What changed in this filing

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Item 1. Financial Statements

2021-11-09 compared with 2021-08-09 · 144 added, 131 removed, 730 unchanged (27% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

As of June 30, 2021 and December 31, 2020

As of September 30, 2021 and December 31, 2020

(in thousands)

September 30,

2021 December 31,

1 unchanged sentence

Fixed maturity securities, available-for-sale, at fair value (amortized cost:

June 30, 2021:

September 30, 2021:

December 31, 2020:

1 unchanged sentence

Equity securities, at fair value (cost:

June 30, 2021:

September 30, 2021:

December 31, 2020:

6 unchanged sentences

219,019 213,295

Premium and fees receivable 21,388 19,427

Premiums and fees receivable 22,939 19,427

Accrued interest and dividends 990 1,038

4 unchanged sentences

Other assets 1,770 1,560

Current income taxes receivable 804 —

$ 335,430 $ 282,925

14 unchanged sentences

Common stock – no par value ( 10,000 authorized shares;

1,894 and 1,892 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively, excluding in each period 292 shares of common stock held by the Company)

1,894 and 1,892 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively, excluding in each period 292 shares of common stock held by the Company)

Retained earnings

8 unchanged sentences

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2021 and 2020

For the Three and Nine Months Ended September 30, 2021 and 2020

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

25 unchanged sentences

Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended June 30, 2021 and 2020

For the Three and Nine Months Ended September 30, 2021 and 2020

(in thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Net income $ 14,503 $ 15,301 $ 48,108 $ 22,785

Other comprehensive income (loss), before tax:

Other comprehensive (loss) income, before tax:

Accumulated postretirement benefit obligation adjustment

Net unrealized gain (loss) on investments arising during the period 59 1,423 ( 691 ) 1,032

Net unrealized (loss) gain on investments arising during the period ( 433 ) 61 ( 1,064 ) 1,093

Reclassification adjustment for sale of securities included in net income 11 — ( 19 ) ( 30 )

Reclassification adjustment for write-down of securities included in net income

Other comprehensive income (loss), before tax 112 1,423 ( 661 ) 1,443

Other comprehensive (loss) gain, before tax ( 422 ) 61 ( 1,083 ) 1,504

Income tax benefit related to postretirement health benefits

Income tax expense (benefit) related to net unrealized gain (loss) on investments arising during the period 12 305 ( 146 ) 218

Income tax (benefit) expense related to net unrealized (gain) loss on investments arising during the period ( 91 ) 11 ( 225 ) 229

Income tax expense (benefit) related to reclassification adjustment for sale of securities included in net income 2 — ( 4 ) ( 6 )

Income tax expense related to reclassification adjustment for write-down of securities included in net income

Net income tax expense (benefit) on other comprehensive income (loss) 23 305 ( 140 ) 313

Other comprehensive income (loss) 89 1,118 ( 521 ) 1,130

Net income tax (benefit) expense on other comprehensive (loss) income ( 89 ) 11 ( 229 ) 324

Other comprehensive (loss) income ( 333 ) 50 ( 854 ) 1,180

Comprehensive Income $ 14,170 $ 15,351 $ 47,254 $ 23,965

2 unchanged sentences

Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended June 30, 2021 and 2020

For the Three and Nine Months Ended September 30, 2021 and 2020

(in thousands, except per share amounts)

3 unchanged sentences

Shares Amount

Balance, March 31, 2020

Balance, June 30, 2020

1,892 $ — $ 194,235 $ 4,230 $ 198,465

5 unchanged sentences

Net unrealized gain on investments 50 50

Balance, June 30, 2020

Other ( 94 ) ( 94 )

Balance, September 30, 2020

1,892 $ — $ 208,647 $ 4,280 $ 212,927

Balance, March 31, 2021

Balance, June 30, 2021

1,894 $ — $ 228,133 $ 3,805 $ 231,938

3 unchanged sentences

Share-based compensation expense related to stock appreciation rights

Net unrealized gain on investments 89 89

Balance, June 30, 2021

Net unrealized loss on investments ( 333 ) ( 333 )

Balance, September 30, 2021

1,894 $ — $ 241,833 $ 3,472 $ 245,305

5 unchanged sentences

1,889 $ — $ 188,262 $ 3,100 $ 191,362

22,785 22,785

Dividends paid ($ 1.32 per share)

5 unchanged sentences

Net unrealized gain on investments 1,212 1,212

Balance, June 30, 2020

Other ( 94 ) ( 94 )

Balance, September 30, 2020

1,892 $ — $ 208,647 $ 4,280 $ 212,927

8 unchanged sentences

Net unrealized loss on investments ( 854 ) ( 854 )

Balance, June 30, 2021

Balance, September 30, 2021

1,894 $ — $ 241,833 $ 3,472 $ 245,305

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2021 and 2020

For the Nine Months Ended September 30, 2021 and 2020

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Operating Activities

15 unchanged sentences

Decrease in operating lease right-of-use assets 227 577

Increase in current income taxes receivable ( 804 ) —

(Decrease) increase in accounts payable and accrued liabilities ( 1,296 ) 9,110

Increase in accounts payable and accrued liabilities 1,907 3,206

Decrease in operating lease liabilities ( 245 ) ( 565 )

Decrease in current income taxes payable ( 638 ) ( 219 )

Increase (decrease) in current income taxes payable 66 ( 527 )

Payments of claims, net of recoveries ( 1,849 ) ( 2,253 )

1 unchanged sentence

Investing Activities

Purchase of fixed maturities — ( 517 )

Purchases of equity securities ( 2,663 ) ( 9,270 )

17 unchanged sentences

Consolidated Statements of Cash Flows, continued

Six Months Ended

Nine Months Ended

September 30,

Supplemental Disclosures:

2 unchanged sentences

Non-Cash Investing and Financing Activities:

Non-cash net unrealized loss (gain) on investments, net of deferred tax benefit (provision) of $ 140 and $( 322 ) for June 30, 2021 and 2020, respectively

Non-cash net unrealized loss (gain) on investments, net of deferred tax benefit (provision) of $ 229 and $( 333 ) for September 30, 2021 and 2020, respectively

$ 854 $ ( 1,212 )

Adjustments to postretirement benefits obligation, net of deferred tax benefit of $ — and $ 9 for June 30, 2021 and 2020, respectively

Adjustments to postretirement benefits obligation, net of deferred tax benefit of $ — and $ 9 for September 30, 2021 and 2020, respectively

Adjustments to operating lease right-of-use assets for September 30, 2021 and 2020, respectively $ — $ 94

Refer to notes to the Consolidated Financial Statements.

2 unchanged sentences

Notes to Consolidated Financial Statements

June 30, 2021

September 30, 2021

Note 1 – Basis of Presentation and Significant Accounting Policies

5 unchanged sentences

All such adjustments are of a normal recurring nature.

Operating results for the three- and six-month periods ended June 30, 2021 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2021 or any other interim period.

Operating results for the three- and nine-month periods ended September 30, 2021 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2021 or any other interim period.

Use of Estimates and Assumptions – The preparation of the Company’s unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period.

3 unchanged sentences

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes .

ASU 2019-12 was intended to reduce the complexity in accounting for income taxes during interim and annual periods and provided clarity on income tax situations where a diversity in practice had developed.

ASU 2019-12 was intended to reduce the complexity in accounting for income taxes during interim and annual periods and provide clarity on income tax situations where a diversity in practice had developed.

The update was effective for annual and interim periods in fiscal years beginning after December 15, 2020.

6 unchanged sentences

Note 2 – Reserve for Claims

Activity in the reserve for claims for the six-month period ended June 30, 2021 and the year ended December 31, 2020 are summarized as follows:

(in thousands) June 30, 2021 December 31, 2020

Activity in the reserve for claims for the nine-month period ended September 30, 2021 and the year ended December 31, 2020 are summarized as follows:

(in thousands) September 30, 2021 December 31, 2020

Balance, beginning of period $ 33,584 $ 31,333

3 unchanged sentences

$ 36,755 $ 33,584

The total reserve for all reported and unreported losses the Company incurred through June 30, 2021 is represented by the reserve for claims on the unaudited Consolidated Balance Sheets.

The total reserve for all reported and unreported losses the Company incurred through September 30, 2021 is represented by the reserve for claims on the unaudited Consolidated Balance Sheets.

The Company's reserves for unpaid losses and loss adjustment expenses are established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy claims that have been incurred but not yet reported (“IBNR”).

Despite the variability of such estimates, management believes that the total reserve for claims is adequate to cover claim losses which might result from pending and future claims under title insurance policies issued through June 30, 2021.

Management continually reviews and adjusts its reserve for claims estimates to reflect its loss experience and any new information that becomes available.

1 unchanged sentence

A summary of the Company’s reserve for claims, broken down into its components of known title claims and IBNR, follows:

(in thousands, except percentages) June 30, 2021 % December 31, 2020 %

(in thousands, except percentages) September 30, 2021 % December 31, 2020 %

Known title claims $ 3,402 9.3 $ 3,585 10.7

10 unchanged sentences

Under the treasury stock method, as share-based awards are exercised, (a) the exercise price of a share-based award and (b) the amount of compensation cost, if any, for future services that the Company has not yet recognized, are assumed to be used to repurchase shares in the current period.

The following table sets forth the computation of basic and diluted earnings per share for the three- and six-month periods ended June 30:

The following table sets forth the computation of basic and diluted earnings per share for the three- and nine-month periods ended September 30:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts)

7 unchanged sentences

Diluted earnings per common share $ 7.63 $ 8.07 $ 25.34 $ 12.02

There were 14 thousand and 20 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended June 30, 2021 and 2020, respectively, due to the out-of-the-money status of the related share-based awards.

There were 14 thousand and 15 thousand potential shares excluded from the computation of diluted earnings per share for the six-month periods ended June 30, 2021 and 2020, respectively.

There were 14 thousand and 20 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended September 30, 2021 and 2020, respectively, due to the out-of-the-money status of the related share-based awards.

There were 14 thousand and 20 thousand potential shares excluded from the computation of diluted earnings per share for the nine-month periods ended September 30, 2021 and 2020, respectively.

The Company historically has adopted employee stock award plans under which restricted stock, options or stock appreciation rights ("SARs") exercisable for the Company's stock may be granted to key employees or directors of the Company.

1 unchanged sentence

The awards eligible to be granted under the active plan are limited to SARs, and the maximum aggregate number of shares of common stock of the Company available pursuant to the plan for the grant of SARs is 250 thousand shares.

As of June 30, 2021, the only outstanding awards under the plans were SARs, which expire within seven years or less from the date of grant.

As of September 30, 2021, the only outstanding awards under the plans were SARs, which expire within seven years or less from the date of grant.

All outstanding SARs vest and are exercisable within five years or less from the date of grant, and all SARs issued to date have been share-settled only.

11 unchanged sentences

SARs exercised ( 3 ) 68.70

Outstanding as of June 30, 2021 38 $ 150.06 4.56 $ 1,122

Exercisable as of June 30, 2021 28 $ 148.09 3.91 $ 889

Unvested as of June 30, 2021 10 $ 155.32 6.28 $ 233

Outstanding as of September 30, 2021 38 $ 150.06 4.31 $ 1,317

Exercisable as of September 30, 2021 29 $ 149.50 3.77 $ 1,028

Unvested as of September 30, 2021 9 $ 151.80 5.96 $ 289

During the second quarters of 2021 and 2020, the Company issued 5 thousand and 4 thousand share-settled SARs, respectively, to directors of the Company.

During the first quarter of 2020, the Company also issued 7 thousand share-settled SARs to directors and employees of the Company.

During the first quarter of 2020, the Company issued 7 thousand share-settled SARs to directors and employees of the Company.

There were no such first quarter issuances in 2021, as all 2021 issuances of share-settled SARs were made in the second quarter.

11 unchanged sentences

Yield Rate 1.1 % 1.2 %

There was approximately $ 139 thousand and $ 154 thousand of compensation expense relating to SARs vesting on or before June 30, 2021 and 2020, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of June 30, 2021, there was $ 468 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

There was approximately $ 206 thousand and $ 192 thousand of compensation expense relating to SARs vesting on or before September 30, 2021 and 2020, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of September 30, 2021, there was $ 401 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

Note 4 – Segment Information

3 unchanged sentences

Title insurance policies insure titles to real estate.

Provided below is selected financial information about the Company's operations by segment for the periods ended June 30, 2021 and 2020:

Provided below is selected financial information about the Company's operations by segment for the periods ended September 30, 2021 and 2020:

Three Months Ended

June 30, 2021 (in thousands)

September 30, 2021 (in thousands)

Insurance All

11 unchanged sentences

Three Months Ended

June 30, 2020 (in thousands)

September 30, 2020 (in thousands)

Insurance All

3 unchanged sentences

Investment income 5,627 322 — 5,949

Net realized gain on investments 527 26 — 553

Net realized (loss) gain on investments ( 263 ) 449 — 186

Total revenues

4 unchanged sentences

$ 213,152 $ 76,593 $ — $ 289,745

Six Months Ended

June 30, 2021 (in thousands) Title

Insurance All Other Intersegment Eliminations Total

Nine Months Ended

September 30, 2021 (in thousands) Title

Insurance All

Other Intersegment Eliminations Total

Insurance and other services revenues $ 220,824 $ 11,769 $ ( 9,592 ) $ 223,001

6 unchanged sentences

$ 256,588 $ 78,842 $ — $ 335,430

Six Months Ended

June 30, 2020 (in thousands) Title

Insurance All Other Intersegment Eliminations Total

Nine Months Ended

September 30, 2020 (in thousands) Title

Insurance All

Other Intersegment Eliminations Total

Insurance and other services revenues $ 154,820 $ 7,149 $ ( 5,725 ) $ 156,244

Investment loss ( 3,102 ) ( 136 ) — ( 3,238 )

Net realized gain (loss) on investments 590 ( 449 ) — 141

Investment income 2,525 186 — 2,711

Net realized gain on investments 327 — — 327

Total revenues

1 unchanged sentence

Operating expenses 129,777 6,543 ( 5,288 ) 131,032

Income (loss) before income taxes $ 9,982 $ ( 297 ) $ ( 292 ) $ 9,393

Income before income taxes $ 27,895 $ 792 $ ( 437 ) $ 28,250

$ 213,152 $ 76,593 $ — $ 289,745

Note 5 – Retirement Agreements and Other Postretirement Benefits

The Company’s subsidiary, Investors Title Insurance Company ("ITIC"), is a party to employment agreements with key executives that provide for the continuation of certain employee benefits and other payments due under the agreements upon retirement, estimated to total $ 13.4 million and $ 12.5 million as of June 30, 2021 and December 31, 2020, respectively.

The executive employee benefits include health, dental, vision and life insurance and are unfunded.

These amounts are classified as accounts payable and accrued liabilities in the unaudited Consolidated Balance Sheets.

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended June 30, 2021 and 2020:

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended September 30, 2021 and 2020:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2021 2020 2021 2020

7 unchanged sentences

The estimated fair value, gross unrealized holding gains, gross unrealized holding losses and amortized cost for fixed maturity securities by major classification are as follows:

As of June 30, 2021 (in thousands) Amortized

As of September 30, 2021 (in thousands) Amortized

Losses Estimated Fair

22 unchanged sentences

The special revenue category for both periods presented includes approximately 50 individual fixed maturity securities with revenue sources from a variety of industry sectors.

The scheduled maturities of fixed maturity securities at June 30, 2021 are as follows:

The scheduled maturities of fixed maturity securities at September 30, 2021 are as follows:

Available-for-Sale

7 unchanged sentences

Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties.

The following table presents the gross unrealized losses on fixed maturity securities and the estimated fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous loss position at June 30, 2021 and December 31, 2020:

Less than 12 Months 12 Months or Longer Total

As of June 30, 2021 (in thousands) Estimated

As of September 30, 2021 (in thousands) Estimated

Value Unrealized

28 unchanged sentences

Factors considered in determining whether a loss is temporary include the length of time and extent to which the estimated fair value has been below cost, the financial condition and prospects of the issuer (including credit ratings and analyst reports) and macro-economic changes.

A total of 10 and 6 fixed maturity securities had unrealized losses at June 30, 2021 and December 31, 2020, respectively.

A total of nine and six fixed maturity securities had unrealized losses at September 30, 2021 and December 31, 2020, respectively.

The Company does not intend to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost.

2 unchanged sentences

Reviews of the values of fixed maturity securities are inherently uncertain and the value of the investment may not fully recover, or may decline in future periods, resulting in a realized loss.

The Company recorded $ 0 and $ 482 thousand of other-than-temporary impairment charges related to fixed maturity securities for the six-month periods ended June 30, 2021 and 2020, respectively.

The Company recorded $ 0 and $ 482 thousand of other-than-temporary impairment charges related to fixed maturity securities for the nine-month periods ended September 30, 2021 and 2020, respectively.

Expenses related to other-than-temporary impairments are recorded in net realized investment gains in the unaudited Consolidated Statements of Operations when recognized.

1 unchanged sentence

The cost and estimated fair value of equity securities are as follows:

As of June 30, 2021 (in thousands)

As of September 30, 2021 (in thousands)

Cost Estimated Fair

9 unchanged sentences

Net Realized Investment Gains

Gross realized gains and losses on sales of investments for the six-month periods ended June 30 are summarized as follows:

Gross realized gains and losses on sales of investments for the nine-month periods ended September 30 are summarized as follows:

(in thousands) 2021 2020

19 unchanged sentences

this power resides with a third-party general partner or managing member that cannot be removed except for cause.

The following table sets forth details about the Company's variable interest investments in VIEs, which are structured either as limited partnerships ("LPs") or limited liability companies ("LLCs"), as of June 30, 2021:

(in thousands) Balance Sheet Classification Carrying Value Estimated Fair Value Maximum Potential Loss (a)

21 unchanged sentences

Generally, quotes obtained from the pricing service for instruments classified as Level 2 are not adjusted and are not binding.

As of June 30, 2021 and December 31, 2020, the Company did not adjust any Level 2 fair values.

As of September 30, 2021 and December 31, 2020, the Company did not adjust any Level 2 fair values.

A number of the Company’s investment grade corporate debt securities are frequently traded in active markets, and trading prices are consequently available for these securities.

12 unchanged sentences

The carrying amount for accrued interest and dividends is a reasonable estimate of fair value due to the short-term maturity of these assets.

The following table presents, by level, fixed maturity securities carried at estimated fair value as of June 30, 2021 and December 31, 2020:

As of June 30, 2021 (in thousands) Level 1 Level 2 * Level 3 Total

The following table presents, by level, fixed maturity securities carried at estimated fair value as of September 30, 2021 and December 31, 2020:

As of September 30, 2021 (in thousands) Level 1 Level 2 * Level 3 Total

Fixed maturity securities:

10 unchanged sentences

*Denotes fair market value obtained from pricing services.

The following table presents, by level, estimated fair values of equity investments and other financial instruments as of June 30, 2021 and December 31, 2020:

As of June 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total

The following table presents, by level, estimated fair values of equity investments and other financial instruments as of September 30, 2021 and December 31, 2020:

As of September 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total

Financial assets:

6 unchanged sentences

Short-term investments:

Money market funds and commercial paper 44,446 — — 44,446

Money market funds 51,231 — — 51,231

Other investments:

21 unchanged sentences

$ 94,850 $ — $ 15,493 $ 110,343

The Company did not hold any Level 3 category debt or marketable equity investment securities as of June 30, 2021 or December 31, 2020.

The Company did not hold any Level 3 category debt or marketable equity investment securities as of September 30, 2021 or December 31, 2020.

There were no transfers into or out of Levels 1, 2 or 3 during the periods presented.

13 unchanged sentences

If any such investment is determined to be other-than-temporarily impaired, an impairment charge is recorded against such investment and reflected in the unaudited Consolidated Statements of Operations.

There were no impairments of such investments made during the six-month period ended June 30, 2021 or the twelve-month period ended December 31, 2020.

The following table presents a rollforward of equity investments under the measurement alternative as of June 30, 2021 and December 31, 2020:

There were no impairments of such investments made during the nine-month period ended September 30, 2021 or the twelve-month period ended December 31, 2020.

The following table presents a rollforward of equity investments under the measurement alternative as of September 30, 2021 and December 31, 2020:

(in thousands) Balance,

December 31, 2020

Amounts Impaired Observable Changes Purchases and

January 1, 2021 Amounts Impaired Observable Changes Purchases and

Paid Sales, Returns of Capital and Other Reductions Balance,

June 30, 2021

September 30, 2021

Other investments:

3 unchanged sentences

(in thousands) Balance,

December 31, 2019 Amounts Impaired Observable Changes Purchases and

January 1, 2020 Amounts Impaired Observable Changes Purchases and

Paid Sales, Returns of Capital and Other Reductions Balance,

14 unchanged sentences

Another Company subsidiary, Investors Title Accommodation Corporation (“ITAC”), serves as exchange accommodation titleholder and, through LLCs that are wholly owned subsidiaries of ITAC, holds property for exchangers in reverse exchange transactions.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 370.5 million and $ 237.9 million as of June 30, 2021 and December 31, 2020, respectively.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 525.2 million and $ 237.9 million as of September 30, 2021 and December 31, 2020, respectively.

These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying unaudited Consolidated Balance Sheets;

3 unchanged sentences

These like-kind exchange funds are primarily invested in money market and other short-term investments.

COVID-19 – While certain COVID-19 vaccines have been approved and are now generally available for use in the United States and certain other countries, we are unable to predict how widely utilized the vaccines will be, whether they will be effective in preventing the spread of COVID-19 (including its variant strains), and when or if normal economic activity and business operations will resume.

In light of the increasing percentage of vaccinated individuals, many previously implemented restrictions have gradually been lifted.

While the number of new cases is significantly below the levels witnessed at the height of the pandemic, there has been a recent uptick in the number of new cases.

Despite the availability of vaccines, COVID-19 continues to spread across the globe, including in U.S.

COVID-19 – While certain COVID-19 vaccines have been approved and are now generally available for use in the United States and certain other countries, we are unable to predict how widely utilized the vaccines will be, and when or if normal economic activity and business operations will resume.

It is expected that progress on vaccination levels will continue to reduce the effects of the public health crisis on the economy and, in light of the increasing percentage of vaccinated individuals, many previously implemented restrictions have gradually been lifted.

Despite the availability of vaccines, COVID-19 (including its variant strains) continues to spread across the globe, including in U.S.

states where the Company conducts business.

3 unchanged sentences

Such actions included an unscheduled cut to the federal funds rate, the introduction of new programs to preserve market liquidity, extended unemployment and sick leave benefits, mortgage loan forbearance actions, low-interest loans for working capital access and payroll assistance, and other relief measures for both workers and businesses.

The Company has remained fully operational throughout the pandemic and did not have any reductions in workforce during 2020 or the first half of 2021.

The Company has remained fully operational throughout the pandemic and did not have any reductions in workforce during 2020 or the first three quarters of 2021.

A large portion of the Company's workforce is performing their job functions remotely.

1 unchanged sentence

The COVID-19 pandemic has caused the Company to modify its business practices (including employee travel, employee work locations and cancellation of physical participation in meetings, events and conferences).

The COVID-19 pandemic and any of its variants could continue to affect the Company in a number of ways including, but not limited to, the impact on employees becoming ill, quarantined, or otherwise unable to work or travel due to illness or governmental restriction, potential decreases in net premiums written in the future, and future fluctuations in the Company's investment portfolio due to the pandemic and the economic disruption it is causing.

The COVID-19 pandemic and any of its variants could continue to affect the Company in a number of ways including, but not limited to, the impact on employees becoming ill, quarantined, or otherwise unable to work or travel due to illness or gover nmental restriction, potential decreases in net premiums written in the future, and future fluctuations in the Company's investment portfolio due to the pandemic and the economic disruption it is causing.

Because of the inherent uncertainty regarding the duration and severity of the COVID-19 pandemic (including any of its variants) and its effects on the economy, as well as uncertainty regarding the effects of government measures already taken, and which may be taken or continued in the future, to combat the spread of the virus and any of its variants, and/or provide additional economic stimulus, the Company is currently unable to predict the ultimate impact of the pandemic.

2 unchanged sentences

The Company utilizes the equity method to account for its investment in these LLCs.

The following tables set forth the approximate values by year found within each financial statement classification:

The following table sets forth the approximate values by year found within each financial statement classification:

Financial Statement Classification,

1 unchanged sentence

(in thousands) As of

June 30, 2021 As of

September 30, 2021 As of

December 31, 2020

4 unchanged sentences

(in thousands) Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

2021 2020 2021 2020

2 unchanged sentences

Commissions to agents $ 5,507 $ 4,486 $ 14,770 $ 11,279

Note 9 – Intangible Assets, Goodwill and Title Plants

Note 9 – Business Combinations, Intangible Assets, Goodwill and Title Plants

Intangible Assets

The estimated fair values of intangible assets recognized as the result of title insurance agency acquisitions, all Level 3 inputs, are principally based on values obtained from an independent third-party valuation service.

In accordance with ASC 350, Intangibles – Goodwill and Other , management determined that no events or changes in circumstances occurred during the six-month periods ended June 30, 2021 and 2020 that would indicate the carrying amounts may not be recoverable, and therefore determined that no identifiable intangible assets were impaired.

In accordance with ASC 350, Intangibles – Goodwill and Other , management determined that no events or changes in circumstances occurred during the nine-month periods ended September 30, 2021 and 2020 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired.

Identifiable intangible assets consist of the following:

(in thousands) As of

June 30, 2021 As of

September 30, 2021 As of

December 31, 2020

9 unchanged sentences

Goodwill and Title Plants

As of June 30, 2021, the Company recognized $ 4.4 million in goodwill and $ 857 thousand in title plants, net of impairments, as the result of title insurance agency acquisitions.

As of September 30, 2021, the Company recognized $ 4.4 million in goodwill and $ 857 thousand in title plants, net of impairments, as the result of title insurance agency acquisitions.

The title plants are included with other assets in the unaudited Consolidated Balance Sheets.

The fair values of goodwill and the title plants as of the date of acquisition, both Level 3 inputs, were principally based on values obtained from an independent third-party valuation service.

In accordance with ASC 350, management determined that no events or changes in circumstances occurred during the six-month periods ended June 30, 2021 and 2020 that would indicate the carrying amounts may not be recoverable, and therefore determined that there were no goodwill or title plant impairments.

In accordance with ASC 350, management determined that no events or changes in circumstances occurred during the nine-month periods ended September 30, 2021 and 2020 that would indicate the carrying amounts may not be recoverable, and therefore, determined that there were no goodwill or title plant impairments.

Note 10 – Accumulated Other Comprehensive Income

The following tables provide changes in the balances of each component of accumulated other comprehensive income, net of tax, for the periods ended June 30, 2021 and 2020:

The following table provides changes in the balances of each component of accumulated other comprehensive income, net of tax, for the periods ended September 30, 2021 and 2020:

Three Months Ended

June 30, 2021 (in thousands) Unrealized Gains and Losses

September 30, 2021 (in thousands) Unrealized Gains and Losses

On Available-for-Sale

1 unchanged sentence

Benefits Plans

Beginning balance at March 31

Beginning balance at June 30

$ 3,949 $ ( 144 ) $ 3,805

Other comprehensive income before reclassifications

Other comprehensive loss before reclassifications ( 342 ) — ( 342 )

Amounts reclassified from accumulated other comprehensive income 9 — 9

Net current-period other comprehensive income

Net current-period other comprehensive loss ( 333 ) — ( 333 )

Ending balance

1 unchanged sentence

Three Months Ended

June 30, 2020 (in thousands) Unrealized Gains and Losses

September 30, 2020 (in thousands) Unrealized Gains and Losses

On Available-for-Sale

1 unchanged sentence

Benefits Plans

Beginning balance at March 31

Beginning balance at June 30

$ 4,294 $ ( 64 ) $ 4,230

Other comprehensive income before reclassifications

1,118 — 1,118

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive income

1,118 — 1,118

Ending balance $ 4,344 $ ( 64 ) $ 4,280

Six Months Ended

June 30, 2021 (in thousands) Unrealized Gains and Losses

Nine Months Ended

September 30, 2021 (in thousands) Unrealized Gains and Losses

On Available-for-Sale

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income

( 15 ) — ( 15 )

Net current-period other comprehensive loss ( 854 ) — ( 854 )

Ending balance $ 3,616 $ ( 144 ) $ 3,472

Six Months Ended

June 30, 2020 (in thousands) Unrealized Gains and Losses

Nine Months Ended

September 30, 2020 (in thousands) Unrealized Gains and Losses

On Available-for-Sale

7 unchanged sentences

$ 4,344 $ ( 64 ) $ 4,280

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three- and six-month periods ended June 30, 2021 and 2020:

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three- and nine-month periods ended September 30, 2021 and 2020:

Three Months Ended

June 30, 2021 (in thousands)

September 30, 2021 (in thousands)

Details about Accumulated Other

4 unchanged sentences

Unrealized gains and losses on available-for-sale securities:

Net realized gain on investments $ ( 53 )

Net realized loss on investments $ ( 11 )

Other-than-temporary impairments —

4 unchanged sentences

Three Months Ended

June 30, 2020 (in thousands)

September 30, 2020 (in thousands)

Details about Accumulated Other

10 unchanged sentences

Reclassifications for the period $ —

Six Months Ended

June 30, 2021 (in thousands)

Nine Months Ended

September 30, 2021 (in thousands)

Details about Accumulated Other

7 unchanged sentences

Reclassifications for the period $ 15

Six Months Ended

June 30, 2020 (in thousands)

Nine Months Ended

September 30, 2020 (in thousands)

Details about Accumulated Other

1 unchanged sentence

Unrealized gains and losses on available-for-sale securities:

Net realized loss on investments $ 30

Net realized gain on investments $ 30

Other-than-temporary impairments ( 482 )

16 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2021 2020 2021 2020

21 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2021 2020 2021 2020

7 unchanged sentences

(in thousands) As of

June 30, 2021 As of

September 30, 2021 As of

December 31, 2020

2 unchanged sentences

Total operating lease liabilities $ 3,424 $ 3,669

The future minimum lease payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of June 30, 2021, are summarized as follows:

The future minimum lease payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of September 30, 2021, are summarized as follows:

Year Ended (in thousands)

4 unchanged sentences

Supplemental lease information is as follows:

June 30, 2021 As of

September 30, 2021 As of

December 31, 2020

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements