United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
May 3, 2017
Fidelity National Financial, Inc.
(Exact name of Registrant as Specified in its Charter)
001-32630
(Commission File Number)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 16-1725106 (IRS Employer Identification Number) | |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal Executive Offices)
(904) 854-8100
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. | Results of Operations and Financial Condition | |
On May 3, 2017, Fidelity National Financial, Inc. (the "Company") issued an earnings release announcing its financial results for the First Quarter of 2017. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
A copy of the FNF Core and FNFV earnings releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |
On May 3, 2017, the Board of Directors of the Company adopted a resolution increasing the size of the Company’s Board of Directors to thirteen, and elected Heather H. Murren to serve on our Board of Directors. Ms. Murren will serve in Class I of our Board of Directors, and her term will expire at the annual meeting of our shareholders to be held in 2018. At this time, Ms. Murren has not been appointed to any committee of our Board.
Ms. Murren is a private investor and a retired Managing Director and group head of Global Securities and Economics at Merrill Lynch, formally retiring in 2002 after more than a decade on Wall Street. In 2002, Ms. Murren founded the nonprofit Nevada Cancer Institute, a cancer research and treatment center, where she served as Chairman and CEO and then as a board member until the institute merged into Roseman University in 2013. She was appointed by Congress to serve on the Financial Crisis Inquiry Commission from 2009 to 2011. The Commission’s findings, “The Financial Crisis Inquiry Report” was listed on the New York Times bestseller list. Ms. Murren was appointed and served as a Commissioner on the White House Commission on Enhancing National Cybersecurity in 2016. The Commissions’ findings were presented to President Obama in December 2016. She serves on the Board of Trustees of the Johns Hopkins University and the Johns Hopkins University Applied Physics Laboratory and formerly served on the board of Mannkind Corporation.
Ms. Murren is not a party to any related party transactions with the Company. She will receive customary compensation paid to our non-employee directors.
Item 9.01. | Financial Statements and Exhibits | |
(d) Exhibits
Exhibit | Description | ||||
99.1 | Press release announcing FNF Core First Quarter 2017 Earnings. | ||||
99.2 | Press release announcing FNFV First Quarter 2017 Earnings. | ||||
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.
Fidelity National Financial, Inc. | |||||
Date: | May 3, 2017 | By: | /s/ Anthony J. Park | ||
Name: | Anthony J. Park | ||||
Title: | Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit | Description | ||||
99.1 | Press release announcing FNF Core First Quarter 2017 Earnings. | ||||
99.2 | Press release announcing FNFV First Quarter 2017 Earnings. | ||||
FNF Group Reports First Quarter 2017 Diluted EPS of $0.25 and Adjusted Diluted EPS of $0.42, Pre-Tax Title Margin of 9.6% and Adjusted Pre-Tax Title Margin of 11.1%
Jacksonville, Fla. - (May 3, 2017) - Fidelity National Financial, Inc. today reported the operating results of FNF Group (NYSE:FNF), a leading provider of title insurance, technology and transaction services to the real estate and mortgage industries, for the three-month period ended March 31, 2017.
• | Total revenue of approximately $1.9 billion in the first quarter versus $1.7 billion in the first quarter of 2016 |
• | First quarter net earnings of $71 million and adjusted net earnings of $118 million versus net earnings of $73 million and adjusted net earnings of $94 million for the first quarter of 2016 |
• | First quarter diluted EPS of $0.25 and adjusted diluted EPS of $0.42 versus diluted EPS of $0.26 and adjusted diluted EPS of $0.33 in the first quarter of 2016 |
• | First quarter net cash flow used in operations of $11 million versus net cash flow provided by operations of $73 million in the first quarter of 2016 |
Title
• | Approximately $1.6 billion in total revenue, a 9% increase over the approximately $1.4 billion in total revenue in the first quarter of 2016 |
• | Pre-tax earnings of $151 million and adjusted pre-tax earnings of $175 million versus pre-tax earnings of $121 million and adjusted pre-tax earnings of $142 million in the first quarter of 2016 |
• | Pre-tax title margin of 9.6% and adjusted pre-tax title margin of 11.1% versus pre-tax title margin of 8.4% and adjusted pre-tax title margin of 9.8% in the first quarter of 2016 |
• | Open orders per day of 7,613 for the first quarter versus 8,339 open orders per day for the first quarter of 2016 |
• | Closed orders per day of 5,387 for the first quarter versus 5,194 closed orders per day for the first quarter of 2016 |
• | First quarter purchase orders opened and closed increased by 6% and 11%, respectively, versus the first quarter of 2016 |
• | Total commercial revenue of $224 million, a 6% increase over total commercial revenue in the first quarter of 2016, driven by a 2% decrease in closed orders and a 9% increase in total commercial fee per file; first quarter total commercial open orders increased 2% compared to the prior year; first quarter national commercial title revenue of $127 million, a 5% increase from the first quarter of 2016, driven by a 6% increase in closed orders and a 1% decline in the national commercial fee per file; first quarter national commercial open orders increased by 9% |
• | Overall first quarter average fee per file of $2,148, a 6% increase versus the first quarter of 2016 |
Title Orders
Direct Orders Opened * | Direct Orders Closed * | |||||||
Month | / (% Purchase) | / (% Purchase) | ||||||
January 2017 | 144,000 | 62% | 112,000 | 53% | ||||
February 2017 | 145,000 | 64% | 99,000 | 57% | ||||
March 2017 | 183,000 | 65% | 123,000 | 64% | ||||
First Quarter 2017 | 472,000 | 64% | 334,000 | 58% | ||||
1
Direct Orders Opened * | Direct Orders Closed * | |||||||
Month | / (% Purchase) | / (% Purchase) | ||||||
January 2016 | 139,000 | 57% | 94,000 | 55% | ||||
February 2016 | 182,000 | 52% | 99,000 | 55% | ||||
March 2016 | 196,000 | 57% | 129,000 | 53% | ||||
First Quarter 2016 | 517,000 | 55% | 322,000 | 55% | ||||
* Includes an immaterial number of non-purchase and non-refinance orders
Open | Closed | Commercial | |||||||||||||
Commercial | Commercial | Revenue | Commercial | ||||||||||||
Orders | Orders | (In millions) | Fee Per File | ||||||||||||
First Quarter 2017 - Total Commercial | 49,400 | 30,000 | $224 | $7,500 | |||||||||||
First Quarter 2016 - Total Commercial | 48,500 | 30,700 | $211 | $6,900 | |||||||||||
First Quarter 2017 - National Commercial | 21,100 | 11,200 | $127 | $11,300 | |||||||||||
First Quarter 2016 - National Commercial | 19,300 | 10,600 | $121 | $11,400 | |||||||||||
BKFS
• | Revenue of $256 million, led by Servicing Technology revenue of approximately $183 million |
• | Pre-tax earnings of $41 million, equal to the first quarter of 2016 |
• | Adjusted EBITDA of $114 million, a $7 million, or 7%, increase over the first quarter of 2016 and an adjusted EBITDA margin of 46.0%, a 90 basis point increase over the first quarter of 2016 |
“This first quarter was a strong start to 2017," said Chairman William P. Foley, II. "We generated an 11.1% adjusted pre-tax title margin, our strongest first quarter pre-tax title margin since 2013. Additionally, adjusted pre-tax title earnings of $175 million were the largest amount of first quarter adjusted pre-tax title earnings in the history of the company. We expect the residential purchase and commercial markets to drive our performance in 2017, and they did just that in the first quarter, as residential open and closed purchase orders increased 6% and 11%, respectively, in the quarter and total commercial revenue grew by 6% versus the strong first quarter of 2016. We expect seasonal acceleration in the title business over the next few quarters and look forward to continued strong, industry-leading performance from our title insurance business.
“Black Knight continues to perform to our expectations, generating revenue of $256 million and adjusted EBITDA of $114 million, for a 46.0% adjusted EBITDA margin. FNF's Black Knight ownership stake is currently worth more than $3.5 billion, or approximately $12.50 per FNF share. Finally, we are continuing to focus on completing the necessary filings, shareholder votes and other closing conditions for the Black Knight distribution. We remain on track and expect a third quarter closing of the Black Knight distribution."
Conference Call
We will host a call with investors and analysts to discuss first quarter 2017 FNF Group results on Thursday, May 4, 2017, beginning at 11:30 a.m. Eastern Time. A live webcast of the conference call will be available on the Events and Multimedia page of the FNF Investor Relations website at www.fnf.com. The conference call replay will be available via webcast through the FNF Investor Relations website at www.fnf.com. The telephone replay will be available from 1:30 p.m. Eastern time on May 4, 2017, through May 11, 2017, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 421930.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. is organized into two groups, FNF Group (NYSE: FNF) and FNFV Group (NYSE: FNFV). FNF is a leading provider of title insurance, technology and transaction services to the real estate and mortgage industries. FNF is the nation’s largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title, Alamo Title and National Title of New York - that collectively issue more title insurance policies than any other title company in the United States. FNF also provides industry-leading mortgage technology solutions and transaction services, including MSP®, the leading residential mortgage servicing technology platform in the U.S., through its majority-owned subsidiaries, Black Knight Financial Services, Inc. and ServiceLink Holdings, LLC. FNFV holds majority and minority equity investment stakes in a number of entities, including American Blue Ribbon Holdings, LLC, Ceridian HCM, Inc., Digital Insurance, Inc. and Del Frisco's Restaurant Group, Inc. More information about FNF and FNFV can be found at www.fnf.com.
2
Use of Non-GAAP Financial Information
Generally Accepted Accounting Principles (GAAP) is the term used to refer to the standard framework of guidelines for financial accounting. GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing transactions and in the preparation of financial statements. In addition to reporting financial results in accordance with GAAP, the Company has provided non-GAAP financial measures, which it believes are useful to help investors better understand its financial performance, competitive position and prospects for the future. These non-GAAP measures include earnings before interest, taxes and depreciation and amortization (EBITDA), adjusted earnings before interest, taxes and depreciation and amortization (Adjusted EBITDA), adjusted earnings before interest, taxes and depreciation as a percent of adjusted revenue (Adjusted EBITDA margin), adjusted net earnings and adjusted EPS.
Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings. Further, FNF's non-GAAP measures may be calculated differently from similarly titled measures of other companies. Reconciliations of these non-GAAP measures to related GAAP measures are provided below.
Forward-Looking Statements and Risk Factors
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future 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 financial and operating results 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: our ability to successfully achieve the conditions to and consummate the plans to distribute shares of Black Knight Financial Services and redeem and exchange the FNFV tracking stock with the result being an independent, publicly-traded FNFV common stock; changes in general economic, business and political conditions, including changes in the financial markets; weakness or 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 distributions from our title insurance underwriters as a main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries.
This press release should be read in conjunction with the press release filed for the results of FNFV on this same date as well as the risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-Q, 10-K and other filings with the Securities and Exchange Commission.
FNF-E
SOURCE: Fidelity National Financial, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President and Treasurer, 904-854-8120, dkmurphy@fnf.com
3
FNF GROUP
FIRST QUARTER SEGMENT INFORMATION
(In millions, except order information in thousands) (Unaudited)
Total FNF Group | Title | BKFS | FNF Group Corporate and Other | |||||||||||||
Three Months Ended | ||||||||||||||||
March 31, 2017 | ||||||||||||||||
Direct title premiums | $ | 465 | $ | 465 | $ | — | $ | — | ||||||||
Agency title premiums | 583 | 583 | — | — | ||||||||||||
Escrow, title related and other fees (1) | 819 | 496 | 258 | 65 | ||||||||||||
Total title and escrow | 1,867 | 1,544 | 258 | 65 | ||||||||||||
Interest and investment income | 28 | 28 | — | — | ||||||||||||
Realized gains and losses, net | (6 | ) | (2 | ) | (2 | ) | (2 | ) | ||||||||
Total revenue | 1,889 | 1,570 | 256 | 63 | ||||||||||||
Personnel costs | 669 | 548 | 101 | 20 | ||||||||||||
Agent commissions | 446 | 446 | — | — | ||||||||||||
Other operating expenses | 435 | 335 | 45 | 55 | ||||||||||||
Depreciation and amortization | 96 | 38 | 53 | 5 | ||||||||||||
Claim loss expense | 52 | 52 | — | — | ||||||||||||
Interest expense | 31 | — | 16 | 15 | ||||||||||||
Total expenses | 1,729 | 1,419 | 215 | 95 | ||||||||||||
Pre-tax earnings (loss) from continuing operations | $ | 160 | $ | 151 | $ | 41 | $ | (32 | ) | |||||||
Non-GAAP adjustments before taxes | ||||||||||||||||
Realized (gains) and losses, net | 6 | 2 | 2 | 2 | ||||||||||||
Deferred revenue add back | 1 | — | 1 | — | ||||||||||||
Purchase price amortization | 48 | 22 | 22 | 4 | ||||||||||||
IPO costs | 1 | — | 1 | — | ||||||||||||
Total non-GAAP adjustments before taxes | $ | 56 | $ | 24 | $ | 26 | $ | 6 | ||||||||
Adjusted pre-tax earnings (loss) from continuing operations | $ | 216 | $ | 175 | $ | 67 | $ | (26 | ) | |||||||
Adjusted pre-tax margin from continuing operations | 11.4 | % | 11.1 | % | 25.9 | % | — | |||||||||
Purchase price amortization | (48 | ) | (22 | ) | (22 | ) | (4 | ) | ||||||||
Depreciation and amortization | 96 | 38 | 53 | 5 | ||||||||||||
Interest expense | 31 | — | 16 | 15 | ||||||||||||
Adjusted EBITDA | $ | 295 | $ | 191 | $ | 114 | $ | (10 | ) | |||||||
Adjusted EBITDA margin | 15.6 | % | 12.2 | % | 46.0 | % | — | |||||||||
1. | BKFS also reported adjusted revenue of $259.5 million, which includes $1.3 million of deferred revenue |
4
FNF GROUP
FIRST QUARTER SEGMENT INFORMATION
(In millions, except order information in thousands)
(Unaudited)
Total FNF Group | Title | BKFS | FNF Group Corporate and Other | |||||||||||||
Three Months Ended | ||||||||||||||||
March 31, 2017 | ||||||||||||||||
Pre-tax earnings (loss) from continuing operations | $ | 160 | $ | 151 | $ | 41 | $ | (32 | ) | |||||||
Income tax expense (benefit) | 80 | 78 | 13 | (11 | ) | |||||||||||
Earnings from equity investments | 2 | 2 | — | — | ||||||||||||
Non-controlling interests | 11 | (1 | ) | 12 | — | |||||||||||
Net earnings (loss) attributable to FNF Group common shareholders | $ | 71 | $ | 76 | $ | 16 | $ | (21 | ) | |||||||
EPS attributable to FNF Group common shareholders - basic | $ | 0.26 | $ | 0.28 | $ | 0.06 | $ | (0.08 | ) | |||||||
EPS attributable to FNF Group common shareholders - diluted | $ | 0.25 | $ | 0.27 | $ | 0.06 | $ | (0.08 | ) | |||||||
FNF Group weighted average shares - basic | 271 | |||||||||||||||
FNF Group weighted average shares - diluted | 279 | |||||||||||||||
Net earnings (loss) attributable to FNF Group common shareholders | $ | 71 | $ | 76 | $ | 16 | $ | (21 | ) | |||||||
Total non-GAAP, pre-tax adjustments | $ | 56 | $ | 24 | $ | 26 | $ | 6 | ||||||||
Income taxes on non-GAAP adjustments | (20 | ) | (8 | ) | (10 | ) | (2 | ) | ||||||||
Noncontrolling interest on non-GAAP adjustments | (10 | ) | (3 | ) | (7 | ) | — | |||||||||
Nondeductible income taxes on consent order settlement | 21 | 21 | — | — | ||||||||||||
Total non-GAAP adjustments | $ | 47 | $ | 34 | $ | 9 | $ | 4 | ||||||||
Adjusted net earnings (loss) attributable to FNF Group common shareholders | $ | 118 | $ | 110 | $ | 25 | $ | (17 | ) | |||||||
Adjusted EPS attributable to FNF Group common shareholders - diluted | $ | 0.42 | $ | 0.39 | $ | 0.09 | $ | (0.06 | ) | |||||||
Direct orders opened (000's) | 472 | 472 | ||||||||||||||
Direct orders closed (000's) | 334 | 334 | ||||||||||||||
Fee per file | $ | 2,148 | $ | 2,148 | ||||||||||||
Actual title claims paid | $ | 51 | $ | 51 | ||||||||||||
Cash flows used in operations | $ | (11 | ) | |||||||||||||
5
FNF GROUP
FIRST QUARTER SEGMENT INFORMATION
(In millions, except order information in thousands)
(Unaudited)
Total FNF Group | Title | BKFS | FNF Group Corporate and Other | |||||||||||||
Three Months Ended | ||||||||||||||||
March 31, 2016 | ||||||||||||||||
Direct title premiums | $ | 422 | $ | 422 | $ | — | $ | — | ||||||||
Agency title premiums | 530 | 530 | — | — | ||||||||||||
Escrow, title related and other fees (1) | 741 | 466 | 242 | 33 | ||||||||||||
Total title and escrow | 1,693 | 1,418 | 242 | 33 | ||||||||||||
Interest and investment income | 29 | 29 | — | — | ||||||||||||
Realized gains and losses, net | (3 | ) | — | — | (3 | ) | ||||||||||
Total revenue | 1,719 | 1,447 | 242 | 30 | ||||||||||||
Personnel costs | 614 | 506 | 96 | 12 | ||||||||||||
Agent commissions | 402 | 402 | — | — | ||||||||||||
Other operating expenses | 405 | 331 | 41 | 33 | ||||||||||||
Depreciation and amortization | 85 | 35 | 48 | 2 | ||||||||||||
Claim loss expense | 52 | 52 | — | — | ||||||||||||
Interest expense | 31 | — | 16 | 15 | ||||||||||||
Total expenses | 1,589 | 1,326 | 201 | 62 | ||||||||||||
Pre-tax earnings (loss) from continuing operations | $ | 130 | $ | 121 | $ | 41 | $ | (32 | ) | |||||||
Non-GAAP adjustments before taxes | ||||||||||||||||
Realized (gains) and losses, net | 3 | — | — | 3 | ||||||||||||
Deferred revenue add back and management fee | 2 | — | 2 | — | ||||||||||||
Purchase price amortization | 41 | 21 | 20 | — | ||||||||||||
Total non-GAAP adjustments before taxes | $ | 46 | $ | 21 | $ | 22 | $ | 3 | ||||||||
Adjusted pre-tax earnings (loss) from continuing operations | $ | 176 | $ | 142 | $ | 63 | $ | (29 | ) | |||||||
Adjusted pre-tax margin from continuing operations | 10.2 | % | 9.8 | % | 25.8 | % | — | |||||||||
Purchase price amortization | (41 | ) | (21 | ) | (20 | ) | — | |||||||||
Depreciation and amortization | 85 | 35 | 48 | 2 | ||||||||||||
Interest expense | 31 | — | 16 | 15 | ||||||||||||
Adjusted EBITDA | $ | 251 | $ | 156 | $ | 107 | $ | (12 | ) | |||||||
Adjusted EBITDA margin | 14.6 | % | 10.8 | % | 45.1 | % | — | |||||||||
1. | BKFS also reported adjusted revenue of $244 million, which includes $2 million of deferred revenue |
6
FNF GROUP
FIRST QUARTER SEGMENT INFORMATION
(In millions, except order information in thousands)
(Unaudited)
Total FNF Group | Title | BKFS | FNF Group Corporate and Other | |||||||||||||
Three Months Ended | ||||||||||||||||
March 31, 2016 | ||||||||||||||||
Pre-tax earnings (loss) from continuing operations | $ | 130 | $ | 121 | $ | 41 | $ | (32 | ) | |||||||
Income tax expense (benefit) | 50 | 45 | 14 | (9 | ) | |||||||||||
Earnings from equity investments | 3 | 3 | — | — | ||||||||||||
Non-controlling interests | 10 | (2 | ) | 12 | — | |||||||||||
Net earnings (loss) attributable to FNF Group common shareholders | $ | 73 | $ | 81 | $ | 15 | $ | (23 | ) | |||||||
EPS attributable to FNF Group common shareholders - basic | $ | 0.27 | $ | 0.30 | $ | 0.05 | $ | (0.08 | ) | |||||||
EPS attributable to FNF Group common shareholders - diluted | $ | 0.26 | $ | 0.29 | $ | 0.05 | $ | (0.08 | ) | |||||||
FNF Group weighted average shares - basic | 274 | |||||||||||||||
FNF Group weighted average shares - diluted | 281 | |||||||||||||||
Net earnings (loss) attributable to FNF Group common shareholders | $ | 73 | $ | 81 | $ | 15 | $ | (23 | ) | |||||||
Total non-GAAP, pre-tax adjustments | $ | 46 | $ | 21 | $ | 22 | $ | 3 | ||||||||
Income taxes on non-GAAP adjustments | (15 | ) | (6 | ) | (8 | ) | (1 | ) | ||||||||
Noncontrolling interest on non-GAAP adjustments | (10 | ) | (4 | ) | (6 | ) | — | |||||||||
Total non-GAAP adjustments | $ | 21 | $ | 11 | $ | 8 | $ | 2 | ||||||||
Adjusted net earnings (loss) attributable to FNF Group common shareholders | $ | 94 | $ | 92 | $ | 23 | $ | (21 | ) | |||||||
Adjusted EPS attributable to FNF Group common shareholders - diluted | $ | 0.33 | $ | 0.33 | $ | 0.08 | $ | (0.08 | ) | |||||||
Direct orders opened (000's) | 517 | 517 | ||||||||||||||
Direct orders closed (000's) | 322 | 322 | ||||||||||||||
Fee per file | $ | 2,032 | $ | 2,032 | ||||||||||||
Actual title claims paid | $ | 40 | $ | 40 | ||||||||||||
Cash flows provided by operations | $ | 73 | ||||||||||||||
7
FNF GROUP
QUARTERLY OPERATING STATISTICS
(Unaudited)
Q1 2017 | Q4 2016 | Q3 2016 | Q2 2016 | Q1 2016 | Q4 2015 | Q3 2015 | Q2 2015 | |||||||||||||||||||||||||
Quarterly Open Orders ('000's except % data) | ||||||||||||||||||||||||||||||||
Total open orders* | 472 | 474 | 616 | 577 | 517 | 441 | 514 | 560 | ||||||||||||||||||||||||
Total open orders per day* | 7.6 | 7.6 | 9.6 | 9.0 | 8.3 | 7.0 | 8.0 | 8.8 | ||||||||||||||||||||||||
Purchase % of open orders | 64 | % | 53 | % | 50 | % | 57 | % | 55 | % | 55 | % | 58 | % | 57 | % | ||||||||||||||||
Refinance % of open orders | 36 | % | 47 | % | 50 | % | 43 | % | 45 | % | 45 | % | 42 | % | 43 | % | ||||||||||||||||
Total closed orders* | 334 | 419 | 433 | 401 | 322 | 341 | 378 | 408 | ||||||||||||||||||||||||
Total closed orders per day* | 5.4 | 6.8 | 6.8 | 6.3 | 5.2 | 5.4 | 5.9 | 6.4 | ||||||||||||||||||||||||
Purchase % of closed orders | 58 | % | 51 | % | 54 | % | 58 | % | 55 | % | 58 | % | 60 | % | 54 | % | ||||||||||||||||
Refinance % of closed orders | 42 | % | 49 | % | 46 | % | 42 | % | 45 | % | 42 | % | 40 | % | 46 | % | ||||||||||||||||
Commercial (millions, except orders in '000's) | ||||||||||||||||||||||||||||||||
Total commercial revenue | $ | 224 | $ | 285 | $ | 233 | $ | 244 | $ | 211 | $ | 303 | $ | 258 | $ | 258 | ||||||||||||||||
Total commercial open orders | 49.4 | 45.9 | 50.4 | 49.9 | 48.5 | 46.3 | 50.3 | 50.8 | ||||||||||||||||||||||||
Total commercial closed orders | 30.0 | 34.7 | 31.9 | 33.6 | 30.7 | 36.3 | 33.0 | 32.4 | ||||||||||||||||||||||||
National commercial revenue | $ | 127 | $ | 167 | $ | 130 | $ | 144 | $ | 121 | $ | 183 | $ | 146 | $ | 150 | ||||||||||||||||
National commercial open orders | 21.1 | 17.9 | 20.4 | 20.3 | 19.3 | 18.1 | 21.0 | 21.2 | ||||||||||||||||||||||||
National commercial closed orders | 11.2 | 12.8 | 11.7 | 11.6 | 10.6 | 13.4 | 12.2 | 12.5 | ||||||||||||||||||||||||
Total Fee Per File | ||||||||||||||||||||||||||||||||
Fee per file | $ | 2,148 | $ | 2,091 | $ | 2,015 | $ | 2,116 | $ | 2,032 | $ | 2,272 | $ | 2,133 | $ | 2,026 | ||||||||||||||||
Residential and local commercial fee per file | $ | 1,829 | $ | 1,746 | $ | 1,762 | $ | 1,809 | $ | 1,713 | $ | 1,806 | $ | 1,805 | $ | 1,711 | ||||||||||||||||
Residential fee per file | $ | 1,623 | $ | 1,538 | $ | 1,594 | $ | 1,645 | $ | 1,522 | $ | 1,548 | $ | 1,589 | $ | 1,514 | ||||||||||||||||
Total commercial fee per file | $ | 7,500 | $ | 8,200 | $ | 7,300 | $ | 7,300 | $ | 6,900 | $ | 8,300 | $ | 7,800 | $ | 8,000 | ||||||||||||||||
National commercial fee per file | $ | 11,300 | $ | 13,000 | $ | 11,100 | $ | 12,400 | $ | 11,400 | $ | 13,600 | $ | 12,000 | $ | 12,000 | ||||||||||||||||
Total Staffing | ||||||||||||||||||||||||||||||||
Total field operations employees | 11,000 | 11,100 | 11,400 | 10,900 | 10,900 | 10,700 | 11,000 | 10,900 | ||||||||||||||||||||||||
FNTG Only Quarterly Operating Statistics ('000's except fee per file and staffing) | ||||||||||||||||||||||||||||||||
Total open orders* | 407 | 395 | 518 | 484 | 429 | 360 | 422 | 458 | ||||||||||||||||||||||||
Total open orders per day* | 6.6 | 6.4 | 8.1 | 7.5 | 6.9 | 5.7 | 6.6 | 7.2 | ||||||||||||||||||||||||
Purchase % of open orders | 69 | % | 59 | % | 55 | % | 63 | % | 61 | % | 62 | % | 65 | % | 65 | % | ||||||||||||||||
Refinance % of open orders | 31 | % | 41 | % | 45 | % | 37 | % | 39 | % | 38 | % | 35 | % | 35 | % | ||||||||||||||||
Total closed orders* | 277 | 352 | 369 | 338 | 265 | 285 | 314 | 334 | ||||||||||||||||||||||||
Total closed orders per day* | 4.5 | 5.7 | 5.8 | 5.3 | 4.3 | 4.5 | 4.9 | 5.2 | ||||||||||||||||||||||||
Purchase % of closed orders | 63 | % | 55 | % | 58 | % | 63 | % | 60 | % | 63 | % | 66 | % | 61 | % | ||||||||||||||||
Refinance % of closed orders | 37 | % | 45 | % | 42 | % | 37 | % | 40 | % | 37 | % | 34 | % | 39 | % | ||||||||||||||||
Fee per file | $ | 2,395 | $ | 2,313 | $ | 2,205 | $ | 2,337 | $ | 2,261 | $ | 2,521 | $ | 2,364 | $ | 2,264 | ||||||||||||||||
Total title field operations employees | 9,900 | 10,000 | 10,200 | 9,600 | 9,700 | 9,500 | 9,700 | 9,600 | ||||||||||||||||||||||||
ServiceLink Only Quarterly Operating Statistics ('000's except fee per file and staffing) | ||||||||||||||||||||||||||||||||
Revenue (millions) | $ | 192 | $ | 198 | $ | 205 | $ | 203 | $ | 195 | $ | 198 | $ | 220 | $ | 224 | ||||||||||||||||
Total open orders* | 65 | 79 | 98 | 93 | 87 | 81 | 92 | 102 | ||||||||||||||||||||||||
Total open orders per day* | 1.0 | 1.2 | 1.5 | 1.5 | 1.4 | 1.3 | 1.4 | 1.6 | ||||||||||||||||||||||||
Purchase % of open orders | 25 | % | 21 | % | 17 | % | 22 | % | 24 | % | 22 | % | 23 | % | 22 | % | ||||||||||||||||
Refinance % of open orders | 75 | % | 79 | % | 83 | % | 78 | % | 76 | % | 78 | % | 77 | % | 78 | % | ||||||||||||||||
Total closed orders* | 57 | 67 | 64 | 63 | 57 | 56 | 64 | 74 | ||||||||||||||||||||||||
Total closed orders per day* | 0.9 | 1.1 | 1.0 | 1.0 | 0.9 | 0.9 | 1.0 | 1.2 | ||||||||||||||||||||||||
Purchase % of closed orders | 30 | % | 24 | % | 27 | % | 27 | % | 28 | % | 31 | % | 26 | % | 21 | % | ||||||||||||||||
Refinance % of closed orders | 70 | % | 76 | % | 73 | % | 73 | % | 72 | % | 69 | % | 74 | % | 79 | % | ||||||||||||||||
Fee per file | $ | 950 | $ | 932 | $ | 916 | $ | 940 | $ | 972 | $ | 1,003 | $ | 987 | $ | 958 | ||||||||||||||||
Total ServiceLink operations employees | 1,100 | 1,100 | 1,200 | 1,300 | 1,200 | 1,200 | 1,300 | 1,300 | ||||||||||||||||||||||||
* Includes an immaterial number of non-purchase and non-refinance orders
8
FNF GROUP
SUMMARY BALANCE SHEET INFORMATION
(In millions)
FNF Group March 31, 2017 | FNF Group December 31, 2016 | |||||||||
(Unaudited) | (Unaudited) | |||||||||
Cash and investment portfolio | $ | 4,660 | $ | 4,965 | ||||||
Goodwill | 4,869 | 4,859 | ||||||||
Title plant | 395 | 395 | ||||||||
Total assets | 12,755 | 13,063 | ||||||||
Notes payable | 2,463 | 2,513 | ||||||||
Reserve for title claim losses | 1,484 | 1,487 | ||||||||
Secured trust deposits | 748 | 860 | ||||||||
Redeemable non-controlling interests | 344 | 344 | ||||||||
Non-redeemable non-controlling interests | 797 | 786 | ||||||||
Total equity and redeemable non-controlling interests | 6,203 | 6,210 | ||||||||
Total equity attributable to common shareholders | 5,062 | 5,080 | ||||||||
FNF Group March 31, 2017 | FNFV March 31, 2017 | Consolidated March 31, 2017 | Consolidated December 31, 2016 | |||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||
Cash and investment portfolio | $ | 4,660 | $ | 662 | $ | 5,322 | $ | 5,607 | ||||||||||||
Goodwill | 4,869 | 216 | 5,085 | 5,065 | ||||||||||||||||
Title plant | 395 | — | 395 | 395 | ||||||||||||||||
Total assets | 12,755 | 1,423 | 14,178 | 14,463 | ||||||||||||||||
Notes payable | 2,463 | 259 | 2,722 | 2,746 | ||||||||||||||||
Reserve for title claim losses | 1,484 | — | 1,484 | 1,487 | ||||||||||||||||
Secured trust deposits | 748 | — | 748 | 860 | ||||||||||||||||
Redeemable non-controlling interests | 344 | — | 344 | 344 | ||||||||||||||||
Non-redeemable non-controlling interests | 797 | 114 | 911 | 902 | ||||||||||||||||
Total equity and redeemable non-controlling interests | 6,203 | 1,031 | 7,234 | 7,242 | ||||||||||||||||
Total equity attributable to common shareholders | 5,062 | 917 | 5,979 | 5,996 | ||||||||||||||||
9
Fidelity National Financial, Inc.
CONSOLIDATED SUMMARY OF EARNINGS
(In millions)
(Unaudited)
Three Months Ended | |||||||||||
March 31, 2017 | |||||||||||
Consolidated | Core | FNFV | |||||||||
Direct title premiums | $ | 465 | $ | 465 | $ | — | |||||
Agency title premiums | 583 | 583 | — | ||||||||
Total title premiums | 1,048 | 1,048 | — | ||||||||
Escrow, title-related and other fees | 868 | 819 | 49 | ||||||||
Total title and escrow and other | 1,916 | 1,867 | 49 | ||||||||
Restaurant revenue | 273 | — | 273 | ||||||||
Interest and investment income | 29 | 28 | 1 | ||||||||
Realized gains and losses, net | (1 | ) | (6 | ) | 5 | ||||||
Total revenue | 2,217 | 1,889 | 328 | ||||||||
Personnel costs | 715 | 669 | 46 | ||||||||
Other operating expenses | 460 | 435 | 25 | ||||||||
Cost of restaurant revenue | 236 | — | 236 | ||||||||
Agent commissions | 446 | 446 | — | ||||||||
Depreciation and amortization | 112 | 96 | 16 | ||||||||
Title claim loss expense | 52 | 52 | — | ||||||||
Interest expense | 35 | 31 | 4 | ||||||||
Total expenses | 2,056 | 1,729 | 327 | ||||||||
Earnings from continuing operations before taxes | 161 | 160 | 1 | ||||||||
Income tax expense (benefit) | 78 | 80 | (2 | ) | |||||||
Earnings from continuing operations before equity investments | 83 | 80 | 3 | ||||||||
(Loss) earnings from equity investments | (2 | ) | 2 | (4 | ) | ||||||
Net earnings (loss) | 81 | 82 | (1 | ) | |||||||
Non-controlling interests | 9 | 11 | (2 | ) | |||||||
Net earnings attributable to common shareholders | $ | 72 | $ | 71 | $ | 1 | |||||
Cash flows provided by (used in) operations | 4 | (11 | ) | 15 | |||||||
10
Fidelity National Financial, Inc.
CONSOLIDATED SUMMARY OF EARNINGS
(In millions)
(Unaudited)
Three Months Ended | |||||||||||
March 31, 2016 | |||||||||||
Consolidated | Core | FNFV | |||||||||
Direct title premiums | $ | 422 | $ | 422 | $ | — | |||||
Agency title premiums | 530 | 530 | — | ||||||||
Total title premiums | 952 | 952 | — | ||||||||
Escrow, title-related and other fees | 779 | 741 | 38 | ||||||||
Total title and escrow and other | 1,731 | 1,693 | 38 | ||||||||
Restaurant revenue | 293 | — | 293 | ||||||||
Interest and investment income | 30 | 29 | 1 | ||||||||
Realized gains and losses, net | (6 | ) | (3 | ) | (3 | ) | |||||
Total revenue | 2,048 | 1,719 | 329 | ||||||||
Personnel costs | 652 | 614 | 38 | ||||||||
Other operating expenses | 432 | 405 | 27 | ||||||||
Cost of restaurant revenue | 245 | — | 245 | ||||||||
Agent commissions | 402 | 402 | — | ||||||||
Depreciation and amortization | 100 | 85 | 15 | ||||||||
Title claim loss expense | 52 | 52 | — | ||||||||
Interest expense | 34 | 31 | 3 | ||||||||
Total expenses | 1,917 | 1,589 | 328 | ||||||||
Earnings from continuing operations before taxes | 131 | 130 | 1 | ||||||||
Income tax expense (benefit) | 49 | 50 | (1 | ) | |||||||
Earnings from continuing operations before equity investments | 82 | 80 | 2 | ||||||||
Earnings (loss) from equity investments | 2 | 3 | (1 | ) | |||||||
Net earnings from continuing operations | 84 | 83 | 1 | ||||||||
Non-controlling interests | 10 | 10 | — | ||||||||
Net earnings attributable to common shareholders | $ | 74 | $ | 73 | $ | 1 | |||||
Cash flows provided by operations | 92 | 73 | 19 | ||||||||
###
11
FNFV Reports First Quarter 2017 Results With $917 Million Book Value of Portfolio Company Investments, or $13.80 Per Share
Jacksonville, Fla. -- (May 3, 2017) -- Fidelity National Financial, Inc. today reported the operating results for FNFV Group (NYSE:FNFV), a tracking stock established to highlight the inherent value of the portfolio companies of Fidelity National Financial, Inc., for the three month period ended March 31, 2017.
• | Total revenue of $328 million in the first quarter versus $329 million in the first quarter of 2016 |
• | First quarter diluted EPS of $0.01 versus diluted EPS of $0.01 in the first quarter of 2016 |
• | Pretax earnings of $1 million and EBITDA of $21 million for the first quarter versus pretax earnings of $1 million and EBITDA of $19 million for the first quarter of 2016 |
• | $160 million in holding company cash on March 31, 2017 |
• | Since the formation of FNFV in July 2014, more than 26 million shares of FNFV common stock have been repurchased for a total of more than $354 million; approximately 29% of the shares of FNFV common stock distributed in July 2014 have been repurchased |
Restaurant Group
• | $273 million in total revenue, pretax loss of $4 million, EBITDA of $9 million, and an EBITDA margin of 3.3% for the first quarter, versus $290 million in total revenue, pretax earnings of $0 million, EBITDA of $11 million, and an EBITDA margin of 3.8% in the first quarter of 2016 |
• | Same store sales decreased approximately 4% in the first quarter, as Ninety Nine same stores sales declined 0.8%, O'Charley's declined by 5.0%, Village Inn decreased 5.9% and Bakers Square fell by 6.7% |
One Digital
• | First quarter total revenue of nearly $47 million, a 28% increase over the first quarter of 2016; pretax earnings of $4.8 million; EBITDA of $11.4 million, a 37% increase over the first quarter of 2016; first quarter EBITDA margin of 24.4% |
Ceridian HCM
• | First quarter total revenue of approximately $187 million, a 4.7% increase over the first quarter of 2016, pretax loss of $9.2 million, EBITDA of $26.3 million, a 16% increase over the first quarter of 2016, and an EBITDA margin of 14.1% |
Monetization and Investment Initiatives
• | During the first quarter, we sold 1,882,441 shares of Del Frisco's common stock for total cash proceeds of approximately $31.6 million and a realized gain of $5.1 million |
“The first quarter was relatively quiet on the monetization front as we prepare for the exchange of the FNFV tracking stock in the third quarter," said Chairman William P. Foley, II. “However, in two transactions during the first quarter, we sold a total of 1,882,441 shares of Del Frisco's common stock for total cash proceeds of approximately $31.6 million, bringing our holdings in Del Frisco's down to 1,161,888 shares.
"We are continuing to focus on completing the necessary filings, shareholder votes and other closing conditions for the FNFV tracking stock exchange. As part of the exchange that we expect to complete in the third quarter, the newly formed public company is expected to be named Cannae Holdings, Inc. to more formally reflect its independence from FNF, with a new trading symbol of 'CNNE' currently on reserve with the New York Stock Exchange."
Conference Call
We will host a call with investors and analysts to discuss first quarter 2017 results of FNFV on Thursday, May 4, 2017, beginning at 12:30 p.m. Eastern Time. A live webcast of the conference call will be available on the Events and Multimedia page of the FNF Investor Relations website at www.fnf.com. The conference call replay will be available via webcast through the FNF Investor Relations website at www.fnf.com. The telephone replay will be available from 2:30 p.m. Eastern time on
1
May 4, 2017, through May 11, 2017, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 421932.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. is organized into two groups, FNF Group (NYSE: FNF) and FNFV Group (NYSE: FNFV). FNF is a leading provider of title insurance, technology and transaction services to the real estate and mortgage industries. FNF is the nation’s largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title, Alamo Title and National Title of New York - that collectively issue more title insurance policies than any other title company in the United States. FNF also provides industry-leading mortgage technology solutions and transaction services, including MSP®, the leading residential mortgage servicing technology platform in the U.S., through its majority-owned subsidiaries, Black Knight Financial Services, Inc. and ServiceLink Holdings, LLC. FNFV holds majority and minority equity investment stakes in a number of entities, including American Blue Ribbon Holdings, LLC, Ceridian HCM, Inc., Digital Insurance, Inc. and Del Frisco's Restaurant Group, Inc. More information about FNF and FNFV can be found at www.fnf.com.
Use of Non-GAAP Financial Information
Generally Accepted Accounting Principles (GAAP) is the term used to refer to the standard framework of guidelines for financial accounting. GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing transactions and in the preparation of financial statements. In addition to reporting financial results in accordance with GAAP, the Company has provided non-GAAP financial measures, which it believes are useful to help investors better understand its financial performance, competitive position and prospects for the future. These non-GAAP measures include earnings before interest, taxes and depreciation and amortization (EBITDA), and earnings before interest, taxes and depreciation as a percent of revenue (EBITDA margin).
Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings. Further, FNF's non-GAAP measures may be calculated differently from similarly titled measures of other companies. Reconciliations of these non-GAAP measures to related GAAP measures are provided below.
Forward-Looking Statements and Risk Factors
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future 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 financial and operating results 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: our ability to successfully achieve the conditions to and consummate the plan to redeem and exchange the FNFV tracking stock with the result being an independent, publicly-traded FNFV common stock; changes in general economic, business and political conditions, including changes in the financial markets; weakness or 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 distributions from our title insurance underwriters as a main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries.
This press release should be read in conjunction with the press release filed for the results of FNF Group on this same date as well as the risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-Q,10-K and other filings with the Securities and Exchange Commission.
FNF-E
SOURCE: Fidelity National Financial, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President and Treasurer, 904-854-8120, dkmurphy@fnf.com
2
FIDELITY NATIONAL FINANCIAL VENTURES
FIRST QUARTER SEGMENT INFORMATION
(In millions)
(Unaudited)
Total FNFV | Restaurant Group | FNFV Corporate and Other | ||||||||||
Three Months Ended | ||||||||||||
March 31, 2017 | ||||||||||||
Operating revenue | $ | 322 | $ | 273 | $ | 49 | ||||||
Interest and investment income | 1 | — | 1 | |||||||||
Realized gains and losses, net | 5 | — | 5 | |||||||||
Total revenue | 328 | 273 | 55 | |||||||||
Personnel costs | 46 | 13 | 33 | |||||||||
Other operating expenses | 25 | 15 | 10 | |||||||||
Cost of restaurant revenue | 236 | 236 | — | |||||||||
Depreciation and amortization | 16 | 11 | 5 | |||||||||
Interest expense | 4 | 2 | 2 | |||||||||
Total expenses | 327 | 277 | 50 | |||||||||
Pre-tax earnings (loss) from continuing operations | $ | 1 | $ | (4 | ) | $ | 5 | |||||
Income tax benefit | $ | (2 | ) | $ | — | $ | (2 | ) | ||||
Loss from equity investments | (4 | ) | — | (4 | ) | |||||||
Non-controlling interests | (2 | ) | (2 | ) | — | |||||||
Net earnings (loss) attributable to FNFV common shareholders | $ | 1 | $ | (2 | ) | $ | 3 | |||||
EPS attributable to FNFV common shareholders - basic | $ | 0.02 | $ | (0.03 | ) | $ | 0.05 | |||||
EPS attributable to FNFV common shareholders - diluted | $ | 0.01 | $ | (0.03 | ) | $ | 0.04 | |||||
FNFV weighted average shares - basic | 66 | |||||||||||
FNFV weighted average shares - diluted | 68 | |||||||||||
Pre-tax earnings (loss) from continuing operations | $ | 1 | $ | (4 | ) | $ | 5 | |||||
Interest expense | $ | 4 | $ | 2 | $ | 2 | ||||||
Depreciation and amortization | 16 | 11 | 5 | |||||||||
EBITDA | $ | 21 | $ | 9 | $ | 12 | ||||||
EBITDA margin | 6.4 | % | 3.3 | % | 21.8 | % | ||||||
3
FIDELITY NATIONAL FINANCIAL VENTURES
FIRST QUARTER SEGMENT INFORMATION
(In millions)
(Unaudited)
Total FNFV | Restaurant Group | FNFV Corporate and Other | ||||||||||
Three Months Ended | ||||||||||||
March 31, 2016 | ||||||||||||
Operating revenue | $ | 331 | $ | 293 | $ | 38 | ||||||
Interest and investment income | 1 | — | 1 | |||||||||
Realized gains and losses, net | (3 | ) | (3 | ) | — | |||||||
Total revenue | 329 | 290 | 39 | |||||||||
Personnel costs | 38 | 13 | 25 | |||||||||
Other operating expenses | 27 | 21 | 6 | |||||||||
Cost of restaurant revenue | 245 | 245 | — | |||||||||
Depreciation and amortization | 15 | 10 | 5 | |||||||||
Interest expense | 3 | 1 | 2 | |||||||||
Total expenses | 328 | 290 | 38 | |||||||||
Pre-tax earnings from continuing operations | $ | 1 | $ | — | $ | 1 | ||||||
Income tax benefit | $ | (1 | ) | $ | — | $ | (1 | ) | ||||
Loss from equity investments | (1 | ) | — | (1 | ) | |||||||
Net earnings attributable to FNFV common shareholders | $ | 1 | $ | — | $ | 1 | ||||||
EPS attributable to FNFV common shareholders - basic | $ | 0.01 | $ | — | $ | 0.01 | ||||||
EPS attributable to FNFV common shareholders - diluted | $ | 0.01 | $ | — | $ | 0.01 | ||||||
FNFV weighted average shares - basic | 70 | |||||||||||
FNFV weighted average shares - diluted | 72 | |||||||||||
Pre-tax earnings from continuing operations | $ | 1 | $ | — | $ | 1 | ||||||
Interest expense | $ | 3 | $ | 1 | $ | 2 | ||||||
Depreciation and amortization | 15 | 10 | 5 | |||||||||
EBITDA | $ | 19 | $ | 11 | $ | 8 | ||||||
EBITDA margin | 5.8 | % | 3.8 | % | 20.5 | % | ||||||
4
FIDELITY NATIONAL FINANCIAL VENTURES
SUMMARY BALANCE SHEET AND BOOK VALUE SUMMARY
(In millions)
FNFV March 31, 2017 | FNFV December 31, 2016 | |||||||||
(Unaudited) | (Unaudited) | |||||||||
Cash and investment portfolio | $ | 662 | $ | 642 | ||||||
Goodwill | 216 | 206 | ||||||||
Total assets | 1,423 | 1,400 | ||||||||
Notes payable | 259 | 233 | ||||||||
Non-controlling interest | 114 | 116 | ||||||||
Total equity and redeemable non-controlling interests | 1,031 | 1,032 | ||||||||
Total equity attributable to common shareholders | 917 | 916 | ||||||||
FNF Group March 31, 2017 | FNFV March 31, 2017 | Consolidated March 31, 2017 | Consolidated December 31, 2016 | ||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
Cash and investment portfolio | $ | 4,660 | $ | 662 | $ | 5,322 | $ | 5,607 | |||||||||||||
Goodwill | 4,869 | 216 | 5,085 | 5,065 | |||||||||||||||||
Title plant | 395 | — | 395 | 395 | |||||||||||||||||
Total assets | 12,755 | 1,423 | 14,178 | 14,463 | |||||||||||||||||
Notes payable | 2,463 | 259 | 2,722 | 2,746 | |||||||||||||||||
Reserve for title claim losses | 1,484 | — | 1,484 | 1,487 | |||||||||||||||||
Secured trust deposits | 748 | — | 748 | 860 | |||||||||||||||||
Redeemable non-controlling interests | 344 | — | 344 | 344 | |||||||||||||||||
Non-redeemable non-controlling interests | 797 | 114 | 911 | 902 | |||||||||||||||||
Total equity and redeemable non-controlling interests | 6,203 | 1,031 | 7,234 | 7,242 | |||||||||||||||||
Total equity attributable to common shareholders | 5,062 | 917 | 5,979 | 5,996 | |||||||||||||||||
Adjusted Book Value Summary | FNFV March 31, 2017 | FNFV December 31, 2016 | |||||||
(Unaudited) | (Unaudited) | ||||||||
Ceridian/Fleetcor | $ | 385 | $ | 386 | |||||
American Blue Ribbon Holdings | 171 | 173 | |||||||
One Digital | 77 | 75 | |||||||
Del Frisco's Restaurant Group | 20 | 49 | |||||||
Holding Company Cash | 160 | 129 | |||||||
Other | 104 | 104 | |||||||
FNFV Book Value | $ | 917 | $ | 916 | |||||
Outstanding FNFV shares | 66.4 | 66.4 | |||||||
FNFV Book Value per Share | $ | 13.80 | $ | 13.78 | |||||
5
FIDELITY NATIONAL FINANCIAL, INC.
CONSOLIDATED SUMMARY OF EARNINGS
(In millions)
(Unaudited)
Three Months Ended | |||||||||||
March 31, 2017 | |||||||||||
Consolidated | Core | FNFV | |||||||||
Direct title premiums | $ | 465 | $ | 465 | $ | — | |||||
Agency title premiums | 583 | 583 | — | ||||||||
Total title premiums | 1,048 | 1,048 | — | ||||||||
Escrow, title-related and other fees | 868 | 819 | 49 | ||||||||
Total title and escrow and other | 1,916 | 1,867 | 49 | ||||||||
Restaurant revenue | 273 | — | 273 | ||||||||
Interest and investment income | 29 | 28 | 1 | ||||||||
Realized gains and losses, net | (1 | ) | (6 | ) | 5 | ||||||
Total revenue | 2,217 | 1,889 | 328 | ||||||||
Personnel costs | 715 | 669 | 46 | ||||||||
Other operating expenses | 460 | 435 | 25 | ||||||||
Cost of restaurant revenue | 236 | — | 236 | ||||||||
Agent commissions | 446 | 446 | — | ||||||||
Depreciation and amortization | 112 | 96 | 16 | ||||||||
Title claim loss expense | 52 | 52 | — | ||||||||
Interest expense | 35 | 31 | 4 | ||||||||
Total expenses | 2,056 | 1,729 | 327 | ||||||||
Earnings from continuing operations before taxes | 161 | 160 | 1 | ||||||||
Income tax expense (benefit) | 78 | 80 | (2 | ) | |||||||
Earnings from continuing operations before equity investments | 83 | 80 | 3 | ||||||||
(Loss) earnings from equity investments | (2 | ) | 2 | (4 | ) | ||||||
Net earnings (loss) | 81 | 82 | (1 | ) | |||||||
Non-controlling interests | 9 | 11 | (2 | ) | |||||||
Net earnings attributable to common shareholders | $ | 72 | $ | 71 | $ | 1 | |||||
Cash flows provided by (used in) operations | 4 | (11 | ) | 15 | |||||||
6
FIDELITY NATIONAL FINANCIAL, INC.
CONSOLIDATED SUMMARY OF EARNINGS
(In millions)
(Unaudited)
Three Months Ended | |||||||||||
March 31, 2016 | |||||||||||
Consolidated | Core | FNFV | |||||||||
Direct title premiums | $ | 422 | $ | 422 | $ | — | |||||
Agency title premiums | 530 | 530 | — | ||||||||
Total title premiums | 952 | 952 | — | ||||||||
Escrow, title-related and other fees | 779 | 741 | 38 | ||||||||
Total title and escrow and other | 1,731 | 1,693 | 38 | ||||||||
Restaurant revenue | 293 | — | 293 | ||||||||
Interest and investment income | 30 | 29 | 1 | ||||||||
Realized gains and losses, net | (6 | ) | (3 | ) | (3 | ) | |||||
Total revenue | 2,048 | 1,719 | 329 | ||||||||
Personnel costs | 652 | 614 | 38 | ||||||||
Other operating expenses | 432 | 405 | 27 | ||||||||
Cost of restaurant revenue | 245 | — | 245 | ||||||||
Agent commissions | 402 | 402 | — | ||||||||
Depreciation and amortization | 100 | 85 | 15 | ||||||||
Title claim loss expense | 52 | 52 | — | ||||||||
Interest expense | 34 | 31 | 3 | ||||||||
Total expenses | 1,917 | 1,589 | 328 | ||||||||
Earnings from continuing operations before taxes | 131 | 130 | 1 | ||||||||
Income tax expense (benefit) | 49 | 50 | (1 | ) | |||||||
Earnings from continuing operations before equity investments | 82 | 80 | 2 | ||||||||
Earnings (loss) from equity investments | 2 | 3 | (1 | ) | |||||||
Net earnings from continuing operations | 84 | 83 | 1 | ||||||||
Non-controlling interests | 10 | 10 | — | ||||||||
Net earnings attributable to common shareholders | $ | 74 | $ | 73 | $ | 1 | |||||
Cash flows provided by operations | 92 | 73 | 19 | ||||||||
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