Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in such reports is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.
No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. The Company’s disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Pursuant to Rule 13a-15(b) under the Exchange Act, an evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2020 to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2020, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Reports of Management and Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Management has assessed, and the Company’s independent registered public accounting firm, Dixon Hughes Goodman LLP, has audited, the Company’s internal control over financial reporting as of December 31, 2020. The reports of management and Dixon Hughes Goodman LLP thereon are included in Item 8 of this Annual Report on Form 10-K and are incorporated by reference herein.
ITEM 9B. OTHER INFORMATION
Effective January 1, 2021, the Company’s Board of Directors approved amendments to the amended and restated death benefit plan agreement with J. Allen Fine. The amendments updated the beneficiaries under the death benefit plan agreement and simplified the death benefit provision to eliminate outdated thresholds that were no longer meaningful in light of increases to Mr. Fine’s base salary and bonus compensation over the past decade. The amendments did not result in any changes to Mr. Fine’s compensation. The foregoing description of the amendments to the death benefit plan agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.4 to this Annual Report on Form 10-K and incorporated herein by reference.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information called for by this item is incorporated by reference to the material under the captions “Proposals Requiring Your Vote – Proposal 1 – Election of Directors,” “Corporate Governance – Board of Directors and Committees – The Audit Committee” and “Corporate Governance – Code of Business Conduct and Ethics” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 19, 2021, to be filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A within 120 days after the year ended December 31, 2020 (the “2021 Proxy Statement”). Other information with respect to the executive officers of the Company is included at the end of Part I of this Annual Report on Form 10-K under the separate caption “Executive Officers of the Company.”
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item is set forth under the captions “Executive Compensation,” “Compensation of Directors,” “Compensation Committee Report” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation” in the 2021 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information pertaining to securities ownership of certain beneficial owners and management is set forth under the caption “Stock Ownership of Certain Beneficial Owners and Management” in the 2021 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
The following table provides information about the Company’s compensation plans under which equity securities are authorized for issuance as of December 31, 2020. The Company does not have any equity compensation plans that have not been approved by its shareholders.
Equity Compensation Plan Information (unrounded)
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of
Securities
Remaining
Available for Future
Issuance Under
Equity
Compensation Plans
Equity compensation plans approved by shareholders 36,500 (a) $ 139.16 231,500 (b)
Equity compensation plans not approved by shareholders — — —
Total 36,500 $ 139.16 231,500
(a) Includes 18,000 shares issuable upon exercise of outstanding stock appreciation rights (“SARs”) under the 2009 Stock Appreciation Rights Plan (the “2009 Plan”), and 18,500 shares issuable upon exercise of SARs under the 2019 Stock Appreciation Rights Plan (the “2019 Plan”).
(b) Includes shares remaining for future issuance under the 2019 Plan. The 2009 Plan expired in March 2019.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by this item is set forth under the captions “Certain Relationships and Related Transactions,” “Corporate Governance – Independent Directors” and “Proposals Requiring Your Vote – Proposal 1 – Election of Directors” set forth in the Company’s 2021 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information pertaining to principal accountant fees and services is set forth under the caption “Proposals Requiring Your Vote – Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the 2021 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The following financial statements are filed under Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020 and 2019
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019
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.
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INDEX TO EXHIBITS
Exhibit
Number
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 By-laws, dated November 9, 20 20
Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on November 9, 2020, 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 October 31, 2012, between the Company and Broadridge Issuer Solutions, Inc., as Rights Agent, dated October 31, 2012
Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 2, 2012, File No. 11774
10.1* Amended and Restated Employment Agreement effective January 1, 2009 for J. Allen Fine
Incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.2* Amended and Restated Employment Agreement effective January 1, 2009 for James A. Fine, Jr.
Incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.3* Amended and Restated Employment Agreement effective January 1, 2009 for W. Morris Fine
Incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.4* Amended and Restated Death Benefit Plan Agreement effective January 1, 2021 for J. Allen Fine
Filed herewith
10.5* Amended and Restated Death Benefit Plan Agreement effective January 1, 2009 for James A. Fine, Jr.
Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.6* Death Benefit Plan Agreement effective January 1, 2009 for W. Morris Fine
Incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.7* 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
10.8* 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
10.9(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
10.9(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
75
10.10(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
10.10(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
10.11* 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
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
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
76
SCHEDULE I
INVESTORS TITLE COMPANY AND SUBSIDIARIES
SUMMARY OF INVESTMENTS – OTHER THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 2020
Type of Investment (in thousands) Cost (1) Market Value Amount at which shown in the Balance Sheet (3)
Fixed maturity securities:
Government obligations
$ 24,026 $ 24,083 $ 24,083
General obligations of U.S. states, territories and political subdivisions 17,186 18,439 18,439
Special revenue issuer obligations of U.S. states, territories and political subdivisions
33,635 36,134 36,134
Public utilities 11,509 12,286 12,286
Corporate debt securities 25,681 26,771 26,771
Total fixed maturity securities 112,037 117,713 117,713
Equity securities:
Common stocks:
Public utilities 323 486 486
Banks, trusts and insurance companies 2,640 5,938 5,938
Industrial, miscellaneous and all other 26,144 46,802 46,802
Technology 3,371 11,693 11,693
Total equity securities 32,478 64,919 64,919
Other investments:
Short-term investments 15,170 15,170 15,170
Other investments (2) 12,921 12,921 12,921
Total other investments 28,091 28,091 28,091
Total investments (2) $ 172,606 $ 210,723 $ 210,723
(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 cost and equity methods of accounting in the amount of $2,572.
(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.
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SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
AS OF DECEMBER 31, 2020 AND 2019
(in thousands) 2020 2019
Assets
Cash and cash equivalents $ 3,680 $ 9,651
Fixed maturity securities, available-for-sale, at fair value
27,311 33,244
Equity securities, at fair value
4,554 4,141
Short-term investments
5,318 3,806
Investments in affiliated companies
150,620 133,053
Other investments
4,215 4,468
Prepaid expenses and other receivables 2,453 2,306
Current income taxes receivable 2,487 786
Accrued interest and dividends 207 321
Property, net 2,410 2,412
Total Assets $ 203,255 $ 194,188
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued liabilities $ 2,313 $ 2,471
Deferred income taxes, net 520 355
Total liabilities 2,833 2,826
Shareholders’ Equity:
Preferred stock ( 1,000 authorized shares; no shares issued)
— —
Common stock – no par value ( 10,000 authorized shares; 1,892 and 1,889 shares issued and outstanding as of December 31, 2020 and 2019, respectively, excluding in each period 292 shares of common stock held by the Company)
— —
Retained earnings 196,096 188,262
Accumulated other comprehensive income 4,326 3,100
Total shareholders’ equity 200,422 191,362
Total Liabilities and Shareholders’ Equity $ 203,255 $ 194,188
Refer to the Notes to Condensed Financial Statements.
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SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(in thousands, except per share amounts) 2020 2019
Revenues:
Interest and dividends $ 768 $ 707
Net realized investment (losses) gains ( 473 ) 37
Changes in the estimated fair value of equity security investments 265 797
Rental income 702 853
Miscellaneous income 392 882
Total Revenues 1,654 3,276
Operating Expenses:
Personnel expenses 908 1,160
Office and technology expenses 360 375
Other expenses 1,003 1,024
Total Operating Expenses 2,271 2,559
Equity in Net Income of Affiliated Companies 39,685 30,804
Income before Income Taxes 39,068 31,521
(Benefit) Provision for Income Taxes ( 352 ) 63
Net Income $ 39,420 $ 31,458
Basic Earnings per Common Share $ 20.84 $ 16.66
Weighted Average Shares Outstanding – Basic 1,892 1,888
Diluted Earnings per Common Share $ 20.80 $ 16.59
Weighted Average Shares Outstanding – Diluted 1,896 1,896
Refer to the Notes to Condensed Financial Statements.
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SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(in thousands) 2020 2019
Operating Activities
Net income $ 39,420 $ 31,458
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity in net earnings of subsidiaries ( 39,685 ) ( 30,804 )
Depreciation 99 99
Amortization, net 198 139
Share-based compensation expense related to stock appreciation rights 229 264
Net realized investment losses (gains) 495 ( 37 )
Net realized gain on other investments ( 22 ) —
Changes in the estimated fair value of equity security investments ( 265 ) ( 797 )
Net earnings from other investments ( 90 ) ( 226 )
Provision for deferred income taxes 73 269
Increase in receivables ( 147 ) ( 460 )
(Increase) decrease in income taxes receivable ( 1,701 ) 1,652
Decrease (increase) in other assets 114 ( 135 )
(Decrease) increase in accounts payable and accrued liabilities ( 158 ) 281
Net cash (used in) provided by operating activities ( 1,440 ) 1,703
Investing Activities
Dividends received from subsidiaries 24,043 34,925
Purchases of fixed maturity and equity securities ( 691 ) ( 24,503 )
Purchases of short-term securities ( 7,590 ) ( 39,635 )
Purchases of and net earnings from other investments ( 97 ) —
Proceeds from sales and maturities of fixed maturity and equity securities 6,179 8,200
Proceeds from sales and maturities of short-term securities 6,081 45,279
Proceeds from sales and distributions of other investments 440 904
Proceeds from sales of other assets 22 —
Purchases of property ( 97 ) ( 12 )
Net cash provided by investing activities 28,290 25,158
Financing Activities
Repurchases of common stock ( 6 ) ( 19 )
Exercise of stock appreciation rights 1 —
Capital contribution to subsidiaries ( 1,100 ) ( 600 )
Dividends paid ( 31,716 ) ( 18,131 )
Net cash used in financing activities ( 32,821 ) ( 18,750 )
Net (Decrease) Increase in Cash and Cash Equivalents ( 5,971 ) 8,111
Cash and Cash Equivalents, Beginning of Period 9,651 1,540
Cash and Cash Equivalents, End of Period $ 3,680 $ 9,651
Supplemental Disclosures:
Income tax payments, net $ 10,113 $ 9,472
Refer to the Notes to Condensed Financial Statements.
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SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(in thousands)
1. The accompanying Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto of Investors Title Company and Subsidiaries.
2. Cash dividends paid to Investors Title Company by its wholly owned subsidiaries were as follows:
Subsidiaries 2020 2019
Investors Title Insurance Company, net* $ 20,443 $ 32,150
Investors Title Exchange Corporation 2,000 600
Investors Title Accommodation Corporation — 25
Investors Trust Company 500 —
Investors Title Commercial Agency, LLC 700 600
National Investors Holdings, LLC 400 1,550
Total $ 24,043 $ 34,925
* Total dividends of $ 25,331 and $ 34,950 paid to the Parent Company in 2020 and 2019, respectively, netted with dividends of $ 4,888 and $ 2,800 received from the Parent Company in 2020 and 2019, respectively.
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SCHEDULE III
INVESTORS TITLE COMPANY AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
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 Benefits, Claims, Losses and Settlement Expenses Amortization of Deferred Policy Acquisition Costs Other Operating Expenses Premiums Written
Year Ended December 31, 2020 (in thousands)
Title Insurance $ — $ 33,584 $ — $ 1,139 $ 205,418 $ 11,622 $ 5,204 $ — $ 172,580 N/A
All Other — — — — — 1,398 — — 8,963 N/A
$ — $ 33,584 $ — $ 1,139 $ 205,418 $ 13,020 $ 5,204 $ — $ 181,543 N/A
Year Ended December 31, 2019 (in thousands)
Title Insurance $ — $ 31,333 $ — $ 695 $ 145,842 $ 15,210 $ 3,532 $ — $ 131,134 N/A
All Other — — — — — 3,036 — — 9,013 N/A
$ — $ 31,333 $ — $ 695 $ 145,842 $ 18,246 $ 3,532 $ — $ 140,147 N/A
82
SCHEDULE IV
INVESTORS TITLE COMPANY AND SUBSIDIARIES
REINSURANCE
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
Gross Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentages of Amount Assumed to Net
Year Ended December 31, 2020 (in thousands)
Title Insurance $ 205,711 $ 296 $ 3 $ 205,418 — %
Year Ended December 31, 2019 (in thousands)
Title Insurance $ 146,251 $ 411 $ 2 $ 145,842 — %
83
SCHEDULE V
INVESTORS TITLE COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
Description Balance at Beginning of Period Additions Charged to Costs and Expenses Additions Charge to Other Accounts – Describe Deductions – Describe Balance at End of Period
2020 (in thousands)
Premiums receivable:
Valuation provision $ 261 $ 5,208 $ — $ ( 5,296 ) (a) $ 173
Reserves for claims $ 31,333 $ 5,204 $ — $ ( 2,953 ) (b) $ 33,584
2019 (in thousands)
Premiums receivable:
Valuation provision $ 304 $ 4,004 $ — $ ( 4,047 ) (a) $ 261
Reserves for claims $ 31,729 $ 3,532 $ — $ ( 3,928 ) (b) $ 31,333
(a) Canceled premiums
(b) Payments of claims, net of recoveries
84
ITEM 16. FORM 10-K SUMMARY
None
85
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INVESTORS TITLE COMPANY
(Registrant)
By: /s/ J. Allen Fine
J. Allen Fine, Chairman and Chief Executive
Officer (Principal Executive Officer)
March 15, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 15th day of March, 2021.
/s/ J. Allen Fine /s/ James A. Fine, Jr.
J. Allen Fine, Chairman of the Board and James A. Fine, Jr., President, Treasurer, Chief
Chief Executive Officer Financial Officer, Chief Accounting Officer and
(Principal Executive Officer) Director (Principal Financial Officer and
Principal Accounting Officer)
/s/ W. Morris Fine /s/ Tammy F. Coley
W. Morris Fine, Executive Vice President, Tammy F. Coley, Director
Secretary and Director
/s/ David L. Francis /s/ Richard M. Hutson II
David L. Francis, Director Richard M. Hutson II, Director
/s/ James R. Morton /s/ Elton C. Parker, Jr.
James R. Morton, Director Elton C. Parker, Jr., Director
/s/ James H. Speed, Jr.
James H. Speed, Jr., Director
86