<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1995
Commission File Number 1-9396
FIDELITY NATIONAL FINANCIAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 86-0498599
- -------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
17911 Von Karman Avenue, Irvine, California 92714
- -------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 622-5000
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES ( X ) NO ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
$.0001 par value common - 11,138,575 shares as of November 10, 1995
Exhibit Index appears on page 11 of 12 sequentially numbered pages.
<PAGE> 2
FORM 10-Q
QUARTERLY REPORT
Quarter Ended September 30, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page Number
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<S> <C> <C>
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
A. Condensed Consolidated Balance Sheets as of 3
September 30, 1995 and December 31, 1994
B. Condensed Consolidated Statements of Earnings 4
for the three-month and nine-month periods ended
September 30, 1995 and 1994
C. Condensed Consolidated Statements of Cash Flows 5
for the nine-month periods ended
September 30, 1995 and 1994
D. Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Part II: OTHER INFORMATION
Items 1.-5. of Part II have been omitted because they are not
applicable with respect to the current reporting period.
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
SIGNATURES
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.
---------------------------------
(Registrant)
By: /s/ Carl A. Strunk
---------------------------
Carl A. Strunk
Executive Vice President,
Chief Financial Officer and Date: November 13, 1995
Treasurer
2
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Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities:
Held to maturity, at amortized cost $ 26,169 $ 26,664
Available for sale, at fair value 85,017 149,111
-------- --------
Total fixed maturities 111,186 175,775
Equity securities, at fair value 22,535 15,482
Other long-term investments, at cost,
which approximates fair value 2,552 16,000
Short-term investments, at cost,
which approximates fair value 7,375 800
Investments in real estate and partnerships, net 9,017 9,591
-------- --------
Total investments 152,665 217,648
Cash and cash equivalents 68,102 34,689
Trade receivables, net 36,883 28,495
Notes receivable, net 15,840 13,139
Prepaid expenses and other assets 35,055 28,096
Title plants 41,749 36,977
Property and equipment, net 40,951 39,534
Deferred income taxes 6,791 12,553
Income taxes receivable 1,124 6,988
-------- --------
$399,160 $418,119
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities $ 44,716 $ 48,114
Notes payable 136,091 142,129
Reserve for claim losses 146,761 153,306
-------- --------
327,568 343,549
Minority interest 364 616
Stockholders' equity:
Preferred stock, $.0001 par value; authorized,
3,000,000 shares; issued and outstanding, none -- --
Common stock, $.0001 par value; authorized,
50,000,000 shares in 1995 and 1994;
issued, 15,796,539 in 1995 and 15,661,365 in 1994 2 2
Additional paid-in capital 57,868 56,659
Retained earnings 67,925 66,668
-------- --------
125,795 123,329
Net unrealized gains (losses) on investments 1,725 (8,914)
Less treasury stock, 4,698,957 shares in 1995 and
3,303,100 shares in 1994, at cost 56,292 40,461
-------- --------
71,228 73,954
-------- --------
$399,160 $418,119
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------- --------------------------
1995 1994 1995 1994
-------- -------- -------- --------
(Unaudited) (Unaudited)
<S> <C>
REVENUE:
Title insurance premiums $ 76,992 $ 84,281 $202,907 $286,850
Escrow fees 14,349 11,564 35,017 41,512
Other fees and revenue 15,648 13,957 41,676 46,778
Interest and investment income,
including realized gains and losses 6,482 3,517 12,424 11,227
-------- -------- -------- --------
113,471 113,319 292,024 386,367
-------- -------- -------- --------
EXPENSES:
Personnel costs 44,978 42,505 119,302 140,968
Other operating expenses 34,306 30,783 88,251 96,450
Agent commissions 19,124 32,456 59,579 105,951
Provision for claim losses 5,016 2,394 13,643 18,830
Interest expense 2,216 2,284 6,833 6,151
-------- -------- -------- --------
105,640 110,422 287,608 368,350
-------- -------- -------- --------
Earnings before income taxes
and extraordinary item 7,831 2,897 4,416 18,017
Income tax expense (benefit) 1,958 580 (31) 5,311
-------- -------- -------- --------
Earnings before extraordinary item 5,873 2,317 4,447 12,706
Extraordinary item -- loss on
early retirement of Senior Notes,
net of applicable income tax
benefit of $437 in 1995, gain on
early retirement of Liquid Yield
Option Notes ("LYONs"), net of applicable
income tax expense of $312 in 1994 -- -- (813) 579
-------- -------- -------- --------
Net earnings $ 5,873 $ 2,317 $ 3,634 $ 13,285
======== ======== ======== ========
Primary earnings per share
before extraordinary item $ .51 $ .16 $ .37 $ .82
Extraordinary item -- loss on early
retirement of Senior Notes, net of
applicable income tax benefit in 1995,
gain on early retirement of LYONs,
net of applicable income tax
expense in 1994 $ -- $ -- $ (.07) $ .04
-------- -------- -------- --------
Primary earnings per share $ .51 $ .16 $ .31 $ .86
======== ======== ======== ========
Fully diluted earnings per share $ .44 $ .16 $ .31 $ .84
======== ======== ======== ========
Primary weighted average
shares outstanding 11,589 14,589 11,880 15,436
======== ======== ======== ========
Fully diluted weighted
average shares outstanding 15,228 14,589 11,880 19,041
======== ======== ======== ========
Cash dividends per share $ .07 $ .07 $ .21 $ .21
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30,
------------------------
1995 1994
-------- --------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,634 $ 13,285
Reconciliation of net earnings to net cash
used in operating activities:
Depreciation and amortization 9,825 7,462
Net increase (decrease) in reserve for claim losses (6,545) 1,435
Increase (decrease) in provision for possible
losses on real estate and notes receivable 295 (224)
Gain on sales of investments (4,011) (227)
Amortization of LYONs original issue discount
and debt issuance costs 3,661 3,582
Other (148) (266)
Change in assets and liabilities, net of effects
from acquisition of subsidiaries:
Net (increase) decrease in trade receivables (8,388) 1,577
Net increase in prepaid expenses and other assets (7,058) (4,669)
Net decrease in accounts payable
and accrued liabilities (3,074) (15,093)
Net (increase) decrease in income taxes 5,864 (7,705)
-------- --------
Net cash used in operating activities (5,945) (843)
-------- --------
Cash flows from investing activities:
Proceeds from sales of property and equipment 3,243 12
Proceeds from sales of title plants 24 271
Proceeds from sales and maturities of investments:
Held to maturity 2,310 1,390
Available for sale 183,350 96,302
Collections of notes receivable 2,397 1,729
Additions to title plants (4,826) (985)
Additions to property and equipment (13,708) (20,038)
Additions to investments:
Held to maturity (1,941) (2,942)
Available for sale (99,075) (123,671)
Other investments -- (16,000)
Additions to notes receivable (5,393) (7,008)
Investments in real estate and advances to partnerships (100) (871)
Acquisition of subsidiaries, net of cash acquired -- 161
Purchase of ATIC preferred stock -- (15,500)
-------- --------
Net cash provided by (used in) investing activities 66,281 (87,150)
-------- --------
</TABLE>
See notes to condensed consolidated financial statements.
(continued)
5
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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-------------------------
1995 1994
-------- --------
(Unaudited)
<S> <C> <C>
Cash flows from financing activities:
Borrowings $ 46,284 $ 40,434
Issuance of LYONs -- 101,337
Repurchase of LYONs -- (7,810)
Debt service payments (55,884) (43,127)
Repurchase of treasury stock (15,831) (26,508)
Dividends paid (2,701) (2,145)
Stock options exercised 1,209 1,335
-------- --------
Net cash provided by (used in) financing activities (26,923) 63,516
-------- --------
Net increase (decrease) in cash and cash equivalents 33,413 (24,477)
Cash and cash equivalents at beginning of period 34,689 42,731
-------- --------
Cash and cash equivalents at end of period $ 68,102 $ 18,254
======== ========
Supplemental cash flow information:
Income taxes paid (refunded) $ (6,335) $ 12,094
======== ========
Interest paid $ 8,437 $ 3,423
======== ========
Noncash investing and financing activities:
Dividends declared and unpaid $ 778 $ 955
======== ========
Acquisition of ACS Systems, Inc.:
Assets acquired $ 3,694
Liabilities assumed (1,013)
--------
Value of stock issued $ 2,681
========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE> 7
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Financial Statements
- --------------------------------------
The financial information included in this report includes the accounts of
Fidelity National Financial, Inc. and its subsidiaries (collectively, the
"Company") and has been prepared in accordance with generally accepted
accounting principles and the instructions to Form 10-Q and Article 10 of
Regulation S-X. All adjustments, consisting of normal recurring accruals
considered necessary for a fair presentation, have been included. This report
should be read in conjunction with the Company's 1994 Annual Report on Form
10-K for the year ended December 31, 1994, as amended. Certain
reclassifications have been made in the 1994 Condensed Consolidated Financial
Statements to conform to the classifications used in 1995.
Note B - Dividends
- ------------------
On September 14, 1995, the Company's Board of Directors declared a cash
dividend of $.07 per share, payable on October 17, 1995, to stockholders of
record on October 6, 1995.
Note C - Authorization To Repurchase Common Stock and LYONs
- -----------------------------------------------------------
On March 9, 1995, the Company announced that its Board of Directors authorized
the additional repurchase, in the open market or in privately negotiated
transactions, of up to 2 million shares of its common stock, or a comparable
amount of the Company's Liquid Yield Option Notes (the "LYONs"). This was in
addition to the 5 million shares or a comparable amount of LYONs previously
authorized for repurchase by the Board of Directors -- 1 million shares on
March 31, 1994, 1 million shares on June 14, 1994, and an additional 3 million
shares on August 11, 1994. Shares may be used for various stock-based employee
benefit programs, other general corporate purposes or held in treasury. As of
November 10, 1995, the Company had repurchased 4,698,957 shares of its common
stock for an aggregate price of $56.3 million, or $11.98 per share.
Additionally, as of November 10, 1995, the Company had repurchased $48 million
in maturity amount of LYONs for an aggregate price of $17.6 million, all of
which were purchased in 1994.
Note D - Acquisitions
- ---------------------
On March 8, 1995, the Company acquired the common stock of Western Title
Company of Washington, an underwritten title agency with operations in King
County (Seattle) and Snohomish County (Everett) in the state of Washington.
Western Title Company of Washington was acquired from its selling shareholder
for $3.2 million in cash. In addition, the Company also acquired an option to
purchase a title plant in Pierce County (Tacoma), Washington. The acquired
company operates as a subsidiary of the Company in King and Snohomish Counties
under the name Fidelity National Title Company of Washington. The acquisition
has been accounted for as a purchase.
On May 2, 1995, the Company acquired the common stock of Butte County Title
Company, an underwritten title agency with operations in Butte County in the
state of California. Butte County Title Company was acquired from its selling
shareholders for $400,000 in cash. The acquired company operates as a
subsidiary of the Company in Butte County. The acquisition has been accounted
for as a purchase.
On June 14, 1995 the Company acquired certain assets of World Title Company
("WTC") for a purchase price to be determined based on the collection of
certain accounts. In the case of trade accounts receivable acquired, the
Company will retain 15% of amounts collected subsequent to the acquisition date
and will remit the remaining 85% to the Department of Insurance of the State of
California ("Department"). The Company has also acquired the open title orders
of WTC as of the purchase date. The Company will retain 66.5% of amounts
collected on open title orders subsequent to the acquisition date and will
remit the remaining 33.5% to the Department.
On June 22, 1995 the Company acquired 100% of the common stock of World Tax
Service ("World Tax") from WTC Financial, the parent company of WTC, for $1.8
million. The Company had previously executed an Asset Option Agreement
("Agreement") with WTC Financial to acquire an option to purchase a 60%
undivided interest in all of the assets of World Tax. In connection with the
Agreement, WTC Financial was granted an
7
<PAGE> 8
option to purchase 100,000 shares of the Company's common stock at $14.50 per
share. The option to purchase shares was acquired from WTC Financial as part
of the World Tax transaction. This transaction has been accounted for as a
purchase.
On September 14, 1995 the Company announced that it had executed a definitive
agreement with Nations Holding Group to acquire one hundred percent of Nations
Title Inc., a Kansas corporation. Nations Title Inc., together with its wholly
owned subsidiaries Nations Title Insurance Company, Nations Title Insurance of
New York Inc. and National Title Insurance of New York Inc., is the eighth
largest title insurance underwriter in the country and is in the business of
underwriting and issuing title insurance policies and performing title related
services such as escrow and trust activities in 49 states, Puerto Rico, Guam
and the Virgin Islands.
Under the terms of the agreement, Fidelity National Financial will acquire one
hundred percent of the outstanding stock of Nations Title Inc. from its sole
shareholder, Nations Holding Group, for a purchase price of $21 million in cash
and 160,000 shares of Fidelity National Financial common stock, which
represents a discount from Nations Title Inc.'s book value as determined in
accordance with generally accepted accounting principles.
Note E - Credit Facility
- ------------------------
On September 22, 1995 the Company announced that it had reached agreement on
the terms of a $35 million credit facility with a banking syndicate led by
Chase Manhattan Bank, N.A. The facility includes a $22 million term loan and a
$13 million revolving credit facility. The $22 million term loan will be used
to refinance existing higher rate indebtedness and for general corporate
purposes. The $13 million revolving credit facility will be available to fund
a portion of the Nations Title Inc. acquisition and to provide additional
liquidity.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Total revenue for the third quarter of 1995 was $113.5 million compared to
total revenue of $113.3 million for the third quarter of 1994. The composition
of total revenue, however, has been impacted significantly by a change in the
mix of business between direct and agency operations. Revenue derived from
direct operations has increased offsetting a decrease in agency revenue. A
continuing decline in mortgage interest rates positively impacted third quarter
results and title order levels. The positive impact of these trends is evident
in the Company's improved third quarter results. A change in market
conditions, such as an increase or decrease in mortgage interest rates, impacts
direct operations immediately, whereas agency operations report results on a
cycle that lags direct operations by three to six months. As a result of this
time lag in the agency operations reporting process, the full impact of the
improved market conditions on agency operations has not been evident in third
quarter 1995 revenue. In addition, it appears that the real estate/title
insurance markets are returning to a more traditional pattern in which title
orders fluctuate on a seasonal basis. Total revenue for the nine-month period
ended September 30, 1995 has decreased 24.4% to $292.0 million from $386.4
million for the nine-month period ended September 30, 1994 as a result of the
significant decline in real estate activity that was present in the first half
of 1995 as compared to the first half of 1994 and the effect of the reporting
lag on the 1995 and 1994 agency results. The market downturn was caused by the
steady increase in mortgage interest rates which resulted from actions taken by
the Federal Reserve Board during 1994. The slowdown in real estate activity
caused a decrease in title orders, and, thus, a reduction in title premiums,
escrow fees and other title related revenue.
Interest and investment income increased 85.7% to $6.5 million in the third
quarter of 1995 from $3.5 million in the third quarter of 1994. Interest and
investment income for the nine-month period ended September 30, 1995 increased
10.7% to $12.4 million from $11.2 million for the comparable 1994 period. The
increase in interest and investment income earned during the three-month period
is primarily due to an increase in net realized gains. Net realized gains from
the sale of investments were $3.9 million in the third quarter of 1995 and were
immaterial in the corresponding 1994 period. Included in the third quarter
1995 gain amount are net realized gains of $3.4 million related to the
disposition of the Company's investment in US Facilities Corporation. Year to
date 1995 and 1994 amounts are comparable primarily as a result of a decrease
in interest income resulting from a decrease in average invested assets
8
<PAGE> 9
in 1995 offset by increased net realized gains. Net realized gains for the
nine-month periods ended September 30, 1995 and 1994 were $4.0 million and
$227,000, respectively.
The Company's operating expenses consist primarily of personnel costs and other
operating expenses which are incurred as title insurance orders are received
and processed. Title insurance premiums and escrow fees are recognized as
income at the time the underlying real estate transaction closes. As a result,
revenue lags approximately 60-90 days behind expenses and, therefore, gross
margins may fluctuate.
Personnel costs include both base salaries and commissions paid to employees
and are the most significant operating expense incurred by the Company. These
costs generally fluctuate with the level of direct orders opened and closed and
with the mix of revenue between direct and agency operations. Personnel costs,
as a percentage of total revenue, have increased to 39.6% for the three-month
period ended September 30, 1995 from 37.5% for the corresponding period in
1994. Personnel costs as a percentage of total revenue for the nine-month
period ended September 30, 1995 have increased to 40.9% from 36.5% for the
corresponding 1994 period. However, personnel costs have decreased $21.7
million or 15.4% in the nine-month period ended September 30, 1995 compared to
the same period in 1994. The increases in personnel costs as a percentage of
total revenue in the 1995 periods as compared to the 1994 periods can primarily
be attributed to the increase in direct revenue and related expenses as
compared to agency revenue, the agency reporting lag, the discontinuance of the
Company's wage reduction and salary freeze program and certain staffing
increases related to the increasing workload due to higher order counts. As a
result of the conditions in the real estate market, the Company has taken
significant measures to maintain appropriate personnel costs relative to
revenue. The Company continues to monitor prevailing market conditions and
will adjust its personnel levels as necessary, while positioning itself to take
advantage of a real estate recovery as it occurs.
Other operating expenses consist primarily of facilities expenses, title plant
maintenance, premium taxes (which insurance underwriters are required to pay on
title premiums in lieu of franchise and other state taxes), escrow losses,
courier services, computer services, professional services, general insurance,
trade and notes receivable allowances and depreciation. Other operating
expenses increased as a percentage of total revenue to 30.2% in the third
quarter of 1995 from 27.2% in the third quarter of 1994, and have increased to
30.2% for the nine-month period ended September 30, 1995 from 25.0% in the
comparable 1994 period. These increases can also be attributed to the increase
in direct revenue and related expenses as compared to agency revenue and the
agency reporting lag. In response to the current market environment, the
Company has continued aggressive cost control programs which will help maintain
operating expense levels consistent with the levels of title related revenue
production. However, certain fixed costs are incurred regardless of revenue
levels which resulted in the percentage increases.
Agent commissions represent the portion of policy premiums retained by agents
pursuant to the terms of their respective agency contracts. Agent commissions
were 76.7% of agency premiums in the third quarter of 1995 compared to 77.2% of
agency premiums in the third quarter of 1994, and 76.2% and 77.1% of agency
premiums for the nine-month periods ended September 30, 1995 and 1994,
respectively.
The provision for claim losses includes an estimate of anticipated title claims
and major claims. The estimate of anticipated title claims is accrued as a
percentage of title premium revenue based on the Company's historical loss
experience and other relevant factors. The Company monitors its claims
experience on a continual basis and adjusts the provision for claim losses
accordingly. The Company believes, based on its recently completed loss
development studies, that it will maintain the trend of favorable claim loss
experience as a result of its underwriting and claims handling practices, as
well as the predominant refinancing business of prior years. Based on the
Company's loss experience, in 1995 and 1994 the Company has provided for claim
losses at 7.0% of title insurance premiums prior to the impact of major claim
expense and recoupments. Application of these factors resulted in a net
provision for claim losses as a percentage of premiums of 6.5% and 2.8% for the
three-month periods ended September 30, 1995 and 1994, respectively, and 6.7%
and 6.6% for the nine-month periods ended September 30, 1995 and 1994,
respectively. The 2.8% net provision for claim losses as a percentage of
premiums in the third quarter of 1994 is the result of the factors above and an
adjustment made in the third quarter of 1994 to adjust the year-to-date
provision for claim losses to 7.0%.
9
<PAGE> 10
Interest expense is incurred by the Company in financing its capital asset
purchases and certain acquisitions. Interest expense consists of interest
related to the Company's outstanding debt and the amortization of original
issue discount and debt issuance costs related to the LYONs issued in February
1994. Interest expense of "non-LYONs" debt totaled $979,000 and $900,000 for
the three-month periods ended September 30, 1995 and 1994, respectively, and
$3.2 million and $2.6 million for the nine-month periods ended September 30,
1995 and 1994, respectively. The LYONs related component of interest expense
amounted to $1.2 million for the third quarter of 1995 and $1.5 million for the
third quarter of 1994, and $3.6 million for each of the nine-month periods
ended September 30, 1995 and 1994. Interest expense, which includes the
amortization of the LYONs original issue discount, increased in 1995 over 1994
primarily as a result of the LYONs offering and an increase in the average
outstanding balance of a certain subsidiary's equipment outstanding debt.
Increases in the prime interest rate, to which certain of the interest rates
paid by the Company are indexed, also resulted in increased interest expense in
1995 over 1994.
Income tax expense (benefit) for the three-month periods ended September 30,
1995 and 1994, as a percentage of earnings before income taxes, was 25.0% and
20.0%, respectively and (14.8%) and 29.7% for the nine-month periods ended
September 30, 1995 and 1994, respectively. The 1995 income tax benefit and
1994 income tax expense for the nine-month period ended September 30, 1995 and
1994, respectively, include the impact of the extraordinary gain (loss) on
early retirement of debt.
In order to reduce interest expense incurred and interest rates paid, the
Company prepaid the Senior Secured Notes (the "Senior Notes") issued in March
1993. Pursuant to the terms and conditions of the Senior Note Agreement, the
Company provided for the Make Whole Provision, as defined, and related expenses
in the first quarter of 1995. This amount, $1.25 million, before related
income taxes, has been reflected as an extraordinary item in the Condensed
Consolidated Statement of Income for the nine-month period ended September 30,
1995.
Liquidity and Capital Resources
The Company's cash requirements include debt service, operating expenses, taxes
and dividends on its common stock. The Company believes that all anticipated
cash requirements for current operations will be met from internally generated
funds and short term bank borrowings through existing credit facilities.
One of the significant sources of the Company's funds is dividends from its
insurance subsidiaries. The insurance subsidiaries are restricted by state
regulations in their ability to pay dividends and make distributions. Each
state of domicile regulates the extent to which the Company's six title
underwriters can pay dividends or make other distributions to the Company.
The Company's insurance subsidiaries collect premiums and pay claims and
operating expenses. Fluctuations in operating cash flows are primarily the
result of increases or decreases in revenue. The insurance subsidiaries also
have cash flow sources derived from investment income, repayments of principal
and proceeds from sales and maturities of investments and dividends from
subsidiaries. Positive cash flow from insurance subsidiaries is invested
primarily in short term investments and medium term bonds. Short term
investments held by the Company's insurance subsidiaries provide liquidity for
projected claims and operating expenses.
The short and long term liquidity requirements of the Company and insurance
subsidiaries are monitored regularly to match cash inflows with cash
requirements. The Company and insurance subsidiaries forecast their daily cash
needs and periodically review their short and long term projected sources and
uses of funds, as well as the asset, liability, investment and cash flow
assumptions underlying these projections.
In order to take advantage of market conditions, the Company's tax status and
the interest rate environment, during the third quarter of 1995 the Company
converted certain investments in tax-exempt fixed maturities to cash and cash
equivalents. The Company is in the process of reinvesting these funds in
taxable instruments.
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Part II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11 Computation of Primary and Fully Diluted Earnings
Per Share
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K:
Current Report on Form 8-K dated September 29, 1995 relating
to Fidelity National Financial, Inc. entering into a
definitive agreement to acquire Nations Title, Inc. and
Fidelity National Financial, Inc. entering into a $35 million
syndicated credit facility.
11
<PAGE> 1
EXHIBIT 11
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------- --------------------------
1995 1994(1) 1995(1) 1994
------- ------- ------- -------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Earnings before extraordinary item $ 5,873 $ 2,317 $ 4,447 $12,706
Extraordinary item -- loss on early
retirement of Senior Notes, net of
applicable income tax benefit of
$437 in 1995, gain on early
retirement of Liquid Yield Option
Notes ("LYONs"), net of applicable
income tax expense of $312 in 1994 -- -- (813) 579
------- ------- ------- -------
Primary earnings 5,873 2,317 3,634 13,285
Add: Amortization of original
issue discount and debt issuance
costs, net of income tax effect,
applicable to LYONs 804 -- -- 2,615
------- ------- ------- -------
Fully diluted earnings $ 6,677 $ 2,317 $ 3,634 $15,900
======= ======= ======= =======
Weighted average shares outstanding
during the period 11,138 14,243 11,489 14,959
Common stock equivalent
shares - primary 451 346 391 477
------- ------- ------- -------
Common and common stock equivalent
shares for purpose of calculating
primary earnings per share 11,589 14,589 11,880 15,436
Incremental shares to reflect
full dilution 3,639 -- -- 3,605
------- ------- ------- -------
Total shares for purpose of
calculating fully diluted earnings
per share 15,228 14,589 11,880 19,041
======= ======= ======= =======
Primary earnings per share
before extraordinary item $ .51 $ .16 $ .37 $ .82
Extraordinary item -- loss on early
retirement of Senior Notes, net of
applicable income tax benefit in
1995, gain on early retirement of
LYONs, net of applicable income
tax expense in 1994 -- -- (.07) .04
------- ------- ------- -------
Primary earnings per share $ .51 $ .16 $ .31 $ .86
======= ======= ======= =======
Fully diluted earnings per share $ .44 $ .16 $ .31 $ .84
======= ======= ======= =======
</TABLE>
(1) The impact of the assumed conversion of fully dilutive securities is
antidilutive, and is therefore excluded from the computation.
12
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