8-K
INVESTORS TITLE CO (ITIC)
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): November 2, 2023
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<br> 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 November 2, 2023, reporting Investors Title Company's financial results for the fiscal quarter ended September 30, 2023.
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 2, 2023
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: November 2, 2023 | By: | /s/ James A. Fine, Jr. |
| James A. Fine, Jr. | ||
| President, Principal Financial Officer and | ||
| Principal Accounting Officer |
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release issued by Investors Title Company on November 2, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
| Exhibit 99.1 |
|---|
INVESTORS TITLE COMPANY ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS
Contact: Elizabeth B. Lewter
November 2, 2023
Telephone: (919) 968-2200
Nasdaq Symbol: ITIC
FOR IMMEDIATE RELEASE:
Chapel Hill, NC – Investors Title Company today announced results for the third quarter ended September 30, 2023. The Company reported net income of $7.1 million, or $3.75 per diluted share, for the three months ended September 30, 2023, compared to $7.9 million, or $4.17 per diluted share, for the prior year period.
Revenues decreased 21.3% to $61.4 million, compared with $78.0 million for the prior year quarter, primarily as the result of decreases in the Company’s title insurance business and other investment income. The reduction in title insurance revenues is attributable to an overall decline in the level of real estate transaction volumes resulting from higher average mortgage interest rates and ongoing housing inventory constraints. Changes in other investment income are due to fluctuations in the carrying value of the underlying investments and distributions received. The lower levels of title insurance activity and other investment income were partially offset by increases in non-title services revenue and interest income and an improvement in net investment (losses) gains. The increase in revenue from non-title services was mainly due to an increase in like-kind exchange revenues. The impact of positive changes in the estimated fair value of equity security investments resulted in a decrease in net investment losses compared to the prior year period.
Operating expenses decreased 22.3% compared to the prior year period, primarily due to reductions in expenses which fluctuate with title insurance volume. Commissions to agents decreased by $9.7 million, commensurate with the decrease in agent premium volume. Personnel expenses decreased by $2.5 million, primarily due to reductions in incentive compensation and reductions in staffing levels. Other expenses were down $2.7 million, mainly due to the impact of lower title insurance volumes and a reduction in the level of contractors engaged in software development activities. The provision for claims, and office and technology expenses, remained consistent with the prior year period.
Income before income taxes decreased to $8.6 million for the current quarter, versus $10.1 million in the prior year period. Excluding the impact of net investment (losses) gains, adjusted income before income taxes (non-GAAP) decreased 23.0% to $9.4 million for the quarter, versus $12.2 million in the prior year period (see Appendix A for a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure).
For the nine months ended September 30, 2023, net income decreased $527 thousand to $15.9 million, or $8.37 per diluted share, versus $16.4 million, or $8.63 per diluted share, for the prior year period. Revenues decreased 21.5% to $171.1 million, compared with $217.9 million for the prior year period. Operating expenses decreased 23.3% to $151.1 million, compared to $197.1 million for the prior year period. Overall results for the year-to-date period have been shaped predominantly by the same factors that affected the third quarter.
Chairman J. Allen Fine commented, “We were pleased to see an uptick in revenues this quarter over the second quarter, as we entered what is traditionally a more favorable time of year for real estate activity. Market conditions remained challenging, as interest rates rose to levels not seen in over 20 years. Partially offsetting reductions in title insurance revenues, investment earnings continued to benefit from higher average interest rates.
“Regardless of current market conditions, the strength of our balance sheet allows us to remain focused on the execution of our long-term business strategy. We will continue to navigate this market cycle by balancing expense discipline with ongoing targeted investments in growing our business and improving our competitive positioning.”
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, 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, 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 regulations; changes in the economy, including those resulting from a shutdown of the U.S. Government; the impact of inflation and responses by government regulators, including the Federal Reserve, such as increases in interest rates; the impact of the COVID-19 pandemic (including any of its variants) on the economy and the Company’s business; 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, 2022 as filed with the Securities and Exchange Commission, and in subsequent filings.
# #
Investors Title Company and Subsidiaries
Consolidated Statements of Operations
For the Three and Nine
Months Ended September 30, 2023 and 2022
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended<br><br> <br>September 30, | Nine Months Ended<br><br> <br>September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ||||||||
| Revenues: | |||||||||||
| Net premiums written | $ | 49,822 | $ | 66,658 | $ | 132,793 | $ | 199,409 | |||
| Escrow and other title-related fees | 4,683 | 6,136 | 12,942 | 17,461 | |||||||
| Non-title services | 4,636 | 3,679 | 14,513 | 8,889 | |||||||
| Interest and dividends | 2,313 | 1,229 | 6,537 | 3,055 | |||||||
| Other investment income | 514 | 2,173 | 2,915 | 4,616 | |||||||
| Net investment (losses) gains | (815 | ) | (2,154 | ) | 720 | (16,456 | ) | ||||
| Other | 257 | 277 | 647 | 924 | |||||||
| Total Revenues | 61,410 | 77,998 | 171,067 | 217,898 | |||||||
| Operating Expenses: | |||||||||||
| Commissions to agents | 23,806 | 33,478 | 63,735 | 97,161 | |||||||
| Provision for claims | 1,838 | 1,966 | 3,897 | 3,452 | |||||||
| Personnel expenses | 19,083 | 21,586 | 58,451 | 63,738 | |||||||
| Office and technology expenses | 4,209 | 4,274 | 13,122 | 12,930 | |||||||
| Other expenses | 3,864 | 6,606 | 11,845 | 19,783 | |||||||
| Total Operating Expenses | 52,800 | 67,910 | 151,050 | 197,064 | |||||||
| Income before Income Taxes | 8,610 | 10,088 | 20,017 | 20,834 | |||||||
| Provision for Income Taxes | 1,526 | 2,175 | 4,167 | 4,457 | |||||||
| Net Income | $ | 7,084 | $ | 7,913 | $ | 15,850 | $ | 16,377 | |||
| Basic Earnings per Common Share | $ | 3.75 | $ | 4.17 | $ | 8.37 | $ | 8.63 | |||
| Weighted Average Shares Outstanding – Basic | 1,891 | 1,897 | 1,894 | 1,897 | |||||||
| Diluted Earnings per Common Share | $ | 3.75 | $ | 4.17 | $ | 8.37 | $ | 8.63 | |||
| Weighted Average Shares Outstanding – Diluted | 1,891 | 1,897 | 1,894 | 1,898 |
Investors Title Company and Subsidiaries
Consolidated Balance Sheets
As of September 30, 2023 and December 31, 2022
(in thousands)
(unaudited)
| September 30,<br><br> 2023 | December 31,<br><br> 2022 | ||||
|---|---|---|---|---|---|
| Assets | |||||
| Cash and cash equivalents | $ | 30,411 | $ | 35,311 | |
| Investments: | |||||
| Fixed maturity securities, available-for-sale, at fair value | 64,640 | 53,989 | |||
| Equity securities, at fair value | 31,831 | 51,691 | |||
| Short-term investments | 103,959 | 103,649 | |||
| Other investments | 20,144 | 18,368 | |||
| Total investments | 220,574 | 227,697 | |||
| Premiums and fees receivable | 17,322 | 19,047 | |||
| Accrued interest and dividends | 1,111 | 872 | |||
| Prepaid expenses and other receivables | 14,888 | 11,095 | |||
| Property, net | 22,093 | 17,785 | |||
| Goodwill and other intangible assets, net | 16,588 | 17,611 | |||
| Lease assets | 6,432 | 6,707 | |||
| Other assets | 2,496 | 2,458 | |||
| Current income taxes recoverable | — | 1,174 | |||
| Total Assets | $ | 331,915 | $ | 339,757 | |
| Liabilities and Stockholders’ Equity | |||||
| Liabilities: | |||||
| Reserve for claims | $ | 37,494 | $ | 37,192 | |
| Accounts payable and accrued liabilities | 30,719 | 47,050 | |||
| Lease liabilities | 6,639 | 6,839 | |||
| Current income taxes payable | 1,008 | — | |||
| Deferred income taxes, net | 3,387 | 7,665 | |||
| Total liabilities | 79,247 | 98,746 | |||
| Stockholders’ Equity: | |||||
| Common stock – no par value (10,000 authorized shares; 1,891 and 1,897 shares issued<br><br> <br>and outstanding as of September 30, 2023 and December 31, 2022, respectively,<br><br> <br>excluding in each period 292 shares of common stock held by the Company's subsidiary) | — | — | |||
| Retained earnings | 253,423 | 240,811 | |||
| Accumulated other comprehensive (loss) income | (755 | ) | 200 | ||
| Total stockholders’ equity | 252,668 | 241,011 | |||
| Total Liabilities and Stockholders’ Equity | $ | 331,915 | $ | 339,757 |
Investors Title Company and Subsidiaries
Direct and Agency Net Premiums Written
For the Three and Nine
Months Ended September 30, 2023 and 2022
(in thousands)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | % | 2022 | % | 2023 | % | 2022 | % | |||||||||
| Direct | $ | 17,485 | 35.1 | $ | 22,112 | 33.2 | $ | 45,975 | 34.6 | $ | 69,446 | 34.8 | ||||
| Agency | 32,337 | 64.9 | 44,546 | 66.8 | 86,818 | 65.4 | 129,963 | 65.2 | ||||||||
| Total | $ | 49,822 | 100.0 | $ | 66,658 | 100.0 | $ | 132,793 | 100.0 | $ | 199,409 | 100.0 |
Investors Title Company and Subsidiaries
Appendix A
Non-GAAP Measures Reconciliation
For the Three and Nine
Months Ended September 30, 2023 and 2022
(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 net investment gains and losses, which are recognized in net income under GAAP. Net investment gains and losses include realized gains and losses on sales of investment securities and changes in the estimated fair value of equity security investments. For the three and nine months ended September 30, 2023, management has decided to exclude realized gains and losses on sales of investment securities in addition to changes in the estimated fair value of equity security investments for consistency with a similar change in the presentation in the Consolidated Statement of Operations. The non-GAAP financial measures for prior year periods included in this Appendix have also been updated for consistency with this presentation. Therefore adjusted revenues (non-GAAP) and adjusted income before income taxes (non-GAAP) below are not comparable with previously published non-GAAP financial measures for the Company. 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<br><br> September 30, | Nine Months Ended<br><br> September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ||||||
| Revenues | |||||||||
| Total revenues (GAAP) | $ | 61,410 | $ | 77,998 | $ | 171,067 | $ | 217,898 | |
| Add (Subtract): Net investment losses (gains) | 815 | 2,154 | (720 | ) | 16,456 | ||||
| Adjusted revenues (non-GAAP) | $ | 62,225 | $ | 80,152 | $ | 170,347 | $ | 234,354 | |
| Income before Income Taxes | |||||||||
| Income before income taxes (GAAP) | $ | 8,610 | $ | 10,088 | $ | 20,017 | $ | 20,834 | |
| Add (Subtract): Net investment losses (gains) | 815 | 2,154 | (720 | ) | 16,456 | ||||
| Adjusted income before income taxes (non-GAAP) | $ | 9,425 | $ | 12,242 | $ | 19,297 | $ | 37,290 |