-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bf5hGpj5HKk1+yPsU49ebFHL/wKDicAIxLo1vzyQ6/rZYraQS9xifZaQ0SearcDp S+1y4FjyD3YlDaKN7SziTg== 0001157523-04-007145.txt : 20040730 0001157523-04-007145.hdr.sgml : 20040730 20040730101130 ACCESSION NUMBER: 0001157523-04-007145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: FILED AS OF DATE: 20040730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS TITLE CO CENTRAL INDEX KEY: 0000720858 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 561110199 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11774 FILM NUMBER: 04940806 BUSINESS ADDRESS: STREET 1: 121 N COLUMBIA ST STREET 2: P O DRAWER 2687 CITY: CHAPEL HILL STATE: NC ZIP: 27514 BUSINESS PHONE: 9199682200 MAIL ADDRESS: STREET 1: 121 NORTH COLUMBIA STREET CITY: CHAPEL HILL STATE: NC ZIP: 27514 8-K 1 a4691718.txt INVESTORS TITLE 8-K 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 July 28, 2004 ------------------------------------------------------- Date of Report (Date of earliest event reported) INVESTORS TITLE COMPANY ------------------------------------------------------- (Exact name of Registrant as specified in its charter) North Carolina 0-11774 56-1110199 - ------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 121 North Columbia Street Chapel Hill, North Carolina 27514 ----------------------------------------------------- (Address of Principal Executive Offices) (919) 968-2200 ----------------------------------------------------- Registrant's telephone number, including area code ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release of Investors Title Company, dated July 28, 2004, reporting Investors Title Company's financial results for the fiscal quarter ended June 30, 2004. 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 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. 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 hereunto duly authorized. INVESTORS TITLE COMPANY Date: July 28, 2004 By: /s/ James A. Fine, Jr. ---------------------- James A. Fine, Jr. President, Treasurer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release issued by Investors Title Company on July 28, 2004. EX-99.1 3 a4691718ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Investors Title Company Announces Earnings CHAPEL HILL, N.C.--(BUSINESS WIRE)--July 28, 2004--J. Allen Fine, Chairman of Investors Title Company (NASDAQ:ITIC), announced that for the quarter ended June 30, 2004, the Company had net income of $2,880,395, a decrease of 7% compared with the same quarter in 2003. Diluted earnings per share were $1.10 versus $1.18 in the prior year period. Net premiums written decreased 16% to $19,649,652 from $23,322,629 and total revenues decreased 15% to $21,481,487. For the six-month period ended June 30, 2004, the Company reported net income of $5,101,999, a decrease of 10% compared with the same six-month period in 2003. Diluted earnings per share were $1.94 versus $2.18 in the prior year period. Net premiums written decreased 15% to $36,631,408 and total revenues decreased 13% to $40,098,056. Chairman Fine added, "Premiums written declined primarily due to significantly lower levels of mortgage refinancing compared with the prior year quarter. Residential and commercial property activity remained relatively strong compared with the prior year period. Total revenues were positively impacted by the rate increase filed on 10/1/03 in North Carolina for insured closing services, and increased exchange services revenue in our section 1031 exchange subsidiaries." Investors Title Company is engaged through its subsidiaries in the business of issuing and underwriting title insurance policies. Title insurance is typically sold when real estate is purchased and upon refinancing of loans secured by real estate. Policies are issued through 29 branch offices and a network of agents located across 24 states and the District of Columbia. The Company also provides services in connection with tax-free exchanges of like-kind property as well as investment management services to individuals, trusts, foundations and businesses. Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from anticipated and historical results. For more details on risk, uncertainties and other factors that could affect expectations, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2003, as filed with the Securities and Exchange Commission. Investors Title Company and Subsidiaries Consolidated Statements of Income June 30, 2004 and 2003 (Unaudited) For The Three For The Six Months Ended Months Ended June 30 June 30 ----------------------- ------------------------ 2004 2003 2004 2003 Revenues: Underwriting income: Premiums Written $19,743,434 $23,415,757 $36,794,716 $43,180,931 Less-premiums for reinsurance ceded 93,782 93,128 163,308 190,317 ----------- ----------- ----------- ----------- Net premiums written 19,649,652 23,322,629 36,631,408 42,990,614 Investment income- interest and dividends 691,996 679,857 1,365,322 1,354,435 Net realized gain on sales of investments 16,956 41,867 20,387 64,914 Exchange services revenue 542,304 389,812 1,022,198 490,901 Other 580,579 745,478 1,058,741 1,307,222 ----------- ----------- ----------- ----------- Total 21,481,487 25,179,643 40,098,056 46,208,086 ----------- ----------- ----------- ----------- Operating Expenses: Commissions to agents 7,913,200 11,462,988 14,911,795 20,855,778 Provision for claims 2,185,024 2,687,693 4,029,403 4,770,731 Salaries, employee benefits and payroll taxes 4,328,260 3,708,942 8,176,165 7,255,999 Office occupancy and operations 1,322,957 1,365,677 2,533,255 2,462,793 Business development 523,523 402,204 876,937 783,156 Taxes, other than payroll and income 97,940 121,159 299,054 175,282 Premium and retaliatory taxes 389,391 462,819 722,395 884,105 Professional fees 408,871 250,795 819,546 458,139 Other 5,133 147,914 36,507 199,845 ----------- ----------- ----------- ----------- Total 17,174,299 20,610,191 32,405,057 37,845,828 ----------- ----------- ----------- ----------- Income Before Income Taxes 4,307,188 4,569,452 7,692,999 8,362,258 ----------- ----------- ----------- ----------- Provision For Income Taxes 1,426,793 1,482,000 2,591,000 2,666,245 ----------- ----------- ----------- ----------- Net Income $ 2,880,395 $ 3,087,452 $ 5,101,999 $ 5,696,013 =========== =========== =========== =========== Basic Earnings Per Common Share $ 1.15 $ 1.24 $ 2.04 $ 2.27 =========== =========== =========== =========== Weighted Average Shares Outstanding - Basic 2,502,807 2,494,036 2,504,088 2,503,773 =========== =========== =========== =========== Diluted Earnings Per Common Share $ 1.10 $ 1.18 $ 1.94 $ 2.18 =========== =========== =========== =========== Weighted Average Shares Outstanding - Diluted 2,618,477 2,619,743 2,628,431 2,616,098 =========== =========== =========== =========== Investors Title Company and Subsidiaries Consolidated Balance Sheets As of June 30, 2004 and December 31, 2003 June 30, 2004 Dec. 31, 2003 (Unaudited) (Audited) ------------- -------------- Assets Cash and cash equivalents $ 5,013,645 $ 5,125,356 Investments in securities: Fixed maturities: Held-to-maturity, at amortized cost 3,341,240 3,526,030 Available-for-sale, at fair value 71,188,047 60,803,807 Equity securities, at fair value 6,628,712 14,556,785 Other investments 1,280,494 955,561 ------------ ------------ Total investments 82,438,493 79,842,183 Premiums receivable, net 7,995,639 8,031,803 Accrued interest and dividends 679,458 667,147 Prepaid expenses and other assets 1,488,550 934,345 Property acquired in settlement of claims 286,517 286,517 Property, net 4,143,845 4,099,243 Deferred income taxes, net 1,172,598 1,485,217 ------------ ------------ Total Assets $103,218,745 $100,471,811 ============ ============ Liabilities and Stockholders' Equity Liabilities: Reserves for claims $ 30,476,000 $ 30,031,000 Accounts payable and accrued liabilities 4,653,737 6,243,906 Commissions and reinsurance payables 489,598 726,191 Current income taxes payable 356,278 281,968 ------------ ------------ Total liabilities 35,975,613 37,283,065 ------------ ------------ Stockholders' Equity: Common stock - no par value (shares authorized 10,000,000; 2,501,364 and 2,503,923 shares issued and outstanding 2004 and 2003,respectively, excluding 354,380 and 351,821 shares 2004 and 2003, respectively, of common stock held by the Company's subsidiary) 1 1 Retained earnings 64,435,785 59,756,927 Accumulated other comprehensive income (net unrealized gain on investments) 2,807,346 3,431,818 ------------ ------------ Total stockholders' equity 67,243,132 63,188,746 ------------ ------------ Total Liabilities and Stockholders' Equity $103,218,745 $100,471,811 ============ ============ Investors Title Company and Subsidiaries Net Premiums Written By State For the Six Months Ended June 30, 2004 and 2003 (Unaudited) 2004 2003 - ------------------------------------------------------------------- Alabama $ 713,670 $ 645,527 Arkansas (421) 18,170 District of Columbia 4,245 6,274 Florida 655,488 25,150 Georgia 40,300 27,639 Illinois 549,122 756,449 Indiana 80,343 175,701 Kentucky 869,208 941,646 Louisiana 30,943 1,676 Maryland 737,048 975,414 Michigan 2,580,427 4,394,450 Minnesota 517,584 1,093,748 Mississippi 512,817 565,025 Missouri 147,849 19,218 Nebraska 455,806 1,163,552 New Jersey 14,281 41,266 New York 1,832,172 3,106,336 North Carolina 16,568,586 14,909,659 Ohio 12,348 65,129 Pennsylvania 1,459,575 3,297,694 South Carolina 3,245,445 3,272,382 Tennessee 1,584,199 2,029,754 Virginia 3,320,600 4,608,819 West Virginia 863,081 1,034,122 Wisconsin - (100) ------------- --------------- Direct Premiums 36,794,716 43,174,700 Reinsurance Assumed - 6,231 Reinsurance Ceded (163,308) (190,317) ------------- --------------- Net Premiums Written $ 36,631,408 $ 42,990,614 ============= =============== Investors Title Company and Subsidiaries Net Premiums Written By Branch and Agency June 30, 2004 and 2003 (Unaudited) For The Three Months Ended June 30 ---------------------------------------------- 2004 % 2003 % ---------------------------------------------- Branch $8,828,544 45 $7,996,257 34 Agency 10,821,108 55 15,326,372 66 ---------------------------------------------- Total $19,649,652 100 $23,322,629 100 ============================================== For The Six Months Ended June 30 ----------------------------------------------- 2004 % 2003 % ----------------------------------------------- Branch $16,287,955 44 $14,997,950 35 Agency 20,343,453 56 27,992,664 65 -------------------- -------------------------- Total $36,631,408 100 $42,990,614 100 ==================== ========================== CONTACT: Investors Title Company Elizabeth B. Lewter, 919-968-2200 -----END PRIVACY-ENHANCED MESSAGE-----