itic-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			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)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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 (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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 25, 2025, there were 1,886,268 common shares of the registrant outstanding.

INVESTORS TITLE COMPANY

AND SUBSIDIARIES

INDEX


PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited):

	Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1

	Consolidated Statements of Operations For the Three Months Ended March 31, 2025 and 2024	2

	Consolidated Statements of Comprehensive Income For the Three Months Ended March 31, 2025 and 2024	3

	Consolidated Statements of Stockholders’ Equity For the Three Months Ended March 31, 2025 and 2024	4

	Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2025 and 2024	5

	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

SIGNATURE		38

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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 (amortized cost: March 31, 2025: $117,723; December 31, 2024: $112,588)	118,329		112,972
Equity securities, at fair value (cost: March 31, 2025: $23,854; December 31, 2024: $25,980)	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

Commitments and Contingencies	—		—

Stockholders’ Equity:
Preferred stock (1,000 authorized shares; no shares issued)	—		—
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)	—		—
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

Refer to notes to the Consolidated Financial Statements.

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

Refer to notes to the Consolidated Financial Statements.

Investors Title Company and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Three Months Ended March 31, 2025 and 2024

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Net income	$	3,171	$	4,525
Other comprehensive income (loss), before income tax:
Accumulated postretirement expense obligation adjustment	71		—
Net unrealized gains (losses) on investments arising during the period	225		(424)
Reclassification adjustment for sale of securities included in net income	(3)		—
Reclassification adjustment for write-down of securities included in net income	—		53
Other comprehensive income (loss), before income tax	293		(371)
Income tax expense related to postretirement health benefits	15		—
Income tax expense (benefit) related to net unrealized gains (losses) on investments arising during the period	48		(91)
Income tax expense related to reclassification adjustment for write-down of securities included in net income	—		12
Net income tax expense (benefit) on other comprehensive income (loss)	63		(79)
Other comprehensive income (loss)	230		(292)
Comprehensive Income	$	3,401	$	4,233

Refer to notes to the Consolidated Financial Statements.

Investors Title Company and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the Three Months Ended March 31, 2025 and 2024

(in thousands, except per share amounts)

(unaudited)


	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2023	1,891	$	—	$	250,915	$	638	$	251,553
Net income				4,525				4,525
Dividends paid ($0.46 per share)				(867)				(867)
Repurchases of common stock	(7)			(1,053)				(1,053)
Share-based compensation expense related to stock appreciation rights				96				96
Net unrealized loss on investments						(292)		(292)
Balance, March 31, 2024	1,884	$	—	$	253,616	$	346	$	253,962

Balance, December 31, 2024	1,886	$	—	$	251,418	$	355	$	251,773
Net income				3,171				3,171
Dividends paid ($0.46 per share)				(868)				(868)
Share-based compensation expense related to stock appreciation rights				106				106
Accumulated postretirement expense obligation adjustment						56		56
Net unrealized gain on investments						174		174
Balance, March 31, 2025	1,886	$	—	$	253,827	$	585	$	254,412

Refer to notes to the Consolidated Financial Statements.

Investors Title Company and Subsidiaries

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2025 and 2024

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Operating Activities
Net income	$	3,171	$	4,525
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation	953		787
Accretion of investments, net	(427)

SEC Form 10-Q filed by Investors Title Company