Exhibit 99.1
Fidelity National Financial, Inc. Reports Second Quarter 2007 EPS of $0.38
Jacksonville, Fla. — (July 25, 2007) — Fidelity National Financial, Inc. (NYSE:FNF), a leading provider of title insurance, specialty insurance and claims management services, today reported operating results for the three-month and six-month periods ended June 30, 2007.
| | | | | | |
| | | | | | Pro Forma |
| | Three Months | | Three Months Ended | | Three Months Ended |
| | Ended June 30, 2007 | | June 30, 2006* | | June 30, 2006** |
Total revenue | | $1.49 billion | | $2.64 billion | | $1.66 billion |
Pre-tax margin | | 8.4% | | 11.2% | | 11.8% |
Net earnings | | $84.8 million | | $132.6 million | | $125.1 million |
Net earnings per diluted share | | $0.38 | | $0.76 | | $0.56 |
Cash flow from operations | | $144.6 million | | $324.8 million | | N/A |
Return on average equity | | 9.6% | | 12.4% | | N/A |
| | | | | | |
| | | | | | Pro Forma |
| | Six Months Ended | | Six Months Ended | | Six Months Ended |
| | June 30, 2007 | | June 30, 2006* | | June 30, 2006** |
Total revenue | | $2.86 billion | | $5.00 billion | | $3.17 billion |
Pre-tax margin | | 8.8% | | 10.3% | | 11.1% |
Net earnings | | $168.2 million | | $239.0 million | | $223.9 million |
Net earnings per diluted share | | $0.75 | | $1.38 | | $1.01 |
Cash flow from operations | | $229.7 million | | $332.8 million | | N/A |
Return on average equity | | 9.6% | | 12.5% | | N/A |
| | |
* | | The three-month and six-month periods ended June 30, 2006, include the results of Fidelity National Information Services, Inc. (“FIS”), which was a majority-owned subsidiary of FNF during those periods in 2006. |
|
** | | A complete pro forma summary of earnings excluding FIS and the minority interest expense related to Fidelity National Title Group, Inc. (“FNT”) for the three-month and six month periods ended June 30, 2006, is included later in this press release. |
The following are summary financial and operational results for the current operating segments of FNF for the three-month and six-month periods ended June 30, 2007, and 2006:
Fidelity National Title Group (“FNT”)
| | | | |
| | Three Months Ended | | Three Months Ended, |
| | June 30, 2007 | | June 30, 2006 |
Total revenue | | $1.36 billion | | $1.56 billion |
Pre-tax earnings | | $131.1 million | | $191.5 million |
Pre-tax margin | | 9.6% | | 12.3% |
| | | | |
| | Six Months Ended | | Six Months Ended |
| | June 30, 2007 | | June 30, 2006 |
Total revenue | | $2.61 billion | | $2.95 billion |
Pre-tax earnings | | $245.9 million | | $324.0 million |
Pre-tax margin | | 9.4% | | 11.0% |
| | | | | | | | | | | | |
Month | | Direct Orders Opened | | | Direct Orders Closed | | | Closing % | |
April 2007 | | | 211,100 | | | | 136,000 | | | | 64 | % |
May 2007 | | | 215,700 | | | | 141,200 | | | | 65 | % |
June 2007 | | | 195,300 | | | | 131,500 | | | | 67 | % |
| | | | | | | | | |
Second Quarter 2007 | | | 622,100 | | | | 408,700 | | | | 66 | % |
| | | | | | | | | |
| | | | | | | | | | | | |
Month | | Direct Orders Opened | | | Direct Orders Closed | | | Closing % | |
April 2006 | | | 217,700 | | | | 146,400 | | | | 67 | % |
May 2006 | | | 243,000 | | | | 161,800 | | | | 67 | % |
June 2006 | | | 236,500 | | | | 165,600 | | | | 70 | % |
| | | | | | | | | |
Second Quarter 2006 | | | 697,200 | | | | 473,800 | | | | 68 | % |
| | | | | | | | | |
| | | | | | | | |
| | Open | | Closed | | Commercial | | |
| | Commercial | | Commercial | | Revenue | | Commercial |
| | Orders | | Orders | | (In thousands) | | Fee Per File |
2nd Quarter 2007 | | 14,694 | | 8,726 | | $86,942 | | $9,964 |
2nd Quarter 2006 | | 14,240 | | 9,064 | | $68,936 | | $7,605 |
- The preceding table only includes commercial activity from FNF’s commercial offices in the national commercial division and does not attempt to capture potential commercial activity in our local offices.
Specialty Insurance
| | | | |
| | Three Months Ended | | Three Months Ended |
| | June 30, 2007 | | June 30, 2006 |
Total revenue | | $103.8 million | | $101.4 million |
Pre-tax earnings | | $13.9 million | | $15.5 million |
Pre-tax margin | | 13.4% | | 15.3% |
| | | | |
| | Six Months Ended | | Six Months Ended |
| | June 30, 2007 | | June 30, 2006 |
Total revenue | | $202.8 million | | $211.8 million |
Pre-tax earnings | | $39.3 million | | $47.9 million |
Pre-tax margin | | 19.4% | | 22.6% |
“Higher interest rates and the slowdown in the mortgage and real estate markets had a dampening effect on the normal seasonal improvement in the title business during the second quarter,” said Chairman of the Board William P. Foley, II. “However, we continue to run our title business through a strict adherence to operating metrics, allowing us to generate a 9.6% pre-tax margin, despite the difficult operating environment. We expect the second half of 2007 to remain a challenge and we will continue to monitor order counts and employee headcount in our quest to maximize earnings from our title business.”
“Our specialty insurance business performed well during the quarter, as flood insurance contributed nearly 10% revenue growth and the homeowner’s business posted a 62% loss ratio. Additionally, Sedgwick generated $164 million in revenue, while continuing to produce its
consistent EBITDA margin. Finally, we continue to move forward on our Ceridian acquisition, in partnership with Thomas H. Lee Partners. Ceridian shareholders will vote on the acquisition at the Ceridian annual shareholders meeting, which has been set for September 12, 2007.”
Fidelity National Financial, Inc. (NYSE:FNF), is a leading provider of title insurance, specialty insurance and claims management services. FNF 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 28 percent of all title insurance policies in the United States. FNF also provides flood insurance, personal lines insurance and home warranty insurance through its specialty insurance business. FNF 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 FNF can be found at www.fnf.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; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; our dependence on operating subsidiaries as a source of cash flow; significant competition that our
operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; 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 Financial, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations, 904-854-8120, dkmurphy@fnf.com
FIDELITY NATIONAL FINANCIAL, INC.
SUMMARY OF EARNINGS
(In thousands, except per share amounts and order information)
| | | | | | | | | | | | | | | | |
| | Three months ended | | | Six months ended | |
| | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | | | | | | | |
Direct title premiums | | $ | 448,504 | | | $ | 525,450 | | | $ | 867,101 | | | $ | 994,372 | |
Agency title premiums | | | 597,862 | | | | 690,530 | | | | 1,140,008 | | | | 1,296,584 | |
| | | | | | | | | | | | |
Total title premiums | | | 1,046,366 | | | | 1,215,980 | | | | 2,007,109 | | | | 2,290,956 | |
Escrow and other title-related fees | | | 283,308 | | | | 287,197 | | | | 528,114 | | | | 540,724 | |
| | | | | | | | | | | | |
Total title and escrow | | | 1,329,674 | | | | 1,503,177 | | | | 2,535,223 | | | | 2,831,680 | |
| | | | | | | | | | | | | | | | |
Transaction processing services | | | — | | | | 976,067 | | | | — | | | | 1,819,266 | |
Specialty insurance | | | 99,731 | | | | 97,708 | | | | 194,729 | | | | 204,451 | |
Interest and investment income | | | 45,205 | | | | 48,152 | | | | 95,164 | | | | 99,515 | |
Realized gains and losses | | | 3,899 | | | | 5,625 | | | | 10,281 | | | | 17,555 | |
Other | | | 16,168 | | | | 14,040 | | | | 28,342 | | | | 26,801 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 1,494,677 | | | | 2,644,769 | | | | 2,863,739 | | | | 4,999,268 | |
| | | | | | | | | | | | | | | | |
Personnel costs | | | 452,752 | | | | 891,841 | | | | 888,012 | | | | 1,769,772 | |
Other operating expenses | | | 296,221 | | | | 602,061 | | | | 530,662 | | | | 1,095,405 | |
Agent commissions | | | 462,876 | | | | 529,082 | | | | 883,033 | | | | 998,789 | |
Depreciation and amortization | | | 31,192 | | | | 137,969 | | | | 60,546 | | | | 262,600 | |
Claim loss expense | | | 113,083 | | | | 124,075 | | | | 224,069 | | | | 238,567 | |
Interest expense | | | 12,435 | | | | 62,960 | | | | 24,412 | | | | 117,605 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 1,368,559 | | | | 2,347,988 | | | | 2,610,734 | | | | 4,482,738 | |
| | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 126,118 | | | | 296,781 | | | | 253,005 | | | | 516,530 | |
Income tax expense | | | 40,471 | | | | 110,402 | | | | 85,516 | | | | 192,149 | |
Minority interest | | | 812 | | | | 53,758 | | | | (745 | ) | | | 85,389 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings | | $ | 84,835 | | | $ | 132,621 | | | $ | 168,234 | | | $ | 238,992 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net earnings per share — basic | | $ | 0.39 | | | $ | 0.76 | | | $ | 0.77 | | | $ | 1.38 | |
| | | | | | | | | | | | |
Net earnings per share — diluted | | $ | 0.38 | | | $ | 0.76 | | | $ | 0.75 | | | $ | 1.38 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average shares — basic | | | 218,707 | | | | 173,475 | | | | 218,860 | | | | 173,475 | |
| | | | | | | | | | | | |
Weighted average shares — diluted | | | 222,969 | | | | 173,647 | | | | 222,940 | | | | 173,651 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Direct operations orders opened | | | 622,100 | | | | 847,900 | | | | 1,274,500 | | | | 1,679,300 | |
Direct operations orders closed | | | 408,700 | | | | 554,100 | | | | 799,100 | | | | 1,080,800 | |
FIDELITY NATIONAL FINANCIAL, INC.
SEGMENT INFORMATION
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | |
Three Months Ended | | | | | | | | | | Specialty | | | Corporate | |
June 30, 2007 | | Consolidated | | | FNT | | | Insurance | | | and Other | |
Gross operating revenue | | $ | 1,445,573 | | | $ | 1,320,761 | | | $ | 99,731 | | | | 25,081 | |
| | | | | | | | | | | | | | | | |
Interest and investment income | | | 45,205 | | | | 42,459 | | | | 4,071 | | | | (1,325 | ) |
Realized gains and losses | | | 3,899 | | | | 137 | | | | 3 | | | | 3,759 | |
| | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 1,494,677 | | | | 1,363,357 | | | | 103,805 | | | | 27,515 | |
Personnel costs | | | 452,752 | | | | 425,707 | | | | 11,814 | | | | 15,231 | |
Other operating expenses | | | 296,221 | | | | 233,324 | | | | 41,565 | | | | 21,332 | |
Agent commissions | | | 462,876 | | | | 462,852 | | | | — | | | | 24 | |
Depreciation and amortization | | | 31,192 | | | | 28,172 | | | | 1,512 | | | | 1,508 | |
Claim loss expense | | | 113,083 | | | | 78,478 | | | | 34,605 | | | | — | |
Interest expense | | | 12,435 | | | | 3,723 | | | | 449 | | | | 8,263 | |
| | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 1,368,559 | | | | 1,232,256 | | | | 89,945 | | | | 46,358 | |
| | | | | | | | | | | | | | | | |
Pretax earnings | | | 126,118 | | | | 131,101 | | | | 13,860 | | | | (18,843 | ) |
| | | | | | | | | | | | | | | | |
Pretax margin | | | 8.4 | % | | | 9.6 | % | | | 13.4 | % | | | — | |
| | | | | | | | | | | | | | | | |
Open orders | | | 622,100 | | | | 622,100 | | | | — | | | | — | |
Closed orders | | | 408,700 | | | | 408,700 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Six Months Ended | | | | | | | | | | Specialty | | | Corporate | |
June 30, 2007 | | Consolidated | | | FNT | | | Insurance | | | and Other | |
Gross operating revenue | | $ | 2,758,294 | | | $ | 2,521,677 | | | $ | 194,729 | | | | 41,888 | |
| | | | | | | | | | | | | | | | |
Interest and investment income | | | 95,164 | | | | 84,468 | | | | 8,074 | | | | 2,622 | |
Realized gains and losses | | | 10,281 | | | | 3,298 | | | | (28 | ) | | | 7,011 | |
| | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 2,863,739 | | | | 2,609,443 | | | | 202,775 | | | | 51,521 | |
| | | | | | | | | | | | | | | | |
Personnel costs | | | 888,012 | | | | 836,280 | | | | 23,413 | | | | 28,319 | |
Other operating expenses | | | 530,662 | | | | 431,732 | | | | 62,617 | | | | 36,313 | |
Agent commissions | | | 883,033 | | | | 882,903 | | | | — | | | | 130 | |
Depreciation and amortization | | | 60,546 | | | | 55,089 | | | | 3,070 | | | | 2,387 | |
Claim loss expense | | | 224,069 | | | | 150,534 | | | | 73,535 | | | | — | |
Interest expense | | | 24,412 | | | | 7,032 | | | | 854 | | | | 16,526 | |
| | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 2,610,734 | | | | 2,363,570 | | | | 163,489 | | | | 83,675 | |
| | | | | | | | | | | | | | | | |
Pretax earnings | | | 253,005 | | | | 245,873 | | | | 39,286 | | | | (32,154 | ) |
| | | | | | | | | | | | | | | | |
Pretax margin | | | 8.8 | % | | | 9.4 | % | | | 19.4 | % | | | — | |
| | | | | | | | | | | | | | | | |
Open orders | | | 1,274,500 | | | | 1,274,500 | | | | — | | | | — | |
Closed orders | | | 799,100 | | | | 799,100 | | | | — | | | | — | |
FIDELITY NATIONAL FINANCIAL, INC.
SEGMENT INFORMATION
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended | | | | | | | | | | | | | | | | | | Specialty | | | Corporate | |
June 30, 2006 | | Consolidated | | | Eliminations | | | FNT | | | FIS | | | Insurance | | | and Other | |
Gross operating revenue | | $ | 2,590,992 | | | | ($45,428 | ) | | $ | 1,512,775 | | | $ | 1,021,947 | | | $ | 97,708 | | | $ | 3,990 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest and investment income | | | 48,152 | | | | — | | | | 39,228 | | | | 1,430 | | | | 3,793 | | | | 3,701 | |
Realized gains and losses | | | 5,625 | | | | — | | | | 4,558 | | | | 1,016 | | | | (52 | ) | | | 103 | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | | 2,644,769 | | | | (45,428 | ) | | | 1,556,561 | | | | 1,024,393 | | | | 101,449 | | | | 7,794 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Personnel costs | | | 891,841 | | | | (6,697 | ) | | | 466,221 | | | | 415,992 | | | | 11,067 | | | | 5,258 | |
Other operating expenses | | | 602,061 | | | | (20,478 | ) | | | 233,607 | | | | 342,541 | | | | 40,000 | | | | 6,391 | |
Agent commissions | | | 529,082 | | | | (18,253 | ) | | | 544,169 | | | | — | | | | — | | | | 3,166 | |
Depreciation and amortization | | | 137,969 | | | | — | | | | 27,194 | | | | 110,374 | | | | 1,502 | | | | (1,101 | ) |
Claim loss expense | | | 124,075 | | | | — | | | | 91,017 | | | | 120 | | | | 33,082 | | | | (144 | ) |
Interest expense | | | 62,960 | | | | — | | | | 2,872 | | | | 49,033 | | | | 325 | | | | 10,730 | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 2,347,988 | | | | (45,428 | ) | | | 1,365,080 | | | | 918,060 | | | | 85,976 | | | | 24,300 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Pretax earnings | | | 296,781 | | | | — | | | | 191,481 | | | | 106,333 | | | | 15,473 | | | | (16,506 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Pretax margin | | | 11.2 | % | | | — | | | | 12.3 | % | | | 10.4 | % | | | 15.3 | % | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Open orders | | | 847,900 | | | | — | | | | 697,200 | | | | 150,700 | | | | — | | | | — | |
Closed orders | | | 554,100 | | | | — | | | | 473,800 | | | | 80,300 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended | | | | | | | | | | | | | | | | | | Specialty | | | Corporate | |
June 30, 2006 | | Consolidated | | | Eliminations | | | FNT | | | FIS | | | Insurance | | | and Other | |
Gross operating revenue | | $ | 4,882,198 | | | | ($103,164 | ) | | $ | 2,853,521 | | | $ | 1,922,882 | | | $ | 204,451 | | | $ | 4,508 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest and investment income | | | 99,515 | | | | — | | | | 77,845 | | | | 3,139 | | | | 7,449 | | | | 11,082 | |
Realized gains and losses | | | 17,555 | | | | — | | | | 17,187 | | | | 2,039 | | | | (56 | ) | | | (1,615 | ) |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | | 4,999,268 | | | | (103,164 | ) | | | 2,948,553 | | | | 1,928,060 | | | | 211,844 | | | | 13,975 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Personnel costs | | | 1,769,772 | | | | (11,932 | ) | | | 918,656 | | | | 829,212 | | | | 22,382 | | | | 11,454 | |
Other operating expenses | | | 1,095,405 | | | | (54,364 | ) | | | 443,228 | | | | 628,605 | | | | 71,027 | | | | 6,909 | |
Agent commissions | | | 998,789 | | | | (36,868 | ) | | | 1,032,537 | | | | — | | | | — | | | | 3,120 | |
Depreciation and amortization | | | 262,600 | | | | — | | | | 53,431 | | | | 207,169 | | | | 2,972 | | | | (972 | ) |
Claim loss expense | | | 238,567 | | | | — | | | | 171,738 | | | | 185 | | | | 66,951 | | | | (307 | ) |
Interest expense | | | 117,605 | | | | — | | | | 4,954 | | | | 92,301 | | | | 581 | | | | 19,769 | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 4,482,738 | | | | (103,164 | ) | | | 2,624,544 | | | | 1,757,472 | | | | 163,913 | | | | 39,973 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Pretax earnings | | | 516,530 | | | | — | | | | 324,009 | | | | 170,588 | | | | 47,931 | | | | (25,998 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Pretax margin | | | 10.3 | % | | | — | | | | 11.0 | % | | | 8.8 | % | | | 22.6 | % | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Open orders | | | 1,679,300 | | | | — | | | | 1,381,000 | | | | 298,300 | | | | — | | | | — | |
Closed orders | | | 1,080,800 | | | | — | | | | 910,100 | | | | 170,700 | | | | — | | | | — | |
FIDELITY NATIONAL FINANCIAL, INC.
SUMMARY BALANCE SHEET INFORMATION
(In thousands, except per share amounts)
| | | | | | | | |
| | June 30, | | | December 31, | |
| | 2007 | | | 2006 | |
| | (Unaudited) | | | | | |
| | | | | | | | |
Cash and investment portfolio | | $ | 4,830,915 | | | $ | 4,798,195 | |
Goodwill | | | 1,195,133 | | | | 1,154,298 | |
Title Plant | | | 330,934 | | | | 324,155 | |
Total assets | | | 7,365,920 | | | | 7,259,559 | |
Notes payable | | | 505,230 | | | | 491,167 | |
Reserve for claim losses | | | 1,229,104 | | | | 1,220,636 | |
Secured trust deposits | | | 871,161 | | | | 905,461 | |
Total stockholders’ equity | | | 3,554,426 | | | | 3,474,368 | |
Book value per share | | | 16.09 | | | | 15.75 | |
FIDELITY NATIONAL FINANCIAL, INC.
UNAUDITED PRO FORMA SUMMARY OF EARNINGS
FOR THE THREE MONTHS ENDED JUNE 30, 2006
(In thousands except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | FNF Capital | | | | | | | | | | | |
| | | | | | | | | | pro forma | | | Other Pro | | | | | | | | |
| | Historical | | | FIS pro forma | | | adjustments | | | Forma | | | | | | | FNF | |
| | FNF | | | adjustments(1) | | | (2) | | | Adjustments | | | Notes | | | Pro Forma | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total title and escrow | | $ | 1,503,177 | | | | ($18,488 | ) | | | — | | | $ | 18,253 | | | | (3 | ) | | $ | 1,502,942 | |
Transaction processing | | | 976,067 | | | | (1,003,459 | ) | | | — | | | | 27,392 | | | | (3 | ) | | | — | |
Specialty insurance | | | 97,708 | | | | — | | | | — | | | | — | | | | | | | | 97,708 | |
Interest and investments income | | | 48,152 | | | | (1,430 | ) | | | (39 | ) | | | — | | | | | | | | 46,683 | |
Realized gains and losses | | | 5,625 | | | | (1,016 | ) | | | — | | | | — | | | | | | | | 4,609 | |
Other income | | | 14,040 | | | | — | | | | (2,108 | ) | | | — | | | | | | | | 11,932 | |
| | |
Total revenue | | $ | 2,644,769 | | | | ($1,024,393 | ) | | | (2,147 | ) | | $ | 45,645 | | | | | | | $ | 1,663,874 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Personnel costs | | | 891,841 | | | | (415,992 | ) | | | (666 | ) | | | 6,697 | | | | (4 | ) | | | 481,880 | |
Other operating expenses | | | 602,061 | | | | (342,541 | ) | | | (234 | ) | | | 20,695 | | | | (4 | ) | | | 273,281 | |
| | | | | | | | | | | | | | | (6,700 | ) | | | (5 | ) | | | | |
Agent commissions | | | 529,082 | | | | — | | | | — | | | | 18,253 | | | | (6 | ) | | | 547,335 | |
Depreciation and amortization | | | 137,969 | | | | (110,374 | ) | | | (6 | ) | | | — | | | | | | | | 27,589 | |
Provision for claim losses | | | 124,075 | | | | (120 | ) | | | — | | | | — | | | | | | | | 123,955 | |
Interest expense | | | 62,960 | | | | (49,033 | ) | | | (915 | ) | | | 198 | | | | (7 | ) | | | 13,210 | |
| | |
Total expenses | | | 2,347,988 | | | | (918,060 | ) | | | (1,821 | ) | | | 39,143 | | | | | | | | 1,467,250 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 296,781 | | | | (106,333 | ) | | | (326 | ) | | | 6,502 | | | | | | | | 196,624 | |
Income tax expense | | | 110,402 | | | | (40,621 | ) | | | 378 | | | | (357 | ) | | | | | | | 69,802 | |
Minority interest | | | 53,758 | | | | 317 | | | | — | | | | (52,304 | ) | | | (8 | ) | | | 1,771 | |
| | |
Net income | | $ | 132,621 | | | | ($66,029 | ) | | | (704 | ) | | $ | 59,163 | | | | | | | $ | 125,051 | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-basic | | | | | | | | | | | | | | | | | | | | | | $ | 0.57 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Pro forma weighted average shares-basic | | | | | | | | | | | | | | | | | | | | | | | 219,000 | (9) |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | | | | | | | | | | | | | | | | | | | | | $ | 0.56 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Pro forma weighted average shares-diluted | | | | | | | | | | | | | | | | | | | | | | | 222,000 | (9) |
| | | | | | | | | | | | | | | | | | | | | | | |
FIDELITY NATIONAL FINANCIAL, INC.
UNAUDITED PRO FORMA SUMMARY OF EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 2006
(In thousands except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | FNF Capital | | | | | | | | | | | |
| | | | | | | | | | pro forma | | | Other Pro | | | | | | | | |
| | Historical | | | FIS pro forma | | | adjustments | | | Forma | | | | | | | FNF | |
| | FNF | | | adjustments(1) | | | (2) | | | Adjustments | | | Notes | | | Pro Forma | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total title and escrow | | $ | 2,831,680 | | | | ($37,103 | ) | | | — | | | $ | 36,868 | | | | (3) | | | $ | 2,831,445 | |
Transaction processing | | | 1,819,266 | | | | (1,885,779 | ) | | | — | | | | 66,513 | | | | (3) | | | | — | |
Specialty insurance | | | 204,451 | | | | — | | | | — | | | | — | | | | | | | | 204,451 | |
Interest and investments income | | | 99,515 | | | | (3,139 | ) | | | (58 | ) | | | — | | | | | | | | 96,318 | |
Realized gains and losses | | | 17,555 | | | | (2,039 | ) | | | — | | | | — | | | | | | | | 15,516 | |
Other income | | | 26,801 | | | | — | | | | (4,371 | ) | | | — | | | | | | | | 22,430 | |
| | |
Total revenue | | $ | 4,999,268 | | | | ($1,928,060 | ) | | | (4,429 | ) | | $ | 103,381 | | | | | | | $ | 3,170,160 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Personnel costs | | | 1,769,772 | | | | (829,212 | ) | | | (1,536 | ) | | | 11,932 | | | | (4) | | | | 950,956 | |
Other operating expenses | | | 1,095,405 | | | | (628,605 | ) | | | (397 | ) | | | 54,581 | | | | (4) | | | | 514,284 | |
| | | | | | | | | | | | | | | (6,700 | ) | | | (5) | | | | | |
Agent commissions | | | 998,789 | | | | — | | | | — | | | | 36,868 | | | | (6) | | | | 1,035,657 | |
Depreciation and amortization | | | 262,600 | | | | (207,169 | ) | | | (13 | ) | | | — | | | | | | | | 55,418 | |
Provision for claim losses | | | 238,567 | | | | (185 | ) | | | — | | | | — | | | | | | | | 238,382 | |
Interest expense | | | 117,605 | | | | (92,301 | ) | | | (1,758 | ) | | | 357 | | | | (7) | | | | 23,903 | |
| | |
Total expenses | | | 4,482,738 | | | | (1,757,472 | ) | | | (3,704 | ) | | | 97,038 | | | | | | | | 2,818,600 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 516,530 | | | | (170,588 | ) | | | (725 | ) | | | 6,343 | | | | | | | | 351,560 | |
Income tax expense | | | 192,149 | | | | (65,207 | ) | | | 206 | | | | (2,344 | ) | | | | | | | 124,804 | |
Minority interest | | | 85,389 | | | | 6 | | | | — | | | | (82,518 | ) | | | (8) | | | | 2,877 | |
| | |
Net income | | $ | 238,992 | | | | ($105,387 | ) | | | (931 | ) | | $ | 91,205 | | | | | | | $ | 223,879 | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-basic | | | | | | | | | | | | | | | | | | | | | | $ | 1.02 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Pro forma weighted average shares-basic | | | | | | | | | | | | | | | | | | | | | | | 219,000 | (9) |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share-diluted | | | | | | | | | | | | | | | | | | | | | | $ | 1.01 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Pro forma weighted average shares-diluted | | | | | | | | | | | | | | | | | | | | | | | 222,000 | (9) |
| | | | | | | | | | | | | | | | | | | | | | | |
FIDELITY NATIONAL FINANCIAL, INC.
NOTES TO UNAUDITED PRO FORMA SUMMARY OF EARNINGS
Notes to Unaudited Pro Forma Summary of Earnings for the Three-Month and Six-Month Periods Ended June 30, 2006
This pro forma summary of earnings includes the historical statements of continuing operations of FNF and removes the results of operations of FIS, FNF Capital and FNF minority interest expense relating to FIS and FNT, as though the reorganization transaction that occurred in the fourth quarter of 2006 had occurred on January 1, 2006.
(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 column represents the historical results of operations of FNF Capital as included in FNF’s consolidated results of operations for the periods presented. |
|
(3) | | 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 $45.6 million and $103.4 million, respectively, for the three-month and six-month periods ended June 30, 2006. |
|
(4) | | This represents the intercompany expenses related to various agreements that were eliminated in the consolidated results of operations of FNF, but are third-party expenses subsequent to the reorganization transaction. These expenses amounted to $27.4 million and $66.5 million, respectively, for the three-month and six-month periods ended June 30, 2006. |
|
(5) | | This represents transaction costs related to the reorganization, all of which have been excluded from the pro forma summary of earnings. These costs amounted to $6.7 million for the three-month and six-month periods ended June 30, 2006. |
|
(6) | | This represents the additional agent commissions paid by FNF to FIS that were previously eliminated in the consolidated results of FNF, but are a third-party expense subsequent to the reorganization transaction. These commissions amounted to $18.3 million and $36.9 million, respectively, for the three-month and six-month periods ended June 30, 2006. |
|
(7) | | This represents intercompany interest expense that is a third-party expense subsequent to the reorganization transaction. These expenses amounted to $0.2 million and $0.4 million, respectively, for the three-month and six-month periods ended June 30, 2006. |
|
(8) | | This represents the elimination of the minority interest expense recorded by FNF relating to its earnings in FIS and FNT. Minority interest expense relating to FIS was $31.9 million and $48.3 million, respectively, for the three-month and six-month periods ended June 30, 2006. Minority interest relating to FNT was $20.4 million and $34.2 million, respectively, for the three-month and six-month periods ended June 30, 2006. |
|
(9) | | Amounts presented approximate the actual number of basic and diluted weighted average shares outstanding subsequent to the reorganization transaction. |
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