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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): February 14, 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                                               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 February 14, 2023, reporting Investors Title Company's financial results for the fiscal quarter ended December 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 February 14, 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:
February 14, 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 February 14, 2023
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 2 a53319937ex99_1.htm EXHIBIT 99.1
Exhibit 99.1


INVESTORS TITLE COMPANY ANNOUNCES
FOURTH QUARTER AND FISCAL YEAR 2022 RESULTS

     Contact:  Elizabeth B. Lewter
February 14, 2023
Telephone: (919) 968-2200
        Nasdaq Symbol: ITIC
FOR IMMEDIATE RELEASE:

Chapel Hill, NC – Investors Title Company today announced results for the fourth quarter and year ended December 31, 2022.  For the quarter, net income decreased 60.2% to $7.5 million, or $3.97 per diluted share, versus $18.9 million, or $9.94 per diluted share, in the prior year period.  For the year, net income decreased 64.3% to $23.9 million, or $12.59 per diluted share, versus $67.0 million, or $35.28 per diluted share, in the prior year.

Revenues for the quarter decreased 28.1% to $65.5 million, compared to $91.0 million in the prior year period, primarily as a result of a 32.1% decrease in net premiums written, a $5.9 million decrease in the change in the estimated fair value of equity security investments, and a loss in other investments.  These factors were partially offset by net realized gains in our equity portfolio, increases in escrow fees and other title-related fees, and higher levels of revenue derived from non-title services.  The reduction in net premiums written is attributable to an overall decline in the level of real estate transaction volumes resulting from higher average mortgage interest rates.  Although overall premium revenue declined, escrow and other title-related fees increased 27.1% due to an increase in business in markets that generate escrow income, and fee income associated with commercial activity.  Revenues from non-title services increased 97.8% due to increases in income from like-kind exchange revenues.  Realized gains from sales of equity securities were $2.4 million higher than the prior year quarter.

Operating expenses decreased 16.3% compared to the prior year quarter, mainly due to a 39.5% decline in commissions to agents commensurate with the decrease in agent premium volume.  Personnel expenses were 29.5% higher than the prior year due to staffing of new offices and hiring to support growth initiatives.  Office expenses increased 11.8% in support of expanding our geographic footprint.

Income before income taxes decreased 61.2% to $9.3 million compared with $23.9 million for the prior year quarter.  Excluding the impact of changes in the estimated fair value of equity security investments, adjusted income before income taxes (non-GAAP) decreased 53.7% to $7.5 million versus $16.2 million for the prior year period (see Appendix A for a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure).



For the year, revenues decreased 14.0% to $283.4 million compared with $329.5 million for the prior year.  Operating expenses increased 3.6% to $253.3 million compared with $244.6 million for the prior year period, mainly due to increases in personnel and office, technology and other operating expenses, partially offset by a decrease in commissions.  Income before income taxes decreased 64.6% to $30.1 million compared with $84.9 million for the prior year.  Excluding the impact of changes in the estimated fair value of equity security investments, adjusted income before income taxes (non-GAAP) decreased 27.0% to $51.1 million versus $70.0 million for the prior year (see Appendix A for a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure).  Aside from a non-recurring gain on the sale of property in the prior year period and an increase in technology and other operating expenses, overall results for the year-to-date period have been shaped predominantly by the same factors that affected the fourth quarter.

Chairman J. Allen Fine commented, “The impact of Federal Reserve efforts to fight inflation by slowing economic activity came into sharper focus in the fourth quarter.  The rapid rise in mortgage interest rates over the course of the year and the appreciation in home prices in recent years combined to dampen financial results for the fourth quarter relative to the record performance of the prior year.  Home prices have increased nearly 40% following the pandemic, and mortgage rates doubled since the beginning of 2022.  Although home prices in most of our key markets seem to be largely holding steady, transaction volumes were more impacted by these recent trends.

“Despite these challenging economic conditions, we reported another year of solid operating results in 2022.  The level of claims activity remained low, and we are seeing a partial offset to Fed policy in the opportunity to earn a higher level of return on our investment portfolio from the highest level of interest rates available in over a decade.  Operationally we are also benefitting from growth initiatives of the last several years.

“While we expect these market headwinds to persist for a while, there are some positive signs on the horizon.  Inflation data has moderated in recent months and this recent trend may enable the Fed to moderate or cease its inflation fighting program in the upcoming months.  In anticipation of this, mortgage rates have already fallen slightly from their peak in December.  We believe this should help affordability and provide support to the market going forward.



“Real estate markets are cyclical in nature due in part to sensitivity to changes in interest rates and their impact on borrowing costs.  Downturns in market activity require companies to make appropriate adjustments.  We are focused on maintaining a disciplined management approach balancing both the need for shorter term cost control with an appropriate level of investment in longer term growth opportunities.”

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; the potential impact of inflation and responses by government regulators, including the Federal Reserve; 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, 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 and Twelve Months Ended December 31, 2022 and 2021
(in thousands, except per share amounts)
(unaudited)
 
 
 
Three Months Ended
December 31,
   
Twelve Months Ended
December 31,
 
 
 
2022
   
2021
   
2022
   
2021
 
Revenues:
                       
Net premiums written
 
$
49,223
   
$
72,536
   
$
248,632
   
$
273,885
 
Escrow and other title-related fees
   
4,485
     
3,530
     
21,721
     
13,678
 
Non-title services
   
5,410
     
2,735
     
14,524
     
9,667
 
Interest and dividends
   
1,649
     
966
     
4,704
     
3,773
 
Other investment (loss) income
   
(720
)
   
2,310
     
3,896
     
6,920
 
Net realized investment gains
   
3,469
     
1,098
     
9,735
     
1,869
 
Changes in the estimated fair value of equity security investments
   
1,761
     
7,668
     
(20,961
)
   
14,934
 
Other
   
217
     
200
     
1,141
     
4,772
 
Total Revenues
   
65,494
     
91,043
     
283,392
     
329,498
 
                                 
Operating Expenses:
                               
Commissions to agents
   
24,405
     
40,357
     
121,566
     
142,815
 
Provision for claims
   
803
     
666
     
4,255
     
5,686
 
Personnel expenses
   
21,593
     
16,669
     
85,331
     
64,193
 
Office and technology expenses
   
4,393
     
3,931
     
17,323
     
13,059
 
Other expenses
   
5,026
     
5,528
     
24,809
     
18,813
 
Total Operating Expenses
   
56,220
     
67,151
     
253,284
     
244,566
 
                                 
Income before Income Taxes
   
9,274
     
23,892
     
30,108
     
84,932
 
                                 
Provision for Income Taxes
   
1,748
     
4,980
     
6,205
     
17,912
 
                                 
Net Income
 
$
7,526
   
$
18,912
   
$
23,903
   
$
67,020
 
                                 
Basic Earnings per Common Share
 
$
3.97
   
$
9.98
   
$
12.60
   
$
35.38
 
                                 
Weighted Average Shares Outstanding – Basic
   
1,897
     
1,895
     
1,897
     
1,894
 
                                 
Diluted Earnings per Common Share
 
$
3.97
   
$
9.94
   
$
12.59
   
$
35.28
 
                                 
Weighted Average Shares Outstanding – Diluted
   
1,897
     
1,903
     
1,898
     
1,900
 



Investors Title Company and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2022 and 2021
(in thousands)
(unaudited)
 
 
 
December 31,
2022
   
December 31,
2021
 
Assets
           
             
Cash and cash equivalents
 
$
35,311
   
$
37,168
 
                 
Investments:
               
Fixed maturity securities, available-for-sale, at fair value
   
53,989
     
79,791
 
Equity securities, at fair value
   
51,691
     
76,853
 
Short-term investments
   
103,649
     
45,930
 
Other investments
   
18,368
     
20,298
 
Total investments
   
227,697
     
222,872
 
                 
Premiums and fees receivable
   
19,047
     
22,953
 
Accrued interest and dividends
   
872
     
817
 
Prepaid expenses and other receivables
   
11,095
     
11,721
 
Property, net
   
17,785
     
13,033
 
Goodwill and other intangible assets, net
   
17,611
     
15,951
 
Lease assets
   
6,707
     
5,202
 
Other assets
   
2,458
     
1,771
 
Current income taxes recoverable
   
1,174
     
 
Total Assets
 
$
339,757
   
$
331,488
 
                 
Liabilities and Stockholders’ Equity
               
                 
Liabilities:
               
Reserve for claims
 
$
37,192
   
$
36,754
 
Accounts payable and accrued liabilities
   
47,050
     
43,868
 
Lease liabilities
   
6,839
     
5,329
 
Current income taxes payable
   
     
3,329
 
Deferred income taxes, net
   
7,665
     
13,121
 
Total liabilities
   
98,746
     
102,401
 
                 
Stockholders’ Equity:
               
Common stock – no par value (10,000 authorized shares; 1,897 and 1,895 shares issued and outstanding as of December 31, 2022 and 2021, respectively, excluding in each period 292 shares of common stock held by the Company's subsidiary)
   
     
 
Retained earnings
   
240,811
     
225,861
 
Accumulated other comprehensive income
   
200
     
3,226
 
Total stockholders’ equity
   
241,011
     
229,087
 
Total Liabilities and Stockholders’ Equity
 
$
339,757
   
$
331,488
 



Investors Title Company and Subsidiaries
Direct and Agency Net Premiums Written
For the Three and Twelve Months Ended December 31, 2022 and 2021
(in thousands)
(unaudited)
 
   
Three Months Ended December 31,
   
Twelve Months Ended December 31,
 
   
2022
   
%
   
2021
   
%
   
2022
   
%
   
2021
   
%
 
Direct
 
$
16,230
     
33.0
   
$
19,363
     
26.7
   
$
85,676
     
34.5
   
$
82,085
     
30.0
 
                                                                 
Agency
   
32,993
     
67.0
     
53,173
     
73.3
     
162,956
     
65.5
     
191,800
     
70.0
 
                                                                 
Total
 
$
49,223
     
100.0
   
$
72,536
     
100.0
   
$
248,632
     
100.0
   
$
273,885
     
100.0
 



Investors Title Company and Subsidiaries
Appendix A
Non-GAAP Measures Reconciliation
For the Three and Twelve Months Ended December 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
December 31,
   
Twelve Months Ended
December 31,
 
   
2022
   
2021
   
2022
   
2021
 
                         
Revenues
                       
Total revenues (GAAP)
 
$
65,494
   
$
91,043
   
$
283,392
   
$
329,498
 
(Subtract) Add:  Changes in the estimated fair value of equity security investments
   
(1,761
)
   
(7,668
)
   
20,961
     
(14,934
)
Adjusted revenues (non-GAAP)
 
$
63,733
   
$
83,375
   
$
304,353
   
$
314,564
 
                                 
Income before Income Taxes
                               
Income before income taxes (GAAP)
 
$
9,274
   
$
23,892
   
$
30,108
   
$
84,932
 
(Subtract) Add:  Changes in the estimated fair value of equity security investments
   
(1,761
)
   
(7,668
)
   
20,961
     
(14,934
)
Adjusted income before income taxes (non-GAAP)
 
$
7,513
   
$
16,224
   
$
51,069
   
$
69,998