11 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Board of Directors and Shareholders
+Added: To the Shareholders and Board of Directors
Investors Title Company
2 unchanged sentences
We have audited the accompanying consolidated balance sheets of Investors Title Company and Subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the years then ended, and the related notes and schedules (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of their operations and their cash flows for each of the years then ended, in conformity with U.S.
−Removed: generally accepted accounting principles.
+Added: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2023, expressed an unqualified opinion thereon.
5 unchanged sentences
We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
+Added: Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
+Added: Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Reserve for Claims
14 unchanged sentences
• We evaluated the reasonableness of the significant assumptions utilized by the Company in developing the reserve for claims.
+Added: /s/ FORVIS, LLP (Formerly, Dixon Hughes Goodman LLP)
We have served as the Company’s auditor since 2004
−Removed: /s/ Dixon Hughes Goodman LLP
High Point, NC
10 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Board of Directors and Shareholders
+Added: To the Shareholders and Board of Directors
Investors Title Company
Chapel Hill, NC
−Removed: Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Investors Title Company and Subsidiaries’ (the “Company”) internal control over financial reporting of December 31, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Opinion on the Internal Control over Financial Reporting
+Added: We have audited Investors Title Company and Subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework:
+Added: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework:
+Added: (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2022 and 2021, and for each of the years then ended, and our report dated March 14, 2023, expressed an unqualified opinion on those consolidated financial statements.
6 unchanged sentences
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
+Added: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
+Added: Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: Definitions and Limitations of Internal Control over Financial Reporting
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Dixon Hughes Goodman LLP
+Added: /s/ FORVIS, LLP (Formerly, Dixon Hughes Goodman LLP)
High Point, NC
21 unchanged sentences
Goodwill and other intangible assets, net 17,611 15,951
−Removed: Operating lease right-of-use assets 5,202 3,533
+Added: Lease assets 6,707 5,202
Other assets 2,458 1,771
+Added: Current income taxes receivable 1,174 —
Total Assets $ 339,757 $ 331,488
2 unchanged sentences
Accounts payable and accrued liabilities 47,050 43,868
−Removed: Operating lease liabilities 5,329 3,669
+Added: Lease liabilities 6,839 5,329
Current income taxes payable — 3,329
45 unchanged sentences
Net income $ 23,903 $ 67,020
−Removed: Other comprehensive (loss) income, before tax:
+Added: Other comprehensive loss, before income tax:
Accumulated postretirement benefit obligation adjustment 228 —
−Removed: Unrealized (losses) gains on investments arising during the period ( 1,376 ) 1,253
+Added: Unrealized losses on investments arising during the period ( 4,342 ) ( 1,376 )
Reclassification adjustment for sale of securities included in net income 104 ( 19 )
−Removed: ( 19 ) ( 30 )
Reclassification adjustment for write-down of securities included in net income 172 —
−Removed: Other comprehensive (loss) income, before tax ( 1,395 ) 1,562
−Removed: Income tax benefit related to postretirement health benefits — ( 31 )
−Removed: Income tax (benefit) expense related to unrealized (losses) gains on investments arising during the year ( 291 ) 262
−Removed: Income tax benefit related to reclassification adjustment for sale of securities included in net income ( 4 ) ( 6 )
+Added: Other comprehensive loss, before income tax ( 3,838 ) ( 1,395 )
+Added: Income tax expense related to postretirement health benefits 48 —
+Added: Income tax benefit related to net unrealized losses on investments arising during the year ( 921 ) ( 291 )
+Added: Income tax expense (benefit) related to reclassification adjustment for sale of securities included in net income 22 ( 4 )
Income tax expense related to reclassification adjustment for write-down of securities included in net income 39 —
−Removed: Net income tax (benefit) expense on other comprehensive (loss) income ( 295 ) 336
−Removed: Other comprehensive (loss) income ( 1,100 ) 1,226
+Added: Net income tax benefit on other comprehensive loss ( 812 ) ( 295 )
+Added: Other comprehensive loss ( 3,026 ) ( 1,100 )
Comprehensive Income $ 20,877 $ 65,920
12 unchanged sentences
( 37,553 ) ( 37,553 )
−Removed: Repurchases of common stock
−Removed: — ( 6 ) ( 6 )
Exercise of stock appreciation rights
+Added: 3 ( 1 ) ( 1 )
Share-based compensation expense related to stock appreciation rights
−Removed: Accumulated postretirement benefit obligation adjustment ( 112 ) ( 112 )
−Removed: Net unrealized gain on investments 1,338 1,338
−Removed: Other ( 94 ) ( 94 )
+Added: Net unrealized loss on investments ( 1,100 ) ( 1,100 )
Balance, December 31, 2021
3 unchanged sentences
( 9,181 ) ( 9,181 )
+Added: Repurchases of common stock ( 1 ) ( 133 ) ( 133 )
Exercise of stock appreciation rights
1 unchanged sentence
Share-based compensation expense related to stock appreciation rights
+Added: Accumulated postretirement benefit obligation adjustment 180 180
Net unrealized loss on investments ( 3,206 ) ( 3,206 )
13 unchanged sentences
Share-based compensation expense related to stock appreciation rights 362 299
−Removed: Net gain on disposals of property ( 3,957 ) ( 26 )
−Removed: Net realized gain on securities ( 911 ) ( 311 )
−Removed: Net realized gain on other investments ( 958 ) ( 22 )
+Added: Net gains on disposals of property ( 58 ) ( 3,957 )
+Added: Net realized gains on securities ( 10,101 ) ( 911 )
+Added: Net realized losses (gains) on other investments 366 ( 958 )
Changes in the estimated fair value of equity security investments 20,961 ( 14,934 )
1 unchanged sentence
Provision for claims 4,255 5,686
−Removed: Provision for deferred income taxes 4,825 1,218
+Added: (Benefit) provision for deferred income taxes ( 4,644 ) 4,825
Changes in assets and liabilities:
−Removed: Increase in premium and fees receivable ( 3,526 ) ( 6,904 )
−Removed: Increase in other assets ( 9,017 ) ( 3,977 )
−Removed: (Increase) decrease in operating lease right-of-use assets ( 1,669 ) 842
−Removed: Increase (decrease) in operating lease liabilities 1,660 ( 833 )
+Added: Decrease (increase) in premium and fees receivable 3,906 ( 3,526 )
+Added: Decrease (increase) in other assets 532 ( 9,017 )
+Added: Increase in lease assets ( 1,505 ) ( 1,669 )
+Added: Increase in current income taxes recoverable ( 1,174 ) —
+Added: Increase in lease liabilities
Increase in accounts payable and accrued liabilities 3,410 7,848
−Removed: Increase (decrease) in current income taxes payable 2,691 ( 702 )
+Added: (Decrease) increase in current income taxes payable ( 3,329 ) 2,691
Payments of claims, net of recoveries ( 3,817 ) ( 2,516 )
4 unchanged sentences
Purchases of short-term investments ( 101,718 ) ( 34,015 )
+Added: Purchase of subsidiary ( 4,927 ) —
Purchases of other investments ( 1,574 ) ( 6,616 )
6 unchanged sentences
Proceeds from disposals of property 26 6,739
−Removed: Net cash provided by (used in) investing activities 9,068 ( 14,600 )
+Added: Net cash (used in) provided by investing activities ( 28,746 ) 9,068
Consolidated Statements of Cash Flows, continued
5 unchanged sentences
Net cash used in financing activities ( 9,315 ) ( 37,554 )
−Removed: Net Increase (Decrease) in Cash and Cash Equivalents 23,445 ( 12,226 )
+Added: Net (Decrease) Increase in Cash and Cash Equivalents ( 1,857 ) 23,445
Cash and Cash Equivalents, Beginning of Period 37,168 13,723
4 unchanged sentences
Non Cash Investing and Financing Activities:
−Removed: Non cash net unrealized loss (gain) on investments, net of deferred tax benefit (provision) of $ 295 and $( 367 ) for December 31, 2021 and 2020, respectively
+Added: Non cash net unrealized loss on investments, net of deferred tax benefit of $ 860 and $ 295 for December 31, 2022 and 2021, respectively
$ 3,206 $ 1,100
−Removed: Adjustments to postretirement benefits obligation, net of deferred tax benefit of $ — and $ 31 for December 31, 2021 and 2020, respectively
−Removed: Adjustments to operating lease right-of-use assets for December 31, 2021 and 2020, respectively
+Added: Adjustments to postretirement benefits obligation, net of deferred tax expense of $( 48 ) and $ 0 for December 31, 2022 and 2021, respectively
+Added: $ ( 180 ) $ —
+Added: Changes in Financial Statement Amounts Related to Purchase of Subsidiaries, Net of Cash Received:
+Added: Goodwill and other intangibles acquired $ ( 2,832 ) $ —
+Added: Title plant acquired ( 637 ) —
+Added: Prepaid and other assets acquired ( 121 ) —
+Added: Fixed assets acquired ( 1,337 ) —
+Added: Purchase of subsidiary, net of cash received $ ( 4,927 ) $ —
Refer to the Notes to the Consolidated Financial Statements.
5 unchanged sentences
The title insurance segment, through its two subsidiaries, Investors Title Insurance Company (“ITIC”) and National Investors Title Insurance Company (“NITIC”), is licensed to insure titles to residential, institutional, commercial and industrial properties.
−Removed: The Company issues title insurance policies primarily through approved attorneys from underwriting offices and through independent issuing agents in 24 states and the District of Columbia, primarily in the eastern half of the United States.
−Removed: The majority of the Company’s business is concentrated in North Carolina, Texas, Georgia and South Carolina.
+Added: The Company issues title insurance policies directly and through a network of agents in 23 states and the District of Columbia, primarily in the eastern half of the United States.
+Added: The majority of the Company’s business is concentrated in North Carolina, Texas, South Carolina and Georgia.
Principles of Consolidation and Basis of Presentation:
8 unchanged sentences
Investments in Fixed Maturity Securities :
−Removed: Fixed maturity securities are classified as available-for-sale and reported at estimated fair value with unrealized gains and losses, net of tax and adjusted for other-than-temporary declines in fair value, and reported as accumulated other comprehensive income.
−Removed: Securities are regularly reviewed for differences between the cost and estimated fair value of each security for factors that may indicate that a decline in fair value is other-than-temporary.
+Added: Fixed maturity securities are classified as available-for-sale and reported at estimated fair value with unrealized gains and losses, net of tax and adjusted for recognized impairment, and reported as accumulated other comprehensive income.
+Added: Securities are regularly reviewed for differences between the cost and estimated fair value of each security for factors that may indicate that a decline in fair value is impaired.
In evaluating available-for-sale fixed maturity securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which estimated fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers’ financial condition, among other factors.
1 unchanged sentence
For available-for-sale fixed maturity securities in an unrealized loss position for which the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security, the Company evaluates the securities to determine whether the decline in the estimated fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors.
−Removed: Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes.
+Added: Any impairment that is not credit-related is recognized in other comprehensive loss, net of applicable taxes.
Credit-related impairment is recognized as an allowance for credit losses (“ACL”) on the Consolidated Balance Sheets, limited to the amount by which the amortized cost basis exceeds the estimated fair value, with a corresponding adjustment to earnings.
−Removed: Both the ACL and the adjustment to the Consolidated Statements of Operations may be reversed if conditions change.
+Added: The ACL may be reversed if conditions change through an adjustment to the Consolidated Statements of Operations.
Changes in the ACL are recorded as provision for (or reversal of) credit loss expense.
11 unchanged sentences
Other investments consist of investments in real estate and unconsolidated affiliated entities, typically structured as limited liability companies ("LLCs"), without readily determinable fair values.
+Added: As of December 31, 2022, the Company had investments in real estate of $ 5.0 million and investments in unconsolidated affiliated entities of $ 13.3 million.
Real estate investments are reported at amortized cost.
2 unchanged sentences
Lease rental income earned by the Company, which does not have a material impact on the Company's results of operations, is included with other income on the Consolidated Statements of Operations.
−Removed: Other investments are accounted for under either the equity method or the measurement alternative method.
−Removed: The measurement alternative method is used when an investment does not qualify for either the equity method or the practical expedient in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, which estimates fair value using the net asset value per share.
+Added: Investments in unconsolidated affiliated entities are accounted for under either the equity method or the measurement alternative method.
+Added: The measurement alternative method is used when an investment does not qualify for either the equity method or an estimated fair value using the net asset value per share.
Under the measurement alternative method, investments are recorded at cost, less any impairment and plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.
44 unchanged sentences
The Company’s accumulated other comprehensive income is comprised of unrealized holding gains or losses on available-for-sale securities, net of tax, and unrealized gains or losses associated with postretirement benefit liabilities, net of tax.
−Removed: Accumulated other comprehensive income as of December 31, 2021 consists of $ 3.4 million of unrealized holding gains on available-for-sale securities and $ 144 thousand of unrecognized actuarial losses associated with postretirement benefit liabilities.
+Added: Accumulated other comprehensive income as of December 31, 2022 consists of $ 164 thousand of unrealized holding gains on available-for-sale securities and $ 36 thousand of unrecognized actuarial gains associated with postretirement benefit liabilities.
Accumulated other comprehensive income as of December 31, 2021 consists of $ 3.4 million of unrealized holding gains on available-for-sale securities and $ 144 thousand of unrecognized actuarial losses associated with postretirement benefit liabilities.
15 unchanged sentences
The fair value of the Company’s other intangible assets is principally based on values obtained from an independent third-party valuation service.
−Removed: These assets are amortized on a straight-line basis over their useful lives, which range from 5 months to 30 years;
+Added: Assets with remaining useful lives will be amortized on a straight-line basis over those useful lives, which range from 14 months to 30 years;
noting that the amortization of certain non-compete contracts will start at a future date when the related employment agreements are terminated.
6 unchanged sentences
At inception, the Company determines if an arrangement is a lease.
−Removed: The Company enters into lease agreements that are primarily used for office space, and all current leases are accounted for as operating leases.
−Removed: Amounts related to operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities on the Consolidated Balance Sheets.
−Removed: Operating lease ROU assets represent the Company’s right to use an underlying asset for the stated lease term.
−Removed: Operating lease liabilities represent the Company’s obligation to make lease payments arising from an operating lease.
−Removed: Operating lease ROU assets and liabilities are recognized at the date of the lease commencement, and are based on the present value of lease payments over the lease term.
+Added: The Company enters into lease agreements that are primarily used for office space, and the majority of current leases are accounted for as operating leases.
+Added: Amounts related to leases are included in right-of-use ("ROU") assets and lease liabilities on the Consolidated Balance Sheets.
+Added: Lease ROU assets represent the Company’s right to use an underlying asset for the stated lease term.
+Added: Lease liabilities represent the Company’s obligation to make lease payments arising from a lease.
+Added: Lease ROU assets and liabilities are recognized at the date of the lease commencement, and are based on the present value of lease payments over the lease term.
The Company's current leases do not provide an implicit interest rate, thus the Company utilized the average rate over a 10-year term based upon the Moody's seasoned Aaa corporate bond yields in determining the present value of lease payments.
1 unchanged sentence
The exercise of such an option is solely at the Company's discretion.
−Removed: The operating lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determined at the date of adoption that the lease was expected to be renewed or extended.
+Added: The lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determined at the date of adoption that the lease was expected to be renewed or extended.
A lease expense is recognized on a straight-line basis over the lease term.
3 unchanged sentences
The Company has evaluated and concluded that there were no material subsequent events requiring adjustment or disclosure to its Consolidated Financial Statements.
−Removed: Recently Adopted Accounting Standards
−Removed: In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes .
−Removed: 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.
−Removed: The update was effective for annual and interim periods in fiscal years beginning after December 15, 2020.
−Removed: The Company adopted this update on January 1, 2021, with no material impact on the Company's financial position and results of operations.
−Removed: In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) .
−Removed: This update clarified that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative immediately before applying or upon discontinuing the equity method.
−Removed: In addition, this update clarified that, when determining the accounting for certain forward contracts and purchased options, a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option.
−Removed: The update was effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.
−Removed: The Company adopted this update on January 1, 2021, with no material impact on the Company's financial position and results of operations.
Use of Estimates and Assumptions
14 unchanged sentences
Premiums written:
−Removed: Premium revenues from certain agency operations include accruals for transactions which have settled but have not been reported as of the balance sheet date.
−Removed: These accruals are based on estimates of the typical lag time between settlement of real estate transactions and the agent’s reporting of these transactions to the Company.
+Added: Premium revenues issued directly and by agency operations include accruals for transactions which have settled but have not been reported as of the balance sheet date.
+Added: These accruals are based on estimates of the typical lag time between settlement of real estate transactions and the reporting of these transactions to the Company.
Reporting lag times vary by market.
−Removed: In certain markets, the lag time may be very short, but in others, can be as high as 100 days.
+Added: In certain markets, the lag time may be very short, but in others, can be as high as 3 months.
The Company reviews and adjusts lag time estimates periodically, using historical experience and other factors, and reflects any adjustments in the result of operations in the period in which new information becomes available.
−Removed: Securities are regularly evaluated and reviewed for differences between the cost and estimated fair value of each security for factors that may indicate that a decline in estimated fair value is other-than-temporary.
−Removed: When, in the opinion of management, a decline in the estimated fair value of an investment is considered to be other-than-temporary, such investment is written down to its estimated fair value.
−Removed: Some factors considered in evaluating whether or not a decline in estimated fair value is other-than-temporary include the duration and extent to which the estimated fair value has been less than cost;
+Added: Securities are regularly evaluated and reviewed for differences between the cost and estimated fair value of each security for factors that may indicate that a decline in estimated fair value is an impairment.
+Added: When, in the opinion of management, a decline in the estimated fair value of an investment is considered to be an impairment, such investment is written down to its estimated fair value.
+Added: Some factors considered in evaluating whether or not a decline in estimated fair value is an impairment include the duration and extent to which the estimated fair value has been less than cost;
the probability that the Company will be unable to collect all amounts due under the contractual terms of the security;
1 unchanged sentence
and the financial condition and prospects of the issuer (including credit ratings).
−Removed: These factors are reviewed quarterly and any material degradation in the prospect for recovery will be considered in the other-than-temporary impairment analysis.
+Added: These factors are reviewed quarterly and any material degradation in the prospect for recovery will be considered in the impairment analysis.
Such reviews are inherently uncertain and the value of the investment may not fully recover or may decline in future periods resulting in a realized loss.
51 unchanged sentences
As of December 31, 2022 (in thousands) Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses
+Added: Government obligations $ 4,322 $ ( 7 ) $ — $ — $ 4,322 $ ( 7 )
+Added: General obligations of U.S.
+Added: states, territories and political subdivisions 3,221 ( 36 ) — — 3,221 ( 36 )
Special revenue issuer obligations of U.S.
1 unchanged sentence
Corporate debt securities 6,498 ( 68 ) — — 6,498 ( 68 )
−Removed: Total temporarily impaired securities $ 8,493 $ ( 13 ) $ 7,305 $ ( 37 ) $ 15,798 $ ( 50 )
+Added: Total $ 26,609 $ ( 327 ) $ 1,100 $ ( 3 ) $ 27,709 $ ( 330 )
Less than 12 Months 12 Months or Longer Total
3 unchanged sentences
Corporate debt securities 8,493 ( 13 ) 6,203 ( 35 ) 14,696 ( 48 )
−Removed: Total temporarily impaired securities $ 20,630 $ ( 24 ) $ 1,103 $ ( 3 ) $ 21,733 $ ( 27 )
−Removed: The decline in estimated fair value of the fixed maturity securities can be attributed primarily to changes in market interest rates and changes in credit spreads over Treasury securities.
−Removed: Because the Company does not intend to sell these securities and will likely not be compelled to sell them before it can recover its cost basis, the Company does not consider these investments to be other-than-temporarily impaired.
+Added: Total $ 8,493 $ ( 13 ) $ 7,305 $ ( 37 ) $ 15,798 $ ( 50 )
Management evaluates available-for-sale fixed maturity securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors.
−Removed: Consideration is given to (1) the extent to which the fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.
−Removed: 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.
+Added: The decline in estimated fair value of the fixed maturity securities can be attributed primarily to changes in market interest rates and changes in credit spreads over Treasury securities.
+Added: Factors considered in determining whether a loss is credit-related include the financial condition and prospects of the issuer (including credit ratings and analyst reports) and macro-economic changes.
A total of 51 and 9 fixed maturity securities had unrealized losses at December 31, 2022 and 2021, respectively.
3 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.
−Removed: The Company recorded $ 0 and $ 482 thousand of other-than-temporary impairment charges related to fixed maturity securities for the twelve-month periods ended December 31, 2021 and 2020, respectively.
−Removed: Expenses related to other-than-temporary impairments are recorded in net realized investment gains in the Consolidated Statements of Operations when recognized.
+Added: The Company recorded $ 172 thousand and $ 0 of impairment charges related to fixed maturity securities for the twelve-month periods ended December 31, 2022 and 2021, respectively.
+Added: Expenses related to impairments are recorded in net realized investment gains in the Consolidated Statements of Operations when recognized.
Investments in Equity Securities
25 unchanged sentences
Gross realized losses from securities:
+Added: General obligations of U.S.
+Added: states, territories and political subdivisions $ ( 353 ) $ —
Corporate debt securities ( 104 ) ( 33 )
Common stocks ( 290 ) ( 1,008 )
−Removed: Other-than-temporary impairment of securities — ( 482 )
+Added: Impairment of securities ( 172 ) —
Total $ ( 919 ) $ ( 1,041 )
1 unchanged sentence
Net realized other investment gains (losses):
−Removed: Gains on other investments $ 958 $ 31
−Removed: Losses on other investments — ( 9 )
+Added: (Losses) gains on other assets $ ( 366 ) $ 958
Total $ ( 366 ) $ 958
Net realized investment gains
+Added: $ 9,735 $ 1,869
Realized gains and losses are determined on the specific identification method.
5 unchanged sentences
Type of Investment (in thousands) Balance Sheet Classification Carrying Value Estimated Fair Value Maximum Potential Loss *
−Removed: Tax credit LPs Other investments $ 276 $ 276 $ 1,768
Real estate LLCs or LPs Other investments $ 3,320 $ 5,014 $ 4,658
4 unchanged sentences
Valuation of Financial Assets
−Removed: The FASB has established a valuation hierarchy for disclosure of the inputs used to measure estimated fair value of financial assets and liabilities, such as securities.
+Added: The Financial Accounting Standards Board (“FASB”) has established a valuation hierarchy for disclosure of the inputs used to measure estimated fair value of financial assets and liabilities, such as securities.
This hierarchy categorizes the inputs into three broad levels as follows.
1 unchanged sentence
Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
−Removed: Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.
+Added: Level 3 inputs are unobservable inputs based on the Company’s own assumptions intended to represent market participant assumptions used to measure assets and liabilities at fair value.
A financial instrument’s classification within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement – consequently, if there are multiple significant valuation inputs that are categorized in different levels of the hierarchy, the instrument’s hierarchy level is the lowest level (with Level 3 being the lowest level) within which any significant input falls.
6 unchanged sentences
Factors that are used in determining estimated fair market value include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data.
−Removed: The Company receives one quote per security from a third-party pricing service, although as discussed below, the Company does consult other pricing resources when confirming that the prices it obtains reflect the fair values of the instruments in accordance with ASC 820 , Fair Value Measurements and Disclosures .
+Added: The Company receives one quote per security from a third-party pricing service, although as discussed below, the Company does consult other pricing resources when confirming that the prices it obtains reflect the fair values of the instruments in accordance with GAAP.
Generally, quotes obtained from the pricing service for instruments classified as Level 2 are not adjusted and are not binding.
5 unchanged sentences
These derived fair value estimates are significantly affected by the assumptions used.
−Removed: Additionally, ASC 820 excludes from its scope certain financial instruments, including those related to insurance contracts, pension and other postretirement benefits, and equity method investments.
+Added: Additionally, certain financial instruments, including those related to insurance contracts, pension and other postretirement benefits, and equity method investments are excluded from the scope of disclosures.
In estimating the fair value of the financial instruments presented, the Company used the following methods and assumptions:
1 unchanged sentence
The carrying amount for cash and cash equivalents is a reasonable estimate of fair value due to the short-term maturity of these investments.
−Removed: Investments in real estate
−Removed: Real estate investments are reported at amortized cost.
−Removed: Depreciation and other related expenses are recorded as an offset to investment income.
−Removed: The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of real estate investments and makes any necessary adjustments, with any reductions in the carrying amount of these investments recorded in net realized investment gains in the Consolidated Statement of Operations when recognized.
Measurement alternative equity investments
25 unchanged sentences
Short-term investments:
−Removed: Money market funds 45,930 — — 45,930
+Added: Money market funds and US treasury bills 103,649 — — 103,649
Other investments:
8 unchanged sentences
Short-term investments:
−Removed: Money market funds, Treasury bills, commercial paper and certificates of deposit 15,170 — — 15,170
+Added: Money market funds 45,930 — — 45,930
Other investments:
3 unchanged sentences
There were no transfers into or out of Levels 1, 2 or 3 during the periods presented.
−Removed: To help ensure that estimated fair value determinations are consistent with ASC 820, prices from our pricing services go through multiple review processes to ensure appropriate pricing.
+Added: To help ensure that estimated fair value determinations are consistent with GAAP, prices from our pricing services go through multiple review processes to ensure appropriate pricing.
Pricing procedures and inputs used to price each security include, but are not limited to, the following:
9 unchanged sentences
In the event the Company disagrees with a price provided by its pricing services, the respective service reevaluates the price to corroborate the market information and then reviews inputs to the evaluation in light of potentially new market data.
−Removed: Certain equity investments under the measurement alternative and real estate investments are measured at estimated fair value on a non-recurring basis and are reviewed for impairment quarterly.
−Removed: If any such investment is determined to be other-than-temporarily impaired, an impairment charge is recorded against such investment and reflected in the Consolidated Statements of Operations.
+Added: Certain equity investments under the measurement alternative are measured at estimated fair value on a non-recurring basis and are reviewed for impairment quarterly.
+Added: If any such investment is determined to be impaired, an impairment charge is recorded against such investment and reflected in the Consolidated Statements of Operations.
There were no impairments of such investments made during the twelve-month periods ended December 31, 2022 or 2021.
−Removed: The following table presents a rollforward of equity investments under the measurement alternative and real estate investments as of December 31, 2021 and 2020:
+Added: The following table presents a rollforward of equity investments under the measurement alternative as of December 31, 2022 and 2021:
(in thousands) Balance,
5 unchanged sentences
Other investments:
−Removed: Real estate $ — $ — $ — $ 5,000 $ ( 13 ) $ 4,987
Equity investments in unconsolidated affiliates, measurement alternative $ 8,688 $ — $ — $ 1,288 $ ( 1,061 ) $ 8,915
7 unchanged sentences
Other investments:
−Removed: Real estate $ — $ — $ — $ — $ — $ —
Equity investments in unconsolidated affiliates, measurement alternative $ 8,741 $ — $ — $ 1,543 $ ( 1,596 ) $ 8,688
14 unchanged sentences
The Company assumes and cedes reinsurance with other insurance companies in the normal course of business.
−Removed: Premiums assumed and ceded were approximately $ 0 thousand and $ 518 thousand, respectively, for 2021, and $ 3 thousand and $ 296 thousand, respectively, for 2020.
+Added: There were no premiums assumed for 2022 and 2021, respectively.
+Added: Ceded premiums were approximately $ 818 thousand and $ 518 thousand for 2022 and 2021, respectively.
Ceded reinsurance is comprised of excess of loss treaties, which outline the conditions in which the reinsurance company will pay claims and protect against losses over certain agreed upon amounts.
14 unchanged sentences
Balance, end of year $ 37,192 $ 36,754
−Removed: The Company continually refines its reserve estimates as current loss experience develops and credible data emerges.
+Added: The Company continually refines its reserve estimates as current loss experience develops and more credible data emerges.
Movements in the reserve related to prior periods were primarily the result of changes to estimates to better reflect the latest reported loss data.
−Removed: The increase in the provision for claims in 2021, compared to 2020, primarily related to higher premium levels in the current year period.
+Added: The decrease in the provision for claims in 2022, compared to 2021, is primarily related to lower premium levels in the current year period.
Due to variances between actual and expected loss payments, loss development is subject to significant variability.
The Company does not recognize claim recoveries until an actual payment has been received by the Company.
−Removed: The Company realized claim recoveries of approximately $ 793 thousand and $ 308 thousand during 2021 and 2020, respectively.
+Added: The Company realized claim recoveries of approximately $ 1.0 million and $ 793 thousand during 2022 and 2021, respectively.
The provision for claims as a percentage of net premiums written was 1.7 % and 2.1 % in 2022 and 2021, respectively.
23 unchanged sentences
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.
−Removed: There is currently one active plan from which the Company may grant share-based awards.
+Added: As of December 31, 2022 there was one active plan from which the Company may grant share-based awards and one legacy plan under which equity awards remain outstanding.
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.
11 unchanged sentences
Outstanding as of January 1, 2021
+Added: 36 $ 139.16 4.38 $ 903
SARs granted 5 184.26
49 unchanged sentences
Net operating loss carryforward 202 186
−Removed: Other-than-temporary impairment of assets 161 167
+Added: Impairment of assets 185 161
Allowance for doubtful accounts 59 66
20 unchanged sentences
Tax-exempt interest income, net of amortization ( 577 ) ( 1,310 )
+Added: 162(m) non-deductible compensation 332 253
Other, net ( 3 ) 994
5 unchanged sentences
The Company’s policy is to report interest and penalties related to income taxes in the other expenses line item in the Consolidated Statements of Operations.
−Removed: The Company, or one of its subsidiaries, files income tax returns in the U.S.
+Added: The Company files income tax returns in the U.S.
federal jurisdiction and various states.
1 unchanged sentence
federal or state and local examinations by taxing authorities for years before 2018.
−Removed: The Company enters into lease agreements that are primarily used for office space.
+Added: The Company enters into lease agreements that are primarily for office space.
These leases are accounted for as operating leases, with lease expense recognized on a straight-line basis over the term of the lease.
+Added: The Company occasionally assumes equipment lease agreements through business acquisitions.
+Added: These leases are accounted for as finance leases.
A portion of the Company's current leases include an option to extend or cancel the lease term.
The exercise of such an option is solely at the Company's discretion.
−Removed: The operating lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determines at the inception date that the lease is expected to be renewed or extended.
+Added: The lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determines at the inception date that the lease is expected to be renewed or extended.
The Company, in determining the present value of lease payments, utilizes the average rate over a 10-year term based upon the Moody's seasoned Aaa corporate bond yields, as explicit rates of interest are not readily determinable in the lease contracts.
2 unchanged sentences
Lease expense is included in office and technology expenses in the Consolidated Statements of Operations.
−Removed: Information regarding the Company’s operating leases for the years ended December 31 is as follows:
+Added: Information regarding the Company’s leases for the years ended December 31 is as follows:
(in thousands) 2022 2021
Operating leases $ 2,518 $ 1,376
+Added: Finance leases:
+Added: Amortization of lease assets 168 —
+Added: Interest on lease liabilities 24 —
Short-term leases (a) 214 323
3 unchanged sentences
(a) Leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheets.
−Removed: Components of the operating lease liability presented on the Consolidated Balance Sheets for the years ended December 31 are as follows:
+Added: Components of the lease liability presented on the Consolidated Balance Sheets for the years ended December 31 are as follows:
(in thousands) 2022 2021
Operating lease liabilities $ 1,693 $ 1,547
+Added: Finance lease liabilities 218 —
Operating lease liabilities 4,401 3,782
−Removed: Total operating lease liabilities $ 5,329 $ 3,669
−Removed: The future minimum lease payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2021, are summarized as follows:
−Removed: Year Ended (in thousands)
+Added: Finance lease liabilities 527 —
+Added: Total lease liabilities $ 6,839 $ 5,329
+Added: The future minimum payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2022, are summarized as follows:
+Added: Year Ended (in thousands) Operating Leases Finance Leases Total
+Added: 2023 $ 1,904 $ 242 $ 2,146
+Added: 2024 1,993 201 2,194
+Added: 2025 1,424 171 1,595
+Added: 2026 893 134 1,027
+Added: 2027 266 51 317
Thereafter 50 — 50
1 unchanged sentence
present value adjustment ( 436 ) ( 54 ) ( 490 )
−Removed: Operating lease liabilities $ 5,329
+Added: Lease liabilities $ 6,094 $ 745 $ 6,839
Supplemental lease information for the years ended December 31 is as follows:
Weighted average remaining lease term (years)
+Added: Operating Leases 3.43 4.13
+Added: Finance Leases 3.80 0.00
Weighted average discount rate
+Added: Operating Leases 3.9 % 4.2 %
+Added: Finance Leases 3.7 % — %
The Company does not have any material pending operating or financing lease agreements that become effective in future periods.
1 unchanged sentence
The Company has a 401(k) savings plan.
−Removed: In order to participate in the plan, individuals must have worked at the Company for at least three months .
+Added: In order to participate in the plan, employees must be 21 years old.
In order to be eligible for employer contributions, individuals must be employed for a period of one year and work at least 1,000 hours annually.
The Company makes a 3 % Safe Harbor contribution and also has the option annually to make a discretionary profit share contribution.
−Removed: Individuals may elect to make contributions up to the maximum deductible amount as determined by the Internal Revenue Code.
+Added: Individuals may elect to make contributions up to the maximum deductible amount as determined by the Internal Revenue Code of 1986, as amended (the “IRC”).
Expenses related to the 401(k) plan were approximately $ 1.7 million and $ 2.0 million for 2022 and 2021, respectively.
7 unchanged sentences
These executive contracts are accounted for on an individual contract basis.
−Removed: On December 24, 2008, the executive contracts were amended effective January 1, 2009 to bring them into compliance with Section 409A of the Internal Revenue Code, and were amended and restated to provide for an annual cash payment to the officers equal to the amounts the Company would have contributed to their accounts under its 401(k) plan if such contributions were not limited by the federal tax laws, less the amount of any contributions that the Company actually makes to their accounts under the Company’s 401(k) plan.
−Removed: On November 17, 2003, ITIC entered into employment agreements with key executives that provide for the continuation of certain employee benefits upon retirement.
+Added: On December 24, 2008, the executive contracts were amended effective January 1, 2009 to bring them into compliance with Section 409A of the IRC, and were amended and restated to provide for an annual cash payment to the officers equal to the amounts the Company would have contributed to their accounts under its 401(k) plan if such contributions were not limited by the federal tax laws, less the amount of any contributions that the Company actually makes to their accounts under the Company’s 401(k) plan.
+Added: On November 17, 2003, ITIC entered into employment agreements with key executives that provide for the continuation of certain employee benefits upon retirement, which employment agreements were most recently amended and restated on May 4, 2022.
The executive employee benefits include health insurance, dental insurance, vision insurance and life insurance.
10 unchanged sentences
The Company is required to recognize the funded status (i.e., the difference between the fair value of the assets and the accumulated postretirement benefit obligations of its postretirement benefits) in its Consolidated Balance Sheets, with a corresponding adjustment to accumulated other comprehensive income, net of tax.
−Removed: The net amount in accumulated other comprehensive income is $( 184 ) thousand, $( 144 ) thousand net of tax, for December 31, 2021, and $( 184 ) thousand, $( 144 ) thousand net of tax, for December 31, 2020, and represents the net unrecognized actuarial losses and unrecognized prior service costs.
+Added: The net amount in accumulated other comprehensive income is $ 44 thousand, $ 36 thousand net of tax, for December 31, 2022, and $( 184 ) thousand, $( 144 ) thousand net of tax, for December 31, 2021, and represents the net unrecognized actuarial gains (losses) and unrecognized prior service costs.
The effects of the funded status on the Company’s Consolidated Balance Sheets at December 31, 2022 and 2021 are presented in the following table:
11 unchanged sentences
Interest cost on projected benefit obligation ( 26 ) ( 29 )
−Removed: Actuarial loss — ( 102 )
+Added: Actuarial gain 216 —
Accrued postretirement benefit obligation at end of year $ ( 928 ) $ ( 1,118 )
5 unchanged sentences
Amortization of loss, net 12 —
−Removed: Actuarial loss — 102
+Added: Actuarial gain 216 —
Balance at end of year $ 44 $ ( 184 )
2 unchanged sentences
The Company and its subsidiaries are involved in legal proceedings that are incidental to their business.
−Removed: In the Company’s opinion, based on the present status of these proceedings, any potential liability of the Company or its subsidiaries with respect to these legal proceedings, will not, in the aggregate, be material to the Company’s consolidated financial condition or operations.
+Added: In the Company’s opinion, based on the present status of these proceedings, any potential liability of the Company or its subsidiaries with respect to these legal proceedings is not expected to, in the aggregate, be material to the Company’s consolidated financial condition or operations.
The Company’s title insurance and trust subsidiaries are regulated by various federal, state and local governmental agencies and are subject to various audits and inquiries.
6 unchanged sentences
Like-Kind Exchange Proceeds:
−Removed: In administering tax-deferred like-kind exchanges pursuant to § 1031 of the Internal Revenue Code, the Company’s wholly owned subsidiary, Investors Title Exchange Corporation (“ITEC”), serves as a qualified intermediary, holding the net sales proceeds from relinquished property to be used for purchase of replacement property.
−Removed: Another Company wholly owned 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.
+Added: In administering tax-deferred like-kind exchanges pursuant to § 1031 of the IRC, the Company’s wholly owned subsidiary, Investors Title Exchange Corporation (“ITEC”), serves as a qualified intermediary, holding the net sales proceeds from relinquished property to be used for purchase of replacement property.
+Added: Another Company wholly owned subsidiary, Investors Title Accommodation Corporation (“ITAC”), serves as exchange accommodation titleholder and, through LLCs that are wholly owned subsidiaries of ITAC, holds property in reverse exchange transactions.
Like-kind exchange deposits and reverse exchange property totaled approximately $ 432.0 million and $ 763.9 million as of December 31, 2022 and 2021, respectively.
3 unchanged sentences
therefore, investment income is shown as other income rather than investment income.
−Removed: These like-kind exchange funds are primarily invested in money market and other short-term investments.
−Removed: Despite the widespread availability of vaccines, COVID-19 (including its variant strains) continues to impact U.S.
−Removed: states where the Company conducts business.
−Removed: The COVID-19 pandemic has negatively impacted worldwide economic activity and created significant volatility and disruptions of financial markets.
−Removed: In response, the U.S.
−Removed: government and its agencies have taken a number of significant measures to provide fiscal and monetary stimulus.
−Removed: Such actions have 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.
−Removed: Many such actions have lapsed or otherwise been reduced as time has passed since the onset of the pandemic.
−Removed: The Company has remained fully operational throughout the pandemic and did not have any reductions in workforce during 2021 or 2020.
−Removed: A large number of the Company's employees are performing their job functions remotely.
−Removed: The Company has not taken stimulus relief funding or incurred any other forms of debt.
+Added: These like-kind exchange funds are primarily invested in money market funds and other short-term investments.
Segment Information
1 unchanged sentence
The remaining immaterial segments have been combined into a group called “All Other.”
−Removed: The title insurance segment primarily issues title insurance policies through approved attorneys from underwriting offices and through independent issuing agents.
+Added: The title insurance segment primarily issues title insurance policies directly and through a network of agents.
Title insurance policies insure titles to real estate.
5 unchanged sentences
Insurance and other services revenues $ 294,851 $ 15,540 $ ( 24,373 ) $ 286,018
−Removed: Investment income 21,460 4,167 — 25,627
−Removed: Net realized gain on investments 779 1,090 — 1,869
+Added: Investment loss ( 9,333 ) ( 3,028 ) — ( 12,361 )
+Added: Net realized gains on investments 6,655 3,080 — 9,735
Total revenues $ 292,173 $ 15,592 $ ( 24,373 ) $ 283,392
8 unchanged sentences
Investment income 21,460 4,167 — 25,627
−Removed: Net realized gain (loss) on investments 334 ( 1 ) — 333
+Added: Net realized gains on investments 779 1,090 — 1,869
Total revenues $ 327,854 $ 20,078 $ ( 18,434 ) $ 329,498
18 unchanged sentences
Until the Rights become exercisable, they are evidenced only by the common stock certificates and are transferred with and only with such certificates.
−Removed: On October 31, 2012, the Plan was amended to, among other things, extend the expiration date of the plan from November 11, 2012 to October 31, 2022 and increase the exercise price of the stock purchase rights from $ 80 per unit to $ 220 per unit.
−Removed: In connection with the amendments to the Plan, the Board of Directors of the Company also amended the Company’s Articles of Incorporation to increase the number of shares designated under the rights plan as Series A Preferred Stock from 100 thousand shares to 200 thousand shares.
−Removed: There were 1.0 million shares of Preferred Stock authorized as of December 31, 2021 and 2020, with 200 thousand being designated Series A Preferred Stock.
+Added: On September 30, 2022, the Plan was amended to, among other things, extend the expiration date of the Plan from October 31, 2022 to September 30, 2032 and increase the exercise price of the stock purchase rights from $ 220 per unit to $ 525 per unit.
+Added: There were 1.0 million shares of Preferred Stock authorized as of December 31, 2022 and 2021, with 200,000 being designated Series A Preferred Stock.
Concentration of Credit Risk
6 unchanged sentences
Business Concentration
−Removed: The Company generates a significant amount of title insurance premiums in North Carolina, Texas, Georgia and South Carolina.
+Added: The Company generates a significant amount of title insurance premiums in North Carolina, Texas, South Carolina and Georgia.
In 2022 and 2021, these states generated the following percentage of total premiums written:
2 unchanged sentences
Texas 29.0 % 22.8 %
−Removed: Georgia 12.6 % 11.4 %
South Carolina 9.4 % 9.1 %
+Added: Georgia 9.2 % 12.6 %
Related Party Transactions
12 unchanged sentences
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.
−Removed: In accordance with ASC 350, Intangibles – Goodwill and Other , management determined that no events or changes in circumstances occurred during the periods ended December 31, 2021 and 2020 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired.
+Added: Management determined that no events or changes in circumstances occurred during the periods ended December 31, 2022 and 2021 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 as of December 31:
11 unchanged sentences
Goodwill and Title Plants
−Removed: As of December 31, 2021, the Company recognized $ 7.2 million in goodwill and $ 857 thousand in title plants, net of impairments, as the result of title insurance agency acquisitions.
+Added: As of December 31, 2022, the Company recognized $ 9.6 million in goodwill and $ 1.5 million in title plants, net of impairments, as the result of title insurance agency acquisitions.
The title plants are included with other assets in the 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.
−Removed: In accordance with ASC 350, management determined that no events or changes in circumstances occurred during the periods ended December 31, 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.
+Added: In accordance with FASB’s Accounting Standards Codification (“ASC”) 350, management determined that no events or changes in circumstances occurred during the periods ended December 31, 2022 and 2021 that would indicate the carrying amounts may not be recoverable, and therefore, determined that there were no goodwill or title plant impairments.
Accumulated Other Comprehensive Income
5 unchanged sentences
Beginning balance at January 1 $ 3,370 $ ( 144 ) $ 3,226
−Removed: Other comprehensive loss before reclassifications ( 1,085 ) — ( 1,085 )
+Added: Other comprehensive (loss) income before calculations ( 3,421 ) 180 ( 3,241 )
Amounts reclassified from accumulated other comprehensive income
−Removed: ( 15 ) — ( 15 )
−Removed: Net current-period other comprehensive loss ( 1,100 ) — ( 1,100 )
+Added: Net current-period other comprehensive (loss) income ( 3,206 ) 180 ( 3,026 )
Ending balance $ 164 $ 36 $ 200
4 unchanged sentences
Beginning balance at January 1 $ 4,470 $ ( 144 ) $ 4,326
−Removed: Other comprehensive income (loss) before reclassifications 991 ( 112 ) 879
+Added: Other comprehensive (loss) income before calculations ( 1,085 ) — ( 1,085 )
Amounts reclassified from accumulated other comprehensive income
−Removed: Net current-period other comprehensive income (loss) 1,338 ( 112 ) 1,226
+Added: ( 15 ) — ( 15 )
+Added: Net current-period other comprehensive loss ( 1,100 ) — ( 1,100 )
Ending balance $ 3,370 $ ( 144 ) $ 3,226
1 unchanged sentence
2022 (in thousands)
−Removed: Details about Accumulated Other
−Removed: Comprehensive Income Components Amount Reclassified from
−Removed: Accumulated Other
−Removed: Comprehensive Income Affected Line Item in the
+Added: Details about Accumulated Other Comprehensive Income Components
+Added: Amount Reclassified from
+Added: Accumulated Other Comprehensive Income
+Added: Affected Line Item in the
Statements of Operations
Unrealized gains and losses on available-for-sale securities:
−Removed: Net realized gain on investments $ 19
−Removed: Other-than-temporary impairments —
+Added: Net realized losses on investments $ ( 104 )
+Added: Impairments ( 172 )
Total $ ( 276 ) Net realized investment gains
3 unchanged sentences
2021 (in thousands)
−Removed: Details about Accumulated Other
−Removed: Comprehensive Income Components Amount Reclassified from
−Removed: Accumulated Other
−Removed: Comprehensive Income Affected Line Item in the
+Added: Details about Accumulated Other Comprehensive Income Components
+Added: Amount Reclassified from
+Added: Accumulated Other Comprehensive Income
+Added: Affected Line Item in the
Statements of Operations
Unrealized gains and losses on available-for-sale securities:
−Removed: Net realized gain on investments $ 30
−Removed: Other-than-temporary impairments ( 482 )
+Added: Net realized gains on investments $ 19
+Added: Impairments —
Total $ 19 Net realized investment gains
23 unchanged sentences
Net premiums written 248,632 273,885
−Removed: Investment-related revenue 27,496 13,353
+Added: Investment-related (loss) revenue ( 2,626 ) 27,496
Other 1,141 4,772
2 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.