-----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, EHqnPyBrJJcEHQeyuXN3uTX90jF52HJv2CczKfnm74oP0avUnpueoXBf7JbpA9Fa XgTWH3O9hjFf0asvIiLEvw== 0001157523-06-004674.txt : 20060504 0001157523-06-004674.hdr.sgml : 20060504 20060504164523 ACCESSION NUMBER: 0001157523-06-004674 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060504 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 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: 06808934 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 a5141108.txt INVESTORS TITLE COMPANY 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 May 4, 2006 -------------------------------------------------------- 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) (Zip Code) (919) 968-2200 ---------------------------------------------------- Registrant's telephone number, including area code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. 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 May 4, 2006, reporting Investors Title Company's financial results for the fiscal quarter ended March 31, 2006. 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. Item 9.01. Financial Statements and Exhibits (c) Exhibits. The following exhibit accompanies this Report: Exhibit 99.1 - Press Release of Investors Title Company dated May 4, 2006. SIGNATURE 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: May 4, 2006 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 May 4, 2006 EX-99.1 3 a5141108ex991.txt INVESTORS TITLE COMPANY EXHIBIT 99.1 Exhibit 99.1 Investors Title Company Announces First Quarter 2006 Results CHAPEL HILL, N.C.--(BUSINESS WIRE)--May 4, 2006--J. Allen Fine, Chairman of Investors Title Company (NASDAQ:ITIC), announced that for the quarter ended March 31, 2006, the Company reported net income of $2,874,941, an increase of 82% compared with $1,580,494 for the prior year period. Net income per diluted share equaled $1.11, an increase of 85% compared with $.60 per diluted share in the same period last year. Net premiums written decreased 3% to $16,631,626 and revenues increased 4% to $20,178,848 compared with the prior year period. Revenue slightly exceeded the prior year period primarily due to a gain on the sale of investment securities, an increase in fee income generated by our Trust division and an increase in investment income. Income in the exchange segment also increased principally due to higher levels of interest earned on exchange funds. Offsetting these increases was a decline in our net premiums written resulting predominantly from lower levels of real estate activity in our operating territories. Profit margin improved as operating expenses decreased 4%. An increase in the percentage of premiums written directly through branches offices resulted in a decrease in commission to agents. A decline in compensation expense also contributed to the improvement in our operating margins. Chairman Fine added, "Overall we are pleased with our results for the quarter which is typically a seasonally slow period of the year. Much attention has been focused recently on the prospects for the housing market. Although signs point to an overall slow down, home sales have held up remarkably well. We remain focused on identifying opportunities to extend our distribution base, operate more efficiently and expand our related business lines." Investors Title Company is engaged through its subsidiaries in the business of issuing and underwriting title insurance policies. The Company also provides services in connection with tax-deferred 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. Such statements include any predictions regarding activity in the U.S. real estate market. 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, 2005, as filed with the Securities and Exchange Commission. Investors Title Company and Subsidiaries Consolidated Statements of Income March 31, 2006 and 2005 (Unaudited) For The Three Months Ended March 31 ----------------------- 2006 2005 ----------- ----------- Revenues: Underwriting income: Premiums Written $16,746,269 $17,246,037 Less-premiums for reinsurance ceded 114,643 139,079 ----------- ----------- Net premiums written 16,631,626 17,106,958 Investment income-interest and dividends 994,054 752,765 Net realized gain (loss) on sales of investments 561,647 (10,894) Exchange services revenue 1,027,732 809,639 Other 963,789 671,111 ----------- ----------- Total 20,178,848 19,329,579 ----------- ----------- Operating Expenses: Commissions to agents 6,283,396 6,991,749 Provision for claims 1,855,279 1,899,005 Salaries, employee benefits and payroll taxes 5,005,847 5,367,312 Office occupancy and operations 1,465,313 1,349,206 Business development 505,658 427,473 Taxes, other than payroll and income 150,885 110,754 Premium and retaliatory taxes 342,068 399,545 Professional fees 587,622 437,930 Other 218,839 45,111 ----------- ----------- Total 16,414,907 17,028,085 ----------- ----------- Income Before Income Taxes 3,763,941 2,301,494 ----------- ----------- Provision For Income Taxes 889,000 721,000 ----------- ----------- Net Income $ 2,874,941 $ 1,580,494 =========== =========== Basic Earnings Per Common Share $ 1.13 $ 0.62 =========== =========== Weighted Average Shares Outstanding - Basic 2,549,070 2,564,490 =========== =========== Diluted Earnings Per Common Share $ 1.11 $ 0.60 =========== =========== Weighted Average Shares Outstanding - Diluted 2,586,465 2,625,447 =========== =========== Investors Title Company and Subsidiaries Consolidated Balance Sheets As of March 31, 2006 and December 31, 2005 (Unaudited) March 31, December 31, 2006 2005 ------------ ------------ Assets Cash and cash equivalents $ 6,050,394 $ 14,608,481 Investments in securities: Fixed maturities: Held-to-maturity, at amortized cost 1,548,505 1,648,708 Available-for-sale, at fair value 89,637,349 75,472,342 Equity securities, available-for-sale at fair value 12,016,054 9,437,678 Short-term investments 1,541,527 7,257,734 Other investments 1,322,866 1,336,111 ------------ ------------ Total investments 106,066,301 95,152,573 Premiums receivable, net 6,822,344 7,818,558 Accrued interest and dividends 1,029,136 1,010,198 Prepaid expenses and other assets 1,503,128 1,592,326 Property acquired in settlement of claims 413,480 359,980 Property, net 5,384,086 5,466,765 Deferred income taxes, net 2,731,959 2,462,647 ------------ ------------ Total Assets $130,000,828 $128,471,528 ============ ============ Liabilities and Stockholders' Equity Liabilities: Reserves for claims $ 35,551,000 $ 34,857,000 Accounts payable and accrued liabilities 6,688,423 7,928,384 Commissions and reinsurance payables 307,623 442,098 Current income taxes payable 979,123 946,790 ------------ ------------ Total liabilities 43,526,169 44,174,272 ------------ ------------ Stockholders' Equity: Common stock - no par value (shares authorized 10,000,000; 2,548,115 and 2,549,434 shares issued and outstanding 2006 and 2005, respectively, excluding 295,361 and 297,783 shares 2006 and 2005, respectively, of common stock held by the Company's subsidiary) 1 1 Retained earnings 84,118,443 81,477,022 Accumulated other comprehensive income (net unrealized gain on investments) 2,356,215 2,820,233 ------------ ------------ Total stockholders' equity 86,474,659 84,297,256 ------------ ------------ Total Liabilities and Stockholders' Equity $130,000,828 $128,471,528 ============ ============ Investors Title Company and Subsidiaries Net Premiums Written By State For the Three Months Ended March 31, 2006 and 2005 (Unaudited) 2006 2005 - --------------------------------------------------------------------- Alabama $ 243,636 $ 350,730 Florida 278,335 309,609 Illinois 247,895 212,780 Kentucky 573,498 438,967 Maryland 373,769 372,646 Michigan 877,309 1,111,407 Minnesota 337,169 268,800 Mississippi 134,452 263,351 Nebraska 134,310 205,318 New York 503,596 586,005 North Carolina 8,441,482 7,758,779 Pennsylvania 315,912 378,825 South Carolina 1,402,073 2,047,893 Tennessee 666,323 567,848 Virginia 1,674,103 1,742,852 West Virginia 455,418 429,554 Other States 80,563 186,627 ------------- ----------------- Direct Premiums 16,739,843 17,231,991 Reinsurance Assumed 6,426 14,046 Reinsurance Ceded (114,643) (139,079) ------------- ----------------- Net Premiums Written $ 16,631,626 $ 17,106,958 ============= ================= Investors Title Company and Subsidiaries Net Premiums Written By Branch and Agency March 31, 2006 and 2005 (Unaudited) For The Three Months Ended March 31 ------------------------------------------------------------- 2006 % 2005 % ------------------------------------------------------------- Branch $7,727,025 46 $7,249,829 42 Agency 8,904,601 54 9,857,129 58 ------------------------------------------------------------- Total $16,631,626 100 $17,106,958 100 ============================================================= CONTACT: Investors Title Company Elizabeth B. Lewter, 919-968-2200 -----END PRIVACY-ENHANCED MESSAGE-----