% in the second quarter of 2009.
Debt on our balance sheet primarily consists of the $701 million in senior notes due in 2011 and 2013, and 2017 and the $50 million drawn under our credit facility. We repaid $400 million of credit facility during the second quarter.
Our debt to total capital ratio declined to 18% at June 30. Total titles claims paid were $122 million during the second quarter, which was above expectations but the monthly paid claims trend was positive as the quarter progressed.
Overall our reserve position is still within reasonable range of our actuary point estimate. Additionally, we maintained our 7% provision level, and expect to do so again in the third quarter.
Finally, our investment portfolio totaled $4.9 billion at June 30. There are approximately $3.1 billion of legal, regulatory and other restrictions on some of those investments including secure trust deposits of approximately $500 million, and statutory premium reserves for underwriters of approximately $2 billion.
There are also some other restrictions including less liquid [ph] ownership interest in Ceridian, Remy, and other investments all of which total approximately $600 million. So, of the gross $4.9 billion, approximately $1.8 billion was theoretically available for use, with about $1.7 billion held at regulated underwriters, and approximately $140 million in non-regulated entities.
It is important to note that all of the May bond proceeds and a large portion of the Sedgwick sale proceeds were used to reduce borrowings on our credit facility by $400 million during the quarter. With a debt to capital ratio of 18% and only $50 million drawn on our credit facility, we have significant flexibility at the holding company level.
Let me now turn the call back to our operator to allow for any questions.
Operator
(Operator instructions) Our first question comes from Doug Mewhirter from RBC Capital Markets. Please go ahead.
Doug Mewhirter – RBC Capital Markets
Good afternoon. First question is I noticed that you had reported overall profit in your equity investments, as you mentioned that was I think the first overall profit in a while despite not having some of – most of Sedgwick’s I guess earnings for that quarter, and Ceridian reported a $9 million loss, and Remy a slight profit.
So, was there any I guess sales or one time or spikes in that quarter’s results that would result in an overall profitable quarter or was that just improving results with some of the other smaller considerates?
Bill Foley
No, it is a combination between the two, the Remy results are obviously becoming much more positive, and we have some interesting plans in mind for Remy. In addition, there was about a $5 million one-time gain based upon some purchased accounting adjustments at the restaurant company that we own 45% of that, the restaurant company is American Blue Ribbon Holdings and it is the owner and operator of Billy Jean [ph] and Baker’s Square, and that company we acquired for really a very small amount of money out of bankruptcy in conjunction with the Newport group.
And frankly, its performance has been outstanding. Tony, do you want to supplement my comment about American Blue Ribbon Holdings?
Tony Park
Yes, basically what it was, it was a bargain purchase price calculation. The accounting rules require that you record a gain when you pay less for the company than what it was worth.
So that was about $5 million, as Bill said. We did pick up about $1.5 million in earnings from Sedgwick because we did hold them for part of the quarter, and $5 million from Remy.
Doug Mewhirter – RBC Capital Markets
Okay thanks, I guess a negative goodwill with the purchase accounting.
Tony Park
That is right.
Doug Mewhirter – RBC Capital Markets
Thanks for the answer. I guess two other pretty small questions, first, Al, I guess in June you said the refi percentage was about 58% of European orders, is that sort of well above 60% now in July from month to date?
Al Stinson
I am going to let Randy answer that, he has probably got a little bit better view than I do at this time.
Randy Quirk
Yes sure, Al, I will answer that, yes that is correct, in June I pushed up 58% from about 50% earlier in the second quarter, in the last three or four weeks it has continued to increase. Last week and in the first two weeks of July, we were currently running about 65% refinance.
Doug Mewhirter – RBC Capital Markets
Okay and also is there a – based on where your physical plan is now in your facilities, do you have any I guess buyers in terms of refi mix and purchase mix coming from agencies or corporate owned branches or is it about the same regardless of whether it is a corporate owned branch or agency the refi purchase mix?
Bill Foley
I mean really most of our refinance transactions are coming out of our national lender business and our local branch operations. The agency business we get our percentage out of it but we only own about 20% of the net premium from an agent.
So the refinance business, the benefit to us there is lots of transactions, fairly easy to search and process, especially if they are on the national basis going through our service link operation, it makes it very efficient operation. So they are very profitable.
Unfortunately the P profile is less than the resale transaction. So, as I said in my opening comments, it is still a fragile economy.
We are trying to get every order we can, wherever we can and we try and make sure every order is processed efficiently but with an eye towards safety to make sure that we are not creating claims in the future.
Doug Mewhirter – RBC Capital Markets
Thanks and my last question about the national flood insurance program (inaudible) for a little bit, is that going to have the effect of pushing any flood insurance renewals I guess into July if you may have lost some in June or if you have lost any in June?
Bill Foley
It is really de minimis, it really is not going to make any difference to us. Our big revenue from floods comes not only from the premiums generated when we issue a policy but if there is an event then we send out our underwriters and we basically earned quite a bit of – we earned significant fees from processing claims and that is why flood is a good steady earner but in a heavy hurricane year or storm year we get these spikes as we do with Katrina, and a year before or two years before with Jeanne and some of the other hurricanes.
Doug Mewhirter – RBC Capital Markets
Do you have any presence in Tennessee like did you have a revenue bump from that better than all the flooding?
Bill Foley
You know it really was not significant. Ours really is of being more of a coast line oriented, our flood insurance, although with the Mississippi floods that is – you know we do not obviously spate [ph] on any of them, we did not always spate (inaudible) but we did earn some pretty underwriting fees at that time.
Doug Mewhirter – RBC Capital Markets
Okay thanks a lot, it is all my questions.
Operator
Our next question comes from Mark Dwelle from Barclays. Please go ahead.
Mark Dwelle – Barclays
Yes thanks. Could you give a little color on how your claims are developing, it looks like this is one of the bigger quarters you have had for paid claims, but the reserves held pretty steady at 6.8, do you still expect that to hedge down in the coming quarters?
Bill Foley
I am going to give you a little color, but I will let Tony really address the specifics. What we have found is that from the day the policy is issued to the day the claim is paid is about 56 months.
So, if you keep that in perspective, we are now through the 2006 year and into the 2007 policy year. Our biggest claims have come out of 2005, 2006 and 2007 and into 2008 but 2009 and 2010 significantly reduced.
So Tony, do you want to supplement that?
Tony Park
Sure. As you know Mark, we paid about $120 million in the quarter which was a little higher than expectations but in comparison to last year, last year’s numbers were lower than expectations.
So the delta is a little more extreme than you would think. I think we are around about 10% or 15% higher than expectation through the first half of this year, but as I mentioned in my remarks, we are still comfortable with our position within the range.
The range is pretty broad as you know. And as Bill mentioned, really it is the 2005, 2006, 2007 years that continued to see a little bit of adverse development away just slightly, 2009, 2010 are very positive and we are also seeing some positive development on years preceding 2005.
So it is a moving target and ultimate loss has continued to really as we see development come in we continue to look at where our ultimates are going and we are actually recovering some on years before 2005. So with all of that said, we feel comfortable where we are both on a balance sheet perspective as well as a loss provision ratio.
Mark Dwelle – Barclays
Okay and just one other question on your comment about the improvement in the fee profile in the commercial segment, is that a product of doing closings on larger loan sizes than you have done recently?
Al Stinson
What we are finding in the commercial sector is that there is a significant pick up in loan modifications in refinanced transactions of commercial properties that have been built that the three-year cycle for the three-year bullet [ph] is coming due or the five-year bullet is coming due, but the properties that are being refied are actually performing well, and so the borrowers are able to get new financing on those transactions. It is significant.
The commercial business is up significantly over a year ago in size of transactions and numbers of transactions. Some of them are reissuance policies, and those would generally be reissued $0.40 to $0.50 a 1000, so inexpensive but those are policies that we already have exposure on so we are simply earning a fee by reissuance.
So, we are actually encouraged by the commercial market. So it looks like the commercial markets are coming back.
Mark Dwelle – Barclays
Okay, thank you.
Operator
Our next question comes from Jason from Piper Jaffray. Would you pronounce your last name please?
Jason Deleeuw – Piper Jaffray
Yes certainly, it is Jason Deleeuw, hello guys, thanks for taking my question. I am wondering you have a lot of financial flexibility and I am wondering how you guys are thinking about future investments, is there any interest in adding services or businesses related to your title business or are you guys thinking about anything outside of the title business?
Bill Foley
Jason, I believe that we could expand our range of services and products offered in the title sector, in the real estate sector. That would be of long-term benefit to us because we have some gaps with the divestiture of FIS, and the subsequent spin out of LTS, and so that is not a perfect situation for us.
I mean we really are the largest underwriter in the country and we needed to have a broader range of services to provide to our customers to have more reach. In terms of non-title insurance type investments, the one thing we are looking at are non-regulated or non-insurance type activities.
We found that with our specialty insurance business for example, we end up having a lot of captive money that we really can’t make use of and reinvest. So, that is really the basis for the restaurant investment we made, which was very modest over a year ago, but we now have a platform in the restaurant industry that can be utilized to expand and acquire other businesses, and the typical thing we do which is acquire companies, get the synergies from consolidating the back office, and have a broader reach in terms of particular industry.
So, we are interested in the restaurant business in certain segments, because we do have very, very strong management. So, those are kind of our ideas at this point.
We are also trying to be very conservative, just to make sure that we have our capital structure set up in a way that we are a fortressed balance sheet. We just do not want to have anything strange happen to us and we feel like we are just about there with the expense, with the amended extend on our primary credit facility, and then issuing the new series of bonds due in 2017, and basically having the $165 million in the bank to pay the bonds due next August.
So, that’s kind of where we are right now, trying to be opportunistic, look at various transactions, look at various situations, but be conservative.
Jason Deleeuw – Piper Jaffray
If you expanded your reach in title services or related services, can you give us an idea of what you are thinking, is it something on the origination side, would it be something on the backhand of the mortgage, maybe on the foreclosure side, I mean, have you guys thought about that?
Bill Foley
We need to actually have a stronger platform in the foreclosure business, because the foreclosure business in this current market feeds a lot of different segments within our industry, and in particular as things move to bankruptcy or move to the foreclosure process, and they come out, it creates a title order that has to be closed, and it creates an opportunity to monitor the property during dependency of the foreclosure. It creates an opportunity to contract for it improvements of the property or to rehabilitate it to bring it back to standard.
So, we are going to have another three or four years a fairly significant foreclosure activity, and we need to have a deeper presence in that business. About a year-and-a-half ago, we began expanding in that field and we are now doing over $100 million a year in foreclosure-related businesses or revenue, but that needs to conservatively more.
So, we are looking at various transactions now that would help us penetrate that market and become more important to the lenders that have those foreclosures pending within their system.
Jason Deleeuw – Piper Jaffray
Great, thank you.
Operator
Our next question comes from Nath Otis from KBW. Please go ahead.
Nath Otis – KBW
Good afternoon everyone.
Bill Foley
Hi Nath.
Nath Otis – KBW
I guess the first thing is, it looks like agent retention was down a little bit more than expected this quarter. Is that anything that we could say the run rate might move down going forward or is that any anomalies this quarter?
Bill Foley
Well, the anomaly is we continued to work our way through the Land America agency network, and we are being very aggressive with what we call high-risk agents. High-risk agents are agents that don’t pay their bills or that have high claims.
And when we acquired Land America, our agency base expanded to about 8,000 agents, and today it is about 5,900 agents. So, we have taken – we have reduced our agency base from 8,000 to 6,000 or about 25% over the last 12 months, and that is a result of a diminution in market share nationally, about 5% loss.
But it also resulted in our having far less risk with a number of these agents particularly in higher risk states. So, we have been aggressive in reducing our agency base, trying to protect the good agents and we want to make sure they understand that we are supportive of their activities, that they are an important part of our business, our business model, but we just are trying to be, again be conservative and take a low risk, have a low risk relative to what might happen in the field with an agency operation.
So, at this point the rate of terminations of agents, you are going to see a significant decline in it, we are kind of where we need to be after this quarter.
Nath Otis – KBW
Okay. So, the trend was down and that might stay there for a little bit then?
Bill Foley
Yes, exactly.
Nath Otis – KBW
All right. Second just in general, in the past before the cycle kind of went south, the amount of time between open and closed was maybe 30 to 45 days, kind of expanded to a lot more time over the last year or two.
What are you seeing now from an open to closed timing line?
Bill Foley
It’s hard to get a transaction closed. Even if you have a strong income, everything is verified, you have got a banking relationship, what should have happened which should have taken about 10 days to happen takes about 60 days to 90 days, even in a very, very simple transaction.
It just takes a long time. The documentation is enormous.
So, I guess it is good and bad and one thing is that the transactions that are closing are well documented and the people that are borrowing the money have the ability to repay, but it is delaying. When we open something, it takes a while to close it.
Nath Otis – KBW
All right. Fair enough.
And then just lastly, any comments about what if any of the impacts will be on that recent FTC action that I think required you to dispose some title plant assets in Oregon and Michigan?
Bill Foley
No, actually the disposition of the title plants were they were redundant to what we already owned in those locations. So, the one thing the FTC looks at and looked at when you acquired the Land America group of companies was control of data within particular counties, and the counties in which we worked on an agreement with them to disclose the title plans were redundant title plans.
So, we simply have gone through this year-and-a-half process of trying to arrive at a conclusion with the FTC and we finally have – it really is a non-event for us.
Nath Otis – KBW
All right. Fair enough.
Thank you.
Operator
Our next question comes from Brett Huff from Stephens. Please go ahead.
Brett Huff – Stephens
Good morning and congrats on a nice quarter.
Bill Foley
Thank you.
Brett Huff – Stephens
Question first on pricing and I apologize I missed the first few minutes of the call, so I apologize if the question was asked, but could you give us an update on pricing? If I recall, we were about to lap most of the price increases that started last year, are there any more on the horizon, or how do we think about that going forward?
Bill Foley
I think we need to look at our model right now that our price is going to be level with the particular states where we find we have gaps or we have gotten our pricing over-complicated. There may be some slight increases, but on the other hand, with some abbreviated products that we are developing, the pricing may actually go down.
So, I would just give it a leveled pricing context to this point. We have kind of went through and increased our prices in the states where we thought it was appropriate.
Brett Huff – Stephens
It seems like there is some change afoot in New York, I guess not pricing the product but how the splits are going with agents. Is that going apace and are there other opportunities for that specifically that kind of shift to the more favorable terms for FNF?
Al Stinson
Brett, yes, there are some developments. I think Randy is probably closer to that than I am.
I think some of this will occur January 1 of next year, but Randy, could you give me a little more color?
Randy Quirk
Yes, sure Al. We have been underway moving some of the splits with our New York agents up to an 80%, 20% level.
This has been done on a case-by-case basis. We are getting more aggressively with that now, and we should be at our target obviously somewhere between now and the end of the year.
Brett Huff – Stephens, Inc.
Okay. And then last question, any update on efforts to variabilize [ph] some of your costs offshore anything?
I know you guys have cut a lot and are much meaner than ever, but any sort of next steps in terms of structural change that we should look at?
Bill Foley
We have a pretty strong Indian operation at the present time. Randy, do you have any comments on that?
Randy Quirk
Well, yes, Bill, we are doing a good part of our title production through the FNF India in some select states. We are pushing hard with California and some parts of Florida now.
We also have technology onshore here that allows us to take the orders in and forward it over to India. So, we continue to increase that process, but in the meantime, in terms of our staffing levels here, onshore we are going to, we believe we are going to hold as we go through the back end of the third quarter here in terms of staffing levels, and use our offshore process plus the technology to keep our staffing levels where they need to be.
Brett Huff – Stephens
Okay. That is what I needed.
Thanks for your time.
Operator
(Operator instructions) At this time, there are no further questions, so I would like to turn the conference back to Mr Foley for closing remarks.
Bill Foley
Operator
Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation and for using AT&T Executive TeleConference.
You may now disconnect your lines.