EXHIBIT 99.1
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![(FIDELITY LOGO)](https://capedge.com/proxy/8-K/0000892569-06-001308/a24555a2455500.gif) | | PRESS RELEASE |
Fidelity National Title Group, Inc. Reports Third Quarter 2006 EPS of $0.60
Jacksonville, Fla. — (October 25, 2006) — Fidelity National Title Group, Inc. (NYSE: FNT), a leading provider of title insurance, specialty insurance and claims management services, today reported operating results for the three-month and nine-month periods ended September 30, 2006.
| | | | |
| | 3rd Quarter 2006 | | 3rd Quarter 2005 |
Total revenue | | $1.507 billion | | $1.774 billion |
| | | | |
Pre-tax margin | | 10.7%* | | 15.4% |
| | | | |
Net earnings | | $103.4 million | | $169.7 million |
| | | | |
Net earnings per share — diluted | | $0.60 | | $0.98 |
| | | | |
Cash flow from operations | | $112.9 million | | $206.9 million |
| | | | |
Return on average equity | | 15.9% | | 25.0% |
| | |
* | | Includes an $8.4 million pre-tax impairment charge taken on an individual equity position in the investment portfolio. Excluding that impairment charge, the pre-tax margin was 11.1%. |
| | | | |
| | Nine Months Ended September 30, 2006 | | Nine Months Ended September 30, 2005 |
Total revenue | | $4.456 billion | | $4.723 billion |
| | | | |
Pre-tax margin | | 10.5% | | 14.0% |
| | | | |
Net earnings | | $299.0 million | | $412.6 million |
| | | | |
Net earnings per share — diluted | | $1.72 | | $2.38 |
| | | | |
Cash flow from operations | | $414.8 million | | $603.8 million |
| | | | |
Return on average equity | | 15.6% | | 21.7% |
“The third quarter was one of transition for our title insurance business,” said Chairman and Chief Executive Officer William P. Foley, II. “While open order counts remained fairly consistent, the mix of business clearly shifted from a majority of purchase transactions toward more refinance transactions, which generate about half of the revenue of a purchase transaction. We were focused on reducing headcount and eliminated approximately 650 positions during the quarter, which helped in reducing personnel costs by $75 million versus the prior year quarter. Given the changing dynamics in the mortgage and real estate marketplaces, the 11% pre-tax margin we generated was a solid performance for the quarter.”
The following table depicts monthly direct orders opened and closed in the title and escrow business for the third quarter of both 2006 and 2005:
| | | | | | |
Month | | Direct Orders Opened | | Direct Orders Closed | | Closing % |
| | | | | | |
July 2006 | | 208,000 | | 142,400 | | 69% |
| | | | | | |
August 2006 | | 242,800 | | 158,700 | | 65% |
| | | | | | |
September 2006 | | 212,700 | | 139,100 | | 65% |
| | | | | | |
| | | | | | |
Third Quarter 2006 | | 663,500 | | 440,200 | | 66% |
| | | | | | |
| | | | | | |
Month | | Direct Orders Opened | | Direct Orders Closed | | Closing % |
| | | | | | |
July 2005 | | 261,200 | | 192,000 | | 74% |
| | | | | | |
August 2005 | | 295,800 | | 218,900 | | 74% |
| | | | | | |
September 2005 | | 264,700 | | 192,000 | | 73% |
| | | | | | |
| | | | | | |
Third Quarter 2005 | | 821,700 | | 602,900 | | 73% |
| | | | | | |
The following table depicts monthly commercial direct orders opened and closed in the national commercial divisions for the third quarter of both 2006 and 2005:
| | | | | | | | | | | | | | | | |
| | Open | | Closed | | Commercial | | |
| | Commercial | | Commercial | | Revenue | | Commercial |
| | Orders | | Orders | | (In thousands) | | Fee Per File |
3rd Quarter 2006 | | | 11,938 | | | | 7,686 | | | $ | 66,316 | | | $ | 8,628 | |
| | | | | | | | | | | | | | | | |
3rd Quarter 2005 | | | 15,054 | | | | 9,016 | | | $ | 73,201 | | | $ | 8,119 | |
On October 24, 2006, Fidelity National Financial (NYSE:FNF) transferred its Specialty Insurance business, Sedgwick and certain other assets to FNT for the issuance of 45,265,956 shares of FNT common stock to FNF. FNF shareholders then received all 188,441,997 shares of FNT common stock held by FNF upon the closing of the transaction. The final exchange ratio was 1.047732 shares of FNT common stock for each share of FNF common stock, as there were 179,857,073 shares of FNF common stock outstanding at the time of the closing of the transaction. FNT is now a stand alone public company with all of its approximately 218.7 million shares held by the public. Upon the closing of the merger of FNF with and into Fidelity National Information Services, Inc. (NYSE:FIS), FNT will legally change its name to Fidelity National Financial, Inc. and its common stock will trade on the New York Stock Exchange under the trading symbol ‘FNF’ beginning on November 10, 2006. Included in this press release is a pro forma summary of earnings, along with supporting schedules, that shows the financial results for FNT as if the transfer of certain assets from FNF, related issuance of FNT common stock to FNF and subsequent distribution of FNT stock to FNF shareholders had occurred on January 1, 2005.
Fidelity National Title Group, Inc. (NYSE: FNT) is a leading provider of title insurance, specialty insurance and claims management services. FNT is one of the nation’s largest title insurance companies through its title insurance underwriters — Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title — that issue approximately 29 percent of all title insurance policies in the United States. FNT also provides flood insurance, personal lines insurance and home warranty insurance through it specialty insurance business. FNT also
is a leading provider of outsourced claims management services to large corporate and public sector entities through its minority-owned subsidiary, Sedgwick CMS. More information about Fidelity National Title Group can be found at www.fntg.com.
This press release contains 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 fact, 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 risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, including changes in the financial markets; adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U. S. economy; compliance with extensive regulations; regulatory investigations of the title insurance industry; our business concentration in the State of California, the source of over 20% of our title insurance premiums; our dependence on distributions from our title insurance underwriters as our main source of cash flow; competition from other title insurance companies; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-K and other filings with the Securities and Exchange Commission.
SOURCE: Fidelity National Title Group, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations, 904-854-8120, dkmurphy@fnf.com
FIDELITY NATIONAL TITLE GROUP, INC.
SUMMARY OF EARNINGS
(In thousands, except per share amounts and order information)
| | | | | | | | | | | | | | | | |
| | Three months ended | | | Nine months ended | |
| | September 30, | | | September 30, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
| | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | | | | | | | |
Direct title premiums | | $ | 461,340 | | | $ | 626,178 | | | $ | 1,413,641 | | | $ | 1,643,574 | |
Agency title premiums | | | 721,801 | | | | 779,117 | | | | 2,058,935 | | | | 2,083,317 | |
| | | | | | | | | | | | |
Total title premiums | | | 1,183,141 | | | | 1,405,295 | | | | 3,472,576 | | | | 3,726,891 | |
Escrow and other title-related fees | | | 269,188 | | | | 324,910 | | | | 810,845 | | | | 868,375 | |
| | | | | | | | | | | | |
Total title and escrow | | | 1,452,329 | | | | 1,730,205 | | | | 4,283,421 | | | | 4,595,266 | |
| | | | | | | | | | | | | | | | |
Interest and investment income | | | 41,261 | | | | 28,994 | | | | 115,680 | | | | 71,149 | |
Realized gains and losses | | | 1,478 | | | | 3,583 | | | | 22,091 | | | | 25,505 | |
Other | | | 11,964 | | | | 11,461 | | | | 34,393 | | | | 31,481 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 1,507,032 | | | | 1,774,243 | | | | 4,455,585 | | | | 4,723,401 | |
| | | | | | | | | | | | | | | | |
Personnel costs | | | 436,064 | | | | 511,325 | | | | 1,354,720 | | | | 1,415,928 | |
Other operating expenses | | | 223,359 | | | | 246,109 | | | | 666,587 | | | | 693,927 | |
Agent commissions | | | 555,010 | | | | 612,139 | | | | 1,587,547 | | | | 1,617,260 | |
Depreciation and amortization | | | 29,881 | | | | 23,818 | | | | 83,312 | | | | 73,207 | |
Claim loss expense | | | 88,706 | | | | 103,612 | | | | 260,444 | | | | 254,289 | |
Interest expense | | | 12,762 | | | | 4,669 | | | | 36,462 | | | | 5,393 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 1,345,782 | | | | 1,501,672 | | | | 3,989,072 | | | | 4,060,004 | |
| | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 161,250 | | | | 272,571 | | | | 466,513 | | | | 663,397 | |
Income tax expense | | | 57,241 | | | | 102,137 | | | | 165,610 | | | | 248,774 | |
Minority interest | | | 610 | | | | 700 | | | | 1,889 | | | | 1,992 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings | | $ | 103,399 | | | $ | 169,734 | | | $ | 299,014 | | | $ | 412,631 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings per share — basic | | $ | 0.60 | | | $ | 0.98 | | | $ | 1.72 | | | $ | 2.38 | |
| | | | | | | | | | | | |
Net earnings per share — diluted | | $ | 0.60 | | | $ | 0.98 | | | $ | 1.72 | | | $ | 2.38 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average shares — basic | | | 173,475 | | | | 173,520 | | | | 173,475 | | | | 173,520 | |
| | | | | | | | | | | | |
Weighted average shares — diluted | | | 173,643 | | | | 173,520 | | | | 173,648 | | | | 173,520 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Direct operations orders opened | | | 663,500 | | | | 821,700 | | | | 2,044,500 | | | | 2,398,900 | |
Direct operations orders closed | | | 440,200 | | | | 602,900 | | | | 1,350,300 | | | | 1,651,800 | |
Fee Per File | | $ | 1,582 | | | $ | 1,508 | | | $ | 1,571 | | | $ | 1,469 | |
| | |
(1) | | For the 2005 period, net earnings per share is a pro forma presentation based on the distribution of 173,520 shares on October 17, 2005 |
FIDELITY NATIONAL TITLE GROUP, INC.
SUMMARY BALANCE SHEET INFORMATION
(In thousands, except per share amounts)
| | | | | | | | |
| | September 30, | | December 31, |
| | 2006 | | 2005 |
| | (Unaudited) | | | | |
| | | | | | | | |
Cash and investment portfolio | | $ | 4,022,946 | | | $ | 3,762,895 | |
Goodwill | | | 1,101,760 | | | | 1,051,526 | |
Title plants | | | 320,549 | | | | 308,675 | |
Total assets | | | 6,173,179 | | | | 5,900,533 | |
Notes payable | | | 572,958 | | | | 603,262 | |
Reserve for claim losses | | | 1,146,669 | | | | 1,063,857 | |
Secured trust deposits | | | 875,317 | | | | 882,602 | |
Total stockholders’ equity | | | 2,635,969 | | | | 2,480,037 | |
Book value per share | | | 15.12 | | | | 14.23 | |
FIDELITY NATIONAL TITLE GROUP, INC.
SUMMARY OF EARNINGS
PRO FORMA FOR DISTRIBUTION OF FNT STOCK**
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | |
| | Three months ended | | | Nine months ended | |
| | September 30, | | | September 30, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
| | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | | | | | | | |
Total title and escrow | | $ | 1,454,313 | | | $ | 1,727,531 | | | $ | 4,285,758 | | | $ | 4,591,057 | |
Specialty insurance | | | 99,619 | | | | 95,448 | | | | 304,070 | | | | 248,276 | |
Interest and investment income | | | 47,768 | | | | 34,331 | | | | 136,383 | | | | 85,677 | |
Realized gains and losses | | | 3,513 | | | | 4,554 | | | | 26,790 | | | | 29,701 | |
Other income | | | 14,577 | | | | 12,936 | | | | 41,378 | | | | 36,644 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 1,619,790 | | | | 1,874,800 | | | | 4,794,379 | | | | 4,991,355 | |
| | | | | | | | | | | | | | | | |
Personnel costs | | | 452,295 | | | | 523,230 | | | | 1,404,785 | | | | 1,449,801 | |
Other operating expenses | | | 272,709 | | | | 284,480 | | | | 788,829 | | | | 805,727 | |
Agent commissions | | | 555,010 | | | | 613,589 | | | | 1,595,930 | | | | 1,619,837 | |
Depreciation and amortization | | | 31,035 | | | | 24,837 | | | | 86,466 | | | | 76,293 | |
Claim loss expense | | | 118,403 | | | | 135,282 | | | | 356,785 | | | | 333,036 | |
Interest expense | | | 16,302 | | | | 10,918 | | | | 41,606 | | | | 32,644 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 1,445,754 | | | | 1,592,336 | | | | 4,274,401 | | | | 4,317,338 | |
| | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 174,036 | | | | 282,464 | | | | 519,978 | | | | 674,017 | |
Income tax expense | | | 67,018 | | | | 111,944 | | | | 193,960 | | | | 261,438 | |
Minority interest | | | (639 | ) | | | 713 | | | | 2,238 | | | | 2,364 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings | | $ | 107,657 | | | $ | 169,807 | | | $ | 323,780 | | | $ | 410,215 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings per share — basic | | $ | 0.49 | | | $ | 0.98 | | | $ | 1.48 | | | $ | 2.37 | |
| | | | | | | | | | | | |
Net earnings per share — diluted | | $ | 0.48 | | | $ | 0.98 | | | $ | 1.46 | | | $ | 2.37 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average shares — basic | | | 218,741 | | | | 172,951 | | | | 218,741 | | | | 172,951 | |
| | | | | | | | | | | | |
Weighted average shares — diluted | | | 222,391 | | | | 172,951 | | | | 222,130 | | | | 172,951 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Book value per share | | $ | 15.43 | | | | | | | | | | | | | |
| | |
** | | This schedule is a pro forma summary of earnings that shows the financial results for Fidelity National Title Group, Inc. as if the transfer of certain assets from FNF, related issuance of FNT common stock to FNF and subsequent distribution of FNT stock to FNF shareholders had occurred on January 1, 2005. The following four schedules provide the pro forma detail for each period included in this pro forma summary of earnings. |
Fidelity National Title Group, Inc.
Unaudited Pro Forma Combined Statement of Continuing Operations
for the Three Months Ended September 30, 2006
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | |
| | | | | | FIS pro forma | | | Other Pro Forma | | | | | FNT | |
| | Historical FNF | | | adjustments(1) | | | Adjustments | | | Notes | | Pro Forma | |
| | |
| | | | | | | | | | | | | | | | | | |
Total title and escrow | | $ | 1,454,320 | | | | ($21,580 | ) | | $ | 21,573 | | | (2) | | $ | 1,454,313 | |
Transaction processing | | | 1,013,372 | | | | (1,059,071 | ) | | | 45,699 | | | (2) | | | — | |
Specialty insurance | | | 99,619 | | | | — | | | | — | | | | | | 99,619 | |
Interest and investments income | | | 48,129 | | | | (361 | ) | | | — | | | | | | 47,768 | |
Realized gains and losses | | | 4,805 | | | | (1,292 | ) | | | — | | | | | | 3,513 | |
Other income | | | 14,577 | | | | — | | | | — | | | | | | 14,577 | |
| | |
Total revenue | | $ | 2,634,822 | | | | ($1,082,304 | ) | | $ | 67,272 | | | | | $ | 1,619,790 | |
| | | | | | | | | | | | | | | | | | |
Personnel costs | | | 863,163 | | | | (416,733 | ) | | | 5,865 | | | (4) | | | 452,295 | |
Other operating expenses | | | 610,732 | | | | (383,120 | ) | | | 45,097 | | | (4) | | | 272,709 | |
Agent commissions | | | 538,700 | | | | — | | | | 16,310 | | | (5) | | | 555,010 | |
Depreciation and amortization | | | 142,170 | | | | (111,135 | ) | | | — | | | | | | 31,035 | |
Provision for claim losses | | | 118,643 | | | | (240 | ) | | | — | | | | | | 118,403 | |
Interest expense | | | 65,931 | | | | (49,629 | ) | | | — | | | | | | 16,302 | |
| | |
Total expenses | | | 2,339,339 | | | | (960,857 | ) | | | 67,272 | | | | | | 1,445,754 | |
Earnings before income taxes and minority interests | | | 295,483 | | | | (121,447 | ) | | | — | | | | | | 174,036 | |
Income tax expense | | | 109,920 | | | | (42,902 | ) | | | — | | | | | | 67,018 | |
| | |
Earnings before minority interests | | | 185,563 | | | | (78,545 | ) | | | — | | | | | | 107,018 | |
| | | | | | | | | | | | | | | | | | |
Minority interest expense | | | 57,992 | | | | 35 | | | | (58,666 | ) | | (6) | | | (639 | ) |
| | |
Net income | | $ | 127,571 | | | | ($78,580 | ) | | $ | 58,666 | | | | | $ | 107,657 | |
| | |
| | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | 0.72 | | | | | | | | | | | | | $ | 0.49 | |
| | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 176,048 | (7) | | | | | | | | | | | | | 218,741 | (8) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | 0.71 | | | | | | | | | | | | | $ | 0.48 | |
| | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 180,784 | (7) | | | | | | | | | | | | | 222,391 | (8) |
| | | | | | | | | | | | | | | | |
Fidelity National Title Group, Inc.
Unaudited Pro Forma Combined Statement of Continuing Operations
for the Nine Months Ended September 30, 2006
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | |
| | | | | | FIS pro forma | | | Other Pro Forma | | | | | FNT | |
| | Historical FNF | | | adjustments(1) | | | Adjustments | | | Notes | | Pro Forma | |
| | |
| | | | | | | | | | | | | | | | | | |
Total title and escrow | | $ | 4,286,000 | | | | ($58,683 | ) | | $ | 58,441 | | | (2) | | $ | 4,285,758 | |
Transaction processing | | | 2,832,638 | | | | (2,944,850 | ) | | | 112,212 | | | (2) | | | — | |
Specialty insurance | | | 304,070 | | | | — | | | | — | | | | | | 304,070 | |
Interest and investments income | | | 139,883 | | | | (3,500 | ) | | | — | | | | | | 136,383 | |
Realized gains and losses | | | 30,121 | | | | (3,331 | ) | | | — | | | | | | 26,790 | |
Other income | | | 41,378 | | | | — | | | | — | | | | | | 41,378 | |
| | |
Total revenue | | $ | 7,634,090 | | | | ($3,010,364 | ) | | $ | 170,653 | | | | | $ | 4,794,379 | |
| | | | | | | | | | | | | | | | | | |
Personnel costs | | | 2,632,935 | | | | (1,245,945 | ) | | | 17,795 | | | (4) | | | 1,404,785 | |
Other operating expenses | | | 1,706,137 | | | | (1,011,725 | ) | | | 94,417 | | | (4) | | | 788,829 | |
Agent commissions | | | 1,537,489 | | | | — | | | | 58,441 | | | (5) | | | 1,595,930 | |
Depreciation and amortization | | | 404,770 | | | | (318,304 | ) | | | — | | | | | | 86,466 | |
Provision for claim losses | | | 357,210 | | | | (425 | ) | | | — | | | | | | 356,785 | |
Interest expense | | | 183,536 | | | | (141,930 | ) | | | — | | | | | | 41,606 | |
| | |
Total expenses | | | 6,822,077 | | | | (2,718,329 | ) | | | 170,653 | | | | | | 4,274,401 | |
Earnings before income taxes and minority interests | | | 812,013 | | | | (292,035 | ) | | | — | | | | | | 519,978 | |
Income tax expense | | | 302,069 | | | | (108,109 | ) | | | — | | | | | | 193,960 | |
| | |
Earnings before minority interests | | | 509,944 | | | | (183,926 | ) | | | | | | | | | 326,018 | |
Minority interest expense | | | 143,381 | | | | 41 | | | | (141,184 | ) | | (6) | | | 2,238 | |
| | |
Net income | | $ | 366,563 | | | | ($183,967 | ) | | $ | 141,184 | | | | | $ | 323,780 | |
| | |
| | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | 2.09 | | | | | | | | | | | | | $ | 1.48 | |
| | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 175,119 | (7) | | | | | | | | | | | | | 218,741 | (8) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | 2.04 | | | | | | | | | | | | | $ | 1.46 | |
| | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 180,124 | (7) | | | | | | | | | | | | | 222,130 | (8) |
| | | | | | | | | | | | | | | | |
Fidelity National Title Group, Inc.
Unaudited Pro Forma Combined Statement of Continuing Operations
for the Three Months Ended September 30, 2005
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Other Pro | | | | | | |
| | Historical | | | FIS pro forma | | | Forma | | | | | FNT | |
| | FNF | | | adjustments(1) | | | Adjustments | | | Notes | | Pro Forma | |
| | |
| | | | | | | | | | | | | | | | | | |
Total title and escrow | | $ | 1,728,290 | | | | ($23,998 | ) | | $ | 23,239 | | | (2) | | $ | 1,727,531 | |
Transaction processing | | | 646,447 | | | | (674,111 | ) | | | 27,664 | | | (2) | | | — | |
Specialty insurance | | | 95,448 | | | | — | | | | — | | | | | | 95,448 | |
Interest and investments income | | | 36,064 | | | | (1,733 | ) | | | — | | | | | | 34,331 | |
Realized gains and losses | | | 8,699 | | | | (4,145 | ) | | | — | | | | | | 4,554 | |
Other income | | | 12,937 | | | | (1 | ) | | | — | | | | | | 12,936 | |
| | |
Total revenue | | $ | 2,527,885 | | | | ($703,988 | ) | | $ | 50,903 | | | | | $ | 1,874,800 | |
| | | | | | | | | | | | | | | | | | |
Personnel costs | | | 841,051 | | | | (317,821 | ) | | | — | | | | | | 523,230 | |
Other operating expenses | | | 442,001 | | | | (185,185 | ) | | | 27,664 | | | (4) | | | 284,480 | |
Agent commissions | | | 590,876 | | | | (526 | ) | | | 23,239 | | | (5) | | | 613,589 | |
Depreciation and amortization | | | 95,619 | | | | (70,782 | ) | | | — | | | | | | 24,837 | |
Provision for claim losses | | | 135,354 | | | | (72 | ) | | | — | | | | | | 135,282 | |
Interest expense | | | 48,466 | | | | (37,548 | ) | | | — | | | | | | 10,918 | |
| | |
Total expenses | | | 2,153,367 | | | | (611,934 | ) | | | 50,903 | | | | | | 1,592,336 | |
Earnings before income taxes and minority interests | | | 374,518 | | | | (92,054 | ) | | | — | | | | | | 282,464 | |
Income tax expense | | | 144,189 | | | | (32,245 | ) | | | — | | | | | | 111,944 | |
| | |
Earnings before minority interests | | | 230,329 | | | | (59,809 | ) | | | | | | | | | 170,520 | |
Minority interest expense | | | 15,926 | | | | (1,917 | ) | | | (13,296 | ) | | (6) | | | 713 | |
| | |
Net income | | $ | 214,403 | | | | ($57,892 | ) | | $ | 13,296 | | | | | $ | 169,807 | |
| | |
| | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | 1.24 | | | | | | | | | | | | | $ | 0.98 | |
| | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 172,515 | (7) | | | | | | | | | | | | | 172,951 | (8) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | 1.21 | | | | | | | | | | | | | $ | 0.98 | |
| | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 177,540 | (7) | | | | | | | | | | | | | 172,951 | (8) |
| | | | | | | | | | | | | | | | |
Fidelity National Title Group, Inc.
Unaudited Pro Forma Combined Statement of Continuing Operations
for the Nine Months Ended September 30, 2005
(In thousands Except Per Share Data)
| | | | | | | | | | | | | | | | | | |
| | | | | | FIS pro forma | | | Other Pro Forma | | | | | FNT | |
| | Historical FNF | | | adjustments(1) | | | Adjustments | | | Notes | | Pro Forma | |
| | |
| | | | | | | | | | | | | | | | | | |
Total title and escrow | | $ | 4,591,057 | | | | ($61,290 | ) | | $ | 61,290 | | | (2) | | $ | 4,591,057 | |
Transaction processing | | | 1,912,168 | | | | (1,997,112 | ) | | | 84,944 | | | (2) | | | — | |
Specialty insurance | | | 248,276 | | | | — | | | | — | | | | | | 248,276 | |
Interest and investments income | | | 90,503 | | | | (4,826 | ) | | | — | | | | | | 85,677 | |
Realized gains and losses | | | 352,490 | | | | (4,580 | ) | | | (318,209 | ) | | (3) | | | 29,701 | |
Other income | | | 36,645 | | | | (1 | ) | | | — | | | | | | 36,644 | |
| | |
Total revenue | | $ | 7,231,139 | | | | ($2,067,809 | ) | | | ($171,975 | ) | | | | $ | 4,991,355 | |
| | | | | | | | | | | | | | | | | | |
Personnel costs | | | 2,396,243 | | | | (946,442 | ) | | | — | | | | | | 1,449,801 | |
Other operating expenses | | | 1,282,250 | | | | (561,467 | ) | | | 84,944 | | | (4) | | | 805,727 | |
Agent commissions | | | 1,558,547 | | | | — | | | | 61,290 | | | (5) | | | 1,619,837 | |
Depreciation and amortization | | | 298,178 | | | | (221,885 | ) | | | — | | | | | | 76,293 | |
Provision for claim losses | | | 333,320 | | | | (284 | ) | | | — | | | | | | 333,036 | |
Interest expense | | | 120,001 | | | | (87,357 | ) | | | — | | | | | | 32,644 | |
| | |
Total expenses | | | 5,988,539 | | | | (1,817,435 | ) | | | 146,234 | | | | | | 4,317,338 | |
Earnings before income taxes and minority interests | | | 1,242,600 | | | | (250,374 | ) | | | (318,209 | ) | | | | | 674,017 | |
Income tax expense | | | 354,577 | | | | (93,139 | ) | | | — | | | | | | 261,438 | |
| | |
Earnings before minority interests | | | 888,023 | | | | (157,235 | ) | | | (318,209 | ) | | | | | 412,579 | |
Minority interest expense | | | 39,081 | | | | (6,171 | ) | | | (30,546 | ) | | (6) | | | 2,364 | |
| | |
Net income | | $ | 848,942 | | | | ($151,064 | ) | | | ($287,663 | ) | | | | $ | 410,215 | |
| | |
| | | | | | | | | | | | | | | | | | |
Net income per share-basic | | $ | 4.92 | | | | | | | | | | | | | $ | 2.37 | |
| | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-basic | | | 172,686 | (7) | | | | | | | | | | | | | 172,951 | (8) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | $ | 4.79 | | | | | | | | | | | | | $ | 2.37 | |
| | | | | | | | | | | | | | | | |
Pro forma Weighted average shares-diluted | | | 177,254 | (7) | | | | | | | | | | | | | 172,951 | (8) |
| | | | | | | | | | | | | | | | |
Fidelity National Title Group, Inc.
Notes to Unaudited Pro Forma Combined Statements of Continuing Operations
| | Notes to Unaudited Pro Forma Combined Statements of Continuing Operations for the Three Month and Nine Month Periods Ended September 30, 2006 and 2005 |
These combined statements of continuing operations include the historical statements of continuing operations of FNF and remove the results of operations of FIS and FNF minority interest expense relating to FIS and FNT as though the transaction had occurred on January 1, 2005.
(1) | | This column represents the historical results of operations of FIS as included in FNF’s consolidated results of operations for the periods presented. |
(2) | | This represents the intercompany revenues relating to various agreements recorded on FIS’ income statement that had already been eliminated from the consolidated results of operations of FNF. These revenues amounted to $67.3 million and $50.9 million for the three months ended September 30, 2006 and 2005, respectively, and $170.7 million and $146.2 million for the nine months ended September 30, 2006 and 2005, respectively. |
(3) | | This represents a $318.2 million gain on sale relating to the sale of a minority equity interest in FIS. |
(4) | | This represents the intercompany expenses related to various agreements that were eliminated in the consolidated results of operations of FNF, but will be third-party expenses subsequent to the transaction. These expenses amounted to $51.0 million and $27.7 million for the three months ended September 30, 2006 and 2005, respectively, and $112.2 million and $84.9 million for the nine months ended September 30, 2006 and 2005, respectively. |
(5) | | This represents the additional agent commissions paid by FNF to FIS that were previously eliminated in the consolidated results of FNF, but will be a third-party expense subsequent to the transaction. These commissions amounted to $16.3 million and $23.2 million for the three months ended September 30, 2006 and 2005, respectively, and $58.4 million and $61.3 million for the nine months ended September 30, 2006 and 2005, respectively. |
(6) | | This represents the elimination of the minority interest expense recorded by FNF relating to its earnings in FIS and FNT. In the 2006 periods, minority interest expenses relating to FIS and FNT amounted to $39.7 million and $19.0 million, respectively, in the three months ended September 30, 2006 and $88.0 million and $53.2 million, respectively, in the nine months ended September 30, 2006. In the 2005 periods, minority interest expenses relating to earnings in FIS were $13.3 million and $30.5 million in the three and nine month periods ended September 30, 2005, respectively, and there were no minority interest expenses relating to earnings in FNT because FNT was a wholly-owned subsidiary of FNF during those periods. |
(7) | | Amounts in the Historical FNF column represent FNT historical weighted average shares for the three month and nine month periods ended September 30, 2006 and 2005. Amounts in the FNT Pro Forma column have been calculated as follows: |
| | | | | | | | |
| | Three months ended | | Nine Months ended |
| | September 30, 2006 | | September 30, 2006 |
Historical weighted average shares — basic | | | 173,475 | | | | 173,475 | |
Additional shares issued | | | 45,266 | | | | 45,266 | |
| | | | | | | | |
Pro forma weighted average shares — basic | | | 218,741 | | | | 218,741 | |
| | | | | | | | |
| | | | | | | | |
Historical weighted average shares — diluted | | | 173,643 | | | | 173,648 | |
Additional shares issued | | | 45,266 | | | | 45,266 | |
Additional dilution from options assumed | | | 2,792 | | | | 2,591 | |
Additional dilution from restricted stock | | | 690 | | | | 625 | |
| | | | | | | | |
| | | 222,391 | | | | 222,130 | |
| | | | | | | | |
(8) | | Pro forma weighted average shares for the three month and nine month periods ended September 30, 2005 have been calculated using the number of outstanding shares of FNF common stock as of a date prior to FNF’s distribution of FNT stock on October 18, 2005. |