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
August 3, 2016 |
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Date of Report (Date of earliest event reported) |
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INVESTORS TITLE COMPANY |
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(Exact name of Registrant as specified in its charter) |
North Carolina
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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 |
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Chapel Hill, North Carolina
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27514 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(919) 968-2200
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Registrant's telephone number, including area code |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing 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 August 3, 2016, reporting Investors Title Company's financial results for the fiscal quarter ended June 30, 2016.
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 August 3, 2016.
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.
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INVESTORS TITLE COMPANY |
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Date: |
August 3, 2016 |
By: |
/s/ James A. Fine, Jr. |
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James A. Fine, Jr. |
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President, Treasurer and |
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Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 |
Press release issued by Investors Title Company on August 3, 2016 |
Exhibit 99.1
Investors Title Company Announces Second Quarter 2016 Financial Results
CHAPEL HILL, N.C.--(BUSINESS WIRE)--August 3, 2016--Investors Title Company (NASDAQ: ITIC) today announced its results for the second quarter ended June 30, 2016. Net income attributable to the Company increased 9.9% to $4.5 million, or $2.35 per diluted share, versus $4.1 million, or $2.05 per diluted share, for the prior year period.
Revenues decreased 4.7% versus the prior year quarter to $33.8 million, mainly due to a slight reduction in net premiums written and a net realized loss on investments. Net premiums written decreased 2.2% to $29.8 million, as a greater share of policy volume originated in markets with lower average premium rates. The unfavorable geographic mix was partially offset by higher levels of purchase transactions, as generally improving economic conditions and increases in real estate values drove higher mortgage volumes. Lower average interest rates drove refinance activity up versus the first quarter, although volumes were down slightly versus the prior year period.
Operating expenses decreased 8.1% versus the prior year quarter to $27.3 million, primarily due to a decrease in the provision for claims, stemming from favorable loss development in recent policy years, and a decrease in agent commissions, reflecting a higher proportion of business written in markets with direct operations. Payroll expenses were up 4.5% to $7.2 million due to normal inflationary increases and an increase in the accrual for incentive compensation. In total, all other categories of operating expenses were down marginally versus the prior year period.
For the six months ended June 30, 2016, net income attributable to the Company increased 8.5% to $6.3 million, or $3.28 per diluted share, versus $5.8 million, or $2.90 per diluted share, for the prior year period. Revenues decreased 8.0% to $58.7 million versus the prior year period, while operating expenses decreased 10.9% to $49.6 million. Results for the first half of the year have been shaped predominantly by the same factors that affected the second quarter.
Chairman J. Allen Fine added, “We are pleased to report a record level of earnings for the quarter, driven by a higher proportion of direct business, favorable loss development trends, and stable overhead expenses. An improving economy, coupled with an unexpected drop in mortgage interest rates, resulted in the continuation of an active real estate market. We remain optimistic that these positive economic trends will continue to bring strong transaction volumes and sustained levels of home prices throughout the remainder of the year.”
Investors Title Company’s subsidiaries issue and underwrite title insurance policies. The Company also provides investment management services and services in connection with tax-deferred exchanges of like-kind property.
Certain statements contained herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, among others, any statements regarding the Company’s expected performance for the year, future home price fluctuations, changes in home purchase or refinance activity and the mix thereof, interest rate changes, expansion of the Company’s market presence, enhancing competitive strengths, positive development in housing affordability, unemployment or overall economic conditions or statements regarding our actuarial assumptions and the application of recent historical claims experience to future periods. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from anticipated and historical results. Such risks and uncertainties include, without limitation: the cyclical demand for title insurance due to changes in the residential and commercial real estate markets; the occurrence of fraud, defalcation or misconduct; variances between actual claims experience and underwriting and reserving assumptions, including the limited predictive power of historical claims experience; declines in the performance of the Company’s investments; government regulation; changes in the economy; loss of agency relationships, or significant reductions in agent-originated business and other considerations set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission, and in subsequent filings.
Investors Title Company and Subsidiaries Consolidated Statements of Income For the Three and Six Months Ended June 30, 2016 and 2015 (Unaudited) |
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Three Months Ended |
Six Months Ended |
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2016 | 2015 | 2016 | 2015 | |||||||||||
Revenues: | ||||||||||||||
Net premiums written | $ | 29,790,232 | $ | 30,464,581 | $ | 51,299,229 | $ | 55,426,622 | ||||||
Investment income – interest and dividends | 1,167,005 | 1,131,487 | 2,318,016 | 2,309,526 | ||||||||||
Net realized (loss) gain on investments | (14,828 | ) | 925,164 | 135,002 | 939,967 | |||||||||
Other | 2,885,302 | 2,960,575 | 4,937,486 | 5,107,501 | ||||||||||
Total Revenues | 33,827,711 | 35,481,807 | 58,689,733 | 63,783,616 | ||||||||||
Operating Expenses: | ||||||||||||||
Commissions to agents | 15,674,346 | 16,898,691 | 27,207,228 | 31,495,230 | ||||||||||
Provision for claims | 647,912 | 2,130,810 | 663,871 | 2,917,422 | ||||||||||
Salaries, employee benefits and payroll taxes | 7,173,198 | 6,866,632 | 14,645,149 | 14,144,081 | ||||||||||
Office occupancy and operations | 1,535,902 | 1,443,297 | 3,029,762 | 2,747,518 | ||||||||||
Business development | 606,258 | 578,194 | 1,086,648 | 1,065,169 | ||||||||||
Filing fees, franchise and local taxes | 267,103 | 221,098 | 497,157 | 437,741 | ||||||||||
Premium and retaliatory taxes | 574,249 | 634,747 | 886,080 | 1,111,338 | ||||||||||
Professional and contract labor fees | 537,446 | 680,483 | 1,076,099 | 1,264,590 | ||||||||||
Other | 269,250 | 241,358 | 472,231 | 444,906 | ||||||||||
Total Operating Expenses | 27,285,664 | 29,695,310 | 49,564,225 | 55,627,995 | ||||||||||
Income before Income Taxes | 6,542,047 | 5,786,497 | 9,125,508 | 8,155,621 | ||||||||||
Provision for Income Taxes | 2,012,000 | 1,666,000 | 2,791,000 | 2,309,000 | ||||||||||
Net Income | 4,530,047 | 4,120,497 | 6,334,508 | 5,846,621 | ||||||||||
Net (Gain) Loss Attributable to Noncontrolling Interests | (667 | ) | — | 8,912 | — | |||||||||
Net Income Attributable to the Company | $ | 4,529,380 | $ | 4,120,497 | $ | 6,343,420 | $ | 5,846,621 | ||||||
Basic Earnings per Common Share | $ | 2.36 | $ | 2.06 | $ | 3.29 | $ | 2.91 | ||||||
Weighted Average Shares Outstanding – Basic | 1,923,213 | 2,004,698 | 1,928,766 | 2,008,718 | ||||||||||
Diluted Earnings per Common Share | $ | 2.35 | $ | 2.05 | $ | 3.28 | $ | 2.90 | ||||||
Weighted Average Shares Outstanding – Diluted | 1,928,625 | 2,009,495 | 1,935,325 | 2,013,878 | ||||||||||
Investors Title Company and Subsidiaries Consolidated Balance Sheets As of June 30, 2016 and December 31, 2015 (Unaudited) |
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June 30, 2016 |
December 31, 2015 |
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Assets: | ||||||||
Investments in securities: | ||||||||
Fixed maturities, available-for-sale, at fair value | $ | 113,672,233 | $ | 106,066,384 | ||||
Equity securities, available-for-sale, at fair value | 38,961,905 | 37,513,464 | ||||||
Short-term investments | 2,665,302 | 6,865,406 | ||||||
Other investments | 9,240,525 | 10,106,828 | ||||||
Total investments | 164,539,965 | 160,552,082 | ||||||
Cash and cash equivalents | 22,619,643 | 21,790,068 | ||||||
Premium and fees receivable | 8,027,953 | 8,392,697 | ||||||
Accrued interest and dividends | 1,067,546 | 1,004,126 | ||||||
Prepaid expenses and other assets | 7,709,195 | 12,634,105 | ||||||
Property, net | 7,827,159 | 7,148,951 | ||||||
Current income taxes recoverable | 1,767,406 | — | ||||||
Total Assets | $ | 213,558,867 | $ | 211,522,029 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Liabilities: | ||||||||
Reserves for claims | $ | 37,205,000 | $ | 37,788,000 | ||||
Accounts payable and accrued liabilities | 18,393,997 | 25,043,588 | ||||||
Current income taxes payable | — | 210,355 | ||||||
Deferred income taxes, net | 9,772,206 | 5,703,006 | ||||||
Total liabilities | 65,371,203 | 68,744,949 | ||||||
Stockholders’ Equity: | ||||||||
Common stock – no par value (10,000,000 authorized shares; 1,916,216 and |
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1,949,797 shares issued and outstanding 2016 and 2015, respectively, |
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excluding 291,676 shares for 2016 and 2015 of common stock held by the |
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Company's subsidiary) |
1 | 1 | ||||||
Retained earnings | 133,878,480 | 131,186,866 | ||||||
Accumulated other comprehensive income | 14,219,544 | 11,483,015 | ||||||
Total stockholders’ equity attributable to the Company | 148,098,025 | 142,669,882 | ||||||
Noncontrolling interests | 89,639 | 107,198 | ||||||
Total stockholders’ equity | 148,187,664 | 142,777,080 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 213,558,867 | $ | 211,522,029 | ||||
Investors Title Company and Subsidiaries Net Premiums Written By Branch and Agency For the Three and Six Months Ended June 30, 2016 and 2015 (Unaudited) |
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Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
2016 | % | 2015 | % | 2016 | % | 2015 | % | ||||||||||||||||||
Branch | $ | 8,413,116 | 28.2 | $ | 7,707,773 | 25.3 | $ | 13,890,773 | 27.1 | $ | 13,313,537 | 24.0 | |||||||||||||
Agency | 21,377,116 | 71.8 | 22,756,808 | 74.7 | 37,408,456 | 72.9 | 42,113,085 | 76.0 | |||||||||||||||||
Total | $ | 29,790,232 | 100.0 | $ | 30,464,581 | 100.0 | $ | 51,299,229 | 100.0 | $ | 55,426,622 | 100.0 |
CONTACT:
Investors Title Company
Elizabeth B. Lewter, 919-968-2200