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0000720858falsetrue00007208582025-05-082025-05-080000720858us-gaap:CommonStockMember2025-05-082025-05-080000720858itic:RightsToPurchaseSeriesAJuniorParticipatingPreferredStockMember2025-05-082025-05-08

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 8, 2025
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 May 8, 2025, reporting Investors Title Company's financial results for the fiscal quarter ended March 31, 2025.

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 8, 2025
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 8, 2025 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 May 8, 2025
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 2 a1q25earningsreleaseandfin.htm EX-99.1 Document

image_0.jpg

INVESTORS TITLE COMPANY ANNOUNCES
FIRST QUARTER 2025 RESULTS

Contact: Elizabeth B. Lewter
May 8, 2025
Telephone: (919) 968-2200
Nasdaq Symbol: ITIC
FOR IMMEDIATE RELEASE:
Chapel Hill, NC – Investors Title Company (Nasdaq: ITIC) today announced results for the first quarter ended March 31, 2025. The Company reported net income of $3.2 million, or $1.67 per diluted share, compared to $4.5 million, or $2.40 per diluted share, for the prior year period.
Revenues increased 5.8% to $56.6 million, compared to $53.5 million in the prior year period. The increase in revenues was primarily due to a 15.3% increase in net premiums written, resulting from higher activity levels across our key markets. Revenues were negatively impacted by the change in net investment (losses) gains, primarily driven by declines in the estimated fair value of equity security investments compared to the same period last year, reflecting overall stock market trends.
Operating expenses increased 10.2% to $52.5 million, compared to $47.7 million in the prior year period. The increase in operating expenses was largely driven by higher agent commissions, reflecting growth in agent business, and was partially offset by a decrease in the provision for claims due to recognition of favorable development on known claims. Other categories of operating expenses, in total, were up only slightly from the prior year, due to the impact of cost reduction initiatives, partly offset by growth in expense categories which fluctuate with volume.
Income before income taxes decreased to $4.1 million for the current year quarter, versus $5.8 million in the prior year period. Excluding the impact of net investment (losses) gains, adjusted income before income taxes (non-GAAP) increased to $5.2 million for the current year quarter, versus $3.4 million in 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, "We were pleased to see an increase in premiums written for the quarter, reflecting modest improvement in market conditions, as well as the results of ongoing efforts to expand our market presence in key markets. Expenses were up in total due to higher commissions resulting from an increase in volume, but fixed overhead costs were down from the prior year period due to the effects of ongoing cost-saving measures.”



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.
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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, executing on expense management strategies, 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; changes in government regulations and policy, including as a result of the Trump administration such as policies related to tariffs and their impact on the macroeconomic environment; changes in the economy; the impact of inflation and responses by government regulators, including the Federal Reserve, such as changes in interest rates; 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, 2024 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, 2025 and 2024
(in thousands, except per share amounts)
(unaudited)
  Three Months Ended
March 31,
  2025 2024
Revenues:
Net premiums written
$ 46,345  $ 40,180 
Escrow and other title-related fees
3,892  3,723 
Non-title services
4,609  4,304 
Interest and dividends
2,339  2,520 
Other investment income 410  111 
Net investment (losses) gains (1,179) 2,422 
Other
149  199 
Total Revenues
56,565  53,459 
Operating Expenses:
Commissions to agents
24,857  19,870 
Provision for claims 323  910 
Personnel expenses
18,334  18,582 
Office and technology expenses
4,540  4,465 
Other expenses
4,458  3,835 
Total Operating Expenses
52,512  47,662 
Income before Income Taxes 4,053  5,797 
Provision for Income Taxes 882  1,272 
Net Income $ 3,171  $ 4,525 
Basic Earnings per Common Share $ 1.68  $ 2.40 
Weighted Average Shares Outstanding – Basic 1,886  1,888 
Diluted Earnings per Common Share $ 1.67  $ 2.40 
Weighted Average Shares Outstanding – Diluted 1,895  1,889 




Investors Title Company and Subsidiaries
Consolidated Balance Sheets
As of March 31, 2025 and December 31, 2024
(in thousands)
(unaudited)
  March 31,
2025
December 31,
2024
Assets    
Cash and cash equivalents $ 27,603  $ 24,654 
Investments:    
Fixed maturity securities, available-for-sale, at fair value
118,329  112,972 
Equity securities, at fair value
34,589  39,893 
Short-term investments
54,141  59,101 
Other investments
20,123  20,578 
Total investments
227,182  232,544 
Premiums and fees receivable
15,691  16,054 
Accrued interest and dividends 1,580  1,469 
Prepaid expenses and other receivables 7,817  7,033 
Property, net 28,311  27,935 
Goodwill and other intangible assets, net 14,797  15,071 
Lease assets 8,126  6,156 
Other assets 2,674  2,655 
Total Assets
$ 333,781  $ 333,571 
Liabilities and Stockholders’ Equity    
Liabilities:    
Reserve for claims $ 36,997  $ 37,060 
Accounts payable and accrued liabilities 28,683  34,011 
Lease liabilities 8,374  6,356 
Current income taxes payable 2,374  276 
Deferred income taxes, net 2,941  4,095 
Total liabilities
79,369  81,798 
Stockholders’ Equity:  
Common stock – no par value (10,000 authorized shares; 1,886 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively, excluding in each period 292 shares of common stock held by the Company's subsidiary)
—  — 
Retained earnings
253,827  251,418 
Accumulated other comprehensive income 585  355 
Total stockholders’ equity
254,412  251,773 
Total Liabilities and Stockholders’ Equity
$ 333,781  $ 333,571 




Investors Title Company and Subsidiaries
Direct and Agency Net Premiums Written
For the Three Months Ended March 31, 2025 and 2024
(in thousands)
(unaudited)
Three Months Ended March 31,
2025 % 2024 %
Direct $ 13,534  29.2 $ 13,321  33.2
Agency 32,811  70.8 26,859  66.8
Total $ 46,345  100.0 $ 40,180  100.0









Investors Title Company and Subsidiaries
Appendix A
Non-GAAP Measures Reconciliation
For the Three Months Ended March 31, 2025 and 2024
(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. 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,
2025 2024
Revenues
Total revenues (GAAP) $ 56,565  $ 53,459 
Add (Subtract): Net investment losses (gains) 1,179  (2,422)
Adjusted revenues (non-GAAP) $ 57,744  $ 51,037 
Income before Income Taxes
Income before income taxes (GAAP)
$ 4,053  $ 5,797 
Add (Subtract): Net investment losses (gains) 1,179  (2,422)
Adjusted income before income taxes (non-GAAP)
$ 5,232  $ 3,375