What changed in this filing

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Item 1. Financial Statements

2023-05-09 compared with 2022-11-08 · 182 added, 300 removed, 546 unchanged (47% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

As of September 30, 2022 and December 31, 2021

As of March 31, 2023 and December 31, 2022

(in thousands)

September 30,

2023 December 31,

1 unchanged sentence

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

September 30, 2022:

March 31, 2023:

December 31, 2022:

1 unchanged sentence

Equity securities, at fair value (cost:

September 30, 2022:

March 31, 2023:

December 31, 2022:

11 unchanged sentences

Goodwill and other intangible assets, net 17,265 17,611

Operating lease right-of-use assets 6,258 5,202

Lease assets 6,671 6,707

Other assets 2,475 2,458

6 unchanged sentences

31,216 47,050

Operating lease liabilities

Lease liabilities 6,826 6,839

Current income taxes payable

2 unchanged sentences

81,959 98,746

Commitments and Contingencies — —

Commitments and Contingencies (Note 7) — —

Stockholders’ Equity:

2 unchanged sentences

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

1,897 and 1,895 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively, excluding in each period 292 shares of common stock held by the Company)

1,898 and 1,897 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively, excluding in each period 292 shares of common stock held by the Company)

Retained earnings

241,278 240,811

Accumulated other comprehensive (loss) income ( 751 ) 3,226

Accumulated other comprehensive income 560 200

Total stockholders' equity

5 unchanged sentences

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2022 and 2021

For the Three Months Ended March 31, 2023 and 2022

(in thousands, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Net premiums written $ 38,966 $ 63,125

24 unchanged sentences

Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2022 and 2021

For the Three Months Ended March 31, 2023 and 2022

(in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Net income $ 1,181 $ 6,185

Other comprehensive loss, before income tax:

Other comprehensive income (loss), before income tax:

Accumulated postretirement benefit obligation adjustment 141 219

Net unrealized losses on investments arising during the period ( 1,595 ) ( 433 ) ( 5,537 ) ( 1,064 )

Reclassification adjustment for sale of securities included in net income 58 11 104 ( 19 )

Net unrealized gains (losses) on investments arising during the period 233 ( 2,764 )

Reclassification adjustment for write-down of securities included in net income 82 —

Other comprehensive loss, before income tax ( 1,485 ) ( 422 ) ( 5,043 ) ( 1,083 )

Other comprehensive income (loss), before income tax 456 ( 2,545 )

Income tax expense related to postretirement health benefits 30 46

Income tax benefit related to net unrealized losses on investments arising during the period ( 338 ) ( 91 ) ( 1,173 ) ( 225 )

Income tax expense (benefit) related to reclassification adjustment for sale of securities included in net income 12 2 22 ( 4 )

Income tax expense (benefit) related to net unrealized gains (losses) on investments arising during the period 47 ( 583 )

Income tax expense related to reclassification adjustment for write-down of securities included in net income 19 —

Net income tax benefit on other comprehensive loss ( 314 ) ( 89 ) ( 1,066 ) ( 229 )

Other comprehensive loss ( 1,171 ) ( 333 ) ( 3,977 ) ( 854 )

Net income tax expense (benefit) on other comprehensive income (loss) 96 ( 537 )

Other comprehensive income (loss) 360 ( 2,008 )

Comprehensive Income $ 1,541 $ 4,177

2 unchanged sentences

Consolidated Statements of Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2022 and 2021

For the Three Months Ended March 31, 2023 and 2022

(in thousands, except per share amounts)

Common Stock Retained Earnings Accumulated Other Comprehensive (Loss) Income Total

Stockholders’

Shares Amount

Balance, June 30, 2021

1,894 $ — $ 228,133 $ 3,805 $ 231,938

Net income 14,503 14,503

Dividends paid ($ 0.46 per share)

( 871 ) ( 871 )

Share-based compensation expense related to stock appreciation rights

Net unrealized loss on investments ( 333 ) ( 333 )

Balance, September 30, 2021

1,894 $ — $ 241,833 $ 3,472 $ 245,305

Balance, June 30, 2022

1,897 $ — $ 232,759 $ 420 $ 233,179

Net income 7,913 7,913

Dividends paid ($ 0.46 per share)

( 873 ) ( 873 )

Repurchases of common stock — ( 86 ) ( 86 )

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement benefit obligation adjustment 13 13

Net unrealized loss on investments ( 1,184 ) ( 1,184 )

Balance, September 30, 2022

1,897 $ — $ 239,792 $ ( 751 ) $ 239,041

Common Stock Retained Earnings Accumulated Other Comprehensive (Loss) Income Total

Common Stock Retained Earnings Accumulated Other Comprehensive Income Total

Stockholders’

8 unchanged sentences

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement benefit obligation adjustment 173 173

Net unrealized loss on investments ( 2,181 ) ( 2,181 )

Balance, September 30, 2021

Balance, March 31, 2022

1,897 $ — $ 231,274 $ 1,218 $ 232,492

4 unchanged sentences

( 873 ) ( 873 )

Repurchases of common stock — ( 86 ) ( 86 )

Exercise of stock appreciation rights

2 ( 1 ) ( 1 )

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement benefit obligation adjustment 111 111

Net unrealized loss on investments ( 4,157 ) ( 4,157 )

Balance, September 30, 2022

Net unrealized gain on investments 249 249

Balance, March 31, 2023

1,898 $ — $ 241,278 $ 560 $ 241,838

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2022 and 2021

For the Three Months Ended March 31, 2023 and 2022

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Operating Activities

Net income $ 1,181 $ 6,185

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

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

Depreciation 639 524

Amortization of investments, net 270 776

(Accretion) amortization of investments, net ( 865 ) 162

Amortization of other intangible assets, net 332 330

Share-based compensation expense related to stock appreciation rights 159 102

Net gain on disposals of property ( 50 ) ( 3,991 )

Net loss (gain) on disposals of property 50 ( 28 )

Net realized investment gains ( 7,280 ) ( 1,747 )

Net loss on other investments 47 —

Net change in estimated fair value of equity security investments 6,790 5,915

1 unchanged sentence

Provision for claims 1,068 176

(Benefit) provision for deferred income taxes ( 4,250 ) 2,953

Benefit for deferred income taxes ( 1,910 ) ( 1,148 )

Changes in assets and liabilities:

Increase in premium and fees receivable ( 241 ) ( 3,512 )

Decrease (increase) in premium and fees receivable 2,220 ( 897 )

Increase in other assets ( 265 ) ( 131 )

(Increase) decrease in operating lease right-of-use assets ( 1,056 ) 227

Increase in current income taxes receivable ( 3,164 ) —

(Decrease) increase in accounts payable and accrued liabilities ( 1,702 ) 1,907

Increase (decrease) in operating lease liabilities 1,060 ( 245 )

(Decrease) increase in current income taxes payable ( 3,329 ) 66

Decrease (increase) in lease assets 36 ( 2,119 )

Decrease in current income taxes receivable 1,174 —

Decrease in accounts payable and accrued liabilities ( 15,693 ) ( 9,163 )

(Decrease) increase in lease liabilities ( 13 ) 2,124

Increase in current income taxes payable 1,148 2,835

Payments of claims, net of recoveries ( 1,342 ) ( 564 )

Net cash provided by operating activities 20,303 35,690

Net cash (used in) provided by operating activities ( 13,092 ) 1,349

Investing Activities

3 unchanged sentences

Purchases of other investments ( 970 ) ( 275 )

Purchases of subsidiary, net of cash ( 4,927 ) —

Proceeds from sales and maturities of fixed maturity securities 4,712 9,140

2 unchanged sentences

Proceeds from sales and distributions of other investments 913 1,562

Proceeds from sales of other assets 30 1

Purchases of property ( 2,301 ) ( 908 )

Proceeds from the sale of property 243 32

Net cash (used in) provided by investing activities ( 13,386 ) 1,674

Net cash provided by (used in) investing activities 8,209 ( 333 )

Financing Activities

Repurchases of common stock ( 86 ) —

Exercise of stock appreciation rights — ( 1 )

1 unchanged sentence

Net cash used in financing activities ( 873 ) ( 874 )

Net Increase in Cash and Cash Equivalents 4,212 34,787

Net (Decrease) Increase in Cash and Cash Equivalents ( 5,756 ) 142

Cash and Cash Equivalents, Beginning of Period 35,311 37,168

1 unchanged sentence

Consolidated Statements of Cash Flows, continued

Nine Months Ended

September 30,

Three Months Ended

Supplemental Disclosures:

Cash Paid During the Year for:

Income tax payments, net $ 15,200 $ 9,913

Income tax refunds, net $ ( 32 ) $ ( 79 )

Non-Cash Investing and Financing Activities:

Non-cash net unrealized loss on investments, net of deferred tax benefit of $ 1,114 and $ 229 for September 30, 2022 and 2021, respectively

Non-cash net unrealized (gain) loss on investments, net of deferred tax (provision) benefit of $( 66 ) and $ 583 for March 31, 2023 and 2022, respectively

$ ( 249 ) $ 2,181

Adjustments to postretirement benefits obligation, net of deferred tax expense of $( 48 ) and $ 0 for September 30, 2022 and 2021, respectively

Adjustments to postretirement benefits obligation, net of deferred tax expense of $( 30 ) and $( 46 ) for March 31, 2023 and 2022, respectively

$ ( 111 ) $ ( 173 )

Changes in Financial Statement Amounts Related to Purchase of Subsidiaries, Net of Cash Received:

Goodwill and other intangibles acquired $ ( 2,984 ) $ —

Title plant acquired ( 500 ) —

Prepaid and other assets acquired ( 121 ) —

Fixed assets acquired ( 1,322 ) —

Purchase of subsidiary, net of cash received $ ( 4,927 ) $ —

Refer to notes to the Consolidated Financial Statements.

2 unchanged sentences

Notes to Consolidated Financial Statements

September 30, 2022

March 31, 2023

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 nine-month periods ended September 30, 2022 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2022 or any other interim period.

Operating results for the three-month period ended March 31, 2023 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2023 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.

2 unchanged sentences

Note 2 – Reserve for Claims

Activity in the reserve for claims for the nine-month period ended September 30, 2022 and the year ended December 31, 2021 is summarized as follows:

(in thousands) September 30, 2022 December 31, 2021

Activity in the reserve for claims for the three-month period ended March 31, 2023 and the year ended December 31, 2022 is summarized as follows:

(in thousands) March 31, 2023 December 31, 2022

Balance, beginning of period $ 37,192 $ 36,754

3 unchanged sentences

$ 36,918 $ 37,192

The total reserve for all reported and unreported losses the Company incurred through September 30, 2022 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 March 31, 2023 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 September 30, 2022.

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) September 30, 2022 % December 31, 2021 %

(in thousands, except percentages) March 31, 2023 % December 31, 2022 %

Known title claims $ 3,137 8.5 $ 3,250 8.7

10 unchanged sentences

Under the treasury stock method, when share-based awards are assumed to be 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 nine-month periods ended September 30:

The following table sets forth the computation of basic and diluted earnings per share for the three-month periods ended March 31:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts)

2022 2021 2022 2021

Net income $ 1,181 $ 6,185

2 unchanged sentences

Weighted average common shares outstanding – Diluted

1,897 1,900 1,898 1,899

Basic earnings per common share $ 0.62 $ 3.26

Diluted earnings per common share $ 0.62 $ 3.25

There were 26 thousand and 14 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended September 30, 2022 and 2021, respectively, due to the out-of-the-money status of the related share-based awards.

There were 13 thousand and 14 thousand potential shares excluded from the computation of diluted earnings per share for the nine-month periods ended September 30, 2022 and 2021, respectively, due to the out-of-the-money status of the related share-based awards.

There were 24 thousand and 0 potential shares excluded from the computation of diluted earnings per share for the three-month periods ended March 31, 2023 and 2022, respectively, due to the out-of-the-money status of the related share-based awards.

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.

There is currently one active plan from which the Company may grant share-based awards.

There is currently 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.

SARs give the holder the right to receive stock equal to the appreciation in the value of shares of stock from the grant date for a specified period of time, and as a result, are accounted for as equity instruments.

As of September 30, 2022, the only outstanding awards under the plans were SARs, which expire within seven years or less from the date of grant.

As of March 31, 2023, 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.

12 unchanged sentences

SARs exercised ( 2 ) 93.87

Outstanding as of September 30, 2022 41 $ 157.51 4.29 $ 219

Exercisable as of September 30, 2022 28 $ 162.15 3.53 $ 210

Unvested as of September 30, 2022 13 $ 147.24 5.96 $ 9

During the second quarters of both 2022 and 2021, the Company issued 5 thousand share-settled SARs to directors of the Company.

During the third quarter of 2022, the Company also issued 5 thousand share-settled SARs to employees of the Company.

There were no such third quarter issuances in 2021.

The fair value of each award is estimated on the date of grant using the Black-Scholes option valuation model.

Outstanding as of March 31, 2023 38 $ 163.31 4.12 $ 171

Exercisable as of March 31, 2023 29 $ 169.40 3.69 $ 104

Unvested as of March 31, 2023 9 $ 143.36 5.51 $ 67

During the first quarter of 2023, the Company issued 1 thousand share-settled SARs to a non-executive employee of the Company.

There were no such first quarter issuances in 2022.

The fair value of each SAR is estimated on the date of grant using the Black-Scholes option valuation model with the weighted average assumptions noted in the table shown below.

Expected volatilities are based on both the implied and historical volatility of the Company’s stock.

3 unchanged sentences

Treasury yield curve in effect at the time of the grant.

The weighted average fair value for the SARs issued during 2022 and 2021 were $ 62.60 and $ 59.83 , respectively, and were estimated using the weighted average assumptions shown in the table below:

The weighted average fair value for the SARs issued during 2023 was $ 61.56 , estimated using the weighted average assumptions shown in the table below:

Expected Life in Years 6.2

2 unchanged sentences

Yield Rate 1.2 %

There was approximately $ 259 thousand and $ 206 thousand of compensation expense relating to SARs vesting on or before September 30, 2022 and 2021, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of September 30, 2022, there was $ 644 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

There was approximately $ 159 thousand and $ 102 thousand of compensation expense relating to SARs vesting on or before March 31, 2023 and 2022, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of March 31, 2023, there was $ 427 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 September 30, 2022 and 2021:

Three Months Ended

September 30, 2022 (in thousands) Title

Insurance All

Other Intersegment Eliminations Total

Insurance and other services revenues $ 78,812 $ 4,102 $ ( 6,164 ) $ 76,750

Investment loss ( 982 ) ( 251 ) — ( 1,233 )

Net realized gain on investments 1,582 899 — 2,481

Total revenues $ 79,412 $ 4,750 $ ( 6,164 ) $ 77,998

Operating expenses 71,516 2,406 ( 6,012 ) 67,910

Income before income taxes $ 7,896 $ 2,344 $ ( 152 ) $ 10,088

Total assets $ 250,116 $ 82,687 $ — $ 332,803

Provided below is selected financial information about the Company's operations by segment for the periods ended March 31, 2023 and 2022:

Three Months Ended

September 30, 2021 (in thousands) Title

Insurance All

Other Intersegment Eliminations Total

Insurance and other services revenues $ 79,704 $ 2,776 $ ( 3,609 ) $ 78,871

Investment income 1,762 515 — 2,277

Net realized gain on investments 235 33 — 268

Total revenues $ 81,701 $ 3,324 $ ( 3,609 ) $ 81,416

Operating expenses 64,022 2,414 ( 3,457 ) 62,979

Income before income taxes $ 17,679 $ 910 $ ( 152 ) $ 18,437

Total assets $ 256,588 $ 78,842 $ — $ 335,430

Nine Months Ended

September 30, 2022 (in thousands) Title

March 31, 2023 (in thousands) Title

Insurance All

1 unchanged sentence

Insurance and other services revenues $ 46,166 $ 5,743 $ ( 3,836 ) $ 48,073

Investment loss ( 12,154 ) ( 2,897 ) — ( 15,051 )

Investment (loss) income ( 4,583 ) 620 — ( 3,963 )

Net realized gain on investments 7,110 123 — 7,233

2 unchanged sentences

Operating expenses 50,724 2,723 ( 3,665 ) 49,782

Income before income taxes $ 20,356 $ 933 $ ( 455 ) $ 20,834

(Loss) income before income taxes $ ( 2,031 ) $ 3,763 $ ( 171 ) $ 1,561

$ 231,894 $ 91,903 $ — $ 323,797

Nine Months Ended

September 30, 2021 (in thousands) Title

Three Months Ended

March 31, 2022 (in thousands) Title

Insurance All

1 unchanged sentence

Insurance and other services revenues $ 73,065 $ 2,737 $ ( 4,888 ) $ 70,914

Investment income 12,662 2,021 — 14,683

Investment loss ( 1,628 ) ( 2,035 ) — ( 3,663 )

Net realized gain on investments 51 1,696 — 1,747

2 unchanged sentences

Operating expenses 63,188 2,753 ( 4,736 ) 61,205

Income before income taxes $ 55,041 $ 6,448 $ ( 449 ) $ 61,040

Income (loss) before income taxes $ 8,300 $ ( 355 ) $ ( 152 ) $ 7,793

$ 275,729 $ 52,668 $ — $ 328,397

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 $ 14.2 million and $ 13.4 million as of September 30, 2022 and December 31, 2021, respectively.

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 $ 15.0 million as of March 31, 2023 and December 31, 2022.

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 September 30, 2022 and 2021:

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended March 31, 2023 and 2022:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022

1 unchanged sentence

Interest cost on the projected benefit obligation 10 6

Amortization of unrecognized loss 4 — — —

Amortization of unrecognized gain ( 7 ) —

Net periodic benefit cost $ 3 $ 6

2 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 September 30, 2022 (in thousands) Amortized

As of March 31, 2023 (in thousands) Amortized

Losses Estimated Fair

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

Government obligations $ 1,450 $ — $ ( 1 ) $ 1,449

General obligations of U.S.

9 unchanged sentences

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

Government obligations $ 4,329 $ — $ ( 7 ) $ 4,322

General obligations of U.S.

7 unchanged sentences

The special revenue category for both periods presented includes approximately 40 individual fixed maturity securities with revenue sources from a variety of industry sectors.

The scheduled maturities of fixed maturity securities at September 30, 2022 are as follows:

The scheduled maturities of fixed maturity securities at March 31, 2023 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 September 30, 2022 and December 31, 2021:

Less than 12 Months 12 Months or Longer Total

As of September 30, 2022 (in thousands) Estimated

As of March 31, 2023 (in thousands) Estimated

Value Unrealized

3 unchanged sentences

Value Unrealized

Government obligations $ 1,449 $ ( 1 ) $ — $ — $ 1,449 $ ( 1 )

General obligations of U.S.

states, territories and political subdivisions 2,752 ( 18 ) — — 2,752 ( 18 )

Special revenue issuer obligations of U.S.

2 unchanged sentences

Corporate debt securities 3,941 ( 24 ) 397 ( 5 ) 4,338 ( 29 )

Total temporarily impaired securities

$ 41,261 $ ( 1,385 ) $ 1,149 $ ( 4 ) $ 42,410 $ ( 1,389 )

Total $ 11,895 $ ( 78 ) $ 2,554 $ ( 45 ) $ 14,449 $ ( 123 )

Less than 12 Months 12 Months or Longer Total

5 unchanged sentences

Value Unrealized

Government obligations $ 4,322 $ ( 7 ) $ — $ — $ 4,322 $ ( 7 )

General obligations of U.S.

states, territories and political subdivisions 3,221 ( 36 ) — — 3,221 ( 36 )

Special revenue issuer obligations of U.S.

3 unchanged sentences

6,498 ( 68 ) — — 6,498 ( 68 )

Total temporarily impaired securities

$ 8,493 $ ( 13 ) $ 7,305 $ ( 37 ) $ 15,798 $ ( 50 )

Total $ 26,609 $ ( 327 ) $ 1,100 $ ( 3 ) $ 27,709 $ ( 330 )

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.

The current 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.

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 54 and 9 fixed maturity securities had unrealized losses at September 30, 2022 and December 31, 2021, respectively.

The decline in the 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.

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 45 and 51 fixed maturity securities had unrealized losses at March 31, 2023 and December 31, 2022, 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.

The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline.

The Company believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in market interest rates and other market conditions, and therefore the unrealized loss is recorded in accumulated other comprehensive (loss) income.

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 $ 162 thousand in other-than-temporary impairment charges related to fixed maturity securities for the nine-month period ended September 30, 2022 and had no recorded other-than-temporary impairment charges for nine-month period ended September 30, 2021.

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

The Company recorded $ 82 thousand in impairment charges related to fixed maturity securities for the three-month period ended March 31, 2023, and had no recorded impairment charges for the three-month period ended March 31, 2022.

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

Investments in Equity Securities

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

As of September 30, 2022 (in thousands)

As of March 31, 2023 (in thousands)

Cost Estimated Fair

9 unchanged sentences

Net Realized Investment Gains

Gross realized gains and losses on sales of investments for the nine-month periods ended September 30, 2022 and 2021 are summarized as follows:

Gross realized gains and losses on sales of investments for the three-month periods ended March 31, 2023 and 2022 are summarized as follows:

(in thousands) 2023 2022

Gross realized gains from securities:

Corporate debt securities $ — $ 53

Common stocks

$ 7,483 $ 1,747

Gross realized losses from securities:

Corporate debt securities

$ 7,483 $ 1,747

Gross realized losses from securities:

Common stocks

3 unchanged sentences

Net realized gains from securities $ 7,280 $ 1,747

Gross realized gains (losses) on other investments:

Gains on other investments

Gross realized losses on other investments:

Losses on other investments $ ( 47 ) $ —

$ ( 379 ) $ 1

Net realized investment gains $ 7,233 $ 1,747

3 unchanged sentences

These entities are considered VIEs as the equity investors at risk, including the Company, do not have the power over the activities that most significantly impact the economic performance of the entities;

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 September 30, 2022:

this power resides with a third-party general partner or managing member that cannot be removed except for cause and no participation rights exist.

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

5 unchanged sentences

Valuation of Financial Assets

The Financial Accounting Standards Board has established a valuation hierarchy for disclosure of the inputs used to measure estimated fair value of financial assets and liabilities, such as securities.

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.

Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.

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.

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

As of September 30, 2022 and December 31, 2021, the Company did not adjust any Level 2 fair values.

As of March 31, 2023 and December 31, 2022, 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.

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The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of these investments and makes any necessary adjustments.

Notes Receivable

Notes receivable are recorded at amortized cost basis and are included in prepaid expenses and other receivables in the unaudited Consolidated Balance Sheets.

The amortized cost basis is the amount at which a receivable is originated and adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, collection of cash, writeoffs, foreign exchange, and fair value hedge accounting adjustments.

The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of these investments and makes any necessary adjustments.

Accrued interest and dividends

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 September 30, 2022 and December 31, 2021:

As of September 30, 2022 (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 March 31, 2023 and December 31, 2022:

As of March 31, 2023 (in thousands) Level 1 Level 2 * Level 3 Total

Fixed maturity securities:

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*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 September 30, 2022 and December 31, 2021:

As of September 30, 2022 (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 March 31, 2023 and December 31, 2022:

As of March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total

Financial assets:

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Short-term investments:

Money market funds and US treasury bills 80,785 — — 80,785

Other investments:

Equity investments in unconsolidated affiliates, measurement alternative

— — 8,852 8,852

Money market funds and U.S.

treasury bills 105,662 — — 105,662

$ 178,932 $ — $ — $ 178,932

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Short-term investments:

Money market funds 45,930 — — 45,930

Other investments:

Equity investments in unconsolidated affiliates, measurement alternative

— — 8,688 8,688

Money market funds and U.S.

treasury bills 103,649 — — 103,649

$ 191,523 $ — $ — $ 191,523

The Company did not hold any Level 3 category debt or marketable equity investment securities as of September 30, 2022 or December 31, 2021.

The Company did not hold any Level 3 category debt or marketable equity investment securities as of March 31, 2023 or December 31, 2022.

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

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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.

Certain equity investments under the measurement alternative are measured at estimated fair value on a non-recurring basis and are reviewed for impairment quarterly.

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 nine-month period ended September 30, 2022 or the twelve-month period ended December 31, 2021.

The following table presents a rollforward of equity investments under the measurement alternative as of September 30, 2022 and December 31, 2021:

(in thousands) Balance,

January 1, 2022 Amounts Impaired Observable Changes Purchases and

Paid Sales, Returns of Capital and Other Reductions Balance,

September 30, 2022

Other investments:

Certain equity investments under the measurement alternative and notes receivable are measured at estimated fair value on a non-recurring basis and are reviewed for impairment quarterly.

If any such investment is determined to be 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 three-month period ended March 31, 2023 or the twelve-month period ended December 31, 2022.

The following table presents assets measured at fair value on a non-recurring basis at the time of impairment as of March 31, 2023 and December 31, 2022:

As of March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total

Financial assets:

Equity investments in unconsolidated affiliates, measurement alternative $ — $ — $ 9,264 $ 9,264

$ 8,688 $ — $ — $ 1,037 $ ( 873 ) $ 8,852

Notes receivable — — 2,605 2,605

$ — $ — $ 11,869 $ 11,869

(in thousands) Balance,

January 1, 2021 Amounts Impaired Observable Changes Purchases and

Paid Sales, Returns of Capital and Other Reductions Balance,

December 31, 2021

Other investments:

As of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total

Financial assets:

Equity investments in unconsolidated affiliates, measurement alternative $ — $ — $ 8,915 $ 8,915

$ 8,741 $ — $ — $ 1,543 $ ( 1,596 ) $ 8,688

Notes receivable — — 1,921 1,921

Total $ — $ — $ 10,836 $ 10,836

Note 7 – Commitments and Contingencies

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however, the Company remains contingently liable for the disposition of these deposits.

Like-Kind Exchanges Proceeds – 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.

Another 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.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 477.9 million and $ 763.9 million as of September 30, 2022 and December 31, 2021, respectively.

Like-Kind Exchange Proceeds – 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.

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 $ 343.0 million and $ 432.0 million as of March 31, 2023 and December 31, 2022, respectively.

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

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

COVID-19 – COVID-19 could continue to affect the Company in a number of ways including, but not limited to, the impact of 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.

Note 8 – Related Party Transactions

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(in thousands) As of

September 30, 2022 As of

March 31, 2023 As of

December 31, 2022

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(in thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Net premiums written $ 4,133 $ 6,584

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Note 9 – Intangible Assets, Goodwill and Title Plants

The Company evaluates nonorganic growth opportunities, such as acquisitions of title insurance agencies, from time to time in the ordinary course of business.

During the nine-month period ended September 30, 2022, a subsidiary of the Company acquired a title insurance agency, now wholly owned, doing business in the state of Texas.

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 nine-month periods ended September 30, 2022 and 2021 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired.

Management determined that no events or changes in circumstances occurred during the three-month periods ended March 31, 2023 and 2022 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

September 30, 2022 As of

March 31, 2023 As of

December 31, 2022

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$ 7,641 $ 7,986

The following table provides the estimated aggregate amortization expense for each of the five succeeding fiscal years:

The following table provides the estimated aggregate amortization expense, as of March 31, 2023, for each of the five succeeding fiscal years:

Year Ended (in thousands)

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Goodwill and Title Plants

As of September 30, 2022, the Company recognized $ 9.6 million in goodwill and $ 1.4 million in title plants, net of impairments, as the result of title insurance agency acquisitions.

As of March 31, 2023, 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 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 nine-month periods ended September 30, 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.

Note 10 – Accumulated Other Comprehensive (Loss) Income

The following table provides changes in the balances of each component of accumulated other comprehensive income, net of tax, for the three- and nine-month periods ended September 30, 2022 and 2021:

Three Months Ended

September 30, 2022 (in thousands) Unrealized Gains and Losses

On Available-for-Sale

Securities Postretirement

Benefits Plans

Beginning balance at June 30

$ 397 $ 23 $ 420

Other comprehensive (loss) income before calculations ( 1,257 ) 13 ( 1,244 )

Amounts reclassified from accumulated other comprehensive (loss) income

Net current-period other comprehensive (loss) income ( 1,184 ) 13 ( 1,171 )

Ending balance $ ( 787 ) $ 36 $ ( 751 )

In accordance with FASB's Accounting Standards Codification ("ASC") 350, the Company determined that no events or changes in circumstances occurred during the three-month periods ended March 31, 2023 and 2022 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 table provides changes in the balances of each component of accumulated other comprehensive income, net of tax, for the three-month periods ended March 31, 2023 and 2022:

Three Months Ended

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

On Available-for-Sale

Securities Postretirement

Benefits Plans Total

Beginning balance at June 30

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

Other comprehensive (loss) income before calculations ( 342 ) — ( 342 )

Amounts reclassified from accumulated other comprehensive (loss) income

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

Ending balance

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

Nine Months Ended

September 30, 2022 (in thousands) Unrealized Gains and Losses

March 31, 2023 (in thousands) Unrealized Gains and Losses

On Available-for-Sale

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Beginning balance at January 1 $ 164 $ 36 $ 200

Other comprehensive (loss) income before calculations ( 4,364 ) 180 ( 4,184 )

Amounts reclassified from accumulated other comprehensive (loss) income

Net current-period other comprehensive (loss) income ( 4,157 ) 180 ( 3,977 )

Other comprehensive income before calculations 186 111 297

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive income 249 111 360

Ending balance $ 413 $ 147 $ 560

Nine Months Ended

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

Three Months Ended

March 31, 2022 (in thousands) Unrealized Gains and Losses

On Available-for-Sale

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Other comprehensive (loss) income before calculations ( 2,181 ) 173 ( 2,008 )

Amounts reclassified from accumulated other comprehensive (loss) income

( 15 ) — ( 15 )

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive (loss) income ( 2,181 ) 173 ( 2,008 )

1 unchanged sentence

$ 1,189 $ 29 $ 1,218

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive (loss) income for the three- and nine-month periods ended September 30, 2022 and 2021:

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three-month periods ended March 31, 2023 and 2022:

Three Months Ended

September 30, 2022 (in thousands)

Details about Accumulated Other Comprehensive (Loss) Income Components

Amount Reclassified from Accumulated Other Comprehensive (Loss) Income

March 31, 2023 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified from Accumulated Other Comprehensive Income

Affected Line Item in the Consolidated Statements of Operations

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

Net realized loss on investments $ ( 58 )

Net realized gain on investments $ —

Write-down of securities ( 82 )

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Three Months Ended

September 30, 2021 (in thousands)

Details about Accumulated Other Comprehensive (Loss) Income Components

Amount Reclassified from Accumulated Other Comprehensive (Loss) Income

Affected Line Item in the Consolidated Statements of Operations

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

Net realized loss on investments $ ( 11 )

Write-down of securities —

Total $ ( 11 ) Net realized investment gains

Tax 2 Provision for income taxes

Net of Tax $ ( 9 )

Reclassifications for the period $ ( 9 )

Nine Months Ended

September 30, 2022 (in thousands)

Details about Accumulated Other Comprehensive (Loss) Income Components

Amount Reclassified from Accumulated Other Comprehensive (Loss) Income

Affected Line Item in the Consolidated Statements of Operations

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

Net realized loss on investments $ ( 104 )

Write-down of securities ( 162 )

Total $ ( 266 ) Net realized investment gains

Tax 59 Provision for income taxes

Net of Tax $ ( 207 )

Reclassifications for the period $ ( 207 )

Nine Months Ended

September 30, 2021 (in thousands)

Details about Accumulated Other Comprehensive (Loss) Income Components

Amount Reclassified from Accumulated Other Comprehensive (Loss) Income

March 31, 2022 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified from Accumulated Other Comprehensive Income

Affected Line Item in the Consolidated Statements of Operations

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Note 11 – Revenue from Contracts with Customers

GAAP requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts, and therefore is primarily applicable to the following Company revenue categories.

ASC 606, Revenue from Contracts with Customers , requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts;

and therefore is primarily applicable to the following Company revenue categories.

Escrow and other title-related fees:

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Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022

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These leases are accounted for as operating leases, with lease expense recognized on a straight-line basis over the term of the lease.

A portion of the Company's current leases include an option to extend or cancel the lease term.

The Company occasionally assumes equipment lease agreements through business acquisitions.

These leases are accounted for as finance leases.

Included in a portion of the Company's current leases is an option to extend or cancel the lease term.

The exercise of such an option is solely at the Company's discretion.

The operating lease liability recorded in the unaudited 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.

The Company, in determining the present value of lease payments, utilized the average rate over a 10-year term based upon the Moody's seasoned Aaa corporate bond yields, as explicit rates of interest were not readily determinable in the lease contracts.

The lease liability recorded in the unaudited 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.

The Company does not carry debt;

1 unchanged sentence

Lease expense is included in office and technology expenses in the unaudited Consolidated Statements of Operations.

Information regarding the Company’s operating leases follows:

Information regarding the Company’s leases follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022

Operating leases $ 672 $ 563

Finance leases:

Amortization of lease assets 54 —

Interest on lease liabilities 7 —

Short-term leases (b) 52 67

3 unchanged sentences

(b) Leases with an initial term of twelve months or less are not recorded on the unaudited Consolidated Balance Sheets.

Components of the operating lease liability presented on the unaudited Consolidated Balance Sheets are as follows:

Components of the lease liability presented on the unaudited Consolidated Balance Sheets are as follows:

(in thousands) As of

September 30, 2022 As of

March 31, 2023 As of

December 31, 2022

Operating lease liabilities $ 1,427 $ 1,693

Finance lease liabilities 171 218

Operating lease liabilities 4,708 4,401

Total operating lease liabilities $ 6,389 $ 5,329

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, 2022, are summarized as follows:

Year Ended (in thousands)

Finance lease liabilities 520 527

Total lease liabilities $ 6,826 $ 6,839

The future minimum lease payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of March 31, 2023, are summarized as follows:

Year Ended (in thousands) Operating Leases Finance Leases Total

2023 $ 1,584 $ 181 $ 1,765

2024 2,090 201 2,291

2025 1,584 171 1,755

2026 958 134 1,092

2027 266 51 317

Thereafter 50 — 50

1 unchanged sentence

present value adjustment ( 397 ) ( 47 ) ( 444 )

Operating lease liabilities $ 6,389

Lease liabilities $ 6,135 $ 691 $ 6,826

Supplemental lease information is as follows:

September 30, 2022 As of

March 31, 2023 As of

December 31, 2022

Weighted average remaining lease term (years)

Operating Leases 2.03 3.43

Finance Leases 3.59 3.80

Weighted average discount rate

Operating Leases 3.9 % 3.9 %

Finance Leases 3.7 % 3.7 %

The Company does not have any material pending operating or financing lease agreements that become effective in future periods.

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