INVESTORS TITLE CO - Quarter Report: 2007 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[
X ]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
Quarterly Period Ended September 30, 2007
OR
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
transition period from ______________________________
to ______________________________
Commission
File Number: 0-11774
INVESTORS
TITLE COMPANY
(Exact
name of registrant as specified in its charter)
North
Carolina
|
56-1110199
|
|
(State
of Incorporation)
|
(I.R.S.
Employer 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)
|
Indicate
by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports),
and
(2) has been subject to such filing requirements for the past 90
days. Yes
X No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one): Large accelerated
filer __ Accelerated filer
X Non-accelerated filer __
Indicate
by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes __ No _X_
As
of October 25, 2007, there were
2,765,237 common shares of the registrant outstanding.
INVESTORS
TITLE COMPANY
AND
SUBSIDIARIES
INDEX
PART
I.
|
FINANCIAL
INFORMATION
|
|
Consolidated
Balance Sheets
|
||||||||
As
of September 30, 2007 and December 31, 2006
|
||||||||
(Unaudited)
|
||||||||
September
30, 2007
|
December
31, 2006
|
|||||||
Assets
|
||||||||
Investments
in securities:
|
||||||||
Fixed
maturities:
|
||||||||
Held-to-maturity,
at amortized cost (fair value: 2007: $1,079,851; 2006:
$1,237,613)
|
$ |
1,052,204
|
$ |
1,195,617
|
||||
Available-for-sale,
at fair value (amortized cost: 2007: $101,841,523; 2006:
$100,979,825)
|
102,528,677
|
101,954,292
|
||||||
Equity
securities, available-for-sale, at fair value
|
13,888,652
|
12,495,923
|
||||||
Short-term
investments
|
9,474,707
|
4,460,911
|
||||||
Other
investments
|
1,654,542
|
1,473,303
|
||||||
Total
investments
|
128,598,782
|
121,580,046
|
||||||
Cash
and cash equivalents
|
2,855,600
|
3,458,432
|
||||||
Premiums
and fees receivable, less allowance for doubtful accounts of
|
||||||||
$2,052,000
and $2,128,000 for 2007 and 2006, respectively
|
7,704,503
|
6,693,706
|
||||||
Accrued
interest and dividends
|
1,157,567
|
1,336,790
|
||||||
Prepaid
expenses and other assets
|
2,135,769
|
1,479,366
|
||||||
Property
acquired in settlement of claims
|
294,538
|
303,538
|
||||||
Property,
net
|
5,490,451
|
6,134,304
|
||||||
Deferred
income taxes, net (Note 7)
|
1,875,142
|
2,530,196
|
||||||
Total
Assets
|
$ |
150,112,352
|
$ |
143,516,378
|
||||
Liabilities
and Stockholders' Equity
|
||||||||
Liabilities:
|
||||||||
Reserves
for claims (Note 2)
|
$ |
38,577,000
|
$ |
36,906,000
|
||||
Accounts
payable and accrued liabilities
|
10,207,584
|
10,537,992
|
||||||
Commissions
and reinsurance payables
|
273,187
|
470,468
|
||||||
Current
income taxes payable (Note 7)
|
-
|
326,255
|
||||||
Total
liabilities
|
49,057,771
|
48,240,715
|
||||||
Commitments
and Contingencies (Note 8)
|
||||||||
Stockholders'
Equity:
|
||||||||
Class
A Junior Participating preferred stock (shares authorized 100,000;
no
shares issued)
|
-
|
-
|
||||||
Common
stock-no par value (shares authorized 10,000,000;
|
||||||||
2,482,472
and 2,507,325 shares issued and outstanding 2007 and 2006,
|
||||||||
respectively,
excluding 291,676 shares for 2007 and 2006
|
||||||||
of
common stock held by the Company's subsidiary)
|
1
|
1
|
||||||
Retained
earnings
|
97,531,759
|
92,134,608
|
||||||
Accumulated
other comprehensive income (Note 3)
|
3,522,821
|
3,141,054
|
||||||
Total
stockholders' equity
|
101,054,581
|
95,275,663
|
||||||
Total
Liabilities and Stockholders' Equity
|
$ |
150,112,352
|
$ |
143,516,378
|
||||
See
notes to Consolidated Financial Statements.
|
1
Consolidated
Statements of Income
|
||||||||||||||||
For
the Three and Nine Months Ended September 30, 2007 and
2006
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30
|
September
30
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Revenues:
|
||||||||||||||||
Underwriting
income:
|
||||||||||||||||
Premiums
written
|
$ |
19,035,187
|
$ |
18,347,342
|
$ |
54,625,924
|
$ |
54,315,786
|
||||||||
Less-premiums
for reinsurance ceded
|
40,734
|
104,666
|
212,750
|
317,893
|
||||||||||||
Net
premiums written
|
18,994,453
|
18,242,676
|
54,413,174
|
53,997,893
|
||||||||||||
Investment
income - interest and dividends
|
1,301,878
|
1,036,155
|
3,783,240
|
3,064,905
|
||||||||||||
Net
realized gain (loss) on sales of investments
|
521,008
|
(55,930 | ) |
887,211
|
488,527
|
|||||||||||
Exchange
services revenue (Note 5)
|
1,042,311
|
1,604,992
|
3,157,873
|
4,541,081
|
||||||||||||
Other
|
1,199,333
|
894,441
|
3,258,787
|
2,935,397
|
||||||||||||
Total
|
23,058,983
|
21,722,334
|
65,500,285
|
65,027,803
|
||||||||||||
Operating
Expenses:
|
||||||||||||||||
Commissions
to agents
|
7,460,574
|
6,796,146
|
22,038,866
|
20,368,864
|
||||||||||||
Provision
for claims (Note 2)
|
2,363,841
|
1,992,901
|
8,525,279
|
5,878,592
|
||||||||||||
Salaries,
employee benefits and payroll taxes (Note 6)
|
5,136,337
|
4,918,008
|
15,501,851
|
14,865,309
|
||||||||||||
Office
occupancy and operations
|
1,284,093
|
1,234,013
|
4,173,117
|
3,917,797
|
||||||||||||
Business
development
|
478,397
|
552,401
|
1,558,313
|
1,581,132
|
||||||||||||
Filing
fees and taxes, other than payroll and income
|
177,917
|
196,639
|
469,585
|
490,346
|
||||||||||||
Premium
and retaliatory taxes
|
341,750
|
396,851
|
1,178,932
|
1,067,461
|
||||||||||||
Professional
and contract labor fees
|
606,308
|
555,189
|
2,077,458
|
1,904,933
|
||||||||||||
Other
|
266,874
|
105,087
|
767,629
|
569,822
|
||||||||||||
Total
|
18,116,091
|
16,747,235
|
56,291,030
|
50,644,256
|
||||||||||||
Income
Before Income Taxes
|
4,942,892
|
4,975,099
|
9,209,255
|
14,383,547
|
||||||||||||
Provision
For Income Taxes (Note 7)
|
1,085,000
|
1,303,030
|
1,875,000
|
3,521,000
|
||||||||||||
Net
Income
|
$ |
3,857,892
|
$ |
3,672,069
|
$ |
7,334,255
|
$ |
10,862,547
|
||||||||
Basic
Earnings Per Common Share (Note 4)
|
$ |
1.56
|
$ |
1.46
|
$ |
2.95
|
$ |
4.29
|
||||||||
Weighted
Average Shares Outstanding - Basic (Note 4)
|
2,480,951
|
2,517,691
|
2,488,287
|
2,534,883
|
||||||||||||
Diluted
Earnings Per Common Share (Note 4)
|
$ |
1.54
|
$ |
1.44
|
$ |
2.91
|
$ |
4.23
|
||||||||
Weighted
Average Shares Outstanding - Diluted (Note 4)
|
2,506,949
|
2,550,607
|
2,520,383
|
2,569,585
|
||||||||||||
See
notes to Consolidated Financial Statements.
|
2
Consolidated
Statements of Stockholders' Equity
|
||||||||||||||||||||
For
the Nine Months Ended September 30, 2007 and
2006
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
Accumulated
|
Total
|
|||||||||||||||||||
Common
Stock
|
Retained
|
Other
Comprehensive
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Earnings
|
Income
|
Equity
|
||||||||||||||||
Balance,
December 31, 2005
|
2,549,434
|
$ |
1
|
$ |
81,477,022
|
$ |
2,820,233
|
$ |
84,297,256
|
|||||||||||
Net
income
|
10,862,547
|
10,862,547
|
||||||||||||||||||
Dividends
($.18 per share)
|
(456,005 | ) | (456,005 | ) | ||||||||||||||||
Shares
of common stock repurchased
|
(500 | ) | (22,445 | ) | (22,445 | ) | ||||||||||||||
Shares
of common stock repurchased and retired
|
(49,107 | ) | (2,130,841 | ) | (2,130,841 | ) | ||||||||||||||
Issuance
of common stock in payment of
|
||||||||||||||||||||
bonuses
and fees
|
392
|
16,813
|
16,813
|
|||||||||||||||||
Stock
options exercised
|
6,565
|
167,184
|
167,184
|
|||||||||||||||||
Share-based
compensation expense
|
63,753
|
63,753
|
||||||||||||||||||
Change
in investment accounting method
|
24,378
|
24,378
|
||||||||||||||||||
Net
unrealized gain on investments
|
44,587
|
44,587
|
||||||||||||||||||
Balance,
September 30, 2006
|
2,506,784
|
$ |
1
|
$ |
90,002,406
|
$ |
2,864,820
|
$ |
92,867,227
|
|||||||||||
Balance,
December 31, 2006
|
2,507,325
|
$ |
1
|
$ |
92,134,608
|
$ |
3,141,054
|
$ |
95,275,663
|
|||||||||||
Net
income
|
7,334,255
|
7,334,255
|
||||||||||||||||||
Dividends
($.18 per share)
|
(447,447 | ) | (447,447 | ) | ||||||||||||||||
Shares
of common stock repurchased and retired
|
(39,428 | ) | (1,909,879 | ) | (1,909,879 | ) | ||||||||||||||
Issuance
of common stock in payment of
|
||||||||||||||||||||
bonuses
and fees
|
40
|
1,998
|
1,998
|
|||||||||||||||||
Stock
options exercised
|
14,535
|
351,062
|
351,062
|
|||||||||||||||||
Share-based
compensation expense
|
67,162
|
67,162
|
||||||||||||||||||
Net
unrealized gain on investments and retirement benefits,
net
of taxes
|
381,767
|
381,767
|
||||||||||||||||||
Balance,
September 30, 2007
|
2,482,472
|
$ |
1
|
$ |
97,531,759
|
$ |
3,522,821
|
$ |
101,054,581
|
|||||||||||
See
notes to Consolidated Financial Statements.
|
3
Consolidated
Statements of Cash Flows
|
||||||||
For
the Nine Months Ended September 30, 2007 and
2006
|
||||||||
(Unaudited)
|
||||||||
2007
|
2006
|
|||||||
Operating
Activities:
|
||||||||
Net
income
|
$ |
7,334,255
|
$ |
10,862,547
|
||||
Adjustments
to reconcile net income to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Depreciation
|
907,791
|
803,632
|
||||||
Amortization
on investments, net
|
199,871
|
140,236
|
||||||
Amortization
of prior service cost
|
13,339
|
-
|
||||||
Issuance
of common stock in payment of bonuses and fees
|
1,998
|
16,813
|
||||||
Share-based
compensation expense related to stock options
|
67,162
|
63,753
|
||||||
Provision
(benefit) for losses on premiums receivable
|
(76,000 | ) |
92,000
|
|||||
Net
gain on disposals of property
|
(2,673 | ) | (13,042 | ) | ||||
Net
realized gain on sales of investments
|
(887,211 | ) | (488,527 | ) | ||||
Provision
for claims
|
8,525,279
|
5,878,592
|
||||||
Provision
for deferred income taxes
|
456,000
|
428,000
|
||||||
Changes
in assets and liabilities:
|
||||||||
(Increase)
decrease in receivables and other assets
|
(1,402,977 | ) |
67,466
|
|||||
Increase
in accounts payable and accrued liabilities
|
667,612
|
593,284
|
||||||
Decrease
in commissions and reinsurance payables
|
(197,281 | ) | (88,736 | ) | ||||
Decrease
in current income taxes payable
|
(326,255 | ) | (820,535 | ) | ||||
Payments
of claims, net of recoveries
|
(6,854,279 | ) | (4,258,592 | ) | ||||
Net
cash provided by operating activities
|
8,426,631
|
13,276,891
|
||||||
Investing
Activities:
|
||||||||
Purchases
of available-for-sale securities
|
(40,022,039 | ) | (41,809,590 | ) | ||||
Purchases
of short-term securities
|
(7,138,060 | ) | (71,631 | ) | ||||
Purchases
of and net earnings (losses) from other investments
|
(770,539 | ) | (648,000 | ) | ||||
Proceeds
from sales and maturities of available-for-sale securities
|
38,897,536
|
18,086,066
|
||||||
Proceeds
from maturities of held-to-maturity securities
|
149,000
|
456,000
|
||||||
Proceeds
from sales and maturities of short-term securities
|
2,124,264
|
4,328,902
|
||||||
Proceeds
from sales and distributions of other investments
|
995,924
|
444,480
|
||||||
Other
investment transactions
|
-
|
(65,622 | ) | |||||
Purchases
of property
|
(389,201 | ) | (1,474,540 | ) | ||||
Proceeds
from disposals of property
|
127,936
|
7,330
|
||||||
Other
property transactions
|
-
|
23,685
|
||||||
Net
change in pending trades
|
(998,020 | ) | (763,247 | ) | ||||
Net
cash used in investing activities
|
(7,023,199 | ) | (21,486,167 | ) | ||||
Financing
Activities:
|
||||||||
Repurchases
of common stock, net
|
(1,909,879 | ) | (2,153,286 | ) | ||||
Exercise
of options
|
351,062
|
167,184
|
||||||
Dividends
paid
|
(447,447 | ) | (456,005 | ) | ||||
Net
cash used in financing activities
|
(2,006,264 | ) | (2,442,107 | ) | ||||
Net Decrease
in Cash and Cash Equivalents
|
(602,832 | ) | (10,651,383 | ) | ||||
Cash
and Cash Equivalents, Beginning of Period
|
3,458,432
|
14,608,481
|
||||||
Cash
and Cash Equivalents, End of Period
|
$ |
2,855,600
|
$ |
3,957,098
|
||||
Supplemental
Disclosures:
|
||||||||
Cash
Paid During the Period for:
|
||||||||
Income
Taxes, net of refunds
|
$ |
2,453,000
|
$ |
3,909,000
|
||||
Non
cash net unrealized (gain) loss on investments, net of deferred
tax
|
||||||||
provision
of $194,517 and $22,667 for 2007 and 2006,
respectively
|
$ |
372,965
|
$ |
44,587
|
||||
See
notes to Consolidated Financial Statements.
|
||||||||
4
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
September
30, 2007
(Unaudited)
Note
1
- Basis of Presentation and Significant Accounting Policies
Reference
should be made to the "Notes to Consolidated Financial Statements" of Investors
Title Company’s (“the Company”) annual report on Form 10-K for the year ended
December 31, 2006 for a complete description of the Company’s significant
accounting policies.
Principles
of
Consolidation –
The
accompanying
unaudited consolidated financial statements include the accounts and operations
of Investors Title Company and its subsidiaries (Investors Title Insurance
Company, Northeast Investors Title Insurance Company, Investors Title Exchange
Corporation, Investors Title Accommodation Corporation, Investors Title
Management Services, Inc., Investors Title Commercial Agency, LLC, Investors
Capital Management Company, and Investors Trust Company), and have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
of
Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in annual financial statements have been condensed
or omitted. All intercompany balances and transactions have been
eliminated in consolidation.
In
the
opinion of management, all adjustments considered necessary for a fair
presentation of the financial position, results of operations and cash flows
in
the accompanying unaudited consolidated financial statements have been
included. All such adjustments are of a normal recurring
nature. Operating results for the three and the nine months ended
September 30, 2007 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2007.
For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company’s annual report on Form 10-K for the
year ended December 31, 2006.
Use
of
Estimates and Assumptions– The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
of
America (“GAAP”) requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates and
assumptions used.
Reclassification
- Certain 2006 amounts have been reclassified to conform to the 2007
classifications. These reclassifications had no effect on net income
or stockholders’ equity as previously reported.
5
Recently
Issued Accounting Standards –In September 2006, the Financial Accounting
Standards Board (“FASB”) issued Statement of Financial Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157
establishes a common definition for fair value to be applied to GAAP guidance
requiring use of fair value, establishes a framework for measuring fair value,
and expands disclosure about such fair value measurements. SFAS No. 157 is
effective for fiscal years beginning after November 15, 2007. The Company is
currently assessing the impact of SFAS No. 157 on its consolidated financial
position and results of operations.
In
February 2007,
the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets
and Financial Liabilities” (“SFAS No. 159”). This statement, which is expected
to expand fair value measurement, permits entities to choose to measure many
financial instruments and certain other items at fair value. SFAS No. 159 is
effective for fiscal years beginning after November 15, 2007. The Company is
currently assessing the impact of SFAS No. 159 on its consolidated financial
position and results of operations.
Note
2
- Reserves for Claims
Transactions
in the reserves for claims
for the nine months ended September 2007 and the year ended December 31, 2006
are summarized as follows:
September
30, 2007
|
December
31, 2006
|
|||||||
Balance,
beginning of period
|
$ |
36,906,000
|
$ |
34,857,000
|
||||
Provision,
charged to operations
|
8,525,279
|
7,405,211
|
||||||
Payments
of claims, net of recoveries
|
(6,854,279 | ) | (5,356,211 | ) | ||||
Ending
balance
|
$ |
38,577,000
|
$ |
36,906,000
|
The
total reserve for all reported and
unreported losses the Company incurred through September 30, 2007 is represented
by the reserves for claims. The Company's reserves for unpaid losses and loss
adjustment expenses are established using estimated amounts required to settle
claims for which notice has been received (reported) and the amount estimated
to
be required to satisfy incurred claims of policyholders which may be reported
in
the future. Despite the variability of such estimates, management believes
that
the reserves are adequate to cover claim losses which might result from pending
and future claims for policies issued through September 30, 2007. The
Company continually reviews and adjusts its reserve estimates to reflect its
loss experience and any new information that becomes
available. Adjustments resulting from such reviews may be
significant.
Claims
and losses paid are charged to
the reserves for claims. Although claims losses are typically paid in cash,
occasionally claims are settled by purchasing the interest of the insured or
the
claimant in the real property. When this event occurs, the Company carries
assets at the lower of cost or estimated realizable value, net of any
indebtedness on the property.
6
Note
3
- Comprehensive Income
Total
comprehensive income for the
three months ended September 30, 2007 and 2006 was $4,709,296 and $4,926,511,
respectively. Comprehensive income for the nine months ended
September 30, 2007 and 2006 was $7,716,022 and $10,907,134,
respectively. Other comprehensive income is comprised of changes in
unrealized gains or losses on the Company’s available-for-sale securities and
amortization of prior service cost and unrecognized gains and losses in net
periodic benefit costs related to postretirement benefit liabilities, net of
taxes.
Note
4
- Earnings Per Common Share
Basic
earnings per common share is
computed by dividing net income by the weighted-average number of common shares
outstanding during the reporting period. Diluted earnings per common
share is computed by dividing net income by the combination of dilutive common
share equivalents, comprised of shares issuable under the Company’s share-based
compensation plans and the weighted-average number of common shares outstanding
during the reporting period. Dilutive common share equivalents
include the dilutive effect of in-the-money stock options and stock appreciation
rights (“SARS”), which is calculated based on the average share price for each
period using the treasury stock method. Under the treasury stock
method, the exercise price of a stock option or SAR, the amount of compensation
cost, if any, for future service that the Company has not yet recognized, and
the amount of estimated tax benefits that would be recorded in additional
paid-in capital, if any, when the stock option or SAR is exercised are assumed
to be used to repurchase shares in the current period. There were
3,000 and 6,000 SARS excluded from the dilutive calculation for the three and
nine months ended September 30, 2007, respectively, as these shares were
anti-dilutive. There were no shares excluded from the calculation for
the three or nine months ended September 30, 2006. The incremental
dilutive common share equivalents, calculated using the treasury stock method
were 25,998 and 32,916 for the three months ended September 30, 2007 and 2006,
respectively, and 32,096 and 34,702 for the nine months ended September 30,
2007
and 2006, respectively.
Note
5
– Segment Information
Consistent
with SFAS No. 131,
“Disclosures about Segments of an Enterprise and Related
Information,” the Company has aggregated its operating segments into
two reportable segments: 1) title insurance services; and 2) tax-deferred
exchange services.
Three
Months Ended
September
30, 2007
|
Title
Insurance
|
Exchange
Services
|
All
Other
|
Intersegment
Eliminations
|
Total
|
|||||||||||||||
Operating
revenues
|
$ |
19,550,166
|
$ |
1,042,311
|
$ |
862,639
|
$ | (219,019 | ) | $ |
21,236,097
|
|||||||||
Investment
income
|
999,815
|
6,559
|
313,004
|
(17,500 | ) |
1,301,878
|
||||||||||||||
Net
realized gain on sales
of investments
|
148,818
|
-
|
372,190
|
-
|
521,008
|
|||||||||||||||
Total
revenues
|
$ |
20,698,799
|
$ |
1,048,870
|
$ |
1,547,833
|
$ | (236,519 | ) | $ |
23,058,983
|
|||||||||
Operating
expenses
|
17,105,864
|
347,751
|
881,495
|
(219,019 | ) |
18,116,091
|
||||||||||||||
Income
before income
taxes
|
$ |
3,592,935
|
$ |
701,119
|
$ |
666,338
|
$ | (17,500 | ) | $ |
4,942,892
|
|||||||||
Assets,
net
|
$ |
114,187,095
|
$ |
819,087
|
$ |
35,106,170
|
$ |
-
|
$ |
150,112,352
|
7
Three
Months Ended
September
30, 2006
|
Title
Insurance
|
Exchange
Services
|
All
Other
|
Intersegment
Eliminations
|
Total
|
|||||||||||||||
Operating
revenues
|
$ |
18,603,562
|
$ |
1,604,992
|
$ |
743,424
|
$ | (209,869 | ) | $ |
20,742,109
|
|||||||||
Investment
income
|
904,388
|
4,030
|
145,237
|
(17,500 | ) |
1,036,155
|
||||||||||||||
Net
realized loss on sales
of investments
|
(55,930 | ) |
-
|
-
|
-
|
(55,930 | ) | |||||||||||||
Total
revenues
|
$ |
19,452,020
|
$ |
1,609,022
|
$ |
888,661
|
$ | (227,369 | ) | $ |
21,722,334
|
|||||||||
Operating
expenses
|
15,900,745
|
395,864
|
660,495
|
(209,869 | ) |
16,747,235
|
||||||||||||||
Income
before income
taxes
|
$ |
3,551,275
|
$ |
1,213,158
|
$ |
228,166
|
$ | (17,500 | ) | $ |
4,975,099
|
|||||||||
Assets,
net
|
$ |
116,325,540
|
$ |
1,688,913
|
$ |
24,567,812
|
$ |
-
|
$ |
142,582,265
|
Nine
Months Ended
September
30, 2007
|
Title
Insurance
|
Exchange
Services
|
All
Other
|
Intersegment
Eliminations
|
Total
|
|||||||||||||||
Operating
revenues
|
$ |
55,830,044
|
$ |
3,157,873
|
$ |
2,465,588
|
$ | (623,671 | ) | $ |
60,829,834
|
|||||||||
Investment
income
|
3,024,534
|
22,273
|
788,935
|
(52,502 | ) |
3,783,240
|
||||||||||||||
Net
realized gain on sales
of investments
|
480,587
|
-
|
406,624
|
-
|
887,211
|
|||||||||||||||
Total
revenues
|
$ |
59,335,165
|
$ |
3,180,146
|
$ |
3,661,147
|
$ | (676,173 | ) | $ |
65,500,285
|
|||||||||
Operating
expenses
|
53,219,102
|
1,112,500
|
2,583,099
|
(623,671 | ) |
56,291,030
|
||||||||||||||
Income
before income
taxes
|
$ |
6,116,063
|
$ |
2,067,646
|
$ |
1,078,048
|
$ | (52,502 | ) | $ |
9,209,255
|
|||||||||
Assets,
net
|
$ |
114,187,095
|
$ |
819,087
|
$ |
35,106,170
|
$ |
-
|
$ |
150,112,352
|
Nine
Months Ended
September
30, 2006
|
Title
Insurance
|
Exchange
Services
|
All
Other
|
Intersegment
Eliminations
|
Total
|
|||||||||||||||
Operating
revenues
|
$ |
55,254,217
|
$ |
4,541,081
|
$ |
2,312,548
|
$ | (633,475 | ) | $ |
61,474,371
|
|||||||||
Investment
income
|
2,707,816
|
15,443
|
394,546
|
(52,900 | ) |
3,064,905
|
||||||||||||||
Net
realized gain on sales
of investments
|
488,527
|
-
|
-
|
-
|
488,527
|
|||||||||||||||
Total
revenues
|
$ |
58,450,560
|
$ |
4,556,524
|
$ |
2,707,094
|
$ | (686,375 | ) | $ |
65,027,803
|
|||||||||
Operating
expenses
|
48,008,265
|
944,692
|
2,324,774
|
(633,475 | ) |
50,644,256
|
||||||||||||||
Income
before income
taxes
|
$ |
10,442,295
|
$ |
3,611,832
|
$ |
382,320
|
$ | (52,900 | ) | $ |
14,383,547
|
|||||||||
Assets,
net
|
$ |
116,325,540
|
$ |
1,688,913
|
$ |
24,567,812
|
$ |
-
|
$ |
142,582,265
|
Operating
revenues represent net premiums written and other revenues.
8
Note
6
– Retirement and Other Postretirement Benefit Plans
On
November 17, 2003, ITIC entered into
employment agreements with key executives that provide for the continuation
of
certain employee benefits upon retirement. The executive employee
benefits include health, dental, vision and life insurance. The plan is
unfunded. The following sets forth the net periodic benefits cost for
the executive benefits for the three and nine months ended September 30,
2007 and 2006:
For
the Three
Months
Ended
September
30,
|
For
the Nine
Months
Ended
September
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Service
cost
|
$ |
3,492
|
$ |
3,557
|
$ |
10,480
|
$ |
10,671
|
||||||||
Interest
cost
|
3,661
|
3,515
|
10,985
|
10,545
|
||||||||||||
Amortization
of unrecognized prior service cost
|
5,097
|
5,097
|
15,291
|
15,291
|
||||||||||||
Amortization
of unrecognized gains
|
(651 | ) | (416 | ) | (1,953 | ) | (1,248 | ) | ||||||||
Net
periodic benefits costs
|
$ |
11,599
|
$ |
11,753
|
$ |
34,803
|
$ |
35,259
|
Note
7
– Income Taxes
The
Company adopted the provisions of
FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes –
an interpretation of FASB Statement No. 109,” (“FIN 48”) on January 1,
2007. This interpretation requires that the Company recognize in its financial
statements the impact of a tax position if that position is more likely than
not
of being sustained on an audit, based on the technical merits of the
position. As a result of the implementation of FIN 48, the
Company made a comprehensive review of its portfolio of uncertain tax positions
in accordance with recognition standards established by FIN 48. In this
regard, an uncertain tax position represents the Company’s expected treatment of
a tax position taken in a filed tax return, or planned to be taken in a future
tax return, that has not been reflected in measuring income tax expense for
financial reporting purposes. As a result of this review, the Company did not
recognize any increase in the liability for unrecognized tax benefits, nor
did
it reduce the January 1, 2007 balance in retained earnings for any additional
liability.
The
amount of unrecognized tax
benefit or liability may increase or decrease in the future for various reasons,
including adding amounts for current tax year positions, expiration of open
income tax returns due to the statute of limitation, changes in management’s
judgment about the level of uncertainty, status of examinations, litigation
and
legislative activity and the additions or eliminations of uncertain tax
positions.
The
Company’s policy is to report
interest and penalties, if any, related to unrecognized tax benefits or
liabilities in income tax expense in the Consolidated Statements of
Income.
The
Company, or one of its
subsidiaries, files income tax returns in the U.S. federal jurisdiction and
various states. With few exceptions, the Company is no longer subject
to U.S. federal or state and local examinations by taxing authorities for years
before 2004.
9
Note
8
– Commitments and Contingencies
The
Company and its subsidiaries are
involved in various legal proceedings that are incidental to their
business. In the Company’s opinion, based on the present status of
these proceedings, any potential liability of the Company or its subsidiaries
with respect to these legal proceedings will not, in the aggregate, be material
to the Company’s consolidated financial condition or operations.
10
Item
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The
Company's 2006 Annual Report on
Form 10-K should be read in conjunction with the following discussion since
they
contain important information for evaluating the Company's operating results
and
financial condition.
Overview
Title
Insurance: Investors Title Company (the "Company") engages
primarily in two segments of business. Its primary business activity
is the issuance of title insurance through two subsidiaries, Investors Title
Insurance Company ("ITIC") and Northeast Investors Title Insurance Company
("NE-ITIC"), which accounted for 91.8% of the Company’s operating revenues in
the nine months ended September 30, 2007. Through ITIC and NE-ITIC, the Company
underwrites land title insurance for owners and mortgagees as a primary insurer.
Title insurance protects against loss or damage resulting from title defects
that affect real property.
There
are
two basic types of title insurance policies - one for the mortgage lender
and
one for the real estate owner. A lender often requires property
owners to purchase title insurance to protect its position as a holder of
a
mortgage loan, but the lender's title insurance policy does not protect the
property owner. The property owner has to purchase a separate owner's
title insurance policy to protect their investment. When real
property is conveyed from one party to another, occasionally there is an
undisclosed defect in the title or a mistake or omission in a prior deed,
will
or mortgage that may give a third party a legal claim against such
property. If a claim is made against real property, title insurance
provides indemnification against insured defects. The title insurer
has the option to retain counsel and pay the legal expenses to eliminate
or
defend against any title defects, pay any third party claims arising from
errors
in title examination and recording or pay the insured’s actual losses, up to
policy limits, arising from errors in title as defined in the
policy.
ITIC
delivers title insurance coverage through a home office, branch offices and
issuing agents. In North Carolina, ITIC issues policies primarily
through a home office and 27 branch offices. ITIC also has branch
offices in South Carolina and Nebraska. In other states, title
policies are issued primarily through issuing agents. Issuing agents
are typically real estate attorneys or subsidiaries of community and regional
mortgage lending institutions, depending on local customs and regulations
and
the Company’s marketing strategy in a particular territory. The
ability to attract and retain issuing agents is a key determinant of the
Company’s growth in premiums written.
The
Company's overall level of premiums written is affected by real estate
activity. In turn, real estate activity is affected by a number of
factors, including the level of interest rates, the availability of mortgage
funds, the level of real estate transactions and mortgage refinancing, the
cost
of real estate, employment levels, family income levels and general economic
conditions. Generally, real estate activity declines as a result of
higher interest rates or an economic downturn, thus leading to a corresponding
decline in title insurance premiums written and profitability of the
Company. The cyclical nature of the land title insurance industry has
historically caused fluctuations in revenues and profitability and it is
expected to continue to do so in the future. This segment also
experiences yearly seasonality in premiums written.
11
Revenues
for this segment result from refinance activity, purchases of new and existing
residential and commercial real estate, and certain other types of mortgage
lending such as home equity lines of credit.
Volume
is
a factor in the Company's profitability due to the existence of certain
relatively fixed costs such as personnel and occupancy expenses associated
with
the support of the issuance of title insurance policies and of general corporate
operations. These expenses will be incurred by the Company regardless of the
level of premiums written. The resulting operating leverage has
historically tended to amplify the impact of changes in volume on the Company’s
profitability.
Since
the
title insurance business generally is closely related to the overall level
of
real estate activity, and title insurance volumes generally fluctuate based
on
the effect changes in interest rates have on the level of real estate activity,
any substantial increases in interest rates will likely have a negative impact
on mortgage originations.
In
recent
years, many lenders loosened their underwriting guidelines, particularly in
the
sub prime loan market. These lower underwriting standards, when
combined with new methods of financing loans created a supply of cheap credit
which led to a build up in mortgage loans to high
risk borrowers. As a result, there has been a substantial
increase in loan defaults and mortgage foreclosures. Lenders are now
returning to stricter loan underwriting standards, which will likely result
in
lower overall loan volume. This lower loan volume will, in turn,
result in a lower level of title premiums generated in the
marketplace.
In
addition, an increase in property foreclosures tends to surface title
defects. A slowing pace of real estate activity also triggers the
likelihood of certain types of title claims, such as mechanics’ liens on newly
constructed property. These factors have historically caused title
claims to increase in past real estate market cyclical downturns.
Operating
results for the nine months ended September 30, 2007, should not be viewed
as
indicative of the Company’s future operating results. While
continuing to search for opportunity to profitably expand, the Company is
maintaining its focus on cost control and improving efficiency.
While
timing and content are uncertain, the United States Department of Housing and
Urban Development (“HUD”) continues to indicate that it would like to make
modifications to the Real Estate Settlement Procedures Act and associated
regulations. In April 2007, the Government Accountability Office
(“GAO”) released a report on the title insurance industry in which it
recommended that HUD and state insurance regulators take actions to improve
consumers’ ability to comparison shop for title insurance and strengthen the
regulation and oversight of the title insurance market, among other
measures. Based on the information known to management at this time,
it is not possible to predict the outcome of any of the GAO recommendations
for
the title insurance industry’s market and other matters, or the market’s
response to them. However, any material change in the Company’s
regulatory environment may have an adverse effect on its business.
12
Exchange
Services: The Company's second business segment provides
customer services in connection with tax-deferred real property exchanges
through its subsidiaries, Investors Title Exchange Corporation ("ITEC") and
Investors Title Accommodation Corporation ("ITAC"). ITEC serves as a
qualified intermediary in like-kind exchanges of real or personal property
under
Section 1031 of the Internal Revenue Code of 1986, as amended. In its
role as qualified intermediary, ITEC coordinates the exchange aspects of the
real estate transaction with the closing agents. ITEC's duties
include drafting standard exchange documents, holding the exchange funds between
the sale of the old property and the purchase of the new property, and accepting
the formal identification of the replacement property within the required
identification period. ITAC serves as exchange accommodation
titleholder in reverse exchanges. As exchange accommodation titleholder, ITAC
offers a vehicle for accommodating a reverse exchange when the taxpayer must
acquire replacement property before selling the relinquished
property.
Factors
that influence the title insurance industry will also generally affect the
exchange services industry. In addition, the services
provided by the Company’s exchange services are pursuant to provisions in the
Internal Revenue Code. From time to time, these exchange provisions
are subject to review and proposed changes.
On
February 3, 2006, the Internal Revenue Service (“IRS”) proposed new regulations
which, if adopted, may negatively affect the ability of qualified intermediaries
to retain a portion of the interest earned on exchange funds held during
exchange transactions. If passed as proposed, these regulations would
materially and adversely affect the exchange services segment and the Company’s
net income, since a significant portion of the exchange segment’s revenues are
based on retaining a portion of the interest income earned on deposits held
by
the Company. A public hearing on the proposed regulations was held on
June 6, 2006, and as a result the IRS agreed to revise its initial regulatory
flexibility analysis on the impact of the proposed regulations to small
businesses. In March 2007, the IRS issued a revised regulatory
flexibility analysis and requested more specific information to help in
determining the impact the rules would have on small businesses. The
proposed regulations have still not been finalized.
Other
Services: Other services include those offered by Investors
Trust Company ("Investors Trust"), Investors Capital Management Company
(“ICMC”), and Investors Title Management Services, Inc. (“ITMS”), wholly owned
subsidiaries of the Company. In conjunction with ICMC, Investors
Trust provides investment management and trust services to individuals,
companies, banks and trusts. ITMS offers various consulting services
to provide partners with the technical expertise to start and successfully
operate a title insurance agency.
Critical
Accounting Estimates and Policies
The
preparation of the Company’s
financial statements requires management to make estimates and judgments that
affect the reported amounts of certain assets, liabilities, revenue, expenses
and related disclosures surrounding contingencies and
commitments. During the quarter and nine months ended September 30,
2007, the Company made no material changes in its critical accounting policies
as previously disclosed in Management’s Discussion and Analysis in the Company's
Annual Report on Form 10-K for the year ended December 31, 2006 as filed with
the Securities and Exchange Commission. Actual results could differ
from these estimates.
Results
of Operations
For
the third quarter ended September
30, 2007, net premiums written increased 4.1% to $18,994,453, investment income
increased 25.6% to $1,301,878, total revenues increased 6.2% to $23,058,983
and
net income increased 5.1% to $3,857,892, all compared with the third quarter
of
2006. Net income per basic and diluted common share increased 6.8%
and 6.9%, respectively, to $1.56 and $1.54, compared with the prior year
quarter. For the third quarter of 2007, the title insurance segment's
operating revenues increased 5.1% compared with the third quarter of 2006,
while
the exchange services segment's operating revenues decreased 35.1% for the
third
quarter of 2007 compared with the third quarter of 2006.
13
For
the
nine-month period ended September 30, 2007, net premiums written increased
0.8%
to $54,413,174, investment income increased 23.4% to $3,783,240, exchange
services revenue decreased 30.5%, revenues increased 0.7% to $65,500,285 and
net
income decreased 32.5% to $7,334,255, all compared with the first nine months
of
2006. Net income per basic and diluted common share decreased 31.2%
to $2.95 and $2.91, respectively, compared with the same nine-month period
ended
September 30, 2006. For the nine months ended September 30, 2007, the
title insurance segment's operating revenues increased 1.0% compared with the
same period in 2006, while the exchange services segment's operating revenues
decreased 30.5% for the nine months ended September 30, 2007 compared with
the
first nine months of 2006.
Year-to-date
results were negatively impacted by lower revenue in fee income generated in
the
Company’s tax-deferred exchange services segment and an increase in the claims
reserve provision due to the occurrence of two large fraud claims during the
second quarter of 2007. The decline in revenue related to a decrease in
interest income earned on exchange funds and demand. Partially
offsetting these items were an increase in premiums written through agents,
along with a higher level of investment income positively impacting the
Company’s operating results. The Company’s title premiums trended
lower over the course of the third quarter, along with declining business
nationwide related to real estate market conditions, and its net earnings may
be
further adversely affected to the extent that title losses increase as a result
of conditions in the current real estate market, including declining transaction
volume and an increase in the numbers of mortgage foreclosures.
Also
favorably impacting net income was a lower effective tax rate resulting from
a
higher mix of tax-exempt income from investments relative to taxable
income. The Company’s effective income tax rate decreased to 20.4%
from 24.5% of income before income taxes for the respective nine-month
periods. The reduction in taxable income primarily resulted from the
increase in the provision for claims and commissions to agents.
Operating
revenues: Operating revenues include premiums written plus other
fee income, exchange segment income as well as gains and losses on the disposal
of fixed assets. Investment income and realized gains and losses are
not included in operating revenues and are discussed separately following
operating revenues.
Title
premiums
trended lower over the course of the third quarter, along with declining
business nationwide related to real estate market conditions. Following is a
breakdown
of branch and agency premiums written for
the three and nine
months ended September 30, 2007 and 2006:
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||||||||||||||||||||||||||||||
2007
|
%
|
2006
|
%
|
2007
|
%
|
2006
|
%
|
||||||||||||||||||||||||
Branch
|
$ |
8,310,859
|
44
|
$ |
8,602,081
|
47
|
$ |
23,351,770
|
43
|
$ |
25,333,046
|
47
|
|||||||||||||||||||
Agency
|
10,683,594
|
56
|
9,640,595
|
53
|
31,061,404
|
57
|
28,664,847
|
53
|
|||||||||||||||||||||||
Total
|
$ |
18,994,453
|
100
|
$ |
18,242,676
|
100
|
$ |
54,413,174
|
100
|
$ |
53,997,893
|
100
|
14
Net
premiums written from branch
operations decreased 3.4% for the three months ended September
30, 2007 compared with the same period in the prior year. Net
premiums written from branch operations decreased 7.8% for the nine months
ended
September 30, 2007 from the same period in the prior year. Of the
Company’s 29 branch locations that underwrite title insurance policies, 27 are
located in North Carolina, and as a result, branch premiums written primarily
represent North Carolina business. Although year-to-date total
premiums written in North Carolina decreased, premiums written by North Carolina
agents increased approximately $1.5 million for the nine months ended September
30, 2007 compared with the same period in the prior year.
Agency
net premiums increased 10.8%
for the quarter ended September 30, 2007 compared with the same period in the
prior year. Agency net premiums increased 8.4% for the nine months
ended September 30, 2007 compared with the same period in the prior year as
a
result of enhancing existing agencies with improved marketing strategies and
resources and adding new agencies.
Following
is a schedule of premiums
written for the three and nine months ended September 30, 2007 and 2006 in
all
states in which the Company’s two insurance subsidiaries ITIC and NE-ITIC
currently underwrite insurance:
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||||||
State
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Alabama
|
$ |
106,753
|
$ |
185,318
|
$ |
397,431
|
$ |
759,499
|
||||||||
Florida
|
116,530
|
359,531
|
1,406,575
|
965,822
|
||||||||||||
Illinois
|
431,878
|
291,810
|
1,281,366
|
819,718
|
||||||||||||
Kentucky
|
654,399
|
618,829
|
1,879,543
|
1,775,866
|
||||||||||||
Maryland
|
340,011
|
344,598
|
937,203
|
1,126,272
|
||||||||||||
Michigan
|
771,564
|
825,711
|
2,349,750
|
2,584,541
|
||||||||||||
Minnesota
|
131,796
|
200,469
|
401,013
|
842,538
|
||||||||||||
Mississippi
|
204,671
|
225,319
|
739,748
|
526,996
|
||||||||||||
Nebraska
|
176,385
|
172,005
|
553,477
|
503,451
|
||||||||||||
New
York
|
641,631
|
602,667
|
1,807,065
|
1,815,458
|
||||||||||||
North
Carolina
|
9,733,783
|
9,185,274
|
26,865,540
|
27,400,208
|
||||||||||||
Pennsylvania
|
409,063
|
373,498
|
1,141,953
|
1,100,005
|
||||||||||||
South
Carolina
|
2,177,495
|
2,045,816
|
5,751,099
|
4,984,670
|
||||||||||||
Tennessee
|
652,157
|
686,497
|
2,034,008
|
1,967,589
|
||||||||||||
Virginia
|
1,713,647
|
1,515,282
|
4,846,803
|
5,087,324
|
||||||||||||
West
Virginia
|
531,815
|
577,884
|
1,545,567
|
1,673,725
|
||||||||||||
Other
|
241,609
|
135,101
|
676,116
|
373,945
|
||||||||||||
Direct
Premiums
|
19,035,187
|
18,345,609
|
54,614,257
|
54,307,627
|
||||||||||||
Reinsurance
Assumed
|
-
|
1,733
|
11,667
|
8,159
|
||||||||||||
Reinsurance
Ceded
|
(40,734 | ) | (104,666 | ) | (212,750 | ) | (317,893 | ) | ||||||||
Net
Premiums
|
$ |
18,994,453
|
$ |
18,242,676
|
$ |
54,413,174
|
$ |
53,997,893
|
15
According
to data published by Freddie Mac, the quarterly average 30-year fixed mortgage
interest rates in the United States decreased to 6.38% for the nine months
ended
September 30, 2007, compared with 6.47% for the nine months ended September
30,
2006.
While
total net premiums written increased slightly, the total number of policies
and
commitments issued in the nine months ended September 30, 2007
declined. In the nine months ended September 30, 2007 total policies
and commitments issued decreased to 179,446, which is a decrease of 6.7%
compared with 192,382 policies and commitments issued in the same period
in
2006. The continued downturn in the mortgage and real estate markets
was the primary reason for title business declining. In addition,
premium rates vary by the state in which the policies are
written.
Operating
revenues from the Company’s two subsidiaries that provide tax-deferred exchange
services (ITEC and ITAC) decreased 35.1% compared with the third
quarter of 2006. For the first nine months ended September 30, 2007, operating
revenues from ITEC and ITAC decreased 30.5% compared with the first nine
months
of 2006. The decreases in 2007 were primarily due to lower levels of
interest income earned on exchange fund deposits held by the Company due
to a
decrease in the average balances of deposits held and a decline in transaction
volume. Exchange
services
revenues were impacted by conditions in the real estate market which led
to a
decrease in demand for tax deferred exchanges. Also, see
“Overview” for discussion of proposed IRS rules.
Other
revenues primarily include investment management fee income and agency service
fees, as well as search fee and other ancillary fees and income related to
the
Company’s other equity method investments. Other revenues increased
34.1% in the third quarter of 2007 compared with the third quarter of the prior
year and 11.0% in the nine months ended September 30, 2007 compared with the
first nine months of 2006, primarily due to increases in investment management
fee income generated by the Company’s Trust division and in income from the
Company’s equity method investments.
Non-operating
revenues: Investment income and realized gains and losses from
sales of investments are included in non-operating revenues.
Investment
income increased 25.6% for the three months ended September 30, 2007 compared
with the same period in 2006 and 23.4% for the nine months ended September
30,
2007 compared with the same period in 2006. The increase was
attributable to increases in the average investment portfolio balance and to
an
increase in higher rates of interest earned on short-term investments and cash
balances.
16
Net
realized gains on the sale of investment securities totaled $887,211 for the
nine months ended September 30, 2007, compared with net realized gains of
$488,527 for the corresponding period in 2006. The increase was the
result of the Company’s share of capital gains realized on partnership interests
and equity securities sold during 2007.
Operating
Expenses: The Company’s operating expenses consist primarily
of commissions to agents, salaries, employee benefits and payroll taxes,
provision for claims and office occupancy and operations. Total
operating expenses increased 8.2% and 11.1% for the three and nine months ended
September 30, 2007, respectively, compared with the same periods in
2006. The year-to-date increase was due primarily to increases in the
provision for claims and commissions to agents. A summary by segment
of the Company’s operating expenses follows for the three and the nine months
ended September 30:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||||||||||||||||||
September
30,
|
September 30,
|
|||||||||||||||||||||||||||||||
2007
|
%
|
2006
|
%
|
2007
|
%
|
2006
|
%
|
|||||||||||||||||||||||||
Title
insurance
|
$ |
16,916,228
|
93
|
$ |
15,725,740
|
94
|
$ |
52,672,529
|
94
|
$ |
47,492,639
|
94
|
||||||||||||||||||||
Exchange
services
|
326,927
|
2
|
378,574
|
2
|
1,062,364
|
2
|
888,578
|
2
|
||||||||||||||||||||||||
All
other
|
872,936
|
5
|
642,921
|
4
|
2,556,137
|
4
|
2,263,039
|
4
|
||||||||||||||||||||||||
Total
|
$ |
18,116,091
|
100
|
$ |
16,747,235
|
100
|
$ |
56,291,030
|
100
|
$ |
50,644,256
|
100
|
Agent
commissions represent the portion of premiums retained by agents pursuant to
the
terms of their respective agency contracts. Commissions to agents
increased 8.2% from the prior nine-month period primarily due to an increasing
percentage of premiums originating from agency operations in 2007 as noted
previously. Although commissions paid to agents increased, the commissions
as a percentage of agency premiums remained relatively stable in the third
quarter and first nine months of 2007 when compared with the respective previous
year periods.
The
provision for claims as a percentage of net premiums written was 12.4% for
the
third quarter of 2007, versus 10.9% for the same period in 2006. For
the first nine months of 2007 and 2006, the provision for claims as a percentage
of net premiums written was 15.7% and 10.9%, respectively. The
respective increases in the loss percentages in 2007 compared with 2006 reflect
the negative impact of two large claims resulting from mortgage fraud and theft
which occurred in the second quarter of 2007. The additional
provision as a result of these two claims, in addition to the Company’s recent
historical provision, was approximately $2.34 million. Currently, it
is unknown to the Company if there will be any recovery related to these
claims. If material occurrences of mortgage-related fraud and other
similar types of claims continue, the Company’s ultimate loss estimates for
recent policy years could increase. Loss provision rates are subject
to variability and are reviewed and adjusted as claims experience
develops.
Declining
economic conditions and/or declines in transaction volumes have historically
been factors in increased claim expenses due to increased mechanics liens,
defalcations and other matters which may be discovered during property
foreclosures. Title claims are typically reported and paid within the
first several years of policy issuance. The provision for claims
reflects actual payments of claims, net of recovery amounts, plus adjustments
to
the specific and incurred but not reported claims reserves, the latter of which
are actuarially determined based on historical claims experience. At
September 30, 2007, the total reserves for claims were
$38,577,000. Of that total, $4,949,735 was reserved for specific
claims and $33,627,265 was reserved for claims for which the Company has no
notice.
17
On
a
consolidated basis, salaries, employee benefits and payroll taxes as a
percentage of total revenues were 22.3% and 22.6% for the third quarter of
2007
and 2006, respectively. For the first nine months of the year, salaries,
employee benefits and payroll taxes as a percentage of total revenues were
23.7%
and 22.9% for 2007 and 2006, respectively. Personnel costs increased
compared with the first nine months of last year due to increases in salaries
and related compensation expenses.
The
title insurance
segment’s total salaries, employee benefits and payroll taxes accounted for
85.2% and 86.4% of the consolidated total amount for the third quarter of 2007
and 2006, respectively and 85.3% and 86.3% for the nine months ended September
30, 2007, and 2006, respectively.
Overall
office occupancy and operations as a percentage of total revenues was 5.6%
and
5.7% for the third quarter of 2007 and 2006, respectively and 6.4% and 6.0%
for
the first nine months of 2007 and 2006, respectively. The nine month
increase in office occupancy and operations was due to an increase in various
items, including depreciation expense and printing.
Title
insurance companies are generally not subject to state income or franchise
taxes. However, in most states they are subject to premium and
retaliatory taxes. Premium and retaliatory taxes as a percentage of
premiums written were 2.2% and 2.0% for the nine months ended September 30,
2007
and 2006, respectively.
Professional
and contract labor fees for the three and nine months ended September 30, 2007
compared with the same periods in 2006 increased primarily due to an increase
in
contract labor fees incurred, mostly related to investments in infrastructure
and technology.
Other
expenses primarily include search fee expenses and other miscellaneous expenses
of the title segment and miscellaneous operating expenses of the Trust
division. Other expenses for the three and nine months ended
September 30, 2007 compared with the same periods in 2006 increased primarily
as
a result of increased other revenues.
Income
Taxes:
The provision for income taxes was 22.0% and 26.2% of income before income
taxes
for the three months ended September 30, 2007 and 2006, respectively. For the
nine months ended September 30, 2007 and 2006, the provision for income taxes
was 20.4% and 24.5%, respectively, of income before income taxes. The
declines in the effective tax rates for the quarter and the nine months ended
September 30, 2007 resulted primarily from a higher mix of tax-exempt investment
income relative to taxable income. The reduction in taxable income
primarily resulted from the increase in the provision for claims and commissions
to agents.
Net
Income: On a
consolidated basis, the Company reported a decrease in net income of 32.5%
for
the nine months ended September 30, 2007 compared with the prior year
period. Operating expenses increased compared with the 2006 period
primarily due to the increases in the provision for claims and commissions
to
agents.
18
Liquidity
and Capital Resources
Cash
flows: Net cash provided by operating activities for the
nine months ended September 30, 2007, decreased to $8,426,631 compared with
$13,276,891 for the nine months ended September, 30, 2006. Cash flow
from operations has been the primary source of financing for operations,
additions to property and equipment, dividends to shareholders and other
requirements. The net decrease in net cash provided by operating
activities is primarily the result of the decrease in net income and the
increased payments of claims in the second quarter, partially offset by the
increase in the provision for claims. The principal non-operating
uses of cash and cash equivalents for the three and nine-month periods ended
September 30, 2007 and 2006 were additions to the investment
portfolio.
Payment
of
dividends: The Company’s significant sources of funds are
dividends and distributions from its subsidiaries, which are subject to
regulation in the states in which they do business. These
regulations, among other things, require prior regulatory approval of the
payment of dividends and other intercompany transfers. The Company
believes that amounts available for transfer from the insurance subsidiaries
are
adequate to meet the Company’s operating needs.
Liquidity:
Due
to the Company’s historical ability to generate positive cash flows from its
operations, management believes that funds generated from operations will enable
the Company to adequately meet its anticipated cash needs and is unaware of
any
trend or occurrence that is likely to result in adverse liquidity
changes. The Company’s cash requirements include operating expenses,
taxes, capital expenditures and dividends on its common stock declared by the
Board of Directors.
In
addition to operational liquidity,
the Company maintains a high degree of liquidity within its investment portfolio
in the form of short-term investments and other readily marketable
securities. As of September 30, 2007, the Company held cash and cash
equivalents of $2,855,600, short-term investments of $9,474,707 and various
other readily marketable securities.
Capital
expenditures: During 2007, the Company has plans for various
capital improvement projects, including software development projects. The
Company anticipates capital expenditures of approximately $200,000 during the
remainder of 2007 in connection with these projects.
Off-Balance
Sheet Arrangements and
Contractual Obligations: It is not the general practice of
the Company to enter into off-balance sheet arrangements, nor is it the policy
of the Company to issue guarantees to third parties. Off-balance
sheet arrangements are generally limited to the future payments under
noncancelable operating leases, payments due under various agreements with
third-party service providers, and unaccrued obligations pursuant to certain
executive employment agreements.
The
total reserve for all reported and
unreported losses the Company incurred through September 30, 2007 is represented
by the reserves for claims. Information regarding the claims reserve can be
found in Note 2 to the consolidated financial statements of this Form
10-Q. Further information on contractual obligations related to the
reserves for claims can be found in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2006 as filed with the Securities and Exchange
Commission.
19
Equity
Investments: The Company’s equity investments are in public
companies whose security prices are subject to volatility. Should the
fair value of these investments fall below the Company’s cost bases and the
financial condition or prospects of these companies deteriorate, the Company
may
determine in a future period that this decline in fair value is other than
temporary, requiring that an impairment loss be recognized.
New
Accounting Standards
In
September 2006, the Financial
Accounting Standards Board (“FASB”) issued Statement of Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157
establishes a common definition for fair value to be applied to GAAP guidance
requiring use of fair value, establishes a framework for measuring fair value,
and expands disclosure about such fair value measurements. SFAS 157
is effective for fiscal years beginning after November 15, 2007. The
Company is currently assessing the impact of SFAS 157 on its consolidated
financial position and results of operations.
In
February 2007, the FASB issued SFAS
No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(“SFAS 159”). This statement, which is expected to expand fair value
measurement, permits entities to choose to measure many financial instruments
and certain other items at fair value. SFAS 159 is effective for
fiscal years beginning after November 15, 2007. The Company is
currently assessing the impact of SFAS 159 on its consolidated financial
position and results of operations.
Safe
Harbor Statement
This
Quarterly Report on Form 10-Q, as
well as information included in future filings by the Company with the
Securities and Exchange Commission and information contained in written
material, press releases and oral statements issued by or on behalf of the
Company, contains, or may contain, “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 that reflect
management’s current outlook for future periods. These statements may
be identified by the use of words such as "plan," "expect," "aim," "believe,"
"project," "anticipate," "intend," "estimate," "should," "could" and other
expressions that indicate future events and trends. All statements that address
expectations or projections about the future, including statements about the
Company's strategy for growth, product and service development, market share
position, claims, expenditures, financial results and cash requirements, are
forward-looking statements. Forward-looking statements are based on certain
assumptions and expectations of future events that are subject to risks and
uncertainties.
Actual
future results and trends may
differ materially from historical results or those projected in any such
forward-looking statements depending on a variety of factors, including, but
not
limited to, the following: varying demand for title insurance due to factors
such as interest rate fluctuations, the availability of mortgage funds, the
level of real estate transactions, mortgage refinance activity, the cost of
real
estate, consumer confidence, employment levels, family income levels and general
economic conditions; changes to the insurance requirements of the participants
in the secondary mortgage market; losses from claims may be greater than
anticipated such that reserves for possible claims are inadequate; unanticipated
adverse changes in securities markets including interest rates, resulting in
material losses on the Company’s investments; the Company’s dependence on key
management personnel, the loss of whom could have a material adverse affect
on
the Company’s business; the Company’s ability to develop and offer products and
services that meet changing industry standards in a timely and cost-effective
manner; significant changes to applicable government regulations; state statutes
requiring the Company’s insurance subsidiaries to maintain minimum levels of
capital, surplus and reserves and restricting the amount of dividends that
the
insurance subsidiaries may pay to the Company without prior regulatory approval;
and the concentration of key accounting and information systems in a few
locations. These and other risks and uncertainties may be described from
time to time in the Company's other reports and filings with the Securities
and
Exchange Commission. For more details on factors that could affect expectations,
see the Company’s Annual Report on Form 10-K for the year ended December 31,
2006. The Company does not undertake to update forward-looking
statements to reflect circumstances or events that occur after the date the
forward-looking statements are made.
20
Item
3. Quantitative and Qualitative Disclosures
About Market Risk
No
material changes in the Company’s
market risk or market strategy occurred during the current period. A
detailed discussion of market risk is provided in the Company’s 2006 Annual
Report on Form 10-K for the year ended December 31, 2006.
Item
4. Controls and
Procedures
The
Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed
by
the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 (the "Act") was recorded, processed, summarized and
reported within the time periods specified by the Securities and Exchange
Commission's rules and forms. Pursuant to Rule 13a-15(b) under the
Act, an evaluation was performed under the supervision and with the
participation of the Company’s management, including its Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation
of
the Company’s disclosure controls and procedures. Based on that
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective
as of September 30, 2007. In reaching this conclusion, the Company's
Chief Executive Officer and Chief Financial Officer determined that the
Company's disclosure controls and procedures were effective in ensuring that
such information was accumulated and communicated to the Company's management
as
appropriate to allow timely decisions regarding required
disclosure.
During
the quarter ended September 30,
2007, there was no change in the Company's internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
21
PART
II. OTHER
INFORMATION
(a)
|
None
|
(b)
|
None
|
(c)
|
The
following table provides information about purchases by the Company
(and
all affiliated purchasers) during the quarter ended September 30,
2007 of
equity securities that are registered by the Company pursuant to
Section
12 of the Exchange Act:
|
Issuer Purchases of Equity Securities
Period
|
Total
Number of
Shares
Purchased
|
Average
Price
Paid
per Share
|
Total
Number of
Shares
Purchased as
Part
of Publicly
Announced
Plan
|
Maximum
Number
of Shares
that
May Yet Be
Purchased
Under
the
Plan
|
||||||||||||
Beginning
of period
|
317,488
|
|||||||||||||||
07/01/07–
07/31/07
|
100
|
$ |
51.25
|
100
|
317,388
|
|||||||||||
08/01/07–
08/31/07
|
7,138
|
$ |
42.88
|
7,138
|
310,250
|
|||||||||||
09/01/07–
09/30/07
|
2,905
|
$ |
39.01
|
2,905
|
307,345
|
|||||||||||
Total:
|
10,143
|
$ |
41.85
|
10,143
|
307,345
|
For
the
quarter ended September 30, 2007, ITC purchased an aggregate of 10,143 shares
of
the Company’s common stock pursuant to the purchase plan (the “Plan”) that was
publicly announced on June 5, 2000. In 2000, 2004 and 2005, the Board
of Directors of ITIC and ITC approved the purchase by ITC of up to an aggregate
of 500,000 and 125,000 shares, respectively, of the Company’s common stock
pursuant to the Plan. Unless terminated earlier by resolution of the
Board of Directors, the Plan will expire when ITC has purchased all shares
authorized for purchase thereunder. ITC intends
to make
further purchases under this Plan.
22
Item
6. Exhibits
(a)
|
Exhibits
|
|
31(i)
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
31(ii)
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
32
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant
to Section
906 of the Sarbanes-Oxley Act of
2002
|
23
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
|
||
By:
|
/s/
James A. Fine, Jr.
|
|
|
James
A. Fine, Jr
|
|
President,
Principal Financial Officer and
|
||
Principal
Accounting Officer
|
||
Dated:
November 5, 2007
|
24