INVESTORS TITLE CO
10-Q, 1998-11-13
TITLE INSURANCE
Previous: NESTOR INC, 10-Q, 1998-11-13
Next: MEMRY CORP, 10QSB, 1998-11-13




                       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, 1998

                                       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)



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 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

 Shares outstanding of each of the issuer's classes of common stock as of 
September 30, 1998:

     Common Stock, no par value              2,800,838
     Class                                   Shares Outstanding

                                        1
<PAGE>

                    INVESTORS TITLE COMPANY AND SUBSIDIARIES


         INDEX


PART I.           FINANCIAL INFORMATION

Item 1.   Financial Statements:

 Consolidated Balance Sheets as of September 30, 1998 and December 31, 1997...3

 Consolidated Statements of Income:
                 Three and Nine Months Ended September 30, 1998 and 1997......4

 Consolidated Statements of Cash Flows:
                 Nine Months Ended September 30, 1998 and 1997................5

             Notes to Condensed Consolidated Financial Statements.............6


Item 2.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations............................................7


PART II. OTHER INFORMATION...................................................11

Item 6.  Exhibits and Reports on Form 8-K....................................11


SIGNATURES...................................................................12



                                        2
<PAGE>
 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements

                    Investors Title Company and Subsidiaries
                           Consolidated Balance Sheets
                 As of September 30, 1998 and December 31, 1997

<TABLE>
<CAPTION>

                                                                            09/30/98                   12/31/97
                                                                            --------                   --------      
                                                                             (Unaudited)
<S>                                                                        <C>                       <C> 
Assets
                                                                             
    Cash and Cash Equivalents                                              $  5,286,325               $ 2,823,177

 Investments in securities:
    Held-to-maturity:
      Certificates of deposit                                                    98,982                   130,985
      Bonds, at amortized cost                                                5,290,703                 4,710,481
   Available-for-sale, at fair value:
     Bonds                                                                   23,213,135                19,752,550
     Common and nonredeemable preferred stocks                                5,175,791                 6,530,394
                                                                             ----------                ----------
        Total investments                                                    33,778,611                31,124,410
                                                                             ----------                ----------
   Premiums receivable (less allowance for doubtful accounts:
                        1998: $675,000; 1997: $350,000)                       4,793,990                 3,372,751
   Accrued interest and dividends                                               474,786                   429,064
   Prepaid expenses and other assets                                            438,704                   462,801
   Property acquired in settlement of claims                                    108,500                   280,725
   Property, net                                                              3,277,860                 2,800,079
                                                                             ----------                ----------
   Total Assets                                                           $  48,158,776             $  41,293,007
                                                                             ==========                ==========
 Liabilities and Stockholders' Equity
 Liabilities:
   Reserves for claims (Note 2)                                           $  11,377,665             $   7,622,140
   Accounts payable and accrued liabilities                                   1,166,223                 1,069,372
   Commissions and reinsurance payables                                         103,351                    96,241
   Premium taxes payable                                                        204,345                   153,857
   Current income taxes payable                                                 251,623                    25,081
   Deferred income taxes, net                                                   473,457                 1,197,408
                                                                             ----------                ----------
       Total liabilities                                                     13,576,664                10,164,099
                                                                             ----------                ----------
 Stockholders' Equity:
   Common stock-no par value (shares authorized 6,000,000;
   2,855,744 and 2,855,744 shares issued; and 2,800,838 and
   2,800,240 shares outstanding 1998 and 1997, respectively)                    701,346                   879,612
   Retained earnings                                                         31,666,531                27,933,688
   Net unrealized gain on investments  (accumulated other comprehensive 
                                         income - Note 3)
     (net of deferred taxes: 1998: $1,141,238; 1997: $1,193,461)              2,214,235                 2,315,608
                                                                             ----------                ---------- 
       Total stockholders' equity                                            34,582,112                31,128,908
                                                                             ----------                ----------
   Total Liabilities and Stockholders' Equity                             $  48,158,776             $  41,293,007
                                                                             ==========                ==========

</TABLE>


            See notes to consolidated financial statements.



                                                      3 

<PAGE>
                    Investors Title Company and Subsidiaries
                        Consolidated Statements of Income
                           September 30, 1998 and 1997
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                     For The Three                   For The Nine
                                                                     Months Ended                    Months Ended
                                                                     September 30                    September 30
                                                      ----------------------------------  ------------------------------------
                                                                1998              1997              1998                1997
                                                                -----            -----             -----                ----
<S>                                                     <C>                <C>              <C>                 <C>  

Revenues:
    Underwriting income:
       Premiums written                                 $  11,721,247      $  8,164,156     $   32,681,945      $  21,355,118
       Less-premiums for reinsurance ceded                     42,729            57,996            255,528            168,481
                                                           ----------        ----------         ----------         ----------
           Net premiums written                            11,678,518         8,106,160         32,426,417         21,186,637
     Investment income-interest and dividends                 459,947           412,742          1,325,724          1,196,461
     Net realized gain on sales of investments                134,938           126,338            256,988            233,387
     Other                                                    238,231           137,101            613,791            403,166
                                                           ----------        ----------         ----------         ----------
          Total                                            12,511,634         8,782,341         34,622,920         23,019,651
                                                           ----------        ----------         ----------         ----------

Operating Expenses:
      Commissions to agents                                 4,425,467         2,709,484         12,132,478          6,969,825
      Provision for claims (Note 2)                         2,123,924         1,282,844          5,816,214          3,100,832
      Salaries                                              1,696,148         1,211,227          4,393,726          3,290,496
      Employee benefits and payroll taxes                     331,321           394,475          1,659,236          1,344,727
      Office occupancy and operations                         817,000           635,446          2,356,063          1,805,762
      Business development                                    248,517           248,382            882,723            719,134
      Taxes, other than payroll and income                    342,802           195,001            873,507            541,547
      Professional fees                                       137,232           115,723            346,252            214,980
      Other                                                   146,113           108,347            390,154            371,747
                                                          -----------        ----------         ----------         ----------
         Total                                             10,268,524         6,900,929         28,850,353         18,359,050
                                                          -----------        -----------        ----------         ----------

Income Before Income Taxes                                  2,243,110         1,881,412          5,772,567          4,660,601
                                                          -----------        ----------         ----------         ----------

Provision For Income Taxes                                    696,170           552,840          1,782,707          1,325,501
                                                          -----------        ----------         ----------         ----------

Net Income                                              $   1,546,940     $   1,328,572     $    3,989,860      $   3,335,100
                                                          ===========        ==========         ==========         ==========

Basic Earnings per Common Share (Note 4)                $         .55     $         .48     $         1.42      $        1.20
                                                          ===========        ==========         ==========         ==========

Weighted Average Shares Outstanding-Basic (Note 4)          2,805,409         2,789,123          2,805,791          2,777,217
                                                          ===========        ==========        ===========         ==========

Diluted Earnings per Common Share (Note 4)              $         .55     $         .47     $         1.40      $        1.18
                                                          ===========        ==========        ===========         ==========

Weighted Average Shares Outstanding-Diluted (Note 4)        2,837,389         2,828,074          2,844,266          2,821,247
                                                          ===========        ==========        ===========         ==========

Dividends Paid                                          $      85,672     $      85,672     $      257,017      $     257,017
                                                          ===========        ==========        ===========         ==========

Dividends per Share                                     $         .03     $         .03     $          .09      $         .09
                                                          ===========       ===========        ===========         ==========



</TABLE>


See notes to consolidated financial statements.

                                                      4
<PAGE>
                    Investors Title Company and Subsidiaries
                     Consolidated Statements of Cash Flows
             For the Nine Months Ended September 30, 1998 and 1997
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                         1998               1997
                                                                         -----              ----
<S>                                                                <C>                 <C>

Operating Activities:
Net income                                                         $3,989,860          $3,335,100
  Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation                                                  283,761             253,330
        Net (accretion) discount amortization                          (3,421)              3,092
        Provision for losses on premiums receivable                   325,000             150,000
        Net (gain) loss on disposals of property                      (16,884)              6,991
        Net realized gain on sales of investments                    (256,988)           (233,387)
        Provision for deferred income taxes                          (671,728)           (433,480)
        Provision for claims                                        5,816,214           3,100,832
        Payments of claims, net of recoveries                      (2,060,689)         (1,015,602)
  Changes in assets and liabilities:
        Increase in receivables and other assets                   (1,595,639)           (920,401)
        Increase (decrease) in accounts payable and
                                   accrued liabilities                 96,851              (1,016)
        Increase (decrease) in commissions and
                                   reinsurance payables                 7,110             (13,714)
        Increase in premium taxes payable                              50,488              14,095
        Increase in current income taxes payable                      226,542             219,063
                                                               ---------------     --------------
    Net cash provided by operating activities                       6,190,477           4,464,903
                                                               ---------------     --------------

Investing Activities:
  Purchases of available-for-sale securities                       (3,869,637)         (6,757,604)
  Purchases of held-to-maturity securities                         (1,025,057)                  0
  Proceeds from sales of available-for-sale securities              1,921,332           2,250,316
  Proceeds from sales of held-to-maturity securities                  425,974             512,023
  Purchases of property                                              (775,567)           (273,921)
  Proceeds from sales of property                                      30,909              30,080
                                                               ---------------     --------------
    Net cash used in investing activities                          (3,292,046)         (4,239,106)
                                                               ---------------     --------------

Financing Activities:
  Distributions (repurchases) of common stock                        (178,266)             95,914
  Dividends paid                                                     (257,017)           (257,017)
                                                               ---------------     ---------------
     Net cash used in financing activities                           (435,283)           (161,103)
                                                               ---------------     --------------

Net Increase in Cash and Cash Equivalents                           2,463,148              64,694
Cash and Cash Equivalents, Beginning of Year                        2,823,177           4,244,570
                                                               ---------------     --------------
Cash and Cash Equivalents, End of Period                           $5,286,325          $4,309,264
                                                               ===============     ==============

Supplemental Disclosures:
Cash Paid During the Year for:
    Interest                                                       $    6,052          $        0
                                                               ===============     ==============
    Income Taxes                                                   $2,229,061          $1,540,075
                                                               ===============     ==============

</TABLE>

See notes to consolidated financial statements.


                                                      5

<PAGE>



                             INVESTORS TITLE COMPANY
                                AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                  September 30, 1998
                                   (Unaudited)

 Note 1 - Basis of Presentation

The consolidated  financial  statements include Investors Title Company
and its  subsidiaries,  and have been  prepared  in  conformity  with  generally
accepted accounting principles.

In the  opinion  of  management  all  necessary  adjustments  have been
reflected  for a  fair  presentation  of  the  financial  position,  results  of
operations and cash flows in the accompanying  unaudited  consolidated financial
statements. All such adjustments are of a normal recurring nature.

Reference  should  be  made to the  "Notes  to  Consolidated  Financial
Statements" of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1997 for a description of accounting policies.

Note 2 - Reserves  for Claims

Transactions  in the  reserves for claims for the nine months ended 
September 30,  1998 were as  follows:

  Balance,  beginning  of year        $    7,622,140
  Provision, charged to operations         5,816,214
  Recoveries                                 142,844
  Payments of claims                      (2,203,533)
                                      ---------------     
  Balance, September 30, 1998         $   11,377,665
                                      ===============

In  management's  opinion,  the  reserves  are  adequate to cover claim
losses which might result from pending and possible claims.

Note 3 - Comprehensive Income

In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS
130"). The Company adopted SFAS 130 as of January 1, 1998.
Other comprehensive income is comprised solely of unrealized gains or losses on
the Company's available-for-sale securities. Total comprehensive income for the
three months ended  September 30, 1998 and 1997 was $1,299,446  and  $1,765,779,
respectively. Total comprehensive income for the nine months ended September 30,
1998 and 1997 was $3,888,487 and $3,820,479, respectively.

Note 4 - Earnings Per Common Share

The Company adopted Financial  Accounting Standards Board Statement of Financial
Accounting Standards No. 128, Earnings Per Share ("SFAS 128") effective December

                                        6
<PAGE>

31, 1997. 
The total increase in the weighted average shares  outstanding  related to these
equivalent  shares was 31,980 and 38,951 for the three  months ending September
30, 1998 and 1997, respectively and 38,475 and 44,030 for the nine months ending
September 30, 1998 and 1997, respectively.

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

The 1997 Form 10-K and the 1997 Annual  Report  should be read
in  conjunction  with the  following  discussion  since they  contain  important
information  for  evaluating  the  Company's  operating  results  and  financial
condition.

Results of Operations:
 
For the quarter ended September 30, 1998, net premiums written
increased  44% to  $11,678,518,  investment  income  increased  11% to $459,947,
revenues increased 42% to $12,511,634 and net income increased 16% to $1,546,940
all compared with the same quarter in 1997. Net income per share, for both basic
and diluted common shares,  increased to $.55, representing increases of 15% and
17%, respectively, as compared with the year ago period.

For the nine months ended  September  30,  1998,  net premiums
written  increased  53%  to  $32,426,417,  investment  income  increased  11% to
$1,325,724,  revenues increased 50% to $34,622,920,  net income increased 20% to
$3,989,860 and net income per basic and diluted  common share  increased 18% and
19% to $1.42 and $1.40, all respectively, compared with the same period in 1997.

Growth in sales has resulted  from the  Company's  efforts to
profitably  expand the  distribution  of products and an extremely  healthy real
estate market. The robust economic  conditions  experienced in the first half of
the year carried into the third quarter  although they have since  declined from
peak mid year volume.  Sales of existing homes remained  strong during the third
quarter.  According to the Mortgage Bankers Association of America,  the monthly
average  30-year fixed  mortgage  interest  rates declined to 7.00% for the nine
months ended  September  30, 1998  compared with 7.73% for the nine months ended
September  30, 1997.  The volume of business  continued to increase in the third
quarter of 1998 as the number of policies and commitments issued rose to 70,700,
an increase of 40% compared with 50,592 in the same period in 1997. Policies and
commitments issued for the nine months ended September 30, 1998 were 201,995 
compared with 132,373 in 1997.

Shown below is a breakdown of branch and agency premiums:

             Three Months Ended                Nine Months Ended
                September 30                       September 30
                ------------                       ------------
           1998       %      1997      %     1998       %       1997         %
           ----       -      ----      -     ----       -       ----         -
Branch  $5,552,868   48   $4,214,875  52  $15,640,526  48    $11,239,489    53
Agency   6,125,650   52    3,891,285  48   16,785,891  52      9,947,148    47
        ----------   --    ---------  --   ----------  --      ---------    --
Total  $11,678,518  100   $8,106,160 100  $32,426,417 100    $21,186,637    100
       ===========  ===   ========== ===   ========== ===     ==========    ===

                                                      7
<PAGE>

Shown  below is a schedule of title  premiums  written for the
three and nine months ended  September 30, 1998 and 1997 in all states where our
two insurance  subsidiaries,  Investors  Title  Insurance  Company and Northeast

                     Three Months Ended            Nine Months Ended
                        September 30                  September 30
              ------------------------------------------------------------
                         1998     1997                  1998       1997
                         ----     ----                  ----       ----
Arkansas         $         0    $     0            $   17,711    $      0
Florida               20,406       18,939              67,022      58,774
Georgia               99,551      129,467             382,641     441,117
Indiana               42,841       21,319             109,128      70,537
Kentucky                  75          173                 177         173
Maryland             135,300       22,113             313,734      70,717
Michigan           2,294,357    1,389,510           6,474,095   3,306,942
Minnesota            314,892       51,491             731,368      59,210
Mississippi            4,109        3,407              28,172      19,177
Nebraska             229,216      108,913             631,351     439,522
New York             148,235       99,573             386,854     317,103
North Carolina     5,505,769    4,201,611          15,622,885  11,113,444
Pennsylvania               0            0                 250           0
South Carolina     1,055,599      819,752           2,494,285   1,920,101
Tennessee             60,910       34,060             144,444     110,627
Virginia           1,758,108    1,257,248           5,180,644   3,383,219
West Virginia         35,453            0              35,453           0
                 ---------------------------------------------------------
Direct Premiums   11,704,821    8,157,576          32,620,214  21,310,663
Reinsurance, net     (26,303)     (51,416)           (193,797)   (124,026)
                 ---------------------------------------------------------
Net Premiums   $  11,678,518  $ 8,106,160         $32,426,417 $21,186,637
                 ===========   ==========         ============ ===========

Total operating  expenses  increased 49% and 57% for the three
and nine months ended  September 30, 1998,  respectively  compared with the same
periods in 1997.  The  increase in  commissions  is the result of the  Company's
expansion   into  new  markets   primarily  by  continuing  to  develop   agency
relationships.  Salaries  and  employee  benefits  increased  primarily  due  to
additional  staffing  needed to process the increase in premium  volume.  Office
occupancy and operations,  business development and premium taxes rose primarily
due to the increase in premium volume.

The  provision  for  claims as a  percentage  of net  premiums
written was 18% for both the three and nine months  ended  September  30,  1998,
versus 16% and 15%, respectively, for the same periods in 1997. The reserves for
claims have increased $3,755,525 in 1998 compared with year-end based on premium
growth, claims experience and management's assessment of the reserve.

                                                      8
<PAGE>

Income tax expense as a percentage of income before income taxes was 31% and 28%
for the nine  months  ended  September  30,  1998 and  1997,  respectively.  The
increase in 1998 was primarily the result of an increase in deferred tax expense
related to the  provision  for claims and an  increase  in income  from  taxable
sources.

Liquidity and Capital Resources:

Net cash provided by operating  activities for the nine months
ended  September 30, 1998,  amounted to $6,190,477  compared with $4,464,903 for
the same nine month period during 1997. This increase is primarily the result of
an increase in premiums as compared with the prior period,  partially  offset by
an increase in commissions expense.

On  December  9, 1996,  the Board of  Directors  approved  the
repurchase by the Company of shares of the  Company's  common stock from time to
time at prevailing  market  prices.  The purpose of the  repurchases is to avoid
dilution  to  existing  shareholders  as a  result  of  issuances  of  stock  in
connection with stock options and stock bonuses.  Pursuant to this approval, the
Company has repurchased 43,277 shares at an average price of $20.30 per share as
of October 31, 1998,  including  10,044 shares  purchased at an average purchase
price of $23.47  during the quarter  ended  September  30,  1998.  The Board has
authorized management to repurchase up to an additional 106,723 shares.

Management  believes  that  funds  generated  from  operations
(primarily  underwriting  and  investment  income)  will  enable the  Company to
adequately meet its operating needs. In addition to operational  liquidity,  the
Company maintains a high degree of liquidity within the investment  portfolio in
the form of short-term investments and other readily marketable securities.

 Other Matters

Year 2000 Issues

In  September  1998,  the  Company  created  and filled a new  position  of Vice
President of Information Systems. In addition to overall  responsibility for the
Company's  information  systems, the individual in this position is leading the
Company's Year 2000 Project Committee (the "Committee"),  which is comprised of
department  heads or high level  managers  representing  each of the  Company's
departments.  The Vice  President  of  Information  Systems is  responsible  for
coordinating  the  Company's  Year  2000  compliance   efforts,   including  an
evaluation of the  Company's  internal  systems as well as an assessment of the
level of  preparedness  of other  companies  with whom the Company does business
where the Year 2000  compliance  of that  entity  might  materially  impact  the
Company's operations.

The Committee has adopted a three phase approach with estimated completion dates
as follows: awareness (fourth quarter 1998), assessment (first quarter 1999) and
implementation  (third quarter 1999). In the awareness  phase, the Committee and
the  Company as a whole will become  educated  about the nature of the Year 2000
problem,  particularly as it applies to the Company's  business  circumstances.
During the  assessment  phase the Committee  will identify  potential  points of
failure,  in  addition  to  determining  Year  2000  compliance  status  of such
functions. In the implementation phase, the 

                                                      9
<PAGE>

Committee will begin by implementing any necessary modifications to those
systems which serve critical functions and will proceed to address other less
critical systems later in the process.

The  Company is  currently  in the  process of  inventorying  all  hardware  and
software for  date-sensitive  function.  As part of a regular technology refresh
cycle,  the Company is currently  replacing  most existing PC  workstations  and
servers.  Desktop  operating  systems,  network operating systems and commercial
offtheshelf  application suites are also being standardized and upgraded to Year
2000 compliant versions.
 This   replacement   strategy  has  the  added  benefit  of  obtaining   vendor
representations that all hardware and operating system software being purchased,
are Year 2000 compliant.  The Company  previously  budgeted for these technology
upgrades  therefore  additional  costs  specifically   allocated  to  Year  2000
compliance efforts are expected to be minimal.  The Company currently  estimates
that costs directly attributable solely to its Year 2000 compliance program will
be less than $500,000.

The  Company  is  currently  completing  an  inventory  of all  embedded  system
technology  under the assessment  phase.  Upon completion of the inventory,  the
Company will evaluate the results and determine how to proceed.

The Company is also working with its third-party  business  partners and vendors
to assure they are on schedule to detect and address any Year 2000 problems that
might  affect the  Company's  systems or business  processes.  The Company will
assess and attempt to mitigate  risks with respect to the failure of any mission
critical third-party business partners and vendors to be Year 2000 ready.

The Company's  preparation of  contingency  plans for Year 2000 related
occurrences is ongoing,  and will continue  throughout 1999. The elements of the
contingency  plan will depend upon the results of the  Company's  awareness  and
assessment phases, and will become better defined as these phases are completed.

The Company's current assessment of the most likely Year 2000 related
worst  case  scenario  is that it may  experience  a  decline  in its  volume of
business  or a delay in its  ability  to write  title  insurance  as a result of
failure  of  various  functions  and  services  in the real  estate  transaction
business  generally.  Any such failure  would be likely to impact  others in the
industry as well,  and the Company has no reason to believe that it would be any
more adversely affected than other title insurance companies.

Although the Company believes it will have completed all phases of its Year 2000
initiative in sufficient time to identify and remedy any non-compliant  programs
and systems and avoid any material  adverse  impact on its business,  failure of
third-party  business  partners  and  governmental   services  to  be  Year-2000
compliant,  as well as a  possible  downturn  in the  economy  due to Year  2000
related  failures,  could  have a  material  adverse  effect  on the  Company's
operations.

Safe Harbor Statement

Except for the historical information  presented,  the matters
disclosed  in the  foregoing  discussion  and  analysis  and other parts of this
report  include  forward-looking  statements.

                                                      10
<PAGE>

These  statements  represent  the
Company's  current  judgment  on  the  future  and  are  subject  to  risks  and
uncertainties that could cause actual results to differ materially. Such factors
include,  without limitation:  (i) that the demand for title insurance will vary
with  factors  beyond the  control of the  Company  such as changes in  mortgage
interest rates,  availability of mortgage funds,  level of real estate activity,
cost of real  estate,  consumer  confidence,  supply and demand for real estate,
inflation and general economic  conditions;  (ii) that losses from claims may be
greater than  anticipated such that reserves for possible claims are inadequate;
(iii) that  unanticipated  adverse changes in securities markets could result in
material losses on investments  made by the Company;  and (iv) the dependence of
the Company on key  management  personnel the loss of whom could have a material
adverse affect on the Company's business. The Company's discussion of Year 2000
issues under the heading "Other  Matters"  contains  forward-looking  statements
that are subject to risks and uncertainties  that could cause the actual results
to  differ  from  those  projected.  These  include  the risks  associated  with
unforeseen  technological  issues  associated  with the Company's own Year 2000
compliance  efforts and the compliance efforts of third parties on whose systems
the Company relies.  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.

PART II. OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits
                  (27)     Financial Data Schedule included herewith.

         (b)      Reports on Form 8-K
                  There were no reports filed on Form 8-K for this quarter.

                                 11
<PAGE>

                                             SIGNATURES
Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  in its  behalf by the
undersigned hereunto duly authorized.

         INVESTORS TITLE COMPANY
         (Registrant)



                                            By: /s/ James A. Fine, Jr.
                                            --------------------------
                                             James A. Fine, Jr.
                                             President



                                            By: /s/Elizabeth P. Bryan
                                            --------------------------
                                            Elizabeth P. Bryan
                                             Vice President
                                             (Principal Accounting Officer)

Dated:  November 12, 1998

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
*Not disclosed on a quarterly basis.
</LEGEND>
       
<S>                             <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1998             DEC-31-1998    
<PERIOD-END>                               MAR-31-1998             JUN-30-1998             SEP-30-1998
<DEBT-HELD-FOR-SALE>                        20,229,252              22,059,438              23,213,125
<DEBT-CARRYING-VALUE>                        5,163,585               5,376,128               5,175,791
<DEBT-MARKET-VALUE>                                 0*                      0*                      0*
<EQUITIES>                                   6,648,115               6,385,988               5,389,685
<MORTGAGE>                                           0                       0                       0
<REAL-ESTATE>                                        0                       0                       0
<TOTAL-INVEST>                              32,172,677              33,920,536              33,778,611
<CASH>                                       3,652,670               4,764,362               5,286,325
<RECOVER-REINSURE>                                   0                       0                       0
<DEFERRED-ACQUISITION>                               0                       0                       0
<TOTAL-ASSETS>                              43,694,307              47,235,580              48,158,776
<POLICY-LOSSES>                              8,498,765              10,002,165              11,377,665
<UNEARNED-PREMIUMS>                                  0                       0                       0
<POLICY-OTHER>                                  89,210                 175,088                 103,351
<POLICY-HOLDER-FUNDS>                                0                       0                       0
<NOTES-PAYABLE>                                      0                       0                       0
                                0                       0                       0
                                          0                       0                       0
<COMMON>                                       979,002                 902,942                 701,346
<OTHER-SE>                                  31,420,716              32,666,992              33,880,766
<TOTAL-LIABILITY-AND-EQUITY>                43,694,307              47,235,580              48,158,776
                                   9,441,848              20,747,899              32,426,417
<INVESTMENT-INCOME>                            420,286                 865,777               1,325,724
<INVESTMENT-GAINS>                              70,175                 122,050                 256,988
<OTHER-INCOME>                                 150,011                 375,560                 613,791
<BENEFITS>                                   1,564,370               3,692,290               5,816,214
<UNDERWRITING-AMORTIZATION>                          0                       0                       0
<UNDERWRITING-OTHER>                         6,991,832              14,889,539              23,034,139
<INCOME-PRETAX>                              1,526,118               3,529,457               5,772,567
<INCOME-TAX>                                   458,497               1,086,537               1,782,707
<INCOME-CONTINUING>                          1,067,621               2,442,920               3,989,860
<DISCONTINUED>                                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0
<CHANGES>                                            0                       0                       0
<NET-INCOME>                                 1,067,621               2,442,920               3,989,860
<EPS-PRIMARY>                                      .38                     .87                    1.42 
<EPS-DILUTED>                                      .38                     .86                    1.40
<RESERVE-OPEN>                                       0                       0                       0
<PROVISION-CURRENT>                                  0                       0                       0
<PROVISION-PRIOR>                                    0                       0                       0
<PAYMENTS-CURRENT>                                   0                       0                       0
<PAYMENTS-PRIOR>                                     0                       0                       0
<RESERVE-CLOSE>                                      0                       0                       0
<CUMULATIVE-DEFICIENCY>                              0                       0                       0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission