INVESTORS TITLE CO
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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FY2024 · Filed Mar 17, 2025
ITIC$270.43+4.1%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1)Consolidated Financial Statements
The following financial statements are filed under Item 8 of this Annual Report on Form 10-K:
Management’s Report on Internal Control Over Financial Reporting
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024 and 2023
Notes to Consolidated Financial Statements
(a)(2)Financial Statement Schedules
The following is a list of financial statement schedules filed as part of this Form 10-K Annual Report:
| 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 either is not applicable, is not required, or is presented in the accompanying Consolidated Financial Statements or the notes thereto.
(a)(3)Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K are incorporated herein by reference.
INDEX TO EXHIBITS
| ExhibitNumber | Description | Location |
| 3.1(a) | Articles of Incorporation dated January 22, 1973 | Incorporated by reference to Exhibit 4.1 to Form S-8 filed August 10, 2009, File No. 333-161209 |
| 3.1(b) | Articles of Amendment to the Articles of Incorporation, dated February 8, 1973 | Incorporated by reference to Exhibit 4.2 to Form S-8 filed August 10, 2009, File No. 333-161209 |
| 3.1(c) | Articles of Amendment to Articles of Incorporation, dated May 14, 1987 | Incorporated by reference to Exhibit 4.3 to Form S-8 filed August 10, 2009, File No. 333-161209 |
| 3.1(d) | Articles of Amendment to Articles of Incorporation, dated May 15, 2002 | Incorporated by reference to Exhibit 3.3 to Form 10-Q for the quarter ended June 30, 2002, File No. 11774 |
| 3.1(e) | Articles of Amendment to Articles of Incorporation, dated November 12, 2002 | Incorporated by reference to Exhibit 3.4 to Form 10-Q for the quarter ended March 31, 2003, File No. 11774 |
| 3.1(f) | Articles of Amendment to Articles of Incorporation, dated October 31, 2012 | Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on October 31, 2012, File No. 11774 |
| 3.2 | Amended and Restated Bylaws, dated November 6, 2023 | Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on November 8, 2023, File No. 11774 |
| 4.1 | Description of the Company’s Securities | Incorporated by reference to Exhibit 4.1 to Form 10-K for the year ended December 31, 2019, File No. 11774 |
| 4.2 | Amended and Restated Rights Agreement, dated September 30, 2022, between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent | Incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 3, 2022, File No. 11774 |
| 10.1* | Amended and Restated Nonqualified Deferred Compensation Plan effective January 1, 2009 | Incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2008, File No. 11774 |
| 10.2* | Amended and Restated Nonqualified Supplemental Retirement Benefit Plan effective January 1, 2009 | Incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2008, File No. 11774 |
| 10.3(a)* | 2009 Stock Appreciation Right Plan effective March 2, 2009 | Incorporated by reference to Appendix A to the Proxy Statement dated May 26, 2009, File No. 11774 |
| 10.3(b)* | Form of Stock Appreciation Rights Agreement under 2009 Stock Appreciation Right Plan | Incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2011, File No. 11774 |
| 10.4(a)* | 2019 Stock Appreciation Rights Plan effective March 11, 2019 | Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on May 15, 2019, File No. 333-231486 |
| 10.4(b)* | Form of Stock Appreciation Rights Agreement under 2019 Stock Appreciation Right Plan | Incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 16, 2019, File No. 11774 |
| 10.5* | Summary of Non-Employee Director Compensation | Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2019, File No. 11774 |
| 10.6* | Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and J. Allen Fine, dated May 4, 2022 | Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 |
| 10.7* | Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and James A. Fine, Jr., dated May 4, 2022 | Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 |
| 10.8* | Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and W. Morris Fine, Jr., dated May 4, 2022 | Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 |
| 10.9* | Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and J. Allen Fine, dated May 4, 2022 | Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 |
| 10.10* | Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and James A. Fine, Jr., dated May 4, 2022 | Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 |
| 10.11* | Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and W. Morris Fine, Jr., dated May 4, 2022 | Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 |
| 19 | Insider Trading and Tipping Policy | Filed herewith |
| 21 | Subsidiaries of Registrant | Filed herewith |
| 23 | Consent of Independent Registered Public Accounting Firm | Filed herewith |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 97 | Policy for the Recovery of Erroneously Awarded Compensation | Incorporated by reference to Exhibit 97 to Form 10-K for the year ended December 31, 2023, File No. 11774 |
| 101.INS | XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Filed herewith |
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | Filed herewith |
| * | Management contract or compensatory plan or arrangement |
|---|
SCHEDULE I
SUMMARY OF INVESTMENTS – OTHER THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 2024
| Type of Investment (in thousands) | Cost (1) | Market Value | Amount at which shown in the Balance Sheet (3) |
|---|---|---|---|
| Fixed maturity securities: | |||
| Government obligations | $300 | $301 | $301 |
| General obligations of U.S. states, territories and political subdivisions | 8,129 | 8,111 | 8,111 |
| Special revenue issuer obligations of U.S. states, territories and political subdivisions | 10,875 | 10,845 | 10,845 |
| Public utilities | 5,649 | 5,655 | 5,655 |
| Corporate debt securities | 87,635 | 88,060 | 88,060 |
| Total fixed maturity securities | 112,588 | 112,972 | 112,972 |
| Equity securities: | |||
| Common stocks: | |||
| Public utilities | 187 | 347 | 347 |
| Banks, trusts and insurance companies | 1,802 | 3,283 | 3,283 |
| Industrial, miscellaneous and all other | 21,830 | 31,638 | 31,638 |
| Technology | 2,161 | 4,625 | 4,625 |
| Total equity securities | 25,980 | 39,893 | 39,893 |
| Other investments: | |||
| Short-term investments | 59,101 | 59,101 | 59,101 |
| Other investments (2) | 17,276 | 17,276 | 17,276 |
| Total other investments | 76,377 | 76,377 | 76,377 |
| Total investments (2) | $214,945 | $229,242 | $229,242 |
(1)Fixed maturity securities are shown at amortized cost and equity securities are shown at original cost.
(2)The above summary of investments does not include investments in related parties accounted for under the equity method or the measurement alternative methods of accounting in the amount of $3,302.
(3)All fixed maturity securities presented are classified as available-for-sale and shown at estimated fair value. Equity securities are shown at fair value.
BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND 2023
| (in thousands) | 2024 | 2023 |
|---|---|---|
| Assets | ||
| Cash and cash equivalents | $1,252 | $4,409 |
| Fixed maturity securities, available-for-sale, at fair value | 49,768 | 4,287 |
| Equity securities, at fair value | 267 | 188 |
| Short-term investments | 26,071 | 83,095 |
| Investments in affiliated companies | 160,469 | 148,934 |
| Other investments | 8,798 | 4,172 |
| Prepaid expenses and other receivables | 1,571 | 5,516 |
| Current income taxes receivable | 3,210 | 1,293 |
| Accrued interest and dividends | 599 | 192 |
| Property, net | 1,688 | 1,562 |
| Total Assets | $253,693 | $253,648 |
| Liabilities and Shareholders’ Equity | ||
| Liabilities: | ||
| Accounts payable and accrued liabilities | $1,146 | $1,842 |
| Deferred income taxes, net | 774 | 253 |
| Total liabilities | 1,920 | 2,095 |
| Shareholders’ Equity: | ||
| Preferred stock (1,000 authorized shares; no shares issued) | — | — |
| Common stock – no par value (10,000 authorized shares; 1,886 and 1,891 shares issued and outstanding as of December 31, 2024 and 2023, respectively, excluding in each period 292 shares of common stock held by the Company) | — | — |
| Retained earnings | 251,418 | 250,915 |
| Accumulated other comprehensive income | 355 | 638 |
| Total shareholders’ equity | 251,773 | 251,553 |
| Total Liabilities and Shareholders’ Equity | $253,693 | $253,648 |
STATEMENTS OF OPERATIONS
| (in thousands, except per share amounts) | 2024 | 2023 |
|---|---|---|
| Revenues: | ||
| Interest and dividends | $4,658 | $3,671 |
| Net investment losses | (230) | (142) |
| Rental income | 870 | 922 |
| Gains on disposals of property | 184 | 194 |
| Miscellaneous income (loss) | 7 | (36) |
| Total Revenues | 5,489 | 4,609 |
| Operating Expenses: | ||
| Personnel expenses | 1,020 | 874 |
| Office and technology expenses | 577 | 628 |
| Other expenses | 935 | 979 |
| Total Operating Expenses | 2,532 | 2,481 |
| Equity in Net Income of Affiliated Companies | 29,525 | 19,670 |
| Income before Income Taxes | 32,482 | 21,798 |
| Provision for Income Taxes | 1,409 | 112 |
| Net Income | $31,073 | $21,686 |
| Basic Earnings per Common Share | $16.48 | $11.45 |
| Weighted Average Shares Outstanding – Basic | 1,885 | 1,893 |
| Diluted Earnings per Common Share | $16.43 | $11.45 |
| Weighted Average Shares Outstanding – Diluted | 1,892 | 1,893 |
STATEMENTS OF CASH FLOWS
| (in thousands) | 2024 | 2023 |
|---|---|---|
| Operating Activities | ||
| Net income | $31,073 | $21,686 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Equity in net earnings of subsidiaries | (29,525) | (19,670) |
| Depreciation | 131 | 126 |
| Accretion of investments, net | (2,531) | (2,924) |
| Share-based compensation expense related to stock appreciation rights | 393 | 425 |
| Net gains on disposal of property | (184) | (194) |
| Net investment (gains) losses on securities | (79) | 142 |
| Net realized losses on other investments | 309 | 21 |
| Provision (benefit) for deferred income taxes | 515 | (433) |
| Decrease (increase) in receivables | 3,325 | (1,652) |
| (Increase) decrease in current income taxes receivable | (1,917) | 1,506 |
| (Increase) decrease in other assets | (407) | 3,204 |
| Decrease in accounts payable and accrued liabilities | (696) | (1,326) |
| Net cash provided by operating activities | 407 | 911 |
| Investing Activities | ||
| Dividends received from subsidiaries | 18,137 | 32,478 |
| Purchases of fixed maturity and equity securities | (50,146) | (1,203) |
| Purchases of short-term securities | (65,448) | (127,789) |
| Purchases of and net earnings from other investments | (5,001) | (81) |
| Proceeds from sales and maturities of fixed maturity and equity securities | 5,220 | 2,892 |
| Proceeds from sales and maturities of short-term securities | 124,472 | 107,083 |
| Proceeds from sales and distributions of other investments | 685 | 2 |
| Purchases of property | (72) | (9) |
| Proceeds from disposals of property | — | 206 |
| Net cash provided by investing activities | 27,847 | 13,579 |
| Financing Activities | ||
| Repurchases of common stock | (1,099) | (959) |
| Capital contribution to subsidiaries | (447) | (1,524) |
| Dividends paid | (29,865) | (11,048) |
| Net cash used in financing activities | (31,411) | (13,531) |
| Net (Decrease) Increase in Cash and Cash Equivalents | (3,157) | 959 |
| Cash and Cash Equivalents, Beginning of Period | 4,409 | 3,450 |
| Cash and Cash Equivalents, End of Period | $1,252 | $4,409 |
| Supplemental Disclosures: | ||
| Income tax payments, net | $6,273 | $8,320 |
| Non cash 1031 exchange proceeds receivable | $— | $(2,589) |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
The accompanying Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto of Investors Title Company and Subsidiaries.
Cash dividends paid to Investors Title Company by its wholly owned subsidiaries were as follows:
| Subsidiaries | 2024 | 2023 |
|---|---|---|
| Investors Title Insurance Company, net* | $8,952 | $25,478 |
| Investors Title Exchange Corporation | 6,700 | 5,800 |
| Investors Title Accommodation Corporation | — | — |
| Investors Trust Company | 500 | 500 |
| Investors Title Commercial Agency, LLC | 1,600 | — |
| National Investors Holdings, LLC | 385 | 700 |
| Total | $18,137 | $32,478 |
*Total dividends of $13,572 and $27,181 paid to the Parent Company in 2024 and 2023, respectively, netted with dividends of $4,620 and $1,703 received from the Parent Company in 2024 and 2023, respectively.
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
| Segment | Deferred Policy Acquisition Cost | Future Policy Benefits, Losses, Claims and Loss Expenses | Unearned Premiums | Other Policy Claims and Benefits Payable | Premium Revenue | Net Investment Income (Loss) | Benefits, Claims, Losses and Settlement Expenses | Amortization of Deferred Policy Acquisition Costs | Other Operating Expenses | Premiums Written |
|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2024 (in thousands) | ||||||||||
| TitleInsurance | $— | $37,060 | $— | $774 | $204,264 | $7,786 | $4,530 | $— | $202,659 | N/A |
| All Other | — | — | — | — | — | 5,153 | — | — | 11,646 | N/A |
| $— | $37,060 | $— | $774 | $204,264 | $12,939 | $4,530 | $— | $214,305 | N/A | |
| Year Ended December 31, 2023 (in thousands) | ||||||||||
| TitleInsurance | $— | $37,147 | $— | $804 | $171,158 | $(2,926) | $4,762 | $— | $182,571 | N/A |
| All Other | — | — | — | — | — | 3,550 | — | — | 11,187 | N/A |
| $— | $37,147 | $— | $804 | $171,158 | $624 | $4,762 | $— | $193,758 | N/A | |
SCHEDULE IV
REINSURANCE
| Gross Amount | Ceded to Other Companies | Assumed from Other Companies | Net Amount | Percentages of Amount Assumed to Net | |
|---|---|---|---|---|---|
| Year Ended December 31, 2024 (in thousands) | |||||
| Title Insurance | $204,353 | $89 | $— | $204,264 | —% |
| Year Ended December 31, 2023 (in thousands) | |||||
| Title Insurance | $171,512 | $354 | $— | $171,158 | —% |
SCHEDULE V
VALUATION AND QUALIFYING ACCOUNTS
| Description | Balance atBeginning ofPeriod | Additions Charged to Costs and Expenses | Additions Charged to Other Accounts – Describe | Deductions – Describe | Balance atEnd ofPeriod |
|---|---|---|---|---|---|
| 2024 (in thousands) | |||||
| Premiums receivable: | |||||
| Valuation provision | $88 | $158 | $— | $(218)(a) | $28 |
| Reserves for claims | $37,147 | $4,530 | $— | $(4,617)(b) | $37,060 |
| 2023 (in thousands) | |||||
| Premiums receivable: | |||||
| Valuation provision | $159 | $773 | $— | $(844)(a) | $88 |
| Reserves for claims | $37,192 | $4,762 | $— | $(4,807)(b) | $37,147 |
(a)Canceled premiums
(b)Payments of claims, net of recoveries
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