What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-08 compared with 2023-08-09 · 161 added, 144 removed, 708 unchanged (30% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

As of June 30, 2023 and December 31, 2022

As of September 30, 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:

June 30, 2023:

September 30, 2023:

December 31, 2022:

1 unchanged sentence

Equity securities, at fair value (cost:

June 30, 2023:

September 30, 2023:

December 31, 2022:

30 unchanged sentences

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

1,891 and 1,897 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively, excluding in each period 292 shares of common stock held by the Company)

1,891 and 1,897 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively, excluding in each period 292 shares of common stock held by the Company)

Retained earnings

253,423 240,811

Accumulated other comprehensive income 161 200

Accumulated other comprehensive (loss) income ( 755 ) 200

Total stockholders' equity

5 unchanged sentences

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2023 and 2022

For the Three and Nine Months Ended September 30, 2023 and 2022

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

4 unchanged sentences

Other investment income 514 2,173 2,915 4,616

Net investment gains (losses) 1,092 ( 10,134 ) 1,535 ( 14,302 )

Net investment (losses) gains ( 815 ) ( 2,154 ) 720 ( 16,456 )

Other 257 277 647 924

17 unchanged sentences

Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended June 30, 2023 and 2022

For the Three and Nine Months Ended September 30, 2023 and 2022

(in thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

1 unchanged sentence

Other comprehensive loss, before income tax:

Accumulated postretirement benefit obligation adjustment ( 7 ) ( 8 ) 134 211

Accumulated postretirement (benefit) expense obligation adjustment ( 7 ) 17 127 228

Net unrealized losses on investments arising during the period ( 1,250 ) ( 1,595 ) ( 1,547 ) ( 5,537 )

12 unchanged sentences

Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended June 30, 2023 and 2022

For the Three and Nine Months Ended September 30, 2023 and 2022

(in thousands, except per share amounts)

Common Stock Retained Earnings Accumulated Other Comprehensive Income Total

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

Stockholders’

Shares Amount

Balance, March 31, 2022

Balance, June 30, 2022

1,897 $ — $ 232,759 $ 420 $ 233,179

2 unchanged sentences

( 873 ) ( 873 )

Repurchases of common stock — ( 86 ) ( 86 )

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement benefit obligation adjustment ( 6 ) ( 6 )

Accumulated postretirement benefit obligation adjustment, net of tax 13 13

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

Balance, June 30, 2022

Balance, September 30, 2022

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

Balance, March 31, 2023

Balance, June 30, 2023

1,891 $ — $ 247,092 $ 161 $ 247,253

2 unchanged sentences

( 870 ) ( 870 )

Repurchases of common stock ( 7 ) ( 959 ) ( 959 )

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement benefit obligation adjustment ( 5 ) ( 5 )

Accumulated postretirement benefit obligation adjustment, net of tax ( 6 ) ( 6 )

Net unrealized loss on investments ( 910 ) ( 910 )

Balance, June 30, 2023

Balance, September 30, 2023

1,891 $ — $ 253,423 $ ( 755 ) $ 252,668

Common Stock Retained Earnings Accumulated Other Comprehensive Income Total

Consolidated Statements of Stockholders’ Equity, continued

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

Stockholders’

5 unchanged sentences

( 2,618 ) ( 2,618 )

Repurchases of common stock — ( 86 ) ( 86 )

Exercise of stock appreciation rights

1 unchanged sentence

Share-based compensation expense related to stock appreciation rights 259 259

Accumulated postretirement benefit obligation adjustment 167 167

Accumulated postretirement benefit obligation adjustment, net of tax 180 180

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

Balance, June 30, 2022

Balance, September 30, 2022

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

7 unchanged sentences

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement benefit obligation adjustment 106 106

Accumulated postretirement benefit obligation adjustment, net of tax 100 100

Net unrealized loss on investments ( 1,055 ) ( 1,055 )

Balance, June 30, 2023

Balance, September 30, 2023

1,891 $ — $ 253,423 $ ( 755 ) $ 252,668

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2023 and 2022

For the Nine Months Ended September 30, 2023 and 2022

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Operating Activities

13 unchanged sentences

Increase in other assets ( 4,029 ) ( 873 )

Increase in lease assets ( 123 ) ( 1,359 )

Decrease (increase) in lease assets 275 ( 1,056 )

Decrease (increase) in current income taxes receivable 1,174 ( 3,164 )

Decrease in accounts payable and accrued liabilities ( 16,204 ) ( 1,702 )

Increase in lease liabilities 210 1,375

(Decrease) increase in lease liabilities ( 200 ) 1,060

Increase (decrease) in current income taxes payable 1,008 ( 3,329 )

10 unchanged sentences

Proceeds from sales and maturities of short-term investments 115,829 24,372

Proceeds from sales and distributions of other investments 1,657 3,054

Proceeds from sales and distributions of other investments and assets 3,327 4,523

Purchases of property ( 6,621 ) ( 3,980 )

6 unchanged sentences

Net cash used in financing activities ( 3,575 ) ( 2,705 )

Net Decrease in Cash and Cash Equivalents ( 9,127 ) ( 1,682 )

Net (Decrease) Increase in Cash and Cash Equivalents ( 4,900 ) 4,212

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

1 unchanged sentence

Consolidated Statements of Cash Flows, continued

Six Months Ended

Nine Months Ended

September 30,

Supplemental Disclosures:

2 unchanged sentences

Non-Cash Investing and Financing Activities:

Non-cash net unrealized loss on investments, net of deferred tax benefit of $ 40 and $ 835 for June 30, 2023 and 2022, respectively

Non-cash net unrealized loss on investments, net of deferred tax benefit of $ 284 and $ 1,114 for September 30, 2023 and 2022, respectively

$ 1,055 $ 4,157

Adjustments to postretirement benefits obligation, net of deferred tax expense of $( 28 ) and $( 44 ) for June 30, 2023 and 2022, respectively

Adjustments to postretirement benefits obligation, net of deferred tax expense of $( 27 ) and $( 48 ) for September 30, 2023 and 2022, respectively

$ ( 100 ) $ ( 180 )

9 unchanged sentences

Notes to Consolidated Financial Statements

June 30, 2023

September 30, 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 six-month periods ended June 30, 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.

Operating results for the three- and nine-month periods ended September 30, 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.

Reclassifications – Certain amounts have been reclassified for consistency with the current period presentation.

5 unchanged sentences

Note 2 – Reserve for Claims

Activity in the reserve for claims for the six-month period ended June 30, 2023 and the year ended December 31, 2022 are summarized as follows:

(in thousands) June 30, 2023 December 31, 2022

Activity in the reserve for claims for the nine-month period ended September 30, 2023 and the year ended December 31, 2022 are summarized as follows:

(in thousands) September 30, 2023 December 31, 2022

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

3 unchanged sentences

$ 37,494 $ 37,192

The total reserve for all reported and unreported losses the Company incurred through June 30, 2023 is represented by the reserve for claims on the unaudited Consolidated Balance Sheets.

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

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

1 unchanged sentence

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

(in thousands, except percentages) June 30, 2023 % December 31, 2022 %

(in thousands, except percentages) September 30, 2023 % December 31, 2022 %

Known title claims $ 3,292 8.8 $ 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 six-month periods ended June 30:

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts)

7 unchanged sentences

Diluted earnings per common share $ 3.75 $ 4.17 $ 8.37 $ 8.63

There were 17 thousand and 13 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended June 30, 2023 and 2022, respectively, due to the out-of-the-money status of the related share-based awards.

There were 24 thousand and 13 thousand potential shares excluded from the computation of diluted earnings per share for the six-month periods ended June 30, 2023 and 2022, respectively, due to the out-of-the-money status of the related share-based awards.

There were 24 thousand and 26 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended September 30, 2023 and 2022, respectively, due to the out-of-the-money status of the related share-based awards.

There were 24 thousand and 13 thousand potential shares excluded from the computation of diluted earnings per share for the nine-month periods ended September 30, 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.

2 unchanged sentences

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 June 30, 2023, the only outstanding awards under the plans were SARs, which expire within seven years or less from the date of grant.

As of September 30, 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 June 30, 2023 42 $ 160.83 4.19 $ 127

Exercisable as of June 30, 2023 30 $ 168.30 3.57 $ 84

Unvested as of June 30, 2023 12 $ 142.46 5.71 $ 43

During the second quarter of 2023, the Company issued 4 thousand share-settled SARs to directors of the Company.

During the second quarter of 2022, the Company issued 5 thousand share-settled SARs to directors of the Company.

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.

Outstanding as of September 30, 2023 42 $ 160.83 3.94 $ 166

Exercisable as of September 30, 2023 32 $ 166.57 3.52 $ 110

Unvested as of September 30, 2023 10 $ 142.51 5.28 $ 56

During the third quarter of 2023, the Company did not issue share-settled SARs to either employees or directors of the Company.

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

During the first two quarters of 2023, the Company issued 5 thousand share-settled SARs to directors of the Company.

During the first two quarters of 2022, the Company issued 5 thousand share-settled SARs to directors of the Company.

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

9 unchanged sentences

Yield Rate 1.2 % 0.6 %

There was approximately $ 220 thousand and $ 180 thousand of compensation expense relating to SARs vesting on or before June 30, 2023 and 2022, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of June 30, 2023, there was $ 611 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

There was approximately $ 337 thousand and $ 259 thousand of compensation expense relating to SARs vesting on or before September 30, 2023 and 2022, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of September 30, 2023, there was $ 494 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

Note 4 – Segment Information

3 unchanged sentences

Title insurance policies insure titles to real estate.

Provided below is selected financial information about the Company's operations by segment for the periods ended June 30, 2023 and 2022:

Provided below is selected financial information about the Company's operations by segment for the periods ended September 30, 2023 and 2022:

Three Months Ended

June 30, 2023 (in thousands) Title

September 30, 2023 (in thousands) Title

Insurance All

7 unchanged sentences

Three Months Ended

June 30, 2022 (in thousands) Title

September 30, 2022 (in thousands) Title

Insurance All

1 unchanged sentence

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

Net investment loss ( 7,084 ) ( 1,033 ) — ( 8,117 )

Net investment income 600 648 — 1,248

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

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

Income (loss) before income taxes $ 4,160 $ ( 1,056 ) $ ( 151 ) $ 2,953

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

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

Six Months Ended

June 30, 2023 (in thousands) Title

Nine Months Ended

September 30, 2023 (in thousands) Title

Insurance All

7 unchanged sentences

$ 226,105 $ 105,810 $ — $ 331,915

Six Months Ended

June 30, 2022 (in thousands) Title

Nine Months Ended

September 30, 2022 (in thousands) Title

Insurance All

5 unchanged sentences

Operating expenses 206,938 8,424 ( 18,298 ) 197,064

Income (loss) before income taxes $ 12,460 $ ( 1,411 ) $ ( 303 ) $ 10,746

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

$ 250,116 $ 82,687 $ — $ 332,803

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 $ 15.1 million and $ 15.0 million as of June 30, 2023 and December 31, 2022, respectively.

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

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

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended June 30, 2023 and 2022:

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended September 30, 2023 and 2022:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022 2023 2022

1 unchanged sentence

Interest cost on the projected benefit obligation 10 5 30 19

Amortization of unrecognized gain ( 7 ) ( 4 ) ( 14 ) ( 4 )

Amortization of unrecognized (gain) loss ( 7 ) 4 ( 21 ) —

Net periodic benefit cost $ 3 $ 9 $ 9 $ 19

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 June 30, 2023 (in thousands) Amortized

As of September 30, 2023 (in thousands) Amortized

Losses Estimated Fair

22 unchanged sentences

The special revenue category for both periods presented includes approximately 30 individual fixed maturity securities with revenue sources from a variety of industry sectors.

The scheduled maturities of fixed maturity securities at June 30, 2023 are as follows:

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

Less than 12 Months 12 Months or Longer Total

As of June 30, 2023 (in thousands) Estimated

As of September 30, 2023 (in thousands) Estimated

Value Unrealized

30 unchanged sentences

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 83 and 51 fixed maturity securities had unrealized losses at June 30, 2023 and December 31, 2022, respectively.

A total of 98 and 51 fixed maturity securities had unrealized losses at September 30, 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 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 $ 112 thousand in impairment charges related to fixed maturity securities for the six-month period ended June 30, 2023 and had $ 127 thousand recorded in impairment charges for the six-month period ended June 30, 2022.

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

The Company recorded impairment charges related to fixed maturity securities totaling $ 96 thousand and $ 208 thousand for the three- and nine-month periods ended September 30, 2023, respectively, and $ 35 thousand and $ 162 thousand for the three- and nine-month periods ended September 30, 2022, respectively.

Expenses related to impairments are recorded in net investment (losses) 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 June 30, 2023 (in thousands)

As of September 30, 2023 (in thousands)

Cost Estimated Fair

7 unchanged sentences

$ 25,278 $ 51,691

Unrealized holding gains and losses are recorded net in net investment gains (losses) in the unaudited Consolidated Statements of Operations.

Net Investment Gains (Losses)

Gross realized gains and losses on sales of investments and unrealized holding gains and losses for the three and six-months ended June 30, 2023 and 2022 are summarized as follows:

Unrealized holding gains and losses are recorded net in net investment (losses) gains in the unaudited Consolidated Statements of Operations.

Net Investment (Losses) Gains

Gross realized gains and losses on sales of investments and unrealized holding gains and losses for the three and nine-months ended September 30, 2023 and 2022 are summarized as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022 2023 2022

12 unchanged sentences

Gross realized gains (losses) on other investments:

Gains on other investments $ 5 $ 30 $ 5 $ 30

Losses on other investments ( 4 ) — ( 120 ) ( 409 )

2 unchanged sentences

Changes in the estimated fair value of equity security investments $ ( 2,392 ) $ ( 4,635 ) $ ( 14,006 ) $ ( 22,722 )

Net investment gains (losses) $ 1,092 $ ( 10,134 ) $ 1,535 $ ( 14,302 )

Net investment (losses) gains $ ( 815 ) $ ( 2,154 ) $ 720 $ ( 16,456 )

Realized gains and losses are determined on the specific identification method.

3 unchanged sentences

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

The following table sets forth details about the Company's variable interest investments in VIEs, which are structured either as limited partnerships ("LPs") or limited liability companies ("LLCs"), as of June 30, 2023:

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

20 unchanged sentences

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

As of June 30, 2023 and December 31, 2022, the Company did not adjust any Level 2 fair values.

As of September 30, 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.

11 unchanged sentences

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.

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

The amortized cost 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.

1 unchanged sentence

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

The following table presents, by level, fixed maturity securities carried at estimated fair value as of June 30, 2023 and December 31, 2022:

As of June 30, 2023 (in thousands) Level 1 Level 2 * Level 3 Total

The following table presents, by level, fixed maturity securities carried at estimated fair value as of September 30, 2023 and December 31, 2022:

As of September 30, 2023 (in thousands) Level 1 Level 2 * Level 3 Total

Fixed maturity securities:

10 unchanged sentences

*Denotes fair market value obtained from pricing services.

The following table presents, by level, estimated fair values of equity investments and other financial instruments as of June 30, 2023 and December 31, 2022:

As of June 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total

The following table presents, by level, estimated fair values of equity investments and other financial instruments as of September 30, 2023 and December 31, 2022:

As of September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total

Financial assets:

2 unchanged sentences

Accrued interest and dividends

1,111 — — 1,111

Equity securities, at fair value:

17 unchanged sentences

$ 191,523 $ — $ — $ 191,523

The Company did not hold any Level 3 category debt or marketable equity investment securities as of June 30, 2023 or December 31, 2022.

The Company did not hold any Level 3 category debt or marketable equity investment securities as of September 30, 2023 or December 31, 2022.

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

13 unchanged sentences

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

There were no impairments of such investments made during the six-month period ended June 30, 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 June 30, 2023 and December 31, 2022:

As of June 30, 2023 (in thousands)

There were no impairments of such investments made during the nine-month period ended September 30, 2023 or the twelve-month period ended December 31, 2022.

The following table presents assets measured at fair value on a non-recurring basis as of September 30, 2023 and December 31, 2022:

As of September 30, 2023 (in thousands)

Level 1 Level 2 Level 3 Total

19 unchanged sentences

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 $ 232.2 million and $ 432.0 million as of June 30, 2023 and December 31, 2022, respectively.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 263.6 million and $ 432.0 million as of September 30, 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;

10 unchanged sentences

(in thousands) As of

June 30, 2023 As of

September 30, 2023 As of

December 31, 2022

4 unchanged sentences

(in thousands) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

4 unchanged sentences

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.

Management determined that no events or changes in circumstances occurred during the six-month periods ended June 30, 2023 and 2022 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired.

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

Management determined that no events or changes in circumstances occurred during the three or nine-month periods ended September 30, 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

June 30, 2023 As of

September 30, 2023 As of

December 31, 2022

6 unchanged sentences

$ 6,963 $ 7,986

The following table provides the estimated aggregate amortization expense, as of June 30, 2023, for each of the five succeeding fiscal years:

The following table provides the estimated aggregate amortization expense, as of September 30, 2023, for each of the five succeeding fiscal years:

Year Ended (in thousands)

1 unchanged sentence

Goodwill and Title Plants

As of June 30, 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.

As of September 30, 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 FASB's Accounting Standards Codification ("ASC") 350, the Company determined that no events or changes in circumstances occurred during the six-month periods ended June 30, 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- and six-month periods ended June 30, 2023 and 2022:

In accordance with FASB's Accounting Standards Codification ("ASC") 350, the Company determined that no events or changes in circumstances occurred during the nine-month periods ended September 30, 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 (Loss) Income

The following table provides changes in the balances of each component of accumulated other comprehensive (loss) income, net of tax, for the three- and nine-month periods ended September 30, 2023 and 2022:

Three Months Ended

June 30, 2023 (in thousands) Unrealized Gains and Losses

September 30, 2023 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans

Beginning balance at March 31

Beginning balance at June 30, 2023

$ 19 $ 142 $ 161

Other comprehensive loss before calculations ( 984 ) ( 6 ) ( 990 )

Amounts reclassified from accumulated other comprehensive income

Amounts reclassified from accumulated other comprehensive (loss) income

Net current-period other comprehensive loss ( 910 ) ( 6 ) ( 916 )

1 unchanged sentence

Three Months Ended

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

September 30, 2022 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans Total

Beginning balance at March 31

Beginning balance at June 30, 2022

$ 397 $ 23 $ 420

Other comprehensive loss before calculations ( 926 ) ( 6 ) ( 932 )

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive loss ( 792 ) ( 6 ) ( 798 )

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 )

Six Months Ended

June 30, 2023 (in thousands) Unrealized Gains and Losses

Nine Months Ended

September 30, 2023 (in thousands) Unrealized Gains and

On Available-for-Sale

2 unchanged sentences

Beginning balance at January 1, 2023

$ 164 $ 36 $ 200

Other comprehensive (loss) income before calculations ( 1,215 ) 100 ( 1,115 )

Amounts reclassified from accumulated other comprehensive income

Amounts reclassified from accumulated other comprehensive (loss) income

Net current-period other comprehensive (loss) income ( 1,055 ) 100 ( 955 )

Ending balance $ ( 891 ) $ 136 $ ( 755 )

Six Months Ended

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

Nine Months Ended

September 30, 2022 (in thousands) Unrealized Gains and

On Available-for-Sale

2 unchanged sentences

Beginning balance at January 1, 2022

$ 3,370 $ ( 144 ) $ 3,226

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

Amounts reclassified from accumulated other comprehensive income

Amounts reclassified from accumulated other comprehensive (loss) income

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

1 unchanged sentence

$ ( 787 ) $ 36 $ ( 751 )

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three- and six-month periods ended June 30, 2023 and 2022:

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, 2023 and 2022:

Three Months Ended

June 30, 2023 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified from Accumulated Other Comprehensive Income

September 30, 2023 (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

2 unchanged sentences

Write-down of securities ( 96 )

Total $ ( 30 ) Net investment gains (losses)

Total $ ( 96 ) Net investment (losses) gains

Tax 22 Provision for income taxes

2 unchanged sentences

Three Months Ended

June 30, 2022 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified from Accumulated Other Comprehensive Income

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

2 unchanged sentences

Write-down of securities ( 35 )

Total $ ( 173 ) Net investment gains (losses)

Total $ ( 93 ) Net investment (losses) gains

Tax 20 Provision for income taxes

1 unchanged sentence

Reclassifications for the period $ ( 73 )

Six Months Ended

June 30, 2023 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified from Accumulated Other Comprehensive Income

Nine Months Ended

September 30, 2023 (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

2 unchanged sentences

Write-down of securities ( 208 )

Total $ ( 112 ) Net investment gains (losses)

Total $ ( 208 ) Net investment (losses) gains

Tax 48 Provision for income taxes

1 unchanged sentence

Reclassifications for the period $ ( 160 )

Six Months Ended

June 30, 2022 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified from Accumulated Other Comprehensive Income

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

2 unchanged sentences

Write-down of securities ( 162 )

Total $ ( 173 ) Net investment gains (losses)

Total $ ( 266 ) Net investment (losses) gains

Tax 59 Provision for income taxes

16 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022 2023 2022

23 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022 2023 2022

10 unchanged sentences

(in thousands) As of

June 30, 2023 As of

September 30, 2023 As of

December 31, 2022

4 unchanged sentences

Total lease liabilities $ 6,639 $ 6,839

The future minimum lease payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of June 30, 2023, are summarized as follows:

The future minimum lease payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of September 30, 2023, are summarized as follows:

Year Ended (in thousands) Operating Leases Finance

9 unchanged sentences

Supplemental lease information is as follows:

June 30, 2023 As of

September 30, 2023 As of

December 31, 2022

7 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements