Fidelity National Financial (FNF)

Q2 2012 Earnings Call

July 24, 2012 11:00 am ET


Daniel Kennedy Murphy - Senior Vice President of Finance and Investor Relations of Fidelity National Financial

George P. Scanlon - Chief Executive Officer

Anthony J. Park - Chief Financial Officer, Principal Accounting Officer and Executive Vice President

Raymond R. Quirk - President


Bose George - Keefe, Bruyette, & Woods, Inc., Research Division

Mark C. DeVries - Barclays Capital, Research Division

Brett Huff - Stephens Inc., Research Division



Ladies and gentlemen, thank you for standing by. Welcome to the FNF 2012 Second Quarter Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to our host, Mr. Dan Murphy. Please go ahead, sir.

Daniel Kennedy Murphy

Thank you, and good morning, everyone, and thanks for joining us for our second quarter 2012 earnings conference call. Joining me today are George Scanlon, our CEO; Randy Quirk, our President; and Tony Park, CFO. George will begin with a brief strategic overview and provide an update on the title business and our other operating companies, and Tony Park will finish with a review of the financial highlights. We will then open the call for your questions and finish with some concluding remarks from George Scanlon.

This conference call may contain forward-looking statements that involve a number of risk and uncertainties. Statements that are not historical facts, including statements about 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 the 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, the risks and other factors detailed in our press release dated yesterday and in the statement regarding forward-looking information, risk factors and other sections of the company's Form 10-K and other filings with the SEC.

This conference call will be available for replay through webcast at our website at It will also be available through phone replay beginning at 1 P.M. Eastern time this afternoon through July 31. The replay number is (800) 475-6701 and the access code is 253284.

Let me now turn the call over to our CEO, George Scanlon.

George P. Scanlon

Thanks, Dan and good morning, everyone, and thank you for joining us today. Our second quarter results built upon the momentum we generated in the first quarter of this year. Refinance volumes have been very strong, but we're also seeing an improving residential resale market as those purchase orders are up nearly 6% for the first 6 months of 2012 versus the same period in 2011.

I will speak more specifically about the Title business after a brief strategic overview.

During the quarter, we completed the acquisition of O'Charley's and the consolidation of O'Charley's into American Blue Ribbon Holdings. FNF now has a 55% owned restaurant group for a total cash investment of approximately $110 million with $1.25 billion in annual revenue, $65 million in current annual EBITDA and an expected $20 million in additional cost synergies.

Our focus is on integrating the various operations, achieving our targeted synergies and moving the O'Charley's margins closer to those of ABRH.

To that end, we have closed 14 underperforming O'Charley's locations since the acquisition, made several management changes, switched advertising agencies and are in the process of evaluating several other significant cost savings opportunities.

We look forward to reporting on our integration process over the coming quarters.

In June, we announced the proposed acquisition of J. Alexander's for $72 million. Last evening, J. Alexander's announced the expiration of their go shop period and that 2 written proposals were received for potential alternative transactions.

While J. Alexander's completes their process, we remain very interested in consummating the transaction and believe that our offer provides a compelling value for J. Alexander's shareholders.

The transaction requires J. Alexander's shareholder approval and should our offer be accepted, we expect to close the acquisition in the fourth quarter of this year.

We completed the sale of an 85% interest in our personal lines business in May for $119 million in total proceeds. We believe we can successfully redeploy this capital into nonregulated opportunities with higher growth and more consistent return potential, thus creating value for our shareholders.

In the short term, we used the bulk of the proceeds to pay down our credit facility borrowings.

Also Cascade Timberlands recently signed a definitive agreement to sell its land holdings to a third party for $90 million. We recognize approximately a $6 million asset impairment based on Cascade's signing of the definitive sale agreement.

The transaction is subject to certain closing conditions. Upon satisfaction of those conditions and a proposed late third quarter closing, Cascade can declare a dividend for the sale proceeds and begin to process of winding down the company.

FNF owns 70% of Cascade Timberlands and we expect approximately $40 million in after-tax cash proceeds assuming that we are able to close the transaction.

Finally, we reinstituted our stock repurchase program near the end of the second quarter. In late June, we repurchased 135,000 shares for a total cost of just over $2.5 million.

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