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, 2017 |
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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))
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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, 2017, reporting Investors Title Company's financial results for the fiscal quarter ended March 31, 2017.
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, 2017.
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: | May 4, 2017 | 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 May 4, 2017 |
Exhibit 99.1
Investors Title Company Announces Record First Quarter 2017 Financial Results
CHAPEL HILL, N.C.--(BUSINESS WIRE)--May 4, 2017--Investors Title Company (NASDAQ:ITIC) today announced its results for the quarter ended March 31, 2017. The Company reported a record first quarter net income attributable to the Company of $4,476,055, or $2.36 per diluted share, compared with $1,814,040, or $0.93 per diluted share, for the prior year period.
Revenues for the quarter increased 52.0% to a new first quarter record of $37.8 million, compared with $24.9 million in the prior year. Net premiums written benefitted from higher transaction volumes, favorable rate changes in certain markets, and rising real estate values. Despite reductions in refinance activity, higher levels of home sales drove an increase in transaction volumes in each of the Company’s primary markets. In addition, premiums benefitted from the Company’s acquisition of University Title in the fourth quarter of 2016. Other revenues increased 44.2%, primarily due to certain non-premium charges which typically fluctuate with net premiums written.
Operating expenses increased 40.7% versus the prior year period, mainly due to increases in agent commissions commensurate with the increase in premium volumes, as well as the inclusion of operating expenses for University Title in the operating results. In addition, payroll expenses increased as a result of higher levels of incentive compensation and normal inflationary increases. The provision for claims was higher in the current quarter primarily due to more favorable claims experience recognized in the prior year period. All other expense categories increased in line with inflation.
Chairman J. Allen Fine commented, “The housing market continues to benefit from an improving economy and relatively favorable interest rates. Record levels of revenues, along with a higher mix of direct business, continuation of favorable claims experience, and stable overhead expenses resulted in the strongest first quarter earnings results in the Company’s history. With the benefit of improving economic conditions and favorable interest rates, we are optimistic that the strong housing market will drive higher levels of home sales throughout the year and in turn support another year of strong performance for Investors Title.”
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 this 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; difficulties managing growth, whether organic or through acquisitions 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, 2016, as filed with the Securities and Exchange Commission, and in subsequent filings.
Investors Title Company and Subsidiaries Consolidated Statements of Income For the Three Months Ended March 31, 2017 and 2016 (Unaudited) |
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Three Months Ended March 31, | |||||||||
2017 | 2016 | ||||||||
Revenues: | |||||||||
Net premiums written | $ | 33,641,564 | $ | 21,508,997 | |||||
Investment income – interest and dividends | 1,096,591 | 1,151,011 | |||||||
Net realized gain on investments | 103,339 | 149,830 | |||||||
Other | 2,959,695 | 2,052,184 | |||||||
Total Revenues | 37,801,189 | 24,862,022 | |||||||
Operating Expenses: | |||||||||
Commissions to agents | 16,331,110 | 11,532,882 | |||||||
Provision for claims | 719,397 | 15,959 | |||||||
Salaries, employee benefits and payroll taxes | 9,902,271 | 7,471,951 | |||||||
Office occupancy and operations | 1,939,055 | 1,493,860 | |||||||
Business development | 612,947 | 480,390 | |||||||
Filing fees, franchise and local taxes | 153,556 | 230,054 | |||||||
Premium and retaliatory taxes | 645,385 | 311,831 | |||||||
Professional and contract labor fees | 439,176 | 538,653 | |||||||
Other | 607,112 | 202,981 | |||||||
Total Operating Expenses | 31,350,009 | 22,278,561 | |||||||
Income before Income Taxes | 6,451,180 | 2,583,461 | |||||||
Provision for Income Taxes | 1,985,000 | 779,000 | |||||||
Net Income | 4,466,180 | 1,804,461 | |||||||
Net Loss Attributable to Noncontrolling Interests | 9,875 | 9,579 | |||||||
Net Income Attributable to the Company | $ | 4,476,055 | $ | 1,814,040 | |||||
Basic Earnings per Common Share | $ | 2.37 | $ | 0.94 | |||||
Weighted Average Shares Outstanding – Basic | 1,885,587 | 1,934,318 | |||||||
Diluted Earnings per Common Share | $ | 2.36 | $ | 0.93 | |||||
Weighted Average Shares Outstanding – Diluted | 1,894,838 | 1,940,963 |
Investors Title Company and Subsidiaries Consolidated Balance Sheets As of March 31, 2017 and December 31, 2016 (Unaudited) |
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March 31, 2017 |
December 31, 2016 |
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Assets: | |||||||||
Investments in securities: | |||||||||
Fixed maturities, available-for-sale, at fair value | $ | 98,382,799 | $ | 101,934,077 | |||||
Equity securities, available-for-sale, at fair value | 43,068,433 | 41,179,259 | |||||||
Short-term investments | 13,635,465 | 6,558,840 | |||||||
Other investments | 10,582,877 | 11,181,531 | |||||||
Total investments | 165,669,574 | 160,853,707 | |||||||
Cash and cash equivalents | 25,718,050 | 27,928,472 | |||||||
Premium and fees receivable | 8,663,495 | 8,654,161 | |||||||
Accrued interest and dividends | 1,336,998 | 1,035,152 | |||||||
Prepaid expenses and other assets | 10,323,199 | 9,456,523 | |||||||
Property, net | 9,477,362 | 8,753,466 | |||||||
Goodwill and other intangible assets, net | 12,023,053 | 12,256,641 | |||||||
Total Assets | $ | 233,211,731 | $ | 228,938,122 | |||||
Liabilities and Stockholders’ Equity | |||||||||
Liabilities: | |||||||||
Reserves for claims | $ | 35,445,000 | $ | 35,305,000 | |||||
Accounts payable and accrued liabilities | 22,577,847 | 26,146,480 | |||||||
Current income taxes payable | 3,479,935 | 1,232,432 | |||||||
Deferred income taxes, net | 11,421,379 | 11,118,256 | |||||||
Total liabilities | 72,924,161 | 73,802,168 | |||||||
Stockholders’ Equity: | |||||||||
Common stock – no par value (10,000,000 authorized shares; 1,886,088 and 1,884,283 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively, excluding in each period 291,676 shares of common stock held by the Company's subsidiary) | 1 | 1 | |||||||
Retained earnings | 147,405,440 | 143,283,621 | |||||||
Accumulated other comprehensive income | 12,801,119 | 11,761,447 | |||||||
Total stockholders’ equity attributable to the Company | 160,206,560 | 155,045,069 | |||||||
Noncontrolling interests | 81,010 | 90,885 | |||||||
Total stockholders’ equity | 160,287,570 | 155,135,954 | |||||||
Total Liabilities and Stockholders’ Equity | $ | 233,211,731 | $ | 228,938,122 |
Investors Title Company and Subsidiaries Net Premiums Written By Branch and Agency For the Three Months Ended March 31, 2017 and 2016 (Unaudited) |
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Three Months Ended March 31, | ||||||||||||||||
2017 | % | 2016 | % | |||||||||||||
Branch | $ | 9,463,769 | 28.1 | $ | 5,477,657 | 25.5 | ||||||||||
Agency | 24,177,795 | 71.9 | 16,031,340 | 74.5 | ||||||||||||
Total | $ | 33,641,564 | 100.0 | $ | 21,508,997 | 100.0 |
CONTACT:
Investors Title Company
Elizabeth B. Lewter, 919-968-2200