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Item 9A. Controls and Procedures

2023-03-14 compared with 2022-03-14 · 47 added, 24 removed, 320 unchanged (18% of the section changed)

10 unchanged sentences

Reports of Management and Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Management has assessed, and the Company’s independent registered public accounting firm, Dixon Hughes Goodman LLP, has audited, the Company’s internal control over financial reporting as of December 31, 2021.

The reports of management and Dixon Hughes Goodman LLP thereon are included in Item 8 of this Annual Report on Form 10-K and are incorporated by reference herein.

Management has assessed, and the Company’s independent registered public accounting firm, FORVIS LLP, has audited, the Company’s internal control over financial reporting as of December 31, 2022.

The reports of management and FORVIS LLP thereon are included in Item 8 of this Annual Report on Form 10-K and are incorporated by reference herein.

OTHER INFORMATION

30 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information called for by this item is set forth under the captions “Certain Relationships and Related Transactions,” “Corporate Governance – Independent Directors” and “Proposals Requiring Your Vote – Proposal 1 – Election of Directors” set forth in the Company’s 2022 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.

The information called for by this item is set forth under the captions “Certain Relationships and Related Transactions,” “Corporate Governance – Independent Directors” and “Proposals Requiring Your Vote – Proposal 1 – Election of Directors” set forth in the 2023 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

41 unchanged sentences

Incorporated by reference to Exhibit 4.1 to Form 10-K for the year ended December 31, 2019, File No.

4.2 Amended and Restated Rights Agreement dated October 31, 2012, between the Company and Broadridge Issuer Solutions, Inc., as Rights Agent, dated October 31, 2012

4.2 Amended and Restated Rights Agreement , dated October 31, 2012, between the Company and Broadridge Issuer Solutions, Inc., as Rights Agent

Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 2, 2012, File No.

4.3 Amended and Restated Rights Agreement, dated September 30, 2022, between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent

Incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 3, 2022, File No.

10.1* Amended and Restated Employment Agreement effective January 1, 2009 for J.

24 unchanged sentences

Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2019, File No.

10.12* Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and J.

Allen Fine, dated May 4, 2022

Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022, File No.

10.13* Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and James A.

Fine, Jr., dated May 4, 2022

Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2022, File No.

10.14* Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and W.

Morris Fine, Jr., dated May 4, 2022

Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2022, File No.

10.15* Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and J.

Allen Fine, dated May 4, 2022

Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2022, File No.

10.16* Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and James A.

Fine, Jr., dated May 4, 2022

Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2022, File No.

10.17* Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and W.

Morris Fine, Jr., dated May 4, 2022

Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2022, File No.

16.1 Letter, dated June 7, 2022, from FORVIS, LLP to the U.S.

Securities and Exchange Commission

Incorporated by reference to Exhibit 16.1 to Form 8-K filed on June 7, 2022 , File No.

21 Subsidiaries of Registrant

22 unchanged sentences

Government obligations

$ 4,329 $ 4,322 $ 4,322

General obligations of U.S.

19 unchanged sentences

(1) Fixed maturity securities are shown at amortized cost and equity securities are shown at original cost.

(2) The above summary of investments does not include investments in related parties accounted for under the cost and equity methods of accounting in the amount of $ 2,539 .

(2) The above summary of investments does not include investments in related parties accounted for under the equity method or the measurement alternative methods of accounting in the amount of $ 2,161 .

(3) All fixed maturity securities presented are classified as available-for-sale and shown at estimated fair value.

9 unchanged sentences

Short-term investments

64,832 23,637

Investments in affiliated companies

27 unchanged sentences

Interest and dividends $ 990 $ 376

Net realized investment gains (losses) 1,050 ( 473 )

Net realized investment gains 2,680 1,050

Changes in the estimated fair value of equity security investments ( 3,419 ) 1,182

10 unchanged sentences

Income before Income Taxes 23,679 68,338

Provision (Benefit) for Income Taxes 1,318 ( 352 )

(Benefit) Provision for Income Taxes ( 224 ) 1,318

Net Income $ 23,903 $ 67,020

11 unchanged sentences

Net income $ 23,903 $ 67,020

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Equity in net earnings of subsidiaries ( 24,584 ) ( 61,372 )

2 unchanged sentences

Share-based compensation expense related to stock appreciation rights 362 299

Net gain on disposals of property ( 3,937 ) —

Net realized investment (gains) losses ( 92 ) 495

Net realized gain on other investments ( 958 ) ( 22 )

Net realized gains on disposal of property — ( 3,937 )

Net realized gains on securities ( 3,076 ) ( 92 )

Net realized losses (gains) on other investments 396 ( 958 )

Changes in the estimated fair value of equity security investments 3,419 ( 1,182 )

Net earnings from other investments ( 238 ) ( 90 )

Provision for deferred income taxes 1,214 73

Increase in receivables ( 2,660 ) ( 147 )

Decrease (increase) in income taxes receivable 2,487 ( 1,701 )

Decrease in other assets 175 114

Increase in current income taxes payable 433 —

Increase (decrease) in accounts payable and accrued liabilities 2,201 ( 158 )

Net cash provided by (used in) operating activities 3,449 ( 1,440 )

Net losses (earnings) from other investments 11 ( 238 )

(Benefit) provision for deferred income taxes ( 927 ) 1,214

Decrease (increase) in receivables 1,249 ( 2,660 )

(Increase) decrease in current income taxes receivable ( 2,799 ) 2,487

(Increase) decrease in other assets ( 153 ) 175

(Decrease) increase in current income taxes payable ( 433 ) 433

Increase in accounts payable and accrued liabilities 3,212 2,201

Net cash provided by operating activities 423 3,449

Investing Activities

16 unchanged sentences

Net cash used in financing activities ( 14,190 ) ( 45,904 )

Net Decrease in Cash and Cash Equivalents ( 3,096 ) ( 5,971 )

Net Increase (Decrease) in Cash and Cash Equivalents 2,866 ( 3,096 )

Cash and Cash Equivalents, Beginning of Period 584 3,680

16 unchanged sentences

Investors Title Commercial Agency, LLC 2,600 350

National Investors Holdings, LLC — 400

Total $ 55,643 $ 30,651

53 unchanged sentences

Hutson II, Director

Morton /s/ Elton C.

Morton, Director Elton C.

Parker, Jr., Director

Parker, Jr., Director James E.

Scott, Director

Speed, Jr., Director

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-K

Item 9A. Controls and Procedures