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 6, 2018 | ||
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 |
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(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 |
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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 August 6, 2018, reporting Investors Title Company's financial results for the fiscal quarter ended June 30, 2018.
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 August 6, 2018.
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.
INVESTORS TITLE COMPANY |
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Date: | August 6, 2018 | By: |
/s/ James A. Fine, Jr. |
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James A. Fine, Jr. |
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President, Principal Financial Officer and |
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Principal Accounting Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
Press release issued by Investors Title Company on August 6, 2018 |
Exhibit 99.1
Investors Title Company Announces Record Second Quarter 2018 Financial Results
CHAPEL HILL, N.C.--(BUSINESS WIRE)--August 6, 2018--Investors Title Company (NASDAQ: ITIC) today announced its results for the second quarter ended June 30, 2018. Net income attributable to the Company increased 22.4% to a new second quarter record of $6.9 million, or $3.66 per diluted share, versus $5.7 million, or $2.99 per diluted share, for the prior year period.
Revenues also set a new second quarter record, increasing 4.5% to $41.9 million, compared with $40.1 million in the prior year period. Net premiums written increased due to higher real estate values, as well as a shift to higher-premium purchase activity, which offset the decline in refinance activity that has occurred over the past year. Other investment income increased primarily due to higher earnings from partnership investments. Implementation of a new accounting standard in 2018 resulted in recognition of a $0.3 million net unrealized gain on equity investments.
Operating expenses increased 4.2% versus the prior year quarter, mainly driven by higher personnel and claims expenses. Personnel costs increased as a result of higher staffing levels related to the support of growth, increases in contract services related to software initiatives, and normal inflationary increases in salaries and benefits. The provision for claims was higher in the current quarter mainly due to comparison to a prior year period which included a significant amount of favorable loss development from earlier policy years. In addition, the Company’s net income benefitted from recent tax reform legislation.
For the six months ended June 30, 2018, net income attributable to the Company increased 9.6% to $11.1 million, or $5.87 per diluted share, versus $10.2 million, or $5.35 per diluted share, for the prior year period. Revenues decreased 2.8% to $75.7 million, while operating expenses decreased 2.3% to $61.7 million. Results for the first half of the year have been shaped predominantly by the same factors that affected the second quarter, with the exception of more favorable claims experience for the six months ended June 30, 2018 versus the prior year period.
Chairman J. Allen Fine added, “We are pleased to report a record level of revenue and earnings for the second quarter. Revenue growth from purchase activity was strong enough to offset the impact of lower levels of refinance activity. In addition, we continued to benefit from stable levels of claims experience. We remain optimistic that low unemployment levels and wage growth will continue to offset headwinds resulting from the effects of rising interest rates and housing supply constraints, resulting in another strong year for real estate, mortgage lending, and title insurance.”
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, 2017, as filed with the Securities and Exchange Commission, and in subsequent filings.
Investors Title Company and Subsidiaries |
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Revenues: | ||||||||||||||||||||||
Net premiums written | $ | 35,142 | $ | 34,672 | $ | 64,701 | $ | 67,410 | ||||||||||||||
Escrow and other title-related fees | 2,149 | 1,942 | 3,653 | 3,957 | ||||||||||||||||||
Non-title services | 1,696 | 1,515 | 3,288 | 2,878 | ||||||||||||||||||
Interest and dividends | 1,125 | 1,114 | 2,243 | 2,211 | ||||||||||||||||||
Other investment income | 1,181 | 766 | 1,450 | 995 | ||||||||||||||||||
Net realized investment gains | 288 | 83 | 441 | 186 | ||||||||||||||||||
Net unrealized gain (loss) on equity investments | 348 | — | (294 | ) | — | |||||||||||||||||
Other | 7 | 33 | 230 | 281 | ||||||||||||||||||
Total Revenues | 41,936 | 40,125 | 75,712 | 77,918 | ||||||||||||||||||
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Operating Expenses: | ||||||||||||||||||||||
Commissions to agents | 16,427 | 16,598 | 30,452 | 32,929 | ||||||||||||||||||
Provision (benefit) for claims | 564 | 140 | (842 | ) | 860 | |||||||||||||||||
Personnel expenses | 10,798 | 9,942 | 22,138 | 19,900 | ||||||||||||||||||
Office and technology expenses | 2,326 | 1,984 | 4,395 | 3,923 | ||||||||||||||||||
Other expenses | 3,007 | 3,115 | 5,530 | 5,509 | ||||||||||||||||||
Total Operating Expenses | 33,122 | 31,779 | 61,673 | 63,121 | ||||||||||||||||||
Income before Income Taxes | 8,814 | 8,346 | 14,039 | 14,797 | ||||||||||||||||||
Provision for Income Taxes | 1,894 | 2,672 | 2,946 | 4,657 | ||||||||||||||||||
Net Income | 6,920 | 5,674 | 11,093 | 10,140 | ||||||||||||||||||
Net Loss Attributable to Noncontrolling Interests | 27 | 1 | 30 | 11 | ||||||||||||||||||
Net Income Attributable to the Company | $ | 6,947 | $ | 5,675 | $ | 11,123 | $ | 10,151 | ||||||||||||||
Basic Earnings per Common Share | $ | 3.68 | $ | 3.01 | $ | 5.90 | $ | 5.38 | ||||||||||||||
Weighted Average Shares Outstanding – Basic | 1,887 | 1,887 | 1,886 | 1,886 | ||||||||||||||||||
Diluted Earnings per Common Share | $ | 3.66 | $ | 2.99 | $ | 5.87 | $ | 5.35 | ||||||||||||||
Weighted Average Shares Outstanding – Diluted | 1,897 | 1,897 | 1,896 | 1,896 |
Investors Title Company and Subsidiaries |
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June 30, 2018 |
December 31, 2017 |
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Assets | |||||||||||||||
Cash and cash equivalents | $ | 29,289 | $ | 20,214 | |||||||||||
Investments: | |||||||||||||||
Fixed maturities, available-for-sale, at fair value | 94,578 | 103,341 | |||||||||||||
Equity securities, at fair value | 48,026 | 47,367 | |||||||||||||
Short-term investments | 24,950 | 23,780 | |||||||||||||
Other investments | 11,622 | 12,032 | |||||||||||||
Total investments | 179,176 | 186,520 | |||||||||||||
Premiums and fees receivable | 11,008 | 10,031 | |||||||||||||
Accrued interest and dividends | 1,015 | 1,100 | |||||||||||||
Prepaid expenses and other receivables | 7,974 | 7,730 | |||||||||||||
Property, net | 10,820 | 10,173 | |||||||||||||
Goodwill and other intangible assets, net | 11,032 | 11,357 | |||||||||||||
Other assets | 1,457 | 1,403 | |||||||||||||
Current income taxes receivable | 1,427 | 385 | |||||||||||||
Total Assets | $ | 253,198 | $ | 248,913 | |||||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||
Liabilities: | |||||||||||||||
Reserve for claims | $ | 32,484 | $ | 34,801 | |||||||||||
Accounts payable and accrued liabilities | 25,140 | 27,565 | |||||||||||||
Deferred income taxes, net | 9,461 | 8,626 | |||||||||||||
Total liabilities | 67,085 | 70,992 | |||||||||||||
Stockholders’ Equity: | |||||||||||||||
Common stock – no par value (10,000 authorized shares; 1,887 and 1,886 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively, excluding in each period 292 shares of common stock held by the Company's subsidiary) |
— | — | |||||||||||||
Retained earnings | 185,252 | 161,891 | |||||||||||||
Accumulated other comprehensive income | 806 | 15,945 | |||||||||||||
Total stockholders’ equity attributable to the Company | 186,058 | 177,836 | |||||||||||||
Noncontrolling interests | 55 | 85 | |||||||||||||
Total stockholders’ equity | 186,113 | 177,921 | |||||||||||||
Total Liabilities and Stockholders’ Equity | $ | 253,198 | $ | 248,913 |
Investors Title Company and Subsidiaries |
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Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
2018 | % | 2017 | % | 2018 | % | 2017 | % | |||||||||||||||||||||||||||||||
Branch | $ | 10,736 | 30.6 | $ | 10,394 | 30.0 | $ | 19,353 | 29.9 | $ | 19,677 | 29.2 | ||||||||||||||||||||||||||
Agency | 24,406 | 69.4 | 24,278 | 70.0 | 45,348 | 70.1 | 47,733 | 70.8 | ||||||||||||||||||||||||||||||
Total | $ | 35,142 | 100.0 | $ | 34,672 | 100.0 | $ | 64,701 | 100.0 | $ | 67,410 | 100.0 | ||||||||||||||||||||||||||
CONTACT:
Investors Title Company
Elizabeth B. Lewter, 919-968-2200