2013-10-27

Question-and-Answer Session

Operator

[Operator Instructions] Your first question comes of the line of Ryan Byrnes from Janney Capital.

Ryan J. Byrnes – Janney Montgomery Scott LLC, Research Division

Lots of news to digest through here. With the announcement of the stock offering, I know you can’t talk about the stock price, but is it — are you increasing the cash portion of the deal? Or I’m just trying to make sure I understand how to think about the share count going forward.

George P. Scanlon

Ryan, this is George. Yes, the use of the proceeds will be to effectively substitute equity that was going to LPS shareholders with cash that would be derived from the offering.

Ryan J. Byrnes – Janney Montgomery Scott LLC, Research Division

So just to confirm, so then hitting the midpoint will probably be your — the increased share count would still be at around $ 37.8 million for the LPS transaction?

George P. Scanlon

That’s correct. Think of it as a substitution of selling shares now versus waiting until closing and using them in the purchase.

Ryan J. Byrnes – Janney Montgomery Scott LLC, Research Division

Okay, great. And then just quickly moving to the fee per file, obviously, it showed solid improvement. Just want to understand, I guess, the trajectory of it, I guess, monthly, obviously, as the shift from refi to purchase happens. What kind of delta were you guys looking at between — sorry, July to September and maybe into October? I just wanted to see what that looks like.

George P. Scanlon

Well, the overall fee per file will be affected by commercial. And obviously, the commercial deals tend to be weighted toward the back end of the quarter. Other than that, it’s really the mix of closings. And we don’t get overly focused on that statistic month-to-month because, frankly, it is what it is. But I think as you see a shift more to a purchase-dominated market, you’re obviously going to see an increase in the fee per file from what it historically has been. I think we indicated that the purchase mix in October, I think, was 55%, so it’s directionally where we were coming through the third quarter. So it’s about the same.

Ryan J. Byrnes – Janney Montgomery Scott LLC, Research Division

Okay. And then shifting over to, I guess, net investment income, it seemed like it came in light year-over-year and also sequentially. Was that because you guys shifted maybe to more cash to prepare yourself for the LPS deal? Or is there something else at play there?

George P. Scanlon

No, we didn’t do anything markedly different. I think it’s a function of we’re — our duration is around 3 years. And I think as we come up with reinvestment requirements as bonds mature, the replacement yield is less, and I think it’s really simple as that. So that’s probably a better run rate to use going forward than what we had previously been generating. Until the rate environment normalizes, then obviously, we’ll take advantage of that.

Ryan J. Byrnes – Janney Montgomery Scott LLC, Research Division

Okay. And then my last question, I’ll let other people hop on here. Is the sequential decline in the services business, is that mainly a function of refis going away? Or is there anything else at play there?

George P. Scanlon

Yes, I think it’s really a function of the decline in transaction activity at ServiceLink associated with the decline in refi. So we saw the services line, not reflect what we saw on the title premium line, for example.

Operator

Your next question also the line of Mark DeVries from Barclays.

Mark C. DeVries – Barclays Capital, Research Division

Just a follow-up. What is the total portion of the deal that’s going to be equity now?

George P. Scanlon

Well, we don’t know that precisely at this point. As you recall, we originally announced the deal at 50% stock, 50% equity. And with THL as our partner, and there’s been some movement subsequent to that, just assume that right now, and we’ll announce obviously tomorrow night what the proceeds are, then you can refine your models with that.

Mark C. DeVries – Barclays Capital, Research Division

Okay, got it. And George, could you just update us on where you are with the approval process on that deal and if there’s any risk that you might have to change some of the terms of the transaction?

George P. Scanlon

Well, we’ve been working very closely with the FTC. I’d say the relationship is very cooperative and professional, and we’re continuing to provide them a mountain of documentation. Our expectation in working with them is that we should hear toward the back half of December from them. It’s going well. And obviously, until you’re through the process, you can’t say with any certainty where you’re going to end up. But we feel very comfortable with the direction we’re going and our ability to be responsive to their requests and their ability to turn around and give us any feedback. We are also going through a number of approvals at the state level. And I’d say, similarly, those are proceeding on schedule. And at this point, they don’t seem to be an impediment to closing, again, toward the end of the year or early January. So, so far, so good.

Mark C. DeVries – Barclays Capital, Research Division

Okay. I think you also mentioned that looks like Ceridian is progressing towards, I guess they’ve separated the 2 businesses and are maybe on track to IPO of the payments side of it. But what are your thoughts on what you would do with the stock you’d get from that? Would that be a monetization opportunity or would you kind of wait to see how it trades?

George P. Scanlon

Well, I’d say initially, we would probably just issue shares to the public and establish a valuation and not be an immediate seller. And then obviously, depending upon how the stock is trading, over time, we would absolutely liquidate our position. And there’s always the possibility that in that process, a strategic buyer comes out of the woodwork and expresses interest in it as well. It’s a very attractive business. It’s highly profitable, and it would be very attractive in the market.

Mark C. DeVries – Barclays Capital, Research Division

Got it. And then finally, on a similar tack, I think you kind of emphasized what’s happened with the appreciation value of the Remy shares. What are your thoughts for how you would look to eventually monetize that, given your majority position? Could you just start selling that down or would you have to find somebody to take out the whole thing?

George P. Scanlon

Well, you could sell down over time. It would be a protracted process given the trading volume in that stock. We’re working closely with the management team on strategic opportunities to grow that business. We’re constantly looking at M&A alternatives. And so over time, I think it’s fair to say that our investment will fall below 50%. It’s outside our core real estate services competencies and it’s an investment we more than doubled our money in, so we’re very happy with the return. And over time, we’ll find an avenue to monetize it when it presents itself.

Mark C. DeVries – Barclays Capital, Research Division

Okay. Is it fair to assume, though, that the appreciation you’ve seen of late makes you feel a lot closer to looking to monetize that than you might have been a year ago?

George P. Scanlon

Well, Mark, I always tell investors that everything is for sale, so it becomes a question of what return you can get. Clearly, at $ 22 a share, we think it’s a better — the market is starting to recognize the value of the company. Because of the limited daily volume, it restricts some institutions from coming into the stock who might otherwise be interested, and we’re conscious of that. Again, over time, we’ll find a way to monetize that and do it ideally in a tax-efficient way for us and our shareholders.

Operator

Your next question comes of the line of Alan Danzig from Lord Abbett.

Alan Danzig

My questions have been asked and answered, but I had one comment, if you could. After the — I understand you’re still waiting for final numbers with the equity offering, but at some point, I would appreciate — when you had the initial presentation 5 months ago, there was a Slide 9 of sources and uses. Given all the changes that you’ve had in the consideration and on the debt and excess cash, I would appreciate if you can update that slide at some point following the equity offering.

George P. Scanlon

Sure. I think we can accommodate that. And obviously, as this thing moves forward, there’ll be prospectuses and pro formas and lots of detail that will probably be responsive to any question you may have.

Operator

[Operator Instructions] You have a question from the line of Bose George from KBW.

Bose T. George – Keefe, Bruyette, & Woods, Inc., Research Division

Just following up on the fee per file question, I mean, you’ve previously said that you expect the fee per file to reach $ 1,800 by the end of the year, and you guys are already there. Just curious if you have a ballpark for where that continues to head up to? And also related question, your purchase number is about 55%. Where do you think that goes to when the market normalizes a little more?

George P. Scanlon

Yes, I think the slide that you were referring to the number related to residential-only. And I think as we disclosed in the release, there’s a new table of quarterly operating statistics that you may find helpful. We were actually this quarter at $ 1,562. So again, Bose, as that mix changes, refi seems to have leveled off. And as you know, we’re entering the more traditional cycle of the market, where things slow down December, January, February. So depending upon the purchase activity, the mix may actually evolve back to a more balanced 50-50. It really does depend on purchase activity, which has held up. So again, we’re not going to provide guidance for the fourth quarter, but I think you will see over time, that inflation in the fee per file. Again, as real estate values firm up, we’re also going to benefit from that.

Bose T. George – Keefe, Bruyette, & Woods, Inc., Research Division

Okay, great. And then, actually just on Ceridian, given the debt extinguishment, is that — the earnings outlook there, does that change with that?

George P. Scanlon

It’s already baked into their numbers, Bose. So there was an adjustment of the rate that slightly benefited Ceridian. But also as part of that process, we issued some traveling debt that would facilitate the spinoff of the payments business and reduce some of the obligation that the holding company had to backstop that debt. So net-net, they’re paying a ton of interest. And the objective, obviously, is to monetize, in some way, the payments business first. And then the HR business is launching a cloud-based solution that’s been well received by the market, and we’re hoping over time to migrate our mainframe-based customers to this cloud-based solution. And as you can — the market value of those cloud-based SaaS companies at a significant premium. So we’re probably couple years away from that, realistically, but we’re making good progress.

Operator

And at this time, there are no further questions.

George P. Scanlon

Thank you, everybody. The transition to a purchase-driven market accelerated in the third quarter, and the fee per file increase and proactive cost management allowed us to offset much of the decline in order volumes. We look forward to continuing to maximize the earnings potential for our title business. Thank you for joining us today.

Operator

Ladies and gentlemen, that does conclude your conference for today. Thank you for your participation and for using AT&T Executive TeleConference. You may now disconnect.

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