Good day, and welcome to the Stewart Information Services' Third Quarter 2019 Earnings Conference Call and Webcast. Today's call is being recorded. At this time, all participants have been placed on listen-only mode and the floor will be open for your questions following the presentation. I would like now to turn the call over to Nat Otis. Please go ahead.

Good morning. Thank you for joining us today for Stewart's third quarter 2019 earnings conference call. We will be discussing results that were released yesterday after the close. Joining me today are CEO, Fred Eppinger and CFO, David Hisey. To listen online please go to the stewart.com website to access the link for this conference call. I will remind participants that this conference call may contain forward-looking statements that involve a number of risks and uncertainties. Because such statements are based on an expectation of future financial operating results and are not statements of fact actual results may differ materially from those projected. The risk and uncertainties the forward-looking statements are subject to include but are not limited to the risks and other factors detailed in our press release published yesterday evening 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.Now let me turn the call over to Fred.

Good morning everyone and thank you for joining us today. David will go through the financials in a minute. But before that I wanted to take a few minutes to briefly touch on my thoughts after six weeks as CEO of Stewart. First though I would like to thank our associates for helping deliver a strong third quarter results during a period of significant distraction from the speculation around the pending merger and our leadership change. Our people have remained focused and committed to deliver the great service our customers expect from Stewart. I believe the resilience in our results this quarter and over the last year, a period of significant uncertainty confirms that the market wants and in many cases needs a strong independent Stewart. This means be the Stewart today and what our focus will be.I want to remind -- briefly remind everyone that this is a 125 year old company with a strong brand and a proud history of customer oriented service that has been distracted over the past several years. Amidst the backdrop of multiple activist campaigns, call for sale, a year and a half merger process that ultimately did not ultimately consummated most of Stewart's customers remain loyal and our employees delivered quality service. But this period of distraction was also a period of uneven financial performance, limited investment in our business and lack of sustained growth. With these distractions behind us I believe there is a tremendous opportunity to change this and build a company positioned to consistently compete and win in our industry.As the company moves beyond this period of uncertainty and uneven performance I would like to point out a few important strengths we start with. Well, I've just spoken about the strength of our people which is a critical asset in…

Thank you Fred and good morning everyone. Stewart reported higher revenues of 499 million, overall revenues of 560 million, and net income of 66 million or $2.78 per adjusted share. On an adjusted basis -- per diluted share on an adjusted basis net income improved to 30 million from 20 million from last year's quarter while adjusted EPS has increased to a $1.28 per share from $0.85 per share from the third quarter 2018.As presented in Appendix A to our earnings release the calculation for adjusted diluted EPS which is a non-GAAP measure includes adjustments related to the 50 million FNF merger termination as well as equity method investment impairment, merger expenses, and other non-operating gains and losses. Our total revenues in the third quarter 2019 were up 3% from last year's quarter due to a strong housing market primarily influenced by increased lending due to lower interest rates and solid direct commercial, residential, and international business results.The title segment generated pre-tax income of 49 million or a 10% pre-tax margin. Excluding mark-to-market gains and losses relating to equity securities investments the impairment charge on an equity method investment, the segments third quarter 2019 pre-tax income would have increased 55% to 52 million from last year's pre-tax income of 34 million. With respect to our direct title business commercial revenues were up 7% as the fee per file increased 22% to $12,600 as a result of the increased transaction size. Direct residential revenues improved 18% as a result of increased lending. Our residential fee per file decreased 4% to $2200 primarily as a result of change in business mix in which we had a higher ratio of refinancing to purchase orders.Total international revenues increased 3 million or 10% on increased volumes from our Canada and UK operations. Compared to the…

[Operator Instructions]. We will take our first question from George Bose with KBW. Please go ahead.

Hey guys good morning. This is Bose. Actually the first question, the operating margin was definitely strong, stronger than we had expected, strong as we have seen in a while. Is it -- clearly the strength of the market is a big driver but just even quarter-over-quarter the revenues are up and the expense is up very modestly. So anything you can sort of -- color you can provide on just the strength of the margin this quarter?

Yeah, hi Bose it is David. I mean I think you sort of covered it right, it was pretty much the revenue leverage from the strong activities across the businesses and expenses then follow. I mean you certainly get some benefit of the fixed cost structure and so as revenues go up we see that on the margin. And I think that's pretty much what we saw this quarter.

And I mean is it too early to talk about sort of targets for a normalized margin, when can we sort of discuss that?

Yeah, I think that just sort of going back to Fred's comments on the 100 day initiatives and the like I think it's probably a little premature on sort of the longer-term margins. I think we need to get through that work and be back on that.

Obviously for the company right we have lagged the industry. And for a lot of reasons and so what you will see is focused on positioning ourselves to be better kind of situated to be a winner in the industry which means we've got to improve both margins and frankly our growth profile. But I think that's very possible to do, it is just a couple of areas where we need to focus and kind of think about our operating platform a little differently and how we approach the market, so.

Okay, great, thanks. Okay, just one more for me, on the agent side the shared obviously year-over-year that's been declining can you just any color there in terms of how you are going to address that?

So obviously, the segment that's going to be most affected by the merger is going to be the agency because agents don't want too much concentration with the leading company in the industry. So we obviously had implications of this announced merger where people shifted part of their shelf space away from us because they didn't want to be in the Fidelity family. And so that's what we have to win back. And so what we've done immediately is be very directive and very clear with those folks and try to win back that business. And I think again I think that's something we can do, we just have to get on it and focus on it. But it is something that is easy to anticipate given the transaction. I mean to me it's the obvious thing that agents want to do is balance their business. So we are after that and I think beyond that I think we have got some investments that we hadn’t made for a while that will enhance the value proposition to agents on the technology side that we're going to start focusing on immediately and so I think that's going to help as well. So we look for that segment to grow in the future forward.

Okay, great, thank you.

Our next question comes from John Campbell with Stephens, Inc. Please go ahead.

Hey guys, good morning. Congrats on a great quarter and Fred welcome, looking forward to working with you. Yeah, and so in your prepared remarks and I think you just mentioned this in the last -- answer to that last question but you mentioned kind of a lack of reinvestment in the business over the last few years I'm hoping you can maybe flesh that out a bit. I know it's probably a little early to size up maybe the total shortfall and then it's probably way too early to lay out how much reinvestment is needed going forward, so if you could just maybe provide any additional insight there to what extent you can and then maybe if you could also touch on what you're looking to do with the $50 million breakout fee that you guys have?

Yeah, so if you could imagine right this company probably for multiple years now has kind of hunkered down in a lot of ways and managed itself relatively well. I mean if you look at our service or success I'm very impressed with what folks have done over the last few years as we've kind of really been internally focused as we have looked at things like restructuring and etc. So if you look at our business as you can imagine most of our businesses there were some things that if you thought about long-term value creation you would have invested in and we did it. And so in almost every business and every area there are some places that I want to direct our investor. Now what we won't do is just lay on top a bunch of additional investments. There's other things we were doing that we're going to stop doing and reallocate that. So I would say that it's not overwhelming but it's important for us to kind of get focused on the future here and invest in some things.I would also say that the other thing that's going to be important for us is to fill some holes. As you can imagine over the last couple to three years we've lost some critical skills and capabilities and pockets. Again not overwhelming but areas where we need to make sure that we fill those holes and hire the right skill sets and make sure we are competitive in some areas. So I am pretty positive about where we are, I am kind of the resilience of the company is obvious when you look at kind of what we've done in the last two or three years but the upside here is tremendous if I could just make sure we accelerate some focused investment into businesses so we compete a little bit better. And again is it overwhelming no, but is it something that's going to take some time and some money, sure. And in the next quarter in particular, after next quarter we will be a lot clearer on where it is and what we're doing. And it is coming together pretty quickly but it is still a little over on exactly what we're going to do in some of the areas. But it's pretty straightforward, right, you can see from our results over the last few quarters that essentially we were kind of not holding share. We were we were shrinking relative to the market and that's going to stop.

Got it, that makes sense and then on the commercial growth that was a good result for you guys. I think you caught out over 20% growth in fee per file, I'm guessing that you guys probably saw a few larger deals in the quarter so if you can just maybe provide a little color on kind of the lumpiness of the orders and then any additional color out as far as the purchase versus refi mix and just any kind of geographical impacts?

Yeah, on the commercial I think it's just the continued focus that the business has had on sort of the larger course of customers across the country. That's a trend we've been seeing for sort of the last year. So I don't think there were any significant one off deals. I think it was just sort of a bigger transactions across the franchise. In terms of the purchase refi mix I mean I think we're sort of seeing what the market is seeing there -- selves against our competition when we have that order information. And so I would expect the trends you're seeing in the market to sort of impact us as well. Sort of look at all the housing economists that sort of look at this stuff. I mean they have continued strong housing market maybe refi is tapering off a bit as we go into next year and that would sort of be our expectation as well.

Okay, it's helpful and just to tack onto that, on the commercial side any caught ups as far as open orders and kind of what the pipeline looks like getting into 4Q?

I mean I think the guys think it's -- that this is still strong and but as you know on those kinds of deals I mean timing matters but we have some pipeline going in the quarter, just need to close them.

Okay, that's helpful. Thanks guys.

The next question will come from Geoffrey Dunn with Dowling & Partners. Please go ahead.

Thanks, good morning. Fred acknowledging six weeks on the job but as you think about your vision of the opportunities for Stewart is this equally an expense and top line opportunity, is it more top line than expense or vice versa, how do you view the opportunity for the operations based on what you've seen over the first six weeks and obviously your experience before that?

Yeah, I mean obviously if you look at our performance over the last say 10 years, decade right our margins lagged the industry but our growth did too, we lost share over the last decade. And so obviously we need to change that profile and so what you'll see is an expansion of margins as well as growth above the industry and I think both are very profitable. The question is how do you get at those margin expansion. I would tell you that most of it is going to be leverage, we're going to be leveraging it from some additional growth. Again are there some things that we're going to stop doing, yeah, I would say there is going to be a reallocation of dollars from some parts of the company to other parts of the dollar -- parts of the company. And so I think this is kind of leveraging our portfolio. The other thing you have seen is some of our ancillary businesses I think are areas where we can manage better. And there is some real leverage there in the overall business as we do that.So again it probably answers a little bit of both but more on the top line and the bottom if you expend just few expenses because they want to leverage our ability to win at the local market level. And again as you can imagine when you're reacting to things versus proactively thinking about it all your expense dollars are not going the right place. So for us we've got to get on the front foot and make sure that we're investing in the right places that actually lead to profitable growth and we are going to do that. And it was interesting again even in six weeks couple of things…

Okay and then in your comments you did have a bit of cautionary couple of sentences about this is not an overnight process. Just to frame that, I mean is it reasonable to think about the next three to five quarters really 2020 being a transition period, could be a bit lumpy depending on what your initiatives are plus and minus and really the payout is more of a 2021, 2022 type of thing?

I think that is fair. Again, do I think about it that way, not necessarily because we're going to move forward and complete that every day. And this is so much of an execution based business that this is kind of -- if you can out hustle you can do things. But there is going to be some investments, some refocusing of the company, and some decisions that essentially are going to be about the long-term not the short-term. So I think it's a fair characterization.

Alright, and then last question for David, what occurred sequentially with headcount in Q3 and what are the preliminary actions into Q4?

Head count has been coming down a little bit. I think with the merger we've been pretty firm on hiring. I think we'll see that trend continuing into the fourth quarter. I think where we go from there is really a function of what you just talked about with Fred in terms of the initiatives and investments and that kind of thing.

Okay, thanks.

[Operator Instructions]. Our next question comes from Mackenzie Aron with Zelman & Associates. Please go ahead.

Thank you, good morning. Just wanted to follow up on that question around needing to rebuild the team in certain areas. Fred, can you give us any color around what you've seen so far, are there certain areas of the business that seem to have had more attrition, or is it pretty broad based, anything by geography, is there anything that you can call out from some kind of a head count or personnel perspective?

Yeah, I don't think it's -- I don't think it's specific to any area but I do think that what you see when you go through something like this is that you lose advantage and again we have some holes in some areas that we're going to want to and need to be found. But we have been remarkably resilient so it's not -- again it's not overwhelming but its fair. I mean again you can imagine some functions particularly overhead functions that when you go through something like this there's some people that are just not going to hang around. So there are some areas that we will be beefing up and we are making sure that we hire. And again I would tell you that I've already -- we've already had a lot of calls and conversations with people that we want back that are already coming back. And interesting enough we've also had people from competitors that are talking to us about want to come too. So, again my view is that isn't overwhelming but it's important part of what we have to do, we have to make sure that we have a resilient organization and we have the skills we need in all the different areas. But again it's just part of what we need to do.

Great, and then it just going back to the agency conversation as well, how -- what's the sense around how sticky some of the shifts have been from agents that have had ties with Stewart, are those relationships that could be turned on relatively quickly or what's been the initial kind of reaction and impression that you've heard?

It is a great question, I think for the most part those are things that we can win back. I'm meeting actually tomorrow with over 100 agents to discuss kind of us and what we're doing. I'm pretty -- that's a business that we're going to grow a lot. I feel pretty confident in that, we can be a good partner for particularly winning agents. Agents that are investing in their business and growing their business. But they did shift, right, and again I think it's completely logical, I think if I was an agent I would have probably done the same thing. So, for us we've got to focus on that and make sure that we provide the value proposition we need to win them back. So I am confident we can get it back. The question is how long does it take, hopefully it's not too long but we got to work it. We've got to focus on it and make sure we are talking to and making sure we understand what the reasoning was and why we should get it back. But again it's not illogical. This is not one of those things in my view that that it is not unknowable. We know exactly what they were thinking as business people.So, we need to go to and get it back. And if you look at some of the growth over the last few years structurally in the industry to regional companies, regional companies have done a good job of taking some share from the larger companies in the agency channel and that's something we can get back easily. We are a little bit more nimble than the bigger guys, that's something that we should focus on particularly since a lot of those retail companies were built to sell anything to transactions from their perspective and so they have some disruption as well. So I think both short-term and structurally the agency channel is a channel that we can really do some good damage there and grow some share.

Hey, well thanks for all the color and best of luck.

The next question comes from DeForest Hinman with Walthausen & Company. Please go ahead.

Hello, thanks for taking the questions from shareholders. Great discussion, thanks for your review in your first few weeks on the job. You spent some time in terms of areas that we need to improve but maybe some people can better understand the opportunity, Fred can you talk about things that we do well and you talk about the culture of winning, where are areas we are already performing well, we can do even better?

I think again one of the things, I have watched this company for a lot of years actually and one of the fascinating things about it is we have an underutilized brand. And what struck me and it continues to strike me, as you look at our local markets service metrics and how the relationships are in some of these local markets with our people that's extraordinary. And given all the distraction and all of things that has gone through in this company the fact that we've lost some people, if you look at the quality of the relationships locally and some of the service stuff in a business like this which if you have that that's quite sticky and the question is how do you leverage that. But it is a tremendous strength.The other thing I would tell you is almost every customer I talk to they like our relative position versus the big guys, right. They think we're a little bit more responsive, a little bit more we hustle a tad better, our insight about some of the segments like in commercial is a little bit better the way we will work with them. So again there is some real interesting strengths in this company that I think as people partner with us better in a more global sense versus just that a micro person to person sense, it creates a real opportunity. But there's real strength here. Again if you look at across all industries, if you took a company in a generic industry and you said here for sale for 18 months, it sort of falls apart you wouldn't see the strength of our results it will disappear.I mean the stability of this company says something, the resilience that we're experiencing, the bounce back we had in the last six weeks as people we focused on what we needed to do that tells us that we have an underlying strength here that's real. There is something there to leverage. Now again that said we have work to do. Together we have a lot of work to do, to make us one of the better companies in the industry. So to your point this company has tremendous strengths to build off of.

Okay, and then as shareholders as we're looking for that plan, I know you talked about opportunities and you talked about revenue and the margin profile how are you going to be setting up those benchmarks both internally and help us think about how to make people fit those expectations and how are we going to communicate, how we're moving towards those expectations or benchmarks as shareholders, is it going to be we're going to have some one year targets, then we are talking about two or three targets, just any color that you can provide be very helpful for shareholders?

Yeah, so my view of this industry as in many insurance type financial services companies is that this is an execution based business, this is not so much of this is about winning day to day. It's kind of a game of inches if you will. And so when you're in a game, when you're a business like that execution, delivery is everything. And so what we're going to be doing is obviously be very clear about where we're going and it's going to cascade to this organization. So people have a clarity of what we need to achieve together. And from the outside world again what I'll try to do is be clear over kind of the next two to three years where we think we're going and what it's going to look like.Again you know my view is some of those people overestimate what you can contract quarter-to-quarter and what a quarter really means. But if you look at the right metrics over a period of time, right, it's obvious what we have to improve if we are doing this business. So you will see us lay out kind of what we call a long-term plan for the company, you will see more importantly internally a clarity to all our colleagues to say what do we need to achieve together. And again none of this stuff is easy. But my view is that we have a strong enough foundation and we have a clarity of what we think the opportunities are so we can execute a plan that's relatively transparent. So, I hope that's helpful. Again it's going to unfold as I said over the next 100 days as we kind of look at things because what I wanted to do is take the time to take a step back right here and look at all our businesses and look at all our positions so that I know how we need to reallocate our investment and our resources to the greatest opportunities. Because we've got to make sure we jump on some of this and kind of make some progress quickly.

You know that's very helpful color. Shifting gears to capital allocation, I believe this is touched on, but you have an interesting situation, I know there are some appropriate level of capitalization in terms of cash and investment portfolio but on a very high level it seems like you have a lot of excess capital currently, and has also received a break fee from the deal not being completed, you just spent half an hour talking about the opportunity in front of us, is it appropriate to be buying stock and kind of rewarding shareholders for waiting for this transaction to close, it didn’t and potentially lowering the share count and what we assume, we hope a much better earnings profile in the future?

Yeah, my primary use -- right now I'm going to hold the capital and I am going to focus that capital on building the business. That doesn't say over time I'm going to get some clarity on where we are with our capital base and if anybody's followed what I've done in the past. I tend to give back excess capital if I don’t feel like I can use it to grow the busy, it is just what I do. But right now what I'm going to do is focus on trying to build this business and right now my primary concern about our capital is using it to build the business. And I want to get more clarity over the next 12 months and after that I can have a little bit better answer but right now that's what the answer is.

Okay, so just a little bit more color on that, would that include M&A type transactions?

It could, again I think for us one of the things that is clear in this business is that winning at the local market and having a strong position at local markets is very, very helpful. Could there be some appropriate transactions that assist and help us sure, we don't need them necessarily but that could be. But I want to look at all the alternatives and to really understand how we build this business and that's really my priority right now.

Okay, thank you.

[Operator Instructions]. The next question comes from Geoffrey Dunn with Dowling & Partners. Please go ahead.

Thanks I just had a few number follow ups, David first, could you share your open order per day experience in the first few weeks of October?

On a seasonal basis we've continued to be strong. I mean obviously we're going into the slower time of the year relative to history where we're seeing good activity.

Can you put any specific number around the first two weeks or no?

I prefer not to but it's strong relative to prior years.

Okay and then investment income dipped this quarter as of the yield, obviously had a bit more cash in there but what are your thoughts around yield and the investment income level relative to this quarter going forward particularly if we're looking at two more rate cuts this year?

Yeah, I mean we've got it, it's a good question and there is a lot of people that would debate that. We would have been building cash going into the transaction. I think the ultimate use of that is response to the comment that Fred just had. I think there's, depending on what happens the way it stands right now you may not really be getting paid for duration but I think that is something our investment community looks at and will be taken up with the board. And whether we want to, how we want to reinvest some of that money in it. It might not only be in the investment portfolio it might be as Fred said in the business.

Okay, and then is $6 million still the right underlying run rate for corporate expenses?

Take all the noise out. You know we have had the -- we had the M&A stuff and all that and that's probably fair.

Okay, and then last question, how do we think about the agency premiums going into the fourth quarter and you see a reminder, do you have a lag reporting there so we should see a sequential uptick given 3Q direct activity or what is the trend there?

There is a lag so some of that activity then seeing on the increased order side will carry over into that business going into the fourth quarter.

Alright, great, thank you.

It does appear that we have no further questions at this time. I would like to turn the call back to our speakers for any additional remarks.

That concludes this quarter's conference call. Thank you for joining today and in your interest in Stewart.

This does conclude today's program. Thank you for your participation. You may disconnect at any time.