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ITIC > SEC Filings for ITIC > Form 10-Q on 10-May-2013All Recent SEC Filings

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Form 10-Q for INVESTORS TITLE CO


10-May-2013

Quarterly Report


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

The Company's 2012 Annual Report on Form l0-K should be read in conjunction with the following discussion since it contains important information for evaluating the Company's operating results and financial condition. Forward-looking statements are based on certain assumptions and expectations of future events that are subject to a number of risks and uncertainties. Actual results may vary.

Overview

Investors Title Company (the "Company") is a holding company that engages primarily in issuing title insurance through two subsidiaries, Investors Title Insurance Company ("ITIC") and National Investors Title Insurance Company ("NITIC"). Revenues from the title segment accounted for 96.1% of the Company's insurance and other services revenues in the first three months of 2013. Through ITIC and NITIC, 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 Company issues title insurance policies through issuing agencies and also directly through home and branch offices. 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.

Revenues for this segment result from purchases of new and existing residential and commercial real estate, refinance activity 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 fixed operating costs which are incurred by the Company regardless of premium volume. The resulting operating leverage tends to amplify the impact of changes in volume on the Company's profitability. The Company's profitability also depends, in part, upon its ability to manage its investment portfolio to maximize investment returns and minimize risks such as interest rate changes, defaults and impairments of assets.

The Company's volume of title insurance premiums is affected by the overall level of residential and commercial real estate activity, which includes sales, mortgage financing and mortgage refinancing. In turn, real estate activity is affected by a number of factors, including the availability of mortgage credit, the cost of real estate, consumer confidence, employment and family income levels and general United States economic conditions. Interest rate volatility is also an important factor in the level of residential and commercial real estate activity.


The cyclical nature of the residential and commercial real estate markets, and consequently, the land title industry, has historically caused fluctuations in revenues and profitability, and it is expected to continue to do so in the future. Additionally, there are seasonal influences in real estate activity and accordingly in revenue levels for title insurers.

Services other than title insurance provided by operating divisions of the Company that are not required to be reported separately are reported in a category called "All Other." These other services include those offered by the Company and by its wholly owned subsidiaries, Investors Title Exchange Corporation ("ITEC"), Investors Title Accommodation Corporation ("ITAC"), Investors Trust Company ("Investors Trust"), Investors Capital Management Company ("ICMC") and Investors Title Management Services, Inc. ("ITMS").

The Company's exchange services division, ITEC and ITAC, provides customer services in connection with tax-deferred real property exchanges. 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, and its 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. An exchange accommodation offers a vehicle for accommodating a reverse exchange when the taxpayer must acquire replacement property before selling the relinquished property.

In conjunction with Investors Trust, ICMC provides investment management and trust services to individuals, companies, banks and trusts. ITMS offers various consulting services to provide clients with the technical expertise to start and successfully operate a title insurance agency.

Business Trends and Recent Conditions

Beginning in 2008, the United States economy experienced one of the worst economic downturns in history. Events leading to the recession were primarily the collapse of the housing market and frozen credit markets, prompting the federal government to take unprecedented monetary and fiscal action in an attempt to slow the economic rate of decline and instill consumer confidence.

Through the mid-2000's, home values in the United States had sustained a long trend of rising values. The Federal Reserve lowered short-term interest rates multiple times and home sales soared to record highs, while lenders simultaneously loosened underwriting standards, particularly with non-traditional loan products. Lower underwriting standards and innovative loan products increased the supply of mortgage credit, particularly with high-risk borrowers, leading to a significant increase in loan defaults and foreclosures. Beginning in September 2008, many financial firms failed or restructured, contributing to a widespread financial crisis in the United States. Lenders responded to the financial crisis by implementing stricter loan underwriting standards, which, combined with high unemployment and weakened consumer confidence, reduced the demand for homes.


The Mortgage Bankers Association's ("MBA") March 22, 2013 Mortgage Finance Forecast (the "MBA Forecast") projects 2013 mortgage originations to decrease 18.2% from 2012 levels to $1,432 billion, with purchasing activity increasing 18.7% to $597 billion and refinancing activity decreasing 33.0% to $835 billion. In 2012, refinancing activity accounted for 71.3% of all mortgage originations and is projected to represent 58.3% of mortgage originations in 2013.

According to data published by Freddie Mac, the average 30-year fixed mortgage interest rate in the United States was 3.50% and 3.92% for the three months ended March 31, 2013 and 2012, respectively. According to the MBA Forecast, refinancing is expected to decline through 2013 as interest rates climb to a projected 4.3% in the fourth quarter of 2013.

Currently, there are several federal programs in various stages intended to counteract the recent economic downturn. In September 2011, the Federal Reserve announced the "Operation Twist" program, which involved selling short-term Treasury bonds in exchange for the same amount of longer-term bonds. This program expired in the fourth quarter of 2012. In September 2012, the Federal Reserve announced a new round of Quantitative Easing, "QE 3," in which it will purchase mortgage backed securities at a rate of $40 billion per month and, with the end of Operation Twist, $45 billion per month of longer-term Treasury securities. Federal Reserve Chairman Bernanke indicated that the level of asset purchases in the months ahead may vary in response to changing economic conditions. There is no stated end date associated with this round of Quantitative Easing. The Federal Open Market Committee ("FOMC") of the Federal Reserve is also issuing disclosures on a periodic basis that include projections of the federal funds rate and expected actions. In March 2013, the FOMC stated that they intend to keep the federal funds rate exceptionally low until targets of 6.5% for unemployment and 2.5% for inflation are reached.

According to the MBA March 2013 Economic and Mortgage Finance Commentary (the "MBA Commentary,"), 2013 should see modest growth relative to 2012. Economic expectations in 2013 include increases in housing starts and stronger home sales. In 2013, the annual average for gross domestic product is expected to increase to 2.1% and the unemployment rate is expected to decrease to 7.5%.

In January 2013, the federal government averted the economic situation commonly referred to as the "fiscal cliff," and the United States House of Representatives and Senate passed measures to temporarily lift the debt ceiling until May 18, 2013. Declining refinance transactions, increased mortgage interest rates, increased taxes and sequestration budget cuts have the potential to slow the economy. Despite projected modest economic growth, increasing home prices and greater real estate activity, the overall economic outlook still remains uncertain, and could result in volatility in the real estate market.

Historically, activity in real estate markets has varied over the course of market cycles by geographic region and in response to evolving economic factors. Operating results can vary from year to year based on cyclical market conditions and do not necessarily indicate the Company's future operating results and cash flows.

Critical Accounting Estimates and Policies

The preparation of the Company's Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures surrounding contingencies and commitments. Actual results could differ from these estimates. During the quarter ended March 31, 2013, 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, 2012 as filed with the Securities and Exchange Commission.


Results of Operations

For the quarter ended March 31, 2013, net premiums written increased 21.7% to $23,925,997, other income increased 25.9% to $1,985,447, total revenues increased 19.8% to $26,848,273 and net income attributable to the Company increased approximately 135.8% to $3,376,730, all compared with the same quarter in 2012. Net income per basic common share increased from $0.68 in the first quarter of 2012 to $1.65 in the same quarter of 2013. Net income per diluted common share increased from $0.67 in the quarter ended March 31, 2012 to $1.62 in the same quarter of 2013.

Insurance and Other Services Revenues

Insurance and other services revenues include net premiums written plus other fee income, trust income, management services income, and exchange services income. Investment income and realized investment gains and losses are not included in insurance and other services revenues and are discussed separately under "Investment Related Revenues" below.

Title Orders: The volume of title orders issued increased 6.6% in the first three months of 2013 to 57,803 compared with 54,230 title orders in the same period in 2012. The increase in title orders from 2012 is primarily attributable to higher levels of purchase transactions. Title orders did not increase proportionally with premiums due to the mix of purchase and refinance transactions as purchase transactions typically have higher premium rates than refinance transactions.

Title insurance companies typically issue title insurance policies directly through home and branch offices or through title agencies. Following is a breakdown of net premiums generated by home and branch offices and agency operations for the three months ended March 31:

                                         Three Months Ended March 31,
                                 2013            %            2012            %
           Home and Branch   $  5,783,629        24.2     $  4,822,792        24.5
           Agency              18,142,368        75.8       14,844,628        75.5
           Total             $ 23,925,997       100.0     $ 19,667,420       100.0

Home and Branch Office Net Premiums: In the Company's home and branch operations, the Company issues the insurance policy and retains the entire premium, as no commissions are paid in connection with these policies. Net premiums written from home and branch operations increased 19.9% for the three months ended March 31, 2013, compared with the prior year period. The increase in 2013 for home and branch operations primarily reflects increases in purchase transactions and new industry wide premium charges in the State of North Carolina that became effective March 1, 2012. All of the Company's home office operations and the majority of its branch offices are located in North Carolina; as a result, the home and branch office net premiums written are primarily for North Carolina policies.


Agency Net Premiums: When a policy is written through a title agency, agents retain the majority of the title premium collected, with the balance remitted to the title underwriter for bearing the risk of loss in the event that a claim is made under the title insurance policy. Agency net premiums written increased 22.2% for the three months ended March 31, 2013 versus the prior year period, primarily due to increases in purchase transactions and new industry-wide premium charges in certain markets.

Following is a schedule of net premiums written for the three months ended March 31, 2013 and 2012 in select states in which the Company's two insurance subsidiaries ITIC and NITIC currently write insurance:

                                         Three Months Ended March 31,
              State                         2013                2012
              North Carolina           $     7,534,866      $  6,336,265
              Texas                          4,920,989         4,210,845
              South Carolina                 2,321,050         1,535,029
              Michigan                       1,319,545           972,272
              Virginia                       1,266,895         1,218,813
              All Others                     6,594,342         5,411,391
                Premiums                    23,957,687        19,684,615
              Reinsurance Assumed                  500             5,754
              Reinsurance Ceded                (32,190 )         (22,949 )
                Net Premiums Written   $    23,925,997      $ 19,667,420

Other Revenues

Other revenues primarily include other fee income, trust income, management services income, exchange services income, and income related to the Company's equity method investments. Other revenues were $1,985,447 and $1,576,712 for the quarters ended March 31, 2013 and 2012, respectively. The increase in 2013 was primarily related to increases in earnings of unconsolidated affiliates, other fee income and income from trust and investment management services.

Investment Related Revenues

Investment income and realized gains and losses from investments are included in investment related revenues.

Investment Income: The Company derives a substantial portion of its income from investments in municipal and corporate bonds and equity securities. The Company's title insurance subsidiaries are required by statute to maintain minimum levels of investments in order to protect the interests of policyholders.

In formulating its investment strategy, the Company has emphasized after-tax income. The Company's investments are primarily in bonds and, to a lesser extent, equity securities. The effective maturity of the majority of the bonds is within 10 years. The Company's invested assets are managed to fund its obligations and evaluated to ensure long-term stability of capital accounts.


As the Company generates cash from operations, it is invested in accordance with the Company's investment policy and corporate goals. The Company's investment policy has been designed to balance multiple goals, including the assurance of a stable source of income from interest and dividends, the preservation of principal, and the provision of liquidity sufficient to meet insurance underwriting and other obligations as they become payable in the future. Securities purchased may include a combination of taxable bonds, tax-exempt bonds and equity securities. The Company strives to maintain a high quality investment portfolio. Interest and investment income levels are primarily a function of general market performance, interest rates and the amount of cash available for investment.

Investment income was $920,485 for the quarter ended March 31, 2013 compared with $977,261 for the same period 2012. The decrease in investment income in 2013 was due primarily to a decrease in the portfolio of fixed maturities coupled with lower levels of interest earned on fixed maturities and short-term funds, partially offset by an increase in dividends associated with an increase in the portfolio of equity securities. See Note 7 in the accompanying Consolidated Financial Statements for the major categories of investments, scheduled maturities, amortized cost, fair values of investment securities and earnings by security category.

Net Realized Gain (Loss) on Investments: Dispositions of equity securities at a realized gain or loss reflect such factors as industry sector allocation decisions, ongoing assessments of issuers' business prospects and tax planning considerations. Additionally, the amounts of net realized investment gains and losses are affected by assessments of securities' valuation for other-than-temporary impairment. As a result of the interaction of these factors and considerations, net realized investment gains or losses can vary significantly from period to period.

Net realized gain on investments was $16,344 for the quarter ended March 31, 2013 compared with $192,881 for the same period in 2012. The 2013 gain includes impairment charges of $18,485 on certain investments that were deemed to be other-than-temporarily impaired, offset by net realized gains on the sales of investments, other assets and property acquired in the settlement of claims of $34,829. The Company did not impair any investments during the quarter ended March 31, 2012. Management believes unrealized losses on remaining fixed income and equity securities at March 31, 2013 are temporary in nature.

The securities in the Company's portfolio are subject to economic conditions and market risks. The Company considers relevant facts and circumstances in evaluating whether a credit or interest-related impairment of a security is other-than-temporary. Relevant facts and circumstances include the extent and length of time the fair value of an investment has been below cost.

There are a number of risks and uncertainties inherent in the process of monitoring impairments and determining if an impairment is other-than-temporary. These risks and uncertainties include the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated, the risk that the Company's assessment of an issuer's ability to meet all of its contractual obligations will change based on changes in the characteristics of that issuer, the risk that information obtained by the Company or changes in other facts and circumstances leads management to change its intent to hold the equity security until it recovers in value or its intent to sell the debt security, and the risk that management is making decisions based on misstated information in the financial statements provided by issuers.


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. Operating expenses increased 8.0% for the quarter ended March 31, 2013, compared with the same period in 2012 primarily due to increases in commissions to agents and salaries, employee benefits and payroll taxes, offset by a decline in the provision for claims.

Following is a summary of the Company's operating expenses for the three months ended March 31, 2013 and 2012. Inter-segment eliminations have been netted; therefore, the individual segment amounts will not agree to Note 4 in the accompanying Consolidated Financial Statements.

                                         Three Months Ended March 31,
                                 2013            %            2012            %
           Title Insurance   $ 20,558,171        93.0     $ 19,061,912        93.1
           All Other            1,538,684         7.0        1,407,223         6.9
           Total             $ 22,096,855       100.0     $ 20,469,135       100.0

On a combined basis, after-tax profit margins were 12.6% for the three months ended March 31, 2013, and 6.4% for the three months ended March 31, 2012.

Commissions: Agent commissions represent the portion of premiums retained by agents pursuant to the terms of their respective agency contracts. Commissions to agents increased 20.5% for the quarter ended March 31, 2013 compared with the prior year period. This increase was primarily due to increased real estate activity. Commission expense as a percentage of net premiums written by agents was 74.4% for the three months ended March 31, 2013 compared with 75.4% for the same period in 2012. Commission rates may vary due to geographic locations, different levels of premium rate structures and state regulations.

Provision for Claims: The provision for claims as a percentage of net premiums written was (1.6)% for the three months ended March 31, 2013 versus 8.3% for the same period in 2012. For the quarter ended March 31, 2013, the Company incurred significant favorable claims experience, which resulted in a benefit in the provision for claims. Positive legal developments in several claim matters, coupled with a significant current quarter recovery of a claim payment made in a prior period, contributed to a benefit in the claims provision during the quarter. In addition, claims experience for several recent policy years continued to emerge favorably in comparison with prior expectations.

The decrease in the loss provision rate for the first quarter of 2013 from the 2012 level resulted in approximately $2,374,000 less in reserves than would have been recorded at the higher 2012 level. Loss provision ratios are subject to variability and are reviewed and adjusted as experience develops.

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. Actual payments of claims, net of recoveries, were $380,942 and $1,342,359 for the quarters ended March 31, 2013 and 2012, respectively.


Reserves for Claims: At March 31, 2013, the total reserve for claims was $38,308,000. Of that total, approximately $4,289,000 was reserved for specific claims, and approximately $34,019,000 was reserved for claims for which the Company had no notice. Because of the uncertainty of future claims, changes in economic conditions and the fact that many claims do not materialize for several years, reserve estimates are subject to variability.

Changes from prior periods in the expected liability for claims reflect the uncertainty of the claims environment, as well as the limited predictive power of historical data. The Company continually updates and refines its reserve estimates as current experience develops and credible data emerges. Adjustments may be required as new information develops which often varies from past experience.

Movements in the reserves related to prior periods were primarily the result of changes to estimates to better reflect the latest reported loss data, rather than as a result of material changes to underlying key actuarial assumptions or methodologies. Such changes include payments on claims closed during the quarter, new details that emerge on still-open cases that cause claims adjusters to increase or decrease the case reserves and the impact that these types of changes have on the Company's total loss provision.

Salaries, Employee Benefits and Payroll Taxes: Personnel costs include base salaries, benefits and payroll taxes, and bonuses paid to employees. Salaries, employee benefits and payroll taxes were $6,149,661 for the quarter ended March 31, 2013 versus $4,990,632 in the prior year period. The increase for the three-month period in 2013 compared with the same period in 2012 was primarily due to additional headcount related to technology and system development initiatives, increased levels of business and higher levels of profitability driving increases in levels of variable compensation for the quarter ended March 31, 2013. On a consolidated basis, salaries, employee benefits and payroll taxes as a percentage of total revenues were 22.9% for the quarter ended March 31, 2013 versus 22.3% for the prior year period.

Office Occupancy and Operations: Office occupancy and operations expense as a percentage of total revenues was 3.9% and 4.1% for the first quarter ended March 31, 2013 and 2012, respectively. Office occupancy and operations expenses increased 13.1% to $1,048,665 compared with $927,038 for the same period in 2012. The increase in expense relates to increases in depreciation, rent, office supplies, postage and telecommunication expenses.

Business Development: Business development expenses, which include marketing and travel-related expenses, for the quarter ended March 31, 2013, were $425,033 compared with $393,447 for the same period in 2012. Business development expenses increased 8.0% due to increases in travel and marketing expenses.

Filing Fees, Franchise and Local Taxes: Filing fees, franchise and local tax expenses include insurance filing and licensing fees, franchise taxes, excise taxes, and local taxes. The decrease in 2013 from 2012 primarily relates to a decrease in licensing fees.


Premium and Retaliatory Taxes: Title insurance companies are generally not subject to state income or franchise taxes. However, in most states they are . . .

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