0001157523-19-002175.txt : 20191104 0001157523-19-002175.hdr.sgml : 20191104 20191104083113 ACCESSION NUMBER: 0001157523-19-002175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191104 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191104 DATE AS OF CHANGE: 20191104 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: 191188318 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 a52121494.htm 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

 
 
November 4, 2019
 
 
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))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, no par value
 
ITIC
 
The NASDAQ Stock Market LLC
Rights to Purchase Series A Junior Participating Preferred Stock
     
The NASDAQ Stock Market LLC
 

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 November 4, 2019, reporting Investors Title Company's financial results for the fiscal quarter ended September 30, 2019.

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

(d) Exhibits.  The following exhibit accompanies this Report:

Exhibit 99.1 - Press Release of Investors Title Company dated November 4, 2019.



SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
   
INVESTORS TITLE COMPANY
       
 Date:
November 4, 2019
By:
/s/ James A. Fine, Jr.
     
James A. Fine, Jr.
     
President, Principal Financial Officer and
     
Principal Accounting Officer
 



EXHIBIT INDEX

                        
EX-99.1 2 a52121494ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Investors Title Company Announces Third Quarter 2019 Financial Results

CHAPEL HILL, N.C.--(BUSINESS WIRE)--November 4, 2019--Investors Title Company today announced its results for the third quarter ended September 30, 2019. Net income attributable to the Company was $8.0 million, or $4.20 per diluted share, versus $10.6 million, or $5.61 per diluted share, for the prior year period. The Company set an all-time quarterly record for net premiums written.

Net premiums written increased 1.9% to $40.2 million, as lower average mortgage interest rates drove an increase in refinance activity, while the level of home sales remained strong as well. Revenue from non-title services increased 41.4%, mainly due to increased revenues associated with like-kind exchanges. Overall, revenues decreased 0.7% to $47.9 million, compared with $48.3 million in the prior year quarter, mainly due to a $2.5 million decrease in revenue associated with changes in the estimated fair value of equity security investments.

Operating expenses increased 6.2% versus the prior year quarter, primarily resulting from higher agent commissions commensurate with the increase in premium volume, and reflecting a higher proportion of agent business relative to direct business. Claims expense was flat with the prior year period, with relatively low levels of claims activity, and continued favorable loss development from prior year activity. Personnel expenses were 4.3% higher than the prior year period due to normal inflationary increases in salaries and benefits.

Income before income taxes decreased 20.2% to $10.0 million for the current quarter versus $12.6 million in the prior year period. Excluding the impact of changes in the estimated fair value of equity security investments, income before income taxes (non-GAAP) was virtually flat versus the prior year quarter (see Appendix A for a reconciliation of GAAP to non-GAAP measures used in this press release).


For the nine months ended September 30, 2019, net income attributable to the Company decreased 7.7% to $20.1 million, or $10.59 per diluted share, versus $21.8 million, or $11.47 per diluted share, for the prior year period. Revenues increased 5.4% to $130.6 million, mainly due to changes in the estimated fair value of equity security investments and an increase in revenues associated with like-kind exchange services. Results for the year-to-date period have been shaped predominantly by the same factors that affected the third quarter, with the exception of a higher provision for claims due to more favorable claims experience in the prior year period.

Chairman J. Allen Fine added, “We are pleased to report that in the third quarter, we set a new record level of net premiums written. Lower interest rates spurred an increased level of refinance activity, while premiums from home sales remained strong in light of continued strength in the U.S. economy. Excluding the impact of unrealized gains in equity securities, revenues (a non-GAAP measure) were up 4.8% over the prior year quarter.”

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, wages, 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, 2018, 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 Nine Months Ended September 30, 2019 and 2018

(in thousands, except per share amounts)

(unaudited)





 

 


Three Months Ended September 30,

 

Nine Months Ended September 30,

 


2019

 

2018

 

2019

 

2018

Revenues:


 

 

 

 

 

 

 

Net premiums written


$

40,169

 

 

$

39,422

 

 

$

103,942

 

 

$

104,123

 

Escrow and other title-related fees


2,393

 

 

1,812

 

 

5,616

 

 

5,465

 

Non-title services


2,539

 

 

1,795

 

 

7,444

 

 

5,083

 

Interest and dividends


1,156

 

 

1,138

 

 

3,605

 

 

3,381

 

Other investment income


708

 

 

829

 

 

2,044

 

 

2,279

 

Net realized investment gains


423

 

 

188

 

 

1,199

 

 

629

 

Changes in the estimated fair value of equity security investments


406

 

 

2,920

 

 

6,218

 

 

2,626

 

Other


145

 

 

157

 

 

550

 

 

387

 

Total Revenues


47,939

 

 

48,261

 

 

130,618

 

 

123,973

 

 


 

 

 

 

 

 

 

Operating Expenses:


 

 

 

 

 

 

 

Commissions to agents


19,928

 

 

18,490

 

 

51,261

 

 

48,942

 

Provision for claims


987

 

 

997

 

 

3,610

 

 

155

 

Personnel expenses


11,576

 

 

11,096

 

 

34,871

 

 

33,234

 

Office and technology expenses


2,350

 

 

2,208

 

 

6,803

 

 

6,603

 

Other expenses


3,079

 

 

2,910

 

 

8,821

 

 

8,440

 

Total Operating Expenses


37,920

 

 

35,701

 

 

105,366

 

 

97,374

 

 


 

 

 

 

 

 

 

Income before Income Taxes


10,019

 

 

12,560

 

 

25,252

 

 

26,599

 

 


 

 

 

 

 

 

 

Provision for Income Taxes


2,067

 

 

1,927

 

 

5,174

 

 

4,873

 

 


 

 

 

 

 

 

 

Net Income


7,952

 

 

10,633

 

 

20,078

 

 

21,726

 

 


 

 

 

 

 

 

 

Net Loss Attributable to Noncontrolling Interests


 

 

1

 

 

 

 

31

 

 


 

 

 

 

 

 

 

Net Income Attributable to the Company


$

7,952

 

 

$

10,634

 

 

$

20,078

 

 

$

21,757

 

 


 

 

 

 

 

 

 

Basic Earnings per Common Share


$

4.21

 

 

$

5.64

 

 

$

10.63

 

 

$

11.53

 

 


 

 

 

 

 

 

 

Weighted Average Shares Outstanding – Basic


1,889

 

 

1,887

 

 

1,888

 

 

1,886

 

 


 

 

 

 

 

 

 

Diluted Earnings per Common Share


$

4.20

 

 

$

5.61

 

 

$

10.59

 

 

$

11.47

 

 


 

 

 

 

 

 

 

Weighted Average Shares Outstanding – Diluted


1,895

 

 

1,897

 

 

1,896

 

 

1,896

 



 

 

Investors Title Company and Subsidiaries

Consolidated Balance Sheets

As of September 30, 2019 and December 31, 2018

(in thousands)

(unaudited)


 

 

 

 

September 30,
2019

 

December 31,
2018

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

43,992

 

 

$

18,694

 

 

 

 

 

 

Investments:

 

 

 

 

Fixed maturity securities, available-for-sale, at fair value

 

85,037

 

 

88,957

 

Equity securities, at fair value

 

55,785

 

 

48,489

 

Short-term investments

 

21,714

 

 

32,787

 

Other investments

 

12,689

 

 

12,436

 

Total investments

 

175,225

 

 

182,669

 

 

 

 

 

 

Premiums and fees receivable

 

12,630

 

 

12,128

 

Accrued interest and dividends

 

1,161

 

 

946

 

Prepaid expenses and other receivables

 

6,676

 

 

7,288

 

Property, net

 

9,914

 

 

10,304

 

Goodwill and other intangible assets, net

 

10,401

 

 

10,780

 

Operating lease right-of-use assets

 

4,619

 

 

 

Other assets

 

1,496

 

 

1,459

 

Total Assets

 

$

266,114

 

 

$

244,268

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

Reserve for claims

 

$

31,805

 

 

$

31,729

 

Accounts payable and accrued liabilities

 

27,530

 

 

27,735

 

Operating lease liabilities

 

4,622

 

 

 

Current income taxes payable

 

142

 

 

4,981

 

Deferred income taxes, net

 

6,125

 

 

4,184

 

Total liabilities

 

70,224

 

 

68,629

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

Common stock – no par value (10,000 authorized shares; 1,889 and 1,887 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively, excluding in each period 292 shares of common stock held by the Company's subsidiary)

 

 

 

 

Retained earnings

 

192,695

 

 

174,690

 

Accumulated other comprehensive income

 

3,195

 

 

949

 

Total stockholders’ equity

 

195,890

 

 

175,639

 

Total Liabilities and Stockholders’ Equity

 

$

266,114

 

 

$

244,268

 



 
   

Investors Title Company and Subsidiaries

Net Premiums Written By Branch and Agency

For the Three and Nine Months Ended September 30, 2019 and 2018

(in thousands)

(unaudited)


 
   

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2019

 

%

 

2018

 

%

 

2019

 

%

 

2018

 

%

Branch

 

$

11,557

 

 

28.8

 

$

11,905

 

 

30.2

 

$

29,111

 

 

28.0

 

$

31,258

 

 

30.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

28,612

 

 

71.2

 

27,517

 

 

69.8

 

74,831

 

 

72.0

 

72,865

 

 

70.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

40,169

 

 

100.0

 

$

39,422

 

 

100.0

 

$

103,942

 

 

100.0

 

$

104,123

 

 

100.0

























 

Investors Title Company and Subsidiaries
Appendix A
Non-GAAP Measures Reconciliation
For the Three and Nine Months Ended September 30, 2019 and 2018
(in thousands)
(unaudited)

Management uses various financial and operational measurements, including financial information not prepared in accordance with generally accepted accounting principles ("GAAP"), to analyze Company performance. This includes adjusting revenues to remove the impact of changes in the estimated fair value of equity security investments, which are recognized in net income under GAAP. Management believes that these measures are useful to evaluate the Company's internal operational performance from period to period because they eliminate the effects of external market fluctuations. The Company also believes users of the financial results would benefit from having access to such information, and that certain of the Company’s peers make available similar information. This information should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP, and may be different from similarly titled non-GAAP financial measures used by other companies.

The following tables reconcile non-GAAP financial measurements used by Company management to the comparable measurements using GAAP:

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

Total revenues (GAAP)

 

$

47,939

 

 

$

48,261

 

 

$

130,618

 

 

$

123,973

 

Subtract: Changes in the estimated fair value of equity security investments

 

(406

)

 

(2,920

)

 

(6,218

)

 

(2,626

)

Adjusted revenues (non-GAAP)

 

$

47,533

 

 

$

45,341

 

 

$

124,400

 

 

$

121,347

 

 

 

 

 

 

 

 

 

 

Income before Income Taxes

 

 

 

 

 

 

 

 

Income before income taxes (GAAP)

 

$

10,019

 

 

$

12,560

 

 

$

25,252

 

 

$

26,599

 

Subtract: Changes in the estimated fair value of equity security investments

 

(406

)

 

(2,920

)

 

(6,218

)

 

(2,626

)

Adjusted income before income taxes (non-GAAP)

 

$

9,613

 

 

$

9,640

 

 

$

19,034

 

 

$

23,973

 

 

Contacts

Elizabeth B. Lewter
Telephone: (919) 968-2200