UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 [ ] 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 or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 121 North Columbia Street, Chapel Hill, North Carolina 27514 (Address of principal executive offices) Registrant's telephone number, including area code: (919) 968-2200 Securities registered pursuant to section 12(g) of the Act: Common Stock, no par value None (Title of each class) (Name of the exchange on which registered) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. _X_ On February 17, 1998, the aggregate market value of the voting and nonvoting common equity held by nonaffiliates of the registrant was $63,184,292. On February 17, 1998, the number of common shares outstanding was 2,803,915. DOCUMENTS INCORPORATED BY REFERENCE Documents Form 10-K Reference - ---------- ------------------- Portions of Annual Report to Shareholders Part I, Items 1 and 2 for fiscal year ended December 31, 1997 Part II, Items 5 - 8 Part IV, Item 14 Portions of Proxy Statement (in connection with Part III, Items 10 - 13 Annual Meeting to be held on May 12, 1998) Location of Exhibit Index: The Index to Exhibits is contained in Part IV herein on page 14. 1
PART I ITEM 1. BUSINESS General Investors Title Company ("the Company") is a holding company which was incorporated in the State of North Carolina on February 13, 1973. The Company became operational June 24, 1976 when it acquired as a wholly owned subsidiary Investors Title Insurance Company, a North Carolina corporation ("ITIC"), under a plan of exchange of shares of common stock. On September 30, 1983, the Company acquired as a wholly owned subsidiary Investors Title Insurance Company of South Carolina, a South Carolina corporation, under a plan of exchange of shares of common stock. On June 12, 1985, its name was changed from Investors Title Insurance Company of South Carolina to Northeast Investors Title Insurance Company ("NE-ITIC"). The Company's executive offices are at 121 North Columbia Street, Chapel Hill, North Carolina 27514. The Company's telephone number is (919) 968-2200. Through its two wholly owned title insurance subsidiaries, ITIC and NE-ITIC, the Company underwrites land title insurance for owners and mortgagees as a primary insurer and as a reinsurer for other title insurance companies. ITIC was incorporated in the State of North Carolina on January 28, 1972, and became licensed to write title insurance in the State of North Carolina on February 1, 1972. Since that date it has primarily written land title insurance as a primary insurer and as a reinsurer in the States of North Carolina and South Carolina. In addition, the Company currently writes title insurance through issuing agents or branch offices in the States of Arkansas, Florida, Georgia, Indiana, Kentucky, Maryland, Michigan, Minnesota, Mississippi, Nebraska, Pennsylvania, Tennessee, Virginia and West Virginia. Agents issue policies for ITIC and may also perform other services such as acting as escrow agents. ITIC is also licensed to write title insurance in the District of Columbia and the States of Alabama, Arizona, Colorado, Connecticut, Delaware, Idaho, Illinois, Kansas, Louisiana, Massachusetts, Missouri, Montana, Nevada, New Jersey, North Dakota, Ohio, Oklahoma, Texas, Utah and Wisconsin. NE-ITIC was incorporated in the State of South Carolina on February 23, 1973, and became licensed to write title insurance in that State on November 1, 1973. It also currently writes title insurance as a primary insurer and as a reinsurer in the State of New York. Title insurance guarantees owners, mortgagees, and others with a lawful interest in real property against loss by reason of encumbrances and defective title to such property. The commitments and policies issued are the standard American Land Title 2
Association approved forms. Title insurance policies do not insure against future risks. Most other types of insurance protect against losses and events in the future. In the State of North Carolina, title insurance commitments and policies are issued by the home office and branch offices. ITIC has 27 branch offices in North Carolina. In the ordinary course of business, ITIC and NE-ITIC reinsure certain risks with other title insurers for the purpose of limiting their exposure and also assume reinsurance for certain risks of other title insurers for which they receive additional income. Reinsurance activities account for less than 1% of total premium volume. ITIC currently assumes primary risks up to $1,500,000, reinsures the next $250,000 of risk with NE-ITIC, and all risks above $1,750,000 are then reinsured with a non-related reinsurer. NE-ITIC currently assumes primary risks up to $250,000, reinsures the next $1,500,000 of risk with ITIC, and reinsures all amounts above $1,750,000 with a non-related reinsurer. Each insurance subsidiaries' risk retention limits are self-imposed and more conservative than state insurance regulations. ITIC is the leading title insurer of North Carolina property and has held this position fourteen years. ITIC's financial stability was recognized by a Fannie Mae and Freddie Mac approved actuarial firm with a rating of "A Double Prime - unsurpassed financial stability." NE-ITIC's financial stability was recognized by a Fannie Mae and Freddie Mac approved actuarial firm with a rating of "A Prime - unsurpassed financial stability." In 1988, the Company established Investors Title Exchange Corporation, a wholly owned subsidiary ("ITEC"), to provide services in connection with tax-free exchanges of like-kind property. ITEC acts as an intermediary in tax-free exchanges of property held for productive use in a trade or business or for investments, and its income is derived from fees for handling exchange transactions. South Carolina Document Preparation Company, a wholly owned subsidiary ("SCDP"), purchased the net assets of a former agency to provide services and assistance to licensed members of the South Carolina Bar in the closing of real estate transactions. SCDP was unprofitable and ceased these operations in 1995. SCDP currently provides services in connection with tax-free exchanges of like-kind property. 3
Operations of Subsidiaries ITIC offers primary title insurance coverage to owners and mortgagees of real estate and reinsurance of title insurance risks to other title insurance companies. Title insurance premiums written are for a one-time initial payment, with no recurring premiums. Schedule A summarizes the insurance premiums written during the years 1995 through 1997 by this subsidiary. NE-ITIC offers primary title insurance coverage to owners and mortgagees of real estate and reinsurance of title insurance risks to other title insurance companies. Title insurance premiums written are for a one-time initial payment with no recurring premiums. Schedule A summarizes the insurance premiums written during the years 1995 through 1997 by this subsidiary. ITEC offers services in connection with tax-free exchanges. Schedule A summarizes total revenues during the years 1995 through 1997. SCDP had revenues of $4,186, $3,712 and $40,926 in 1997, 1996 and 1995, respectively. For a description of Premiums Written geographically, refer to the Management's Discussion and Analysis of Results of Operations and Financial Condition in the 1997 Annual Report to Shareholders incorporated by reference in this Form 10-K Annual Report. Seasonality Title insurance premiums are closely related to the level of real estate activity and the average price of real estate sales. The availability of funds to finance purchases directly affects real estate sales. Other factors include consumer confidence, economic conditions, supply and demand, mortgage interest rates and family income levels. Historically, the first quarter has the least real estate activity, while the remaining quarters are more active. Fluctuations in mortgage interest rates can cause shifts in real estate activity outside of the normal seasonal pattern. Marketing ITIC's current and future marketing plan is to provide fast and efficient service in the delivery of title insurance coverage through a home office, branch offices, and issuing agents. In North Carolina, ITIC operates through a home office and 27 branch offices. In South Carolina, ITIC operates through a branch office and issuing agents located conveniently to customers throughout the State. ITIC also operates through issuing agents in Arkansas, Florida, Georgia, Indiana, Kentucky, Maryland, Michigan, Minnesota, Mississippi, Nebraska, Pennsylvania, Tennessee, Virginia and West Virginia. ITIC intends 4
================================================================================ SCHEDULE A INVESTORS TITLE INSURANCE COMPANY NET PREMIUMS WRITTEN For The Years Ended December 31 1997 1996 1995 $29,434,155 $20,577,779 $15,469,394 =========== =========== =========== NORTHEAST INVESTORS TITLE INSURANCE COMPANY NET PREMIUMS WRITTEN For The Years Ended December 31 1997 1996 1995 $441,195 $533,376 $384,746 ======== ======== ======== INVESTORS TITLE EXCHANGE CORPORATION FEES EARNED For The Years Ended December 31 1997 1996 1995 $542,688 $272,998 $241,281 ======== ======== ======== ================================================================================ 5
to establish branch and/or agency offices in the other states in which it is licensed. A time frame has not been determined for any additional expansion. NE-ITIC currently operates through two agency offices in the State of New York. ITIC and NE-ITIC strive to provide superior service to their customers and consider this an important factor in attracting and retaining customers. Branch and corporate personnel strive to develop new business relationships to increase market share. The Company's marketing efforts are also enhanced through advertising. Customers The Company is not dependent upon any single customer, the loss of which could have a material effect on the Company. Reserves The reserves for claims for financial reporting purposes are established based on criteria discussed in Notes 1 and 6 to the Financial Statements incorporated by reference in this Form 10-K Annual Report. Regulations The Company's two insurance subsidiaries are subject to examination at any time by the licensing states. Title insurance companies are extensively regulated under applicable state laws. The regulatory authorities possess broad powers with respect to the licensing of title insurers and agents, rates, investments, policy forms, financial reporting, reserve requirements, dividend restrictions as well as examinations and audits of title insurers. ITIC is domiciled in North Carolina and subject to North Carolina state insurance regulations. Examinations are scheduled every three years by the North Carolina Department of Insurance. ITIC was last examined by the North Carolina Department of Insurance commencing on May 15, 1995 for the period January 1, 1992 through December 31, 1994 with no material deficiencies noted. NE-ITIC is domiciled in South Carolina and subject to South Carolina state insurance regulations. NE-ITIC was last examined by the South Carolina Department of Insurance on November 14, 1994 for the period December 31, 1991 through December 31, 1993 with no material deficiencies noted. Examinations are scheduled periodically by the South Carolina Department of Insurance. In accordance with the insurance laws and regulations applicable to title insurance in the State of North Carolina, ITIC has established and maintains a statutory premium 6
reserve for the protection of policyholders. ITIC reserves an amount equal to 10% of current year premiums written. This amount is then reduced annually by 5% and the net amount is accumulated in a statutory premium reserve. NE-ITIC has established and maintains a statutory premium reserve as required by the insurance laws and regulations of the State of New York. A $1.50 for each risk assumed under a policy or commitment plus one-eightieth of one percent of the face amount of each commitment or policy, reduced by that portion of the reserve established 15 years earlier are accumulated in a statutory premium reserve for years up to 1985. In subsequent years, the addition to the reserve is calculated in the same manner but is reduced annually by 5%. These statutory premium reserve additions are not charged to operations for financial reporting purposes and changes in the statutory premium reserve have no effect on net income of the companies for financial reporting purposes. The Company is an insurance holding company, and is also subject to regulation in the states in which its insurance subsidiaries do business. These regulations, among other things, require insurance holding companies to register and file certain reports and require prior regulatory approval of intercorporate transfers including, in some instances, the payment of shareholders' dividends by the insurance subsidiary. All states set requirements for admission to do business, including minimum levels of capital and surplus. State insurance departments have broad administrative powers and monitor the stability and service of insurance companies. In addition to the financial statements which are required to be filed as part of this report and are prepared on the basis of generally accepted accounting principles, the Company's insurance subsidiaries also prepare financial statements in accordance with statutory accounting principles prescribed or permitted by state regulations. Based upon the latter principles, as of December 31, 1997, ITIC reported $18,779,979 of capital and surplus, and net income of $4,148,233; and NE-ITIC reported $2,121,078 of capital and surplus, and net income of $166,303. ITIC and NE-ITIC both meet the minimum capital and surplus requirements of the states in which they are licensed. Competition ITIC currently operates primarily in Michigan, North Carolina, South Carolina and Virginia. ITIC's major competitors are Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, Fidelity National Title Insurance Company, First American Title Insurance Company, Lawyers Title Insurance Corporation, Old Republic National Title Insurance Company and Stewart Title Guaranty Company. ITIC and NE-ITIC have a number of competitors in each state where they 7
operate. The title insurance industry is highly competitive. Key elements which affect competition are price, expertise, timeliness and quality of service, financial strength and size of the insurer. Investments The Company and its subsidiaries derive a substantial portion of their income from investments in bonds (municipal and corporate) and equity securities. The investment policy is designed to maintain a high quality portfolio and maximize income. Some state laws impose certain restrictions upon the types and amounts of investments that can be made by the Company's insurance subsidiaries. The Company, ITIC, NE-ITIC, ITEC and SCDP had investment income as set out in the following table for the years 1993 through 1997: FOR THE YEARS ENDED DECEMBER 31 1997 1996 1995 1994 1993 ---------- ---------- ---------- ---------- ---------- Company $ 15,295 $ 67,162 $ 16,238 $ 12,225 $ 10,529 ITIC 1,476,807 1,161,795 1,007,255 926,976 842,367 NE-ITIC 126,426 121,007 111,939 103,600 100,576 ITEC 9,616 2,708 3,457 3,911 968 SCDP 44 260 1,747 0 0 ---------- ---------- ---------- ---------- ---------- TOTAL $1,628,188 $1,352,932 $1,140,636 $1,046,712 $ 954,440 ========== ========== ========== ========== ========== See Note 3 to the Financial Statements incorporated herein by reference for the major categories of investments, earnings by investment categories, scheduled maturities, amortized cost, and market values of investment securities. Employees The Company, ITEC, NE-ITIC and SCDP have no paid employees. Officers of the Company are full-time paid employees of ITIC, which had 153 full-time employees and 29 part-time employees as of December 31, 1997. 8
Trademark The Company's subsidiary, ITIC, registered its logo with the U.S. Patent-Trademark Office in February, 1987. The loss of said registration, in the Company's opinion, would not materially affect its business. ITEM 2. PROPERTIES The Company owns property located at 135-137 East Rosemary Street, Chapel Hill, North Carolina. This property currently serves as a parking facility. The Company owns the office building and property located on the corner of North Columbia and West Rosemary Streets in Chapel Hill, North Carolina which serves as the Company's corporate headquarters. The building contains approximately 23,000 square feet. The Company's principal subsidiary, ITIC, leases office space in 30 locations throughout North Carolina, South Carolina, Michigan and Virginia. See Note 9 to the Financial Statements incorporated herein by reference for the amounts of future minimum lease payments. Each of the office facilities occupied by the Company and its subsidiaries are in good condition and adequate for present operations. ITEM 3. LEGAL PROCEEDINGS The Company and its subsidiaries are involved in litigation on a number of claims which arise in the normal course of business, none of which, in the opinion of management are expected to have a material adverse effect on the Company's consolidated financial position. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 1997. ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY Identification of Executive Officers The following table sets forth the executive officers of the Company as of December 31, 1997. Each officer is appointed at the annual meeting of the Board of Directors to serve until the next annual meeting of the board or until his respective successor has been elected. 9
Position with Officer Term to Name Age Registrant Since Expire - ---- --- ---------- ----- ------ J. Allen Fine 63 Chairman, 1973 1998 Director and CEO James A. Fine, Jr. 35 President, Director and 1987 1998 Treasurer W. Morris Fine 31 Executive Vice 1992 1998 President and Secretary Elizabeth P. Bryan 37 Vice President 1987 1998 and Assistant Secretary L. Dawn Martin 32 Vice President 1993 1998 and Assistant Secretary J. Allen Fine, Chief Executive Officer and Chairman of the Board of Directors, is the father of James A. Fine, Jr., President, Director and Treasurer of the Company, and W. Morris Fine, Executive Vice President and Secretary of the Company. The business experience of the Executive Officers of the Company is set forth below: J. Allen Fine was the principal organizer of ITIC and has been Chairman of the Board and Chief Executive Officer of that Company, the Registrant, and NE-ITIC since their incorporation. Mr. Fine also served as President of ITIC until February, 1997. Mr. Fine also serves as Chairman of the Board of ITEC and as a Director of SCDP. Mr. Fine is the father of James A. Fine, Jr., President, Director and Treasurer of the Company, and W. Morris Fine, Executive Vice President and Secretary of the Company. James A. Fine, Jr. joined the Company in 1986 as Investment Manager of ITIC and NE- ITIC. In 1987 he was named Vice President of the Company, and Vice President-Finance of ITIC and Vice President of NE-ITIC. In 1988, he was named President and Director of ITEC. In 1990, he was appointed Director of ITIC and in 1991 was appointed Director of NE-ITIC. In 1994, Mr. Fine was named Vice President and Director of SCDP. In 1996, he was named Executive Vice President and Chief Financial Officer of NE-ITIC and President of SCDP. In 1997, Mr. Fine was named President and Treasurer and appointed a Director of the Company, named Executive Vice President, Treasurer and Chief Financial Officer of ITIC and named Chairman of SCDP. James A. Fine, Jr. 10
is the son of J. Allen Fine, Chief Executive Officer and Chairman of the Board of the Company, and brother of W. Morris Fine, Executive Vice President and Secretary of the Company. W. Morris Fine joined the Company in July, 1992, and was subsequently named Vice President of the Company, Vice President-Marketing of ITIC, and Vice President of ITEC. In 1993, Mr. Fine was named Treasurer of the Company and ITIC; Vice President and Director of NE-ITIC; and Director of ITIC and ITEC. In 1994, Mr. Fine was named Treasurer and Director of SCDP. In 1995, he was named Treasurer of NE-ITIC. In 1996, he was named Executive Vice President and Chief Operating Officer of NE-ITIC. In 1997, Mr. Fine was named Executive Vice President and Secretary of the Company, and President and Chief Operating Officer of ITIC. In 1998, Mr. Fine was named President and Chief Operating Officer of NE-ITIC. Morris Fine is the son of J. Allen Fine, Chairman and Chief Executive Officer of the Company, and brother of James A. Fine, Jr., President, Director and Treasurer of the Company. Elizabeth P. Bryan joined the Company in 1985 as Controller of the Company, ITIC and NE-ITIC. In 1987 she was named Vice President of the Company, Vice President-Accounting of ITIC and Vice President of NE-ITIC. In 1988, Ms. Bryan was named Vice President, Treasurer and Director of ITEC. In 1996, she was named Treasurer of NE-ITIC, and Vice President and Treasurer of SCDP. In 1997, Ms. Bryan was named Assistant Secretary of the Company and Assistant Treasurer of ITIC. L. Dawn Martin joined the Company in February, 1991, and was subsequently named Vice President, Assistant Secretary and Director of ITEC. In 1993, Ms. Martin was named Vice President of the Company and Vice President-Human Resources of ITIC. In 1994, Ms. Martin was named Assistant Secretary for both the Company and ITIC, and Secretary for both ITEC and SCDP. In 1995, she was appointed Director of ITIC and SCDP, and named Assistant Secretary of NE-ITIC. In 1997, Ms. Martin was named Secretary of NE-ITIC. In 1998, Ms. Martin was named Vice President of NE-ITIC. 11
PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The high and low sales prices for the common stock on NASDAQ and the dividends paid per common share for each quarter in the last two fiscal years are indicated under "Shareholder Information" in the 1997 Annual Report to Shareholders and are incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA The selected financial data for the five years ended December 31, 1997 is in the 1997 Annual Report to Shareholders under the caption "Financial Highlights" and is incorporated herein by reference. The information should be read in conjunction with the Financial Statements and Notes and the Management's Discussion and Analysis of Results of Operations and Financial Condition which are in the 1997 Annual Report to Shareholders and are incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Management's Discussion and Analysis of Results of Operations and Financial Condition in the 1997 Annual Report to Shareholders is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data in the 1997 Annual Report to Shareholders are incorporated herein by reference. The financial statement schedules meeting the requirements of Regulation S-X are shown as Schedules I, II, III, IV and V included on pages 19 through 26. The supplementary data (Selected Quarterly Operating Results) in the 1997 Annual Report to Shareholders is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in, nor disagreements with accountants on accounting and financial disclosure. 12
PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Identification of Directors Information pertaining to Directors of the Company under the heading "Election of Directors" in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 12, 1998 is incorporated herein by reference. Other information with respect to executive officers is contained in Part I - Item 4(a) under the caption "Executive Officers of the Company". ITEM 11. EXECUTIVE COMPENSATION Information pertaining to executive compensation under the heading "Executive Compensation" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 12, 1998 is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information pertaining to securities ownership of certain beneficial owners and management under the heading "Ownership of Stock by Executive Officers and Certain Beneficial Owners" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 12, 1998 is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information pertaining to certain relationships and related transactions under the heading "Compensation Committee Interlocks and Insider Participation" in the Company's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 12, 1998 is incorporated herein by reference. 13
PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (A) The following documents are filed as part of this report: 1. Financial Statements The following financial statements in the 1997 Annual Report to Shareholders are hereby incorporated by reference: Report of Independent Accountants Consolidated Balance Sheets as of December 31, 1997 and 1996 Consolidated Statements of Income for the Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Cash Flows for the Years Ended December 31, 1997, 1996 and 1995 Notes to Consolidated Financial Statements 2. Financial Statement Schedules The following is a list of financial statement schedules and the Auditors' Report on such schedules filed as part of this report on Form 10-K: Investors Title Company and Subsidiaries: Independent Auditors' Report on Financial Statement Schedules Schedule Number Description - --------------- ----------- I Summary of Investments- Other Than Investments in Related Parties II Condensed Financial Information of Registrant III Supplementary Insurance Information IV Reinsurance V Valuation and Qualifying Accounts All other schedules are omitted, as the required information is not applicable or required, or the information is presented in the consolidated financial statements or the notes thereto. 14
3. Exhibits Page Number or Exhibit Incorporation by Number Description Reference to - ------ ----------- ------------ (3)(i) Articles of Incorporation Exhibit 1 to Form 10, dated June 12, 1984 (3)(ii) By-Laws Exhibit 2 to Form 10, dated June 12, 1984 (3)(iii) Amendment to Bylaws adopted Exhibit 3(iii) to Form March 10, 1997 10-K, page 27, dated December 31, 1996 Management contract of compensatory plan or arrangement (Exhibits (10)(i) - (10)(xi)) (10)(i) 1988 Incentive Stock Option Plan Exhibit 10 to Form 10-K, page 31, dated December 31, 1989 (10)(ii) 1993 Incentive Stock Option Plan Exhibit 10 to Form 10-K, page 32, dated December 31, 1993 (10)(iii) 1993 Incentive Stock Option Plan-- Exhibit 10 to Form W. Morris Fine 10-K, page 33, dated December 31, 1993 (10)(iv) Employment Agreement dated Exhibit 10 to Form February 9, 1984 with 10-K, page 14, dated J. Allen Fine, Chairman December 31, 1985 (10)(v) Form of Incentive Stock Option Exhibit 10(v) to Form Agreement under 1993 Incentive 10-K, page 29, dated Stock Option Plans December 31, 1994 (10)(vi) Form of Amendment dated Exhibit 10(vi) to Form November 8, 1994 to Stock Option 10-Q, page 11, dated Agreement dated as of November 13, March 31, 1995 1989 15
(10)(vii) Form of Stock Option Agreement Exhibit 10(vii) to Form dated November 13, 1989 10-Q, page 13, dated March 31, 1995 (10)(viii) 1997 Stock Option and Restricted Exhibit 10(viii) to Form Stock Plan 10-K, page 29, dated December 31, 1996 (10)(ix) Form of Nonqualified Stock Option Exhibit 10(ix) to Form Agreement to Nonemployee Directors 10-Q, page 13, dated dated May 13, 1997 under the 1997 June 30, 1997 Stock Option and Restricted Stock Plan (10)(x) Form of Nonqualified Stock Option Page 27 of this report Agreement under 1997 Stock Option and Restricted Stock Plan (10)(xi) Form of Incentive Stock Option Page 34 of this report Agreement under 1997 Stock Option and Restricted Stock Plan (13) Portions of 1997 Annual Included herewith Report to Shareholders incorporated by reference in this report as set forth in Part II hereof. (21) Subsidiaries of Registrant Exhibit 21 to Form 10-K, page 55, dated December 31, 1994 (27)(i) Financial Data Schedule - 1996 Included herewith Restated (27)(ii) Financial Data Schedule - First Included herewith Three Quarters 1997 Restated (27)(iii) Financial Data Schedule - Fourth Included herewith Quarter 1997 (B) Reports on Form 8-K No reports were filed on Form 8-K for the fourth quarter. 16
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the 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/J. Allen Fine --------------------------- J. Allen Fine Chairman and Chief Executive Officer Date March 26, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the 26th day of March, 1998. /s/J. Allen Fine /s/Loren B. Harrell, Jr. - -------------------------------------------- -------------------------------- J. Allen Fine, Chairman and Chief Loren B. Harrell, Jr., Director Executive Officer /s/James A. Fine, Jr. /s/William J. Kennedy III - -------------------------------------------- -------------------------------- James A. Fine, Jr., President, Treasurer and William J. Kennedy III, Director Director (Principal Financial Officer) /s/Elizabeth P. Bryan /s/H. Joe King, Jr. - -------------------------------------------- -------------------------------- Elizabeth P. Bryan, Vice President and Asst. H. Joe King, Jr., Director Secretary (Principal Accounting Officer) /s/James R. Morton - -------------------------------------------- -------------------------------- Lillard H. Mount, General Counsel and James R. Morton, Director Director /s/David L. Francis /s/A. Scott Parker, Jr. - -------------------------------------------- -------------------------------- David L. Francis, Director A. Scott Parker, Jr., Director 17
INDEPENDENT AUDITORS' REPORT Investors Title Company: We have audited the consolidated financial statements of Investors Title Company (the "Company") and its subsidiaries as of December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, and have issued our report thereon dated January 30, 1998; such consolidated financial statements and report are included in your 1997 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedules of the Company, listed in Item 14. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. /s/ DELOITTE & TOUCHE L.L.P. Raleigh, North Carolina January 30, 1998 18
SCHEDULE I INVESTORS TITLE COMPANY AND SUBSIDIARIES SUMMARY OF INVESTMENTS As of December 31, 1997 <TABLE> <CAPTION> - ----------------------------------------------------------------------------------------------------- Amount at which shown in the Type of Investment Cost(1) Market Value Balance Sheet - ----------------------------------------------------------------------------------------------------- <S> <C> <C> <C> Fixed Maturities: Bonds: States, municipalities and political subdivisions $22,176,247 $23,172,050 $22,960,031 Public utilities 599,003 619,000 619,000 All other corporate bonds 864,179 884,000 884,000 Certificates of deposit 130,985 130,985 130,985 ----------- ----------- ----------- Total fixed maturities 23,770,414 24,806,035 24,594,016 ----------- ----------- ----------- Equity Securities: Common Stocks: Public utilities 425,433 692,803 692,803 Banks, trust and insurance companies 495,684 1,613,832 1,613,832 Industrial, miscellaneous and all other 2,315,693 3,587,421 3,587,421 Nonredeemable preferred stocks 608,117 636,338 636,338 ----------- ----------- ----------- Total equity securities 3,844,927 6,530,394 6,530,394 ----------- ----------- ----------- Total investments per the consolidated balance sheet 27,615,341 31,124,410 ----------- ----------- Short-term investments 2,523,114 2,523,114 ----------- ----------- Total investments $30,138,455 $33,647,524 =========== =========== </TABLE> (1) Fixed maturities are shown at amortized cost and equity securities are shown at original cost. 19
SCHEDULE II INVESTORS TITLE COMPANY (PARENT COMPANY) CONDENSED FINANCIAL INFORMATION OF REGISTRANT BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996 <TABLE> <CAPTION> 1997 1996 <S> <C> <C> Assets Cash and Cash Equivalents $ 535,565 $ 139,668 Investments in equity securities 75,000 90,000 Investments in affiliated companies at equity* 26,685,072 22,743,358 Income taxes receivable 392,531 463,445 Other receivables 116,039 45,232 Deferred income tax 94,571 25,688 Prepaid expenses and other assets 68,645 218,122 Property, net 1,765,509 1,791,759 ----------- ----------- Total Assets $29,732,932 $25,517,272 =========== =========== Liabilities and Stockholders' Equity Liabilities: Accounts payable and accrued liabilities $ 148,894 $ 120,927 ----------- ----------- Stockholders' Equity: Common stock-No par (shares authorized, 6,000,000; 2,855,744 and 2,855,744 shares issued and 2,800,240 and 2,767,830 shares outstanding 1997 and 1996, respectively) 1,650,350 1,650,350 Retained earnings 27,933,688 23,745,995 ----------- ----------- Total stockholders' equity 29,584,038 25,396,345 ----------- ----------- Total Liabilities and Stockholders' Equity $29,732,932 $25,517,272 =========== =========== </TABLE> *Eliminated in consolidation. See notes to condensed financial statements. 20
SCHEDULE II INVESTORS TITLE COMPANY (PARENT COMPANY) CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 and 1995 <TABLE> <CAPTION> 1997 1996 1995 <S> <C> <C> <C> Revenues: Investment income-interest and dividends $ 15,295 $ 67,163 $ 19,430 Rental income 362,889 350,331 304,931 Miscellaneous income 1,000 ----------- ----------- ----------- Total 378,184 418,494 324,361 ----------- ----------- ----------- Operating Expenses: Office occupancy and operations 133,283 142,872 121,415 Business development 10,927 8,593 9,079 Taxes-other than payroll and income 30,499 49,579 47,032 Professional fees 43,516 33,684 18,251 Interest expense 7,692 43,191 Other expenses 184,492 36,231 92,769 ----------- ----------- ----------- Total 402,717 278,651 331,737 ----------- ----------- ----------- Equity in Net Income of Affiliated Cos.* 4,536,715 3,745,375 3,138,446 ----------- ----------- ----------- Income Before Income Taxes 4,512,182 3,885,218 3,131,070 ----------- ----------- ----------- Provision for Income Taxes (18,200) 41,681 (119,588) ----------- ----------- ----------- Net Income $ 4,530,382 $ 3,843,537 $ 3,250,658 =========== =========== =========== Basic Earnings per Common Share $ 1.63 $ 1.39 $ 1.16 =========== =========== =========== Weighted Average Shares Outstanding-Basic 2,782,449 2,772,286 2,804,632 =========== =========== =========== Diluted Earnings Per Common Share $ 1.60 $ 1.37 $ 1.15 =========== =========== =========== Weighted Average Shares Outstanding-Diluted 2,826,730 2,813,001 2,816,544 =========== =========== =========== </TABLE> * Eliminated in consolidation See notes to condensed financial statements. 21
SCHEDULE II INVESTORS TITLE COMPANY (PARENT COMPANY) CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 <TABLE> <CAPTION> 1997 1996 1995 <S> <C> <C> <C> Operating Activities: Net income $4,530,382 $3,843,537 $3,250,658 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net earnings of subsidiaries less dividends received of $595,000, $510,000 and $856,828 in 1997, 1996 and 1995, respectively (3,941,715) (3,235,375) (2,281,618) Provision for building impairment 150,000 Depreciation 62,362 68,560 67,793 Benefit for deferred income taxes (68,883) (7,116) (6,171) (Increase) decrease in receivables (70,806) 13,607 1,216 (Increase) decrease in income taxes receivable-current 70,914 100,942 (311,222) Increase in prepaid expenses (523) Increase (decrease) in accounts payable and accrued liabilities 27,967 (19,580) 39,861 ----------- ----------- ----------- Net cash provided by operating activities 759,698 764,575 760,517 ----------- ----------- ----------- Investing Activities: Purchases of securities (30,000) Proceeds from sales of securities 15,000 Purchases of furniture and equipment and building (36,112) (2,980) (69,605) ----------- ----------- ----------- Net cash used in investing activities (21,112) (32,980) (69,605) ----------- ----------- ----------- Financing Activities: Payments on demand notes (362,000) (500,000) Dividends paid (342,689) (271,297) (228,460) ----------- ----------- ----------- Net cash used in financing activities (342,689) (633,297) (728,460) ----------- ----------- ----------- Net Increase (Decrease) in Cash and Cash Equivalents 395,897 98,298 (37,548) Cash and Cash Equivalents, Beginning of Year 139,668 41,370 78,918 ----------- ----------- ----------- Cash and Cash Equivalents, End of Year $535,565 $139,668 $41,370 =========== =========== =========== Supplemental Disclosures: Cash Paid During the Year For: Interest 0 $15,837 $35,046 =========== =========== =========== Income Taxes ($20,231) ($48,801) $203,253 =========== =========== =========== </TABLE> Supplemental Schedule of Noncash Investing Activities: Net unrealized gains (losses) on investments in common stocks were $0 in 1997, 1996 and 1995. See notes to condensed financial statements. During 1996, the Company exchanged assets with a value of $60,000 for an equity investment. 22
SCHEDULE II INVESTORS TITLE COMPANY (PARENT COMPANY) CONDENSED FINANCIAL INFORMATION OF REGISTRANT NOTES TO CONDENSED FINANCIAL STATEMENTS 1. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Investors Title Company and Subsidiaries. 2. Cash dividends paid to Investors Title Company by its wholly owned subsidiary, Investors Title Insurance Company, were $350,000, $350,000, and $836,828 in 1997, 1996 and 1995, respectively. Cash dividends paid to Investors Title Company by its wholly owned subsidiary, Investors Title Exchange Corporation were $245,000, $160,000, and $20,000 in 1997, 1996 and 1995, respectively. 3. Certain 1995 amounts have been reclassified to conform with 1997 classifications. 23
SCHEDULE III INVESTORS TITLE COMPANY AND SUBSIDIARIES SUPPLEMENTARY INSURANCE INFORMATION For the Years Ended December 31, 1997, 1996 and 1995 <TABLE> <CAPTION> - ------------------------------------------------------------------------------------------------------------------------------------ Future Policy Other Benefits, Policy Benefits Amortization Deferred Losses, Claims Claims, of Deferred Policy Claims and Net Losses and Policy Other Acquisition and Loss Unearned Benefits Premium Investment Settlement Acquisition Operating Premiums Segment Cost Expenses Premiums Payable Revenue Income Expenses Costs Expenses Written - ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> Year Ended December 31, 1997 Title -- 7,622,140 -- 96,241 29,875,350 1,628,188 4,679,353 -- 21,260,381 N/A Year Ended December 31, 1996 Title -- 5,086,065 -- 60,902 21,111,155 1,352,932 2,939,741 -- 14,629,904 N/A Year Ended December 31, 1995 Title -- 3,836,065 -- 38,601 15,854,140 1,140,636 1,429,660 -- 11,532,632 N/A </TABLE> 24
SCHEDULE IV INVESTORS TITLE COMPANY AND SUBSIDIARIES REINSURANCE For the Years Ended December 31, 1997, 1996, and 1995 <TABLE> <CAPTION> - -------------------------------------------------------------------------------------------------------------------------- Ceded to Assumed from Percentage of Gross Other Other Net Amount Amount Companies Companies Amount Assumed to Net - -------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> YEAR ENDED DECEMBER 31, 1997 Title Insurance Premiums $30,058,724 $241,821 $58,447 $29,875,350 0.2% YEAR ENDED DECEMBER 31, 1996 Title Insurance Premiums 21,187,689 121,093 44,559 21,111,155 0.2% YEAR ENDED DECEMBER 31, 1995 Title Insurance Premiums 15,903,006 78,683 29,817 15,854,140 0.2% </TABLE> 25
SCHEDULE V INVESTORS TITLE COMPANY AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 1997, 1996 and 1995 <TABLE> <CAPTION> - ------------------------------------------------------------------------------------------------------------------------ Balance at Additions Additions Charged Beginning Charged to to Other Deductions- Balance at Description of Period Costs and Expenses Accounts - Describe describe* End of Period - ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> 1997 Premiums Receivable Valuation Provision $200,000 $150,000 $0 $0 $350,000 Impairment of Building Plans 0 150,000 0 0 150,000 Reserves for Claims 5,086,065 4,679,353 0 (2,143,278) 7,622,140 1996 Premiums Receivable Valuation Provision 120,000 80,000 0 0 200,000 Reserves for Claims 3,836,065 2,939,741 0 (1,689,741) 5,086,065 1995 Premiums Receivable Valuation Provision 120,000 0 0 0 120,000 Reserves for Claims 3,635,850 1,429,660 0 (1,229,445) 3,836,065 </TABLE> *Payments of claims 26