INVESTORS TITLE CO
10-Q, 1999-11-12
TITLE INSURANCE
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                       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, 1999
                                                 ----------------
                                       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, 1999:

     Common Stock, no par value              2,770,765
     --------------------------              ---------
     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, 1999 and December 31, 1998...3

 Consolidated Statements of Income:
     Three and Nine Months Ended September 30, 1999 and September 30, 1998....4

 Consolidated Statements of Cash Flows:
      Nine Months Ended September 30, 1999 and September 30, 1998.............5

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


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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk .........11

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K....................................12


SIGNATURES...................................................................13

                                       2

<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
- ------------------------------

                               Investors Title Company and Subsidiaries
                                      Consolidated Balance Sheets
                               As of September 30, 1999 and December 31, 1998
                                             (Unaudited)
<TABLE>
<CAPTION>

                                                                     September 30, 1999                December 31, 1998
                                                                   ---------------------           -----------------------
<S>                                                               <C>                              <C>

Assets
  Cash and Cash Equivalents                                       $         8,560,994                $            8,141,354

  Investments in securities:
     Fixed maturities:
       Held-to-maturity, at amortized cost                                  4,644,209                             5,287,458
       Available-for-sale, at fair value                                   26,000,644                            23,235,754
     Equity securities, at fair value                                       4,826,765                             5,275,912
                                                                   --------------------             -----------------------
        Total investments                                                  35,471,618                            33,799,124

  Premiums receivable
   (less allowance for doubtful accounts: 1999 and 1998: $775,000)          3,930,653                             5,357,000
  Accrued interest and dividends                                              510,182                               481,741
  Prepaid expenses and other assets                                           621,370                               410,778
  Property acquired in settlement of claims                                   191,617                               108,500
  Property, net                                                             5,241,291                             3,299,315
  Prepaid federal income taxes                                                221,547                                     -
  Deferred income tax asset, net                                              807,520                                     -
                                                                    ------------------              ------------------------

  Total Assets                                                   $         55,556,792               $            51,597,812
                                                                 =====================              ===========================

Liabilities and Stockholders' Equity
Liabilities:
  Reserves for claims (Note 2)                                   $         15,562,665               $            13,362,665
  Accounts payable and accrued liabilities                                  1,874,237                             1,258,802
  Commissions and reinsurance payables                                        235,661                                84,598
  Premium taxes payable                                                        72,660                               277,887
  Current income taxes payable                                                      -                               207,350
  Deferred income taxes, net                                                        -                                77,845
                                                                    ------------------              ------------------------
      Total liabilities                                                    17,745,223                            15,269,147
                                                                    ------------------              ------------------------

Stockholders' Equity:
  Common stock-no par value (shares authorized 6,000,000;
    2,855,744 and 2,855,744 shares issued; and 2,770,765 and
    2,809,123 shares outstanding 1999 and 1998, respectively)                      1                               732,453
  Retained earnings                                                       36,488,253                            33,050,508
  Accumulated other comprehensive income (net unrealized gain
      on investments)  (net of deferred taxes: 1999: $682,280;
                        1998: $1,311,995) (Note 3)                         1,323,315                             2,545,704
                                                                   -------------------              ------------------------
      Total stockholders' equity                                          37,811,569                            36,328,665
                                                                   -------------------              ------------------------

  Total Liabilities and Stockholders' Equity                     $        55,556,792              $             51,597,812
                                                                 =====================            ===========================
</TABLE>

See notes to consolidated financial statements.



                                                              3

<PAGE>
                                      Investors Title Company and Subsidiaries
                                           Consolidated Statements of Income
                                                September 30, 1999 and 1998
                                                      (Unaudited)
<TABLE>
<CAPTION>
                                                            For The Three                                For The Nine
                                                            Months Ended                                 Months Ended
                                                            September 30                                 September 30
                                                 ------------------------------------           ------------------------------------
                                                       1999                    1998                     1999                1998
                                                    ----------             -----------             ------------      --------------
<S>                                             <C>                    <C>                    <C>                <C>
Revenues:
    Underwriting income:
       Premiums written                         $   11,363,766          $   11,721,247           $   34,599,158      $   32,681,945
       Less-premiums for reinsurance ceded             105,686                  42,729                  261,954             255,528
                                                    ----------             -----------              -----------       -------------
           Net premiums written                     11,258,080              11,678,518               34,337,204          32,426,417
     Investment income-interest and dividends          544,322                 459,947                1,513,099           1,325,724
     Net realized gain on sales of investments         138,037                 134,938                  418,395             256,988
     Other                                             244,525                 238,231                  629,593             613,791
                                                   -----------             -----------              -----------        ------------
          Total                                     12,184,964              12,511,634               36,898,291          34,622,920
                                                   -----------             -----------              -----------        ------------

Operating Expenses:
      Commissions to agents                          4,389,572               4,425,467               13,199,680          12,132,478
      Provision for claims (Note 2)                  1,586,490               2,123,924                4,880,219           5,816,214
      Salaries                                       1,917,355               1,696,148                5,622,950           4,393,726
      Employee benefits and payroll taxes              505,475                 331,321                1,880,972           1,659,236
      Office occupancy and operations                1,072,773                 817,000                2,980,141           2,356,063
      Business development                             346,907                 248,517                  985,391             882,723
      Taxes, other than payroll and income              86,845                 123,422                  234,786             227,555
      Premium and retaliatory taxes                    209,290                 219,380                  687,490             645,952
      Professional fees                                122,587                 137,232                  514,093             346,252
      Other                                             49,604                 146,113                  152,858             390,154
                                                   -----------             -----------              -----------        ------------
         Total                                      10,286,898              10,268,524               31,138,580          28,850,353
                                                   -----------             -----------              -----------        ------------

Income Before Income Taxes                           1,898,066               2,243,110                5,759,711           5,772,567
Provision For Income Taxes                             594,550                 696,170                1,807,850           1,782,707
                                                   -----------             -----------              -----------        ------------

Net Income                                      $    1,303,516          $    1,546,940           $    3,951,861      $    3,989,860
                                                   ===========             ===========              ===========        ============

Basic Earnings per Common Share (Note 4)        $         0.47          $         0.55           $         1.42      $         1.42
                                                   ===========             ===========              ===========        ============

Weighted Average Shares Outstanding-Basic
  (Note 4)                                           2,771,607               2,805,409                2,786,488           2,805,791
                                                   ===========             ===========              ===========        ============

Diluted Earnings per Common Share (Note 4)      $         0.47          $         0.55           $         1.41      $         1.40
                                                   ===========             ===========              ===========        ============

Weighted Average Shares Outstanding-Diluted
  (Note 4)                                           2,777,351               2,837,389                2,796,847           2,844,266
                                                   ===========             ===========              ===========        ============

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

Dividends per Share                             $         0.03          $         0.03           $         0.09      $         0.09
                                                   ===========             ===========              ===========        ============

</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, 1999 and 1998
                                                (Unaudited)

<TABLE>
<CAPTION>

                                                                       1999                 1998
                                                                    ------------         ------------
<S>                                                                  <C>               <C>

Operating Activities:
Net income                                                         $   3,951,861       $   3,989,860
  Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation                                                     318,900             283,761
        Net (accretion) discount amortization                             45,161              (3,421)
        Provision for losses on premiums receivable                            -             325,000
        Net gain on disposals of property                                   (524)            (16,884)
        Net realized gain on sales of investments                       (418,395)           (256,988)
        Benefit for deferred income taxes                               (255,650)           (671,728)
        Provision for claims                                           4,880,219           5,816,214
        Payments of claims, net of recoveries                         (2,680,219)         (2,060,689)
  Changes in assets and liabilities:
        Decrease (increase) in receivables and other assets           (1,104,197)         (1,595,639)
        Increase in accounts payable and accrued liabilities             615,435              96,851
        Increase in commissions and reinsurance payables                 151,063               7,110
        Increase (decrease) in premium taxes payable                    (205,227)             50,488
        Increase (decrease) in current income taxes payable             (428,897)            226,542
                                                                  -----------------    --------------
    Net cash provided by operating activities                          7,077,924           6,190,477
                                                                  -----------------    --------------

Investing Activities:
  Purchases of available-for-sale securities                          (5,578,381)         (3,869,637)
  Purchases of held-to-maturity securities                              (100,986)         (1,025,057)
  Proceeds from sales of available-for-sale securities                 1,850,917           1,921,332
  Proceeds from sales of held-to-maturity securities                     677,086             425,974
  Purchases of property                                               (2,270,227)           (775,567)
  Proceeds from sales of property                                          9,875              30,909
                                                                  -----------------   --------------
    Net cash used in investing activities                             (5,411,716)         (3,292,046)
                                                                  -----------------   --------------

Financing Activities:
  Repurchases of common stock (net of distributions)                    (989,551)           (178,266)
  Dividends paid                                                        (257,017)           (257,017)
                                                                  -----------------   --------------
    Net cash used in investing activities                             (1,246,568)           (435,283)
                                                                  -----------------   --------------

Net Increase in Cash and Cash Equivalents                                419,640           2,463,148
Cash and Cash Equivalents, Beginning of Year                           8,141,354           2,823,177
                                                                  -----------------  ---------------
Cash and Cash Equivalents, End of Period                           $   8,560,994       $   5,286,325
                                                                  =================  ===============

Supplemental Disclosures:
Cash Paid During the Year for:
    Interest                                                       $       3,238       $       6,052
                                                                  =================  ===============
    Income Taxes                                                   $   2,482,297       $   2,229,061
                                                                  =================  ===============

</TABLE>
See notes to consolidated financial statements.


                                                        5
<PAGE>



                             INVESTORS TITLE COMPANY
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 1999
                                   (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, 1998 for a description of accounting policies.

Note 2 - Reserves for Claims
- ----------------------------
      Transactions in the reserves for claims for the nine months ended
      September 30, 1999 were as follows:

                   Balance, beginning of year                $      13,362,665
                   Provision, charged to operations                  4,880,219
                   Recoveries                                          211,874
                   Payments of claims                               (2,892,093)
                                                             ------------------
                   Balance, September 30, 1999               $      15,562,665
                                                             ==================

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

Note 3 - Comprehensive Income
- -----------------------------
      Total  comprehensive  income for the three months ended September 30, 1999
      and 1998 was $757,070 and $1,299,446,  respectively.  Total  comprehensive
      income  for the  nine  months  ended  September  30,  1999  and  1998  was
      $2,729,472 and $3,888,487,  respectively.  Other  comprehensive  income is
      comprised   solely  of  unrealized   gains  or  losses  on  the  Company's
      available-for-sale securities.

Note 4 - Earnings Per Common Share
- ----------------------------------
      Employee stock options are considered outstanding for the diluted earnings
      per common share  calculation  and are computed  using the treasury  stock
      method.  The total  increase in the weighted  average  shares  outstanding
      related  to these  equivalent  shares  was 5,744 and  31,980 for the three
      months  ended  September  30, 1999 and 1998,  respectively  and 10,359 and
      38,475  for  the  nine  months   ended   September   30,  1999  and  1998,
      respectively. Options to purchase 59,806 and 48,350 shares of common stock
      were  outstanding  for the three months ended September 30, 1999 and 1998,
      respectively and 58,806 and 47,750 for the nine months ended September 30,
      1999 and 1998, respectively  but were not included in the  computation of

                                       6
<PAGE>


      diluted EPS because the  options'  exercise  prices were  greater than the
      average market price of the common shares.

      Subsequent to September 30, 1999,  the Company  repurchased  10,000 common
      shares at a price of $14.25 per share and 4,000  common  shares at a price
      of $14.75 per share under a stock repurchase program.

Item  2.   Management's Discussion and Analysis of Financial  Condition and
             Results of Operations
           ---------------------------------------------------------------
           The 1998 Form 10-K and the  1998  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,  1999,  net  premiums  written
           decreased  4% to  $11,258,080,  investment  income  increased  18% to
           $544,322,  revenues  decreased  3%  to  $12,184,964  and  net  income
           decreased  16% to  $1,303,516  all compared  with the same quarter in
           1998.  Net income per basic and diluted  common share both  decreased
           15% to $.47 as compared with the year ago period.

           For the nine months ended  September 30, 1999,  net premiums  written
           increased  6% to  $34,337,204,  investment  income  increased  14% to
           $1,513,099,   revenues  increased  7%  to  $36,898,291,   net  income
           decreased  1% to  $3,951,861  and net income per basic  common  share
           remained  at  $1.42,  while  net  income  per  diluted  common  share
           increased 1% to $1.41, all compared with the same period in 1998.

           The Company felt the effects of a slowdown in mortgage originations
           which  was  exacerbated  in some  areas by  Hurricane  Floyd  and the
           lingering effects of extensive flooding.  The Company has also seen a
           reduction in refinancing  due to the recent uptick in interest rates.
           According to the Mortgage Bankers Association of America, the monthly
           average 30-year fixed mortgage  interest rates increased to 7.29% for
           the nine months ended  September  30, 1999  compared  with 7% for the
           nine  months  ended  September  30,  1998.  The  volume  of  business
           decreased in the third  quarter of 1999 as the number of policies and
           commitments  issued  declined to 63,481,  a decrease of 10%  compared
           with  70,700 in the same  period in 1998.  Policies  and  commitments
           issued for the nine months ended  September  30, 1999 showed a slight
           increase with a volume of 203,403 compared with 201,995 in 1998.

           Branch net  premiums  written as a  percentage  of total net premiums
           written  were 45% and 48% for the three months  ended  September  30,
           1999 and 1998, respectively, and 46% and 48% for the nine months
           ended September 30, 1999 and 1998, respectively. Net premiums written
           from branch operations decreased 9% and increased 32% for the three
           months ended September 30, 1999 and 1998, respectively, as compared
           with the same periods in the prior year.  For the nine months ended
           September 30,  1999 and 1998,  net  premiums  written  from  branch
           operations increased 1% and 39%,  respectively,  as compared with the
           same prior year periods.

                                       7
<PAGE>

           Agency net  premiums  written as a  percentage  of total net premiums
           written  were 55% and 52% for the three months  ended  September  30,
           1999 and  1998,  respectively,  and 54% and 52% for the  nine  months
           ended September 30, 1999 and 1998, respectively. Due to the Company's
           efforts to achieve geographic expansion through agents, agency net
           premiums  increased  1% and 57% for the three  months ended
           September  30, 1999 and 1998,  respectively,  as compared with the
           same periods in the prior year. For the nine months
           ended  September 30, 1999 and 1998, net premiums  written from agency
           operations increased 10% and 69%, respectively,  as compared with the
           same prior year periods.

           Shown  below is a schedule  of title  premiums  written  for the nine
           months  ended  September  30,  1999 and 1998 in all states  where the
           Company's  two  insurance  subsidiaries,  Investors  Title  Insurance
           Company and Northeast  Investors Title Insurance  Company,  currently
           underwrite insurance:

                                                1999                      1998
                 Arkansas             $             -             $      17,711
                 Florida                            -                    67,022
                 Georgia                      396,232                   382,641
                 Indiana                      298,717                   109,128
                 Kentucky                       4,321                       177
                 Maryland                     480,765                   313,734
                 Michigan                   5,239,894                 6,474,095
                 Minnesota                  1,431,136                   731,368
                 Mississippi                   15,605                    28,172
                 Nebraska                     853,037                   631,351
                 New York                     429,763                   386,854
                 North Carolina            15,742,671                15,622,885
                 Pennsylvania                   2,902                       250
                 South Carolina             3,682,553                 2,494,285
                 Tennessee                    437,351                   144,444
                 Virginia                   4,891,812                 5,180,644
                 West Virginia                648,591                    35,453
                 Wisconsin                      5,802                         -
                                     ----------------------  -------------------
                 Direct Premiums           34,561,152                32,620,214
                 Reinsurance, net            (223,948)                 (193,797)
                                     ----------------------  -------------------
                    Net Premiums        $  34,337,204             $  32,426,417
                                     ======================  ===================

           Total operating  expenses increased less than 1% and 8% for the three
           and  nine-month  periods  ended  September  30,  1999,  respectively,
           compared  with  the same  periods  in 1998.  Salaries  and   employee
           benefits,  office  occupancy and operations, and business development
           increased due to investments in technology and costs  associated with
           entering and supporting new marketing areas.

                                       8
<PAGE>

           The provision for claims as a percentage of net premiums  written was
           14% for the three and nine months ended  September  30, 1999,  versus
           18% for the same periods in 1998.  The decrease in the  percentage of
           the  provision  for claims to net  premiums  written is the result of
           management's current assessment of the Company's claims experience.

           Liquidity and Capital Resources:
           -------------------------------
           Net cash provided by operating  activities  for the nine months ended
           September 30, 1999,  amounted to $7,077,924  compared with $6,190,477
           for  the  same  nine-month  period  during  1998.  This  increase  is
           primarily  the result of  decreases  in  accounts  receivable  and
           the benefit for deferred income taxes and an increase in accounts
           payable,  partially  offset by decreases in the provision for losses
           on premiums receivable, current taxes payable and the provision for
           claims, net of payments.

           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  106,134 shares at an
           average price of $20.63 per share as of September 30, 1999, including
           7,110 shares  purchased at an average purchase price of $18.63 during
           the  quarter  ended  September  30, 1999 and 61,990  purchased  at an
           average price of $20.84 for the nine months ended September 30, 1999.
           The Board has authorized management to repurchase up to an additional
           43,866 shares.

           On May 11, 1999,  the Board of Directors also approved the repurchase
           of an additional 200,000 shares of the Company's common stock.

           During  the  nine  months  ended  September  30,  1999,  the  Company
           repurchased  common  stock  valued at  $1,291,689  and  redistributed
           previously  acquired  common stock valued at $302,138 in satisfaction
           of stock option  exercises and stock bonuses under the Company's Long
           Term Incentive  Plans.  Although there was a net increase in retained
           earnings  for  the  nine  months  ended  September  30,  1999,  these
           repurchases and distributions  negatively  affected retained earnings
           and common stock by $257,099 and $732,452, respectively.

           Management  believes that funds generated from operations  (primarily
           underwriting  and  investment  income)  will  enable  the  Company to
           adequately meet its operating needs during the next twelve months. 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.

                                       9

<PAGE>


           Other Matters
           -------------

           Year 2000 Issues
           ----------------

           The  Company's  Year 2000  Project  Committee  (the  "Committee")  is
           comprised of department  heads and high-level  managers  representing
           each of the Company's  departments.  Under the leadership of the Vice
           President of  Information  Systems,  the  Committee has continued its
           efforts to ensure  that all  aspects of the  Company's  business  and
           operations  are  adequately  addressed  in the  Company's  Year  2000
           readiness efforts.

           The  Committee   adopted  a  three-phase   approach  with   estimated
           completion  dates  as  follows:   awareness  (fourth  quarter  1998),
           assessment (first quarter 1999) and implementation  (third and fourth
           quarters 1999). In the awareness phase, the Committee and the Company
           as a whole became educated about the nature of the Year 2000 problem,
           particularly  as applied  to the  Company's  business  circumstances.
           During the  assessment  phase,  the  Committee  identified  potential
           points of failure and evaluated Year 2000  compliance  status of such
           functions.   The  implementation   phase  has  focused  on  modifying
           non-compliant  systems  that  serve  critical  business  needs.  Less
           critical systems will be addressed once the primary systems have been
           remediated.

           The  Company  has   inventoried   all   hardware   and  software  for
           date-sensitive  function.  As part of a  regular  technology  refresh
           cycle, the Company has replaced 90% of existing PC workstations and
           servers and will replace the remaining PC workstations and servers
           before November 30, 1999. Desktop  operating   systems,   network
           operating systems and commercial off-the-shelf application suites are
           also being standardized and upgraded to Year 2000 compliant versions.
           This  replacement  strategy  will have 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  $175,000.  The  Company  has  lowered its
           original  cost  estimate  as stated in the  third  quarter  1998 as a
           result  of  its  evaluation  of  the  assessment  phase. The Company
           has incurred $20,000 in costs directly related to its Year 2000
           compliance program as of September 30, 1999.

                                       10
<PAGE>

           The Company is in contact with its third-party  business partners and
           vendors to insure they are addressing,  or have  addressed,  any Year
           2000  problems  that might affect the  Company's  systems or business
           processes.  The Company continues  assessing all third party vendors,
           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 are  focused to ensure  that each
           operational aspect of the Company is addressed.

           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  failures  in various  functions  and  services in the real
           estate transaction business.

           Although  the  Company  believes  it  will  have  completed  all  the
           remaining  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.  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.

Item. 3.  Quantitative and Qualitative Disclosures About Market Risk
          ----------------------------------------------------------
           The Company's  market risk exposure has not changed  materially  from
           the exposure as disclosed in the Company's 1998 Annual Report on Form
           10-K.
                                       11
<PAGE>



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.

                                       12
<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, 1999

                                       13
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-31-1999             DEC-31-1999      DEC-31-1999
<PERIOD-END>                   MAR-31-1999             JUN-30-1999      SEP-30-1999
<DEBT-HELD-FOR-SALE>            22,998,439              24,345,874       26,000,644
<DEBT-CARRYING-VALUE>            4,895,576               4,792,704        4,545,227
<DEBT-MARKET-VALUE>                     0*                      0*               0*
<EQUITIES>                       4,749,709               5,194,177        4,826,765
<MORTGAGE>                               0                       0                0
<REAL-ESTATE>                            0                       0                0
<TOTAL-INVEST>                  32,722,706              34,411,737       35,471,618
<CASH>                          10,250,583               8,851,471        8,560,994
<RECOVER-REINSURE>                       0                       0                0
<DEFERRED-ACQUISITION>                   0                       0                0
<TOTAL-ASSETS>                  52,792,928              53,846,585        55,556,792
<POLICY-LOSSES>                 14,187,665              15,152,665        15,562,665
<UNEARNED-PREMIUMS>                      0                       0                 0
<POLICY-OTHER>                     153,767                 179,501           235,661
<POLICY-HOLDER-FUNDS>                    0                       0                 0
<NOTES-PAYABLE>                          0                       0                 0
                    0                       0                 0
                              0                       0                 0
<COMMON>                           356,281                       1                 1
<OTHER-SE>                      36,519,111              37,254,981         37,811,568
<TOTAL-LIABILITY-AND-EQUITY>    52,792,928              53,846,585         55,556,792
                      10,694,237              23,079,124         34,337,204
<INVESTMENT-INCOME>                470,127                 968,777          1,513,099
<INVESTMENT-GAINS>                 191,405                 280,358            418,395
<OTHER-INCOME>                     160,547                 385,068            629,593
<BENEFITS>                       1,580,868               3,293,729          4,880,219
<UNDERWRITING-AMORTIZATION>              0                       0                  0
<UNDERWRITING-OTHER>             8,215,628              17,557,953         26,258,361
<INCOME-PRETAX>                  1,719,820               3,861,645          5,759,711
<INCOME-TAX>                       543,502               1,213,300          1,807,850
<INCOME-CONTINUING>              1,176,318               2,648,345          3,951,861
<DISCONTINUED>                           0                       0                  0
<EXTRAORDINARY>                          0                       0                  0
<CHANGES>                                0                       0                  0
<NET-INCOME>                     1,176,318               2,648,345          3,951,861
<EPS-BASIC>                          .42                     .95               1.42
<EPS-DILUTED>                          .42                     .94               1.41
<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>


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