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

Date of report (Date of earliest event reported): May 6, 2022

INVESTORS TITLE COMPANY
(Exact Name of Registrant as Specified in Charter)

   North Carolina  
    0-11774   
   56-1110199 
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
of Incorporation)
   

121 North Columbia Street, Chapel Hill, North Carolina                                               27514     
                (Address of Principal Executive Offices)                                                    (Zip Code)

 Registrant's telephone number, including area code:  (919) 968-2200


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))

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 May 6, 2022, reporting Investors Title Company's financial results for the fiscal quarter ended March 31, 2022.

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 May 6, 2022
Exhibit 104  - Cover Page Interactive Data File (embedded within the Inline XBRL document)


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:
May 6, 2022
By:
/s/ James A. Fine, Jr.
 
 
 
James A. Fine, Jr.
 
 
 
President, Principal Financial Officer and
 
 
 
Principal Accounting Officer
 
 

 
EXHIBIT INDEX


Exhibit No.
Description
 
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1



     Contact:  Elizabeth B. Lewter
May 6, 2022
Telephone: (919) 968-2200
        Nasdaq Symbol: ITIC
FOR IMMEDIATE RELEASE:

Chapel Hill, NC – Investors Title Company today announced results for the quarter ended March 31, 2022.  The Company reported net income of $6.2 million, or $3.25 per diluted share, compared with net income of $13.8 million, or $7.29 per diluted share, for the prior year period.

Total revenues decreased 4.3% to $69.0 million, compared to $72.1 million in the prior year period.  The Company set a first quarter record for net premiums written, however this was partially offset by the recognition of a $5.9 million loss in the estimated fair value of the equity investment portfolio.  Net premiums written increased 2.7% to $63.1 million, driven by increases in average home values and a higher level of purchase activity.  Escrow and title-related fees increased 81.0% due to growth in independent agent markets and products which support title insurance.  Revenues from non-title services increased 16.7%, mainly due to higher like-kind exchange activity and trust management fee income.

Operating expenses increased 11.8% to $61.2 million compared to $54.8 million in the prior year period.  Claims expense was $1.4 million lower than the prior period mainly due to a higher level of favorable loss development in the current period.  Personnel expenses were 31.6% higher primarily due to expansion of our presence in key markets, overall staff growth to support higher transaction volumes, and increased employee benefit and contract labor costs.  Other categories of operating expenses were 7.4% higher than the prior period primarily to support expansion of our geographic footprint as well as ongoing strategic technology initiatives.

Income before income taxes decreased $9.5 million to $7.8 million.  Excluding the impact of changes in the estimated fair value of investments in equity securities, income before income taxes (non-GAAP) decreased 2.6% to $13.7 million versus $14.1 million for the prior year period (see Appendix A for a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure).

Chairman J. Allen Fine commented, “As expected, rising mortgage interest rates suppressed refinance activity for the quarter.  However, rising home prices and volume growth resulting from our expansion efforts resulted in a new quarterly record for net premiums written again this quarter.

“We remain optimistic about the prospects for solid results for the Company in 2022.  Regardless of cyclical changes in the real estate market, we will remain focused on profitably expanding our market presence and enhancing our competitive strengths.”

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.

Cautionary Statements Regarding Forward-Looking Statements

Certain statements contained herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements may be identified by the use of words such as “plan,” expect,” “aim,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “should,” “could,” “would,” and other expressions that indicate future events and trends.  Such statements include, among others, any statements regarding the Company’s expected performance for this year, projections regarding U.S. recovery from the COVID-19 pandemic, future home price fluctuations, changes in home purchase or refinance demand, activity and the mix thereof, interest rate changes, expansion of the Company’s market presence, enhancing competitive strengths, developments 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 severity and duration of the COVID-19 pandemic (including any of its variants) and its effects (and the effects of measures undertaken to combat it) on the economy and the Company’s business; 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 regulations; changes in the economy; the potential impact of inflation; changes resulting from President Biden’s administration and Congress; 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, 2021 as filed with the Securities and Exchange Commission, and in subsequent filings.
# # # #

Investors Title Company and Subsidiaries
Consolidated Statements of Operations
For the Three Months Ended March 31, 2022 and 2021
(in thousands, except per share amounts)
(unaudited)
 
 
 
Three Months Ended
March 31,
 
 
 
2022
   
2021
 
Revenues:
           
Net premiums written
 
$
63,125
   
$
61,477
 
Escrow and other title-related fees
   
5,064
     
2,798
 
Non-title services
   
2,426
     
2,078
 
Interest and dividends
   
915
     
1,016
 
Other investment income
   
1,337
     
941
 
Net realized investment gains
   
1,747
     
321
 
Changes in the estimated fair value of equity security investments
   
(5,915
)
   
3,239
 
Other
   
299
     
208
 
Total Revenues
   
68,998
     
72,078
 
                 
Operating Expenses:
               
Commissions to agents
   
29,857
     
30,542
 
Provision for claims
   
176
     
1,591
 
Personnel expenses
   
21,254
     
16,153
 
Office and technology expenses
   
4,368
     
2,742
 
Other expenses
   
5,550
     
3,735
 
Total Operating Expenses
   
61,205
     
54,763
 
                 
Income before Income Taxes
   
7,793
     
17,315
 
                 
Provision for Income Taxes
   
1,608
     
3,492
 
                 
Net Income
 
$
6,185
   
$
13,823
 
                 
Basic Earnings per Common Share
 
$
3.26
   
$
7.30
 
                 
Weighted Average Shares Outstanding – Basic
   
1,896
     
1,894
 
                 
Diluted Earnings per Common Share
 
$
3.25
   
$
7.29
 
                 
Weighted Average Shares Outstanding – Diluted
   
1,903
     
1,897
 


Investors Title Company and Subsidiaries
Consolidated Balance Sheets
As of March 31, 2022 and December 31, 2021
(in thousands)
(unaudited)
 
 
 
March 31,
2022
   
December 31,
2021
 
Assets
           
             
Cash and cash equivalents
 
$
37,310
   
$
37,168
 
                 
Investments:
               
Fixed maturity securities, available-for-sale, at fair value
   
67,725
     
79,791
 
Equity securities, at fair value
   
69,945
     
76,853
 
Short-term investments
   
58,555
     
45,930
 
Other investments
   
20,217
     
20,298
 
Total investments
   
216,442
     
222,872
 
                 
Premiums and fees receivable
   
23,850
     
22,953
 
Accrued interest and dividends
   
1,000
     
817
 
Prepaid expenses and other receivables
   
11,618
     
11,721
 
Property, net
   
13,413
     
13,033
 
Goodwill and other intangible assets, net
   
15,621
     
15,951
 
Operating lease right-of-use assets
   
7,321
     
5,202
 
Other assets
   
1,822
     
1,771
 
Total Assets
 
$
328,397
   
$
331,488
 
                 
Liabilities and Stockholders’ Equity
               
                 
Liabilities:
               
Reserve for claims
 
$
36,366
   
$
36,754
 
Accounts payable and accrued liabilities
   
34,486
     
43,868
 
Operating lease liabilities
   
7,453
     
5,329
 
Current income taxes payable
   
6,164
     
3,329
 
Deferred income taxes, net
   
11,436
     
13,121
 
Total liabilities
   
95,905
     
102,401
 
                 
Stockholders’ Equity:
               
Common stock no par value (10,000 authorized shares; 1,897 and 1,895 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively, excluding in each period 292 shares of common stock held by the Company's subsidiary)
   
     
 
Retained earnings
   
231,274
     
225,861
 
Accumulated other comprehensive income
   
1,218
     
3,226
 
Total stockholders’ equity
   
232,492
     
229,087
 
Total Liabilities and Stockholders’ Equity
 
$
328,397
   
$
331,488
 


Investors Title Company and Subsidiaries
Net Premiums Written By Branch and Agency
For the Three Months Ended March 31, 2022 and 2021
(in thousands)
(unaudited)
 
   
Three Months Ended March 31,
 
   
2022
   
%
   
2021
   
%
 
Branch
 
$
17,418
     
27.6
   
$
17,360
     
28.2
 
                                 
Agency
   
45,707
     
72.4
     
44,117
     
71.8
 
                                 
Total
 
$
63,125
     
100.0
   
$
61,477
     
100.0
 


Investors Title Company and Subsidiaries
Appendix A
Non-GAAP Measures Reconciliation
For the Three Months Ended March 31, 2022 and 2021
(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
March 31,
 
   
2022
   
2021
 
             
Revenues
           
Total revenues (GAAP)
 
$
68,998
   
$
72,078
 
Add (Subtract):  Changes in the estimated fair value of equity security investments
   
5,915
     
(3,239
)
Adjusted revenues (non-GAAP)
 
$
74,913
   
$
68,839
 
                 
Income before Income Taxes
               
Income before income taxes (GAAP)
 
$
7,793
   
$
17,315
 
Add (Subtract):  Changes in the estimated fair value of equity security investments
   
5,915
     
(3,239
)
Adjusted income before income taxes (non-GAAP)
 
$
13,708
   
$
14,076