What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-08 · 238 added, 135 removed, 597 unchanged (38% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

As of March 31, 2024 and December 31, 2023

As of June 30, 2024 and December 31, 2023

(in thousands)

2 unchanged sentences

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

March 31, 2024:

June 30, 2024:

December 31, 2023:

1 unchanged sentence

Equity securities, at fair value (cost:

March 31, 2024:

June 30, 2024:

December 31, 2023:

21 unchanged sentences

Lease liabilities 6,427 6,449

Current income taxes payable

Deferred income taxes, net

6 unchanged sentences

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

1,884 and 1,891 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively, excluding in each period 292 shares of common stock held by the Company)

1,884 and 1,891 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively, excluding in each period 292 shares of common stock held by the Company)

Retained earnings

8 unchanged sentences

Consolidated Statements of Operations

For the Three Months Ended March 31, 2024 and 2023

For the Three and Six Months Ended June 30, 2024 and 2023

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net premiums written $ 51,416 $ 44,005 $ 91,596 $ 82,971

23 unchanged sentences

Consolidated Statements of Comprehensive Income

For the Three Months Ended March 31, 2024 and 2023

For the Three and Six Months Ended June 30, 2024 and 2023

(in thousands)

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net income $ 8,871 $ 7,585 $ 13,396 $ 8,766

Other comprehensive (loss) income, before income tax:

Accumulated postretirement benefit obligation adjustment — 141

Net unrealized (losses) gains on investments arising during the period ( 424 ) 233

Other comprehensive loss, before income tax:

Accumulated postretirement (benefit) expense obligation adjustment — ( 7 ) — 134

Net unrealized losses on investments arising during the period ( 246 ) ( 530 ) ( 670 ) ( 297 )

Reclassification adjustment for write-down of securities included in net income 21 30 74 112

Other comprehensive (loss) income, before income tax ( 371 ) 456

Income tax expense related to postretirement health benefits — 30

Income tax (benefit) expense related to net unrealized (losses) gains on investments arising during the period ( 91 ) 47

Other comprehensive loss, before income tax ( 225 ) ( 507 ) ( 596 ) ( 51 )

Income tax (benefit) expense related to postretirement health benefits — ( 2 ) — 28

Income tax benefit related to net unrealized losses on investments arising during the period ( 53 ) ( 113 ) ( 144 ) ( 66 )

Income tax expense related to reclassification adjustment for write-down of securities included in net income 6 7 18 26

Net income tax (benefit) expense on other comprehensive (loss) income ( 79 ) 96

Other comprehensive (loss) income ( 292 ) 360

Net income tax benefit on other comprehensive loss ( 47 ) ( 108 ) ( 126 ) ( 12 )

Other comprehensive loss ( 178 ) ( 399 ) ( 470 ) ( 39 )

Comprehensive Income $ 8,693 $ 7,186 $ 12,926 $ 8,727

2 unchanged sentences

Consolidated Statements of Stockholders’ Equity

For the Three Months Ended March 31, 2024 and 2023

For the Three and Six Months Ended June 30, 2024 and 2023

(in thousands, except per share amounts)

2 unchanged sentences

Shares Amount

Balance, March 31, 2023

1,898 $ — $ 241,278 $ 560 $ 241,838

Net income 7,585 7,585

Dividends paid ($ 0.46 per share)

( 873 ) ( 873 )

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

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement benefit obligation adjustment, net of tax ( 5 ) ( 5 )

Net unrealized loss on investments ( 394 ) ( 394 )

Balance, June 30, 2023

1,891 $ — $ 247,092 $ 161 $ 247,253

Balance, March 31, 2024

1,884 $ — $ 253,616 $ 346 $ 253,962

Net income 8,871 8,871

Dividends paid ($ 0.46 per share)

( 866 ) ( 866 )

Repurchases of common stock — ( 45 ) ( 45 )

Share-based compensation expense related to stock appreciation rights

Net unrealized loss on investments ( 178 ) ( 178 )

Balance, June 30, 2024

1,884 $ — $ 261,648 $ 168 $ 261,816

Consolidated Statements of Stockholders’ Equity, continued

Common Stock Retained Earnings Accumulated Other Comprehensive Income Total

Stockholders’

Shares Amount

Balance, December 31, 2022

3 unchanged sentences

( 1,746 ) ( 1,746 )

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

Exercise of stock appreciation rights

Share-based compensation expense related to stock appreciation rights 220 220

Accumulated postretirement benefit obligation adjustment 111 111

Net unrealized gain on investments 249 249

Balance, March 31, 2023

Accumulated postretirement benefit obligation adjustment, net of tax 106 106

Net unrealized loss on investments ( 145 ) ( 145 )

Balance, June 30, 2023

1,891 $ — $ 247,092 $ 161 $ 247,253

4 unchanged sentences

( 1,733 ) ( 1,733 )

Shares of common stock repurchased and retired ( 7 ) ( 1,053 ) ( 1,053 )

Repurchases of common stock ( 7 ) ( 1,098 ) ( 1,098 )

Share-based compensation expense related to stock appreciation rights

Net unrealized loss on investments ( 470 ) ( 470 )

Balance, March 31, 2024

Balance, June 30, 2024

1,884 $ — $ 261,648 $ 168 $ 261,816

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2024 and 2023

For the Six Months Ended June 30, 2024 and 2023

(in thousands)

Three Months Ended

Six Months Ended

Operating Activities

5 unchanged sentences

Share-based compensation expense related to stock appreciation rights 168 220

Net (gain) loss on disposals of property ( 13 ) 50

Net gain on disposals of property ( 16 ) ( 53 )

Net investment gains ( 3,664 ) ( 1,535 )

Net losses (earnings) from other investments 14 ( 568 )

Net earnings from other investments ( 640 ) ( 2,087 )

Provision for claims 1,815 2,059

1 unchanged sentence

Changes in assets and liabilities:

Decrease in premium and fees receivable 427 2,220

(Increase) decrease in premium and fees receivable ( 140 ) 1,836

Decrease (increase) in other assets 999 ( 511 )

(Increase) decrease in lease assets ( 376 ) 36

Decrease (increase) in lease assets 98 ( 123 )

Decrease in current income taxes receivable 523 1,174

Decrease in accounts payable and accrued liabilities ( 1,033 ) ( 12,993 )

Increase (decrease) in lease liabilities 379 ( 13 )

(Decrease) increase in lease liabilities ( 22 ) 210

Increase in current income taxes payable — 586

9 unchanged sentences

Proceeds from sales and maturities of short-term investments 99,662 71,688

Proceeds from sales and distributions of other investments 3,379 913

Proceeds from sales and distributions of other investments and assets 4,186 1,657

Purchases of property ( 4,342 ) ( 5,017 )

5 unchanged sentences

Net cash used in financing activities ( 2,831 ) ( 2,705 )

Net Decrease in Cash and Cash Equivalents ( 2,418 ) ( 5,756 )

Net Increase (Decrease) in Cash and Cash Equivalents 2,655 ( 9,127 )

Cash and Cash Equivalents, Beginning of Period 24,031 35,311

1 unchanged sentence

Consolidated Statements of Cash Flows, continued

Three Months Ended

Six Months Ended

Supplemental Disclosures:

Cash Paid During the Year for:

Income tax payments (refunds), net $ 1 $ ( 32 )

Income tax payments, net $ 3,147 $ 3,729

Non-Cash Investing and Financing Activities:

Non-cash net unrealized loss (gain) on investments, net of deferred tax benefit (provision) of $ 79 and $( 66 ) for March 31, 2024 and 2023, respectively

$ 292 $ ( 249 )

Adjustments to postretirement benefits obligation, net of deferred tax expense of $ 0 and $( 30 ) for March 31, 2024 and 2023, respectively

Non-cash net unrealized loss on investments, net of deferred tax benefit of $ 126 and $ 40 for June 30, 2024 and 2023, respectively

Adjustments to postretirement benefits obligation, net of deferred tax expense of $ 0 and $( 28 ) for June 30, 2024 and 2023, respectively

$ — $ ( 106 )

3 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2024

June 30, 2024

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-month period ended March 31, 2024 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2024 or any other interim period.

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

The reclassifications were between revenue lines of the unaudited Consolidated Statements of Operations.

These reclassifications are not considered an accounting change and had no effect on the reported results of operations.

Operating results for the three- and six-month periods ended June 30, 2024 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2024 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.

Actual results could differ from those estimates and assumptions used.

Subsequent Events – The Company has evaluated through the date of this filing and concluded that there were no material subsequent events requiring adjustment or disclosure to its unaudited Consolidated Financial Statements.

Subsequent Events – The Company has evaluated and concluded that there were no material subsequent events requiring adjustment or disclosure to its unaudited Consolidated Financial Statements.

Note 2 – Reserve for Claims

Activity in the reserve for claims for the three-month period ended March 31, 2024 and the year ended December 31, 2023 is summarized as follows:

(in thousands) March 31, 2024 December 31, 2023

Activity in the reserve for claims for the six-month period ended June 30, 2024 and the year ended December 31, 2023 is summarized as follows:

(in thousands) June 30, 2024 December 31, 2023

Balance, beginning of period $ 37,147 $ 37,192

3 unchanged sentences

$ 37,204 $ 37,147

The total reserve for all reported and unreported losses the Company incurred through March 31, 2024 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 June 30, 2024 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 March 31, 2024.

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) March 31, 2024 % December 31, 2023 %

(in thousands, except percentages) June 30, 2024 % December 31, 2023 %

Known title claims $ 3,268 8.8 $ 2,855 7.7

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-month periods ended March 31:

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

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share amounts)

2024 2023 2024 2023

Net income $ 8,871 $ 7,585 $ 13,396 $ 8,766

2 unchanged sentences

Weighted average common shares outstanding – Diluted

1,886 1,896 1,887 1,896

Basic earnings per common share $ 4.71 $ 4.00 $ 7.10 $ 4.62

Diluted earnings per common share $ 4.70 $ 4.00 $ 7.10 $ 4.62

There were 23 thousand and 24 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended March 31, 2024 and 2023, respectively, due to the out-of-the-money status of the related share-based awards.

There were 13 thousand and 17 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended June 30, 2024 and 2023, respectively, due to the out-of-the-money status of the related share-based awards.

There were 13 thousand and 24 thousand potential shares excluded from the computation of diluted earnings per share for the six-month periods ended June 30, 2024 and 2023, 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 and one legacy plan under which equity awards remain outstanding.

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

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 March 31, 2024, the only outstanding awards under the plans were SARs, which expire within seven years or less from the date of grant.

As of June 30, 2024, 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 ) 137.90

Outstanding as of March 31, 2024 42 $ 160.83 3.44 $ 451

Exercisable as of March 31, 2024 36 $ 163.77 3.22 $ 331

Unvested as of March 31, 2024 6 $ 143.79 4.70 $ 120

During the first quarter of 2024, the Company did not issue share-settled SARs to key employees or directors of the Company.

During the first quarter of 2023, there was an issuance of 1 thousand share-settled SARs to a director of the Company.

Outstanding as of June 30, 2024 45 $ 161.87 3.59 $ 927

Exercisable as of June 30, 2024 35 $ 165.16 3.13 $ 637

Unvested as of June 30, 2024 10 $ 149.84 5.30 $ 290

During the second quarter of 2024, the Company issued 5 thousand share-settled SARs to directors of the Company.

During the second quarter of 2023, the Company issued 4 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 director of the Company.

There was no such first quarter issuance of SARs during the first quarter of 2024.

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

4 unchanged sentences

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

There was approximately $ 96 thousand and $ 159 thousand of compensation expense relating to SARs vesting on or before March 31, 2024 and 2023, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of March 31, 2024, there was $ 311 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

The weighted average fair values for the SARs issued during 2024 and 2023 were $64.00 and $55.52, respectively, and were estimated using the weighted average assumptions shown in the table below:

Expected Life in Years 7.0 6.2 - 7.0

Volatility 35.0 % 36.6 %

Interest Rate 4.4 % 3.7 %

Yield Rate 1.1 % 1.2 %

There was approximately $ 168 thousand and $ 220 thousand of compensation expense relating to SARs vesting on or before June 30, 2024 and 2023, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of June 30, 2024, there was $ 527 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

Note 4 – Segment Information

4 unchanged sentences

The tax-deferred exchange services segment acts as an intermediary in tax-deferred exchanges of property held for productive use in a trade or business or for investments and serves as exchange accommodation titleholder, holding property for exchangers in reverse exchange transactions.

Provided below is selected financial information about the Company's operations by segment for the periods ended March 31, 2024 and 2023:

Provided below is selected financial information about the Company's operations by segment for the periods ended June 30, 2024 and 2023:

Three Months Ended

March 31, 2024 (in thousands) Title

Insurance Exchange Services All

June 30, 2024 (in thousands) Title

Insurance Exchange

Other Intersegment Eliminations Total

7 unchanged sentences

Three Months Ended

March 31, 2023 (in thousands) Title

Insurance Exchange Services All

June 30, 2023 (in thousands) Title

Insurance Exchange

Other Intersegment Eliminations Total

2 unchanged sentences

Total revenues $ 58,086 $ 3,123 $ 2,796 $ ( 5,691 ) $ 58,314

Operating expenses 51,161 600 2,225 ( 5,518 ) 48,468

Income before income taxes $ 6,925 $ 2,523 $ 571 $ ( 173 ) $ 9,846

Total assets $ 236,185 $ 3,850 $ 90,446 $ — $ 330,481

Six Months Ended

June 30, 2024 (in thousands) Title

Insurance Exchange

Other Intersegment Eliminations Total

Insurance and other services revenues $ 108,495 $ 5,486 $ 3,904 $ ( 8,797 ) $ 109,088

Net investment income 6,994 165 2,594 — 9,753

Total revenues

$ 115,489 $ 5,651 $ 6,498 $ ( 8,797 ) $ 118,841

Operating expenses 104,355 1,362 4,531 ( 8,471 ) 101,777

(Loss) income before income taxes $ ( 2,031 ) $ 3,280 $ 483 $ ( 171 ) $ 1,561

Income before income taxes $ 11,134 $ 4,289 $ 1,967 $ ( 326 ) $ 17,064

Total assets $ 223,317 $ 8,786 $ 108,229 $ — $ 340,332

Six Months Ended

June 30, 2023 (in thousands) Title

Insurance Exchange

Other Intersegment Eliminations Total

Insurance and other services revenues $ 100,200 $ 6,925 $ 3,899 $ ( 9,527 ) $ 101,497

Net investment income 6,579 86 1,495 — 8,160

Total revenues $ 106,779 $ 7,011 $ 5,394 $ ( 9,527 ) $ 109,657

Operating expenses 101,885 1,208 4,340 ( 9,183 ) 98,250

Income before income taxes $ 4,894 $ 5,803 $ 1,054 $ ( 344 ) $ 11,407

Total assets $ 236,185 $ 3,850 $ 90,446 $ — $ 330,481

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 $ 15.2 million as of March 31, 2024 and December 31, 2023.

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 $ 15.3 million and $ 15.2 million as of June 30, 2024 and December 31, 2023, 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 March 31, 2024 and 2023:

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended June 30, 2024 and 2023:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2024 2023 2024 2023

6 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 March 31, 2024 (in thousands) Amortized

As of June 30, 2024 (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 March 31, 2024 are as follows:

The scheduled maturities of fixed maturity securities at June 30, 2024 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 March 31, 2024 and December 31, 2023, respectively:

Less than 12 Months 12 Months or Longer Total

As of March 31, 2024 (in thousands) Estimated

As of June 30, 2024 (in thousands) Estimated

Value Unrealized

3 unchanged sentences

Value Unrealized

Government obligations $ 746 $ — $ — $ — $ 746 $ —

General obligations of U.S.

24 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 59 and 51 fixed maturity securities had unrealized losses at March 31, 2024 and December 31, 2023, respectively.

A total of 99 and 51 fixed maturity securities had unrealized losses at June 30, 2024 and December 31, 2023, respectively.

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

2 unchanged sentences

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

The Company recorded $ 53 thousand and $ 82 thousand in impairment charges related to fixed maturity securities for the three-month periods ended March 31, 2024, and 2023, respectively.

The Company recorded impairment charges related to fixed maturity securities totaling $ 21 thousand and $ 74 thousand for the three- and six-month periods ended June 30, 2024, respectively, and $ 30 thousand and $ 112 thousand for the three- and six-month periods ended June 30, 2023, respectively.

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

1 unchanged sentence

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

As of March 31, 2024 (in thousands)

As of June 30, 2024 (in thousands)

Cost Estimated Fair

7 unchanged sentences

$ 22,981 $ 37,212

Unrealized holding gains and losses are reported in the unaudited Consolidated Statements of Operations as net investment gains.

Unrealized holding gains and losses are reported in the unaudited Consolidated Financial Statements of Operations as net investment gains.

Net Investment Gains

Gross investment gains and losses for the three-month periods ended March 31, 2024 and 2023 are summarized as follows:

Gross investment gains and losses for the three- and six-month periods ended June 30, 2024 and 2023 are summarized as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2024 2023 2024 2023

9 unchanged sentences

Net realized gains from securities $ 1,830 $ 5,985 $ 4,422 $ 13,265

Gross realized losses on other investments:

Gross realized gains (losses) on other investments:

Gains on other investments $ 1 $ — $ 1 $ —

Losses on other investments — ( 69 ) — ( 116 )

$ 1 $ ( 69 ) $ 1 $ ( 116 )

Net realized investment gains $ 1,831 $ 5,916 $ 4,423 $ 13,149

6 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 March 31, 2024:

(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 March 31, 2024 and December 31, 2023, the Company did not adjust any Level 2 fair values.

As of June 30, 2024 and December 31, 2023, 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.

16 unchanged sentences

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

The following table presents, by level, fixed maturity securities carried at estimated fair value as of March 31, 2024 and December 31, 2023:

As of March 31, 2024 (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 June 30, 2024 and December 31, 2023:

As of June 30, 2024 (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 March 31, 2024 and December 31, 2023:

As of March 31, 2024 (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 June 30, 2024 and December 31, 2023:

As of June 30, 2024 (in thousands) Level 1 Level 2 Level 3 Total

Financial assets:

22 unchanged sentences

$ 172,445 $ — $ — $ 172,445

The Company did not hold any Level 3 category debt or marketable equity investment securities as of March 31, 2024 or December 31, 2023.

The Company did not hold any Level 3 category debt or marketable equity investment securities as of June 30, 2024 or December 31, 2023.

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 three-month period ended March 31, 2024 or the twelve-month period ended December 31, 2023.

The following table presents assets measured at fair value on a non-recurring basis as of March 31, 2024 and December 31, 2023:

As of March 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total

There were no impairments of such investments made during the six-month period ended June 30, 2024 or the twelve-month period ended December 31, 2023.

The following table presents assets measured at fair value on a non-recurring basis as of June 30, 2024 and December 31, 2023:

As of June 30, 2024 (in thousands)

Level 1 Level 2 Level 3 Total

Financial assets:

2 unchanged sentences

$ — $ — $ 9,892 $ 9,892

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

As of December 31, 2023 (in thousands)

Level 1 Level 2 Level 3 Total

Financial assets:

3 unchanged sentences

Note 7 – Commitments and Contingencies

Legal Proceedings:

The Company and its subsidiaries are involved in legal proceedings that are incidental to their business.

Legal Proceedings – The Company and its subsidiaries are involved in legal proceedings that are incidental to their business.

In the Company’s opinion, based on the present status of these proceedings, any potential liability of the Company or its subsidiaries with respect to these legal proceedings is not expected to, in the aggregate, be material to the Company’s consolidated financial condition or operations.

The Company’s title insurance and trust subsidiaries are regulated by various federal, state and local governmental agencies and are subject to various audits and inquiries.

Regulation – The Company’s title insurance and trust subsidiaries are regulated by various federal, state and local governmental agencies and are subject to various audits and inquiries.

It is the opinion of management based on its present expectations that these audits and inquiries will not have a material impact on the Company’s consolidated financial condition or operations.

Escrow and Trust Deposits:

As a service to its customers, the Company, through ITIC, administers escrow and trust deposits representing earnest money received under real estate contracts, escrowed funds received under escrow agreements, undisbursed amounts received for settlement of mortgage loans and indemnities against specific title risks.

Escrow and Trust Deposits – As a service to its customers, the Company, through ITIC, administers escrow and trust deposits representing earnest money received under real estate contracts, escrowed funds received under escrow agreements, undisbursed amounts received for settlement of mortgage loans and indemnities against specific title risks.

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

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

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.

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 of the Company, 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 $ 220.6 million and $ 263.7 million as of March 31, 2024 and December 31, 2023, respectively.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 203.8 million and $ 263.7 million as of June 30, 2024 and December 31, 2023, 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

March 31, 2024 As of

June 30, 2024 As of

December 31, 2023

4 unchanged sentences

(in thousands) Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net premiums written $ 7,638 $ 6,274 $ 12,845 $ 10,407

4 unchanged sentences

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-month periods ended March 31, 2024 and 2023 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 six-month periods ended June 30, 2024 and 2023 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

March 31, 2024 As of

June 30, 2024 As of

December 31, 2023

6 unchanged sentences

$ 6,005 $ 6,624

The following table provides the estimated aggregate amortization expense, as of March 31, 2024, for each of the five succeeding fiscal years:

The following table provides the estimated aggregate amortization expense, as of June 30, 2024, for each of the five succeeding fiscal years:

Year Ended (in thousands)

1 unchanged sentence

Goodwill and Title Plants

As of March 31, 2024, the Company recognized $ 9.6 million in goodwill and $ 1.6 million in title plants, net of impairments, as the result of title insurance agency acquisitions.

As of June 30, 2024, the Company recognized $ 9.6 million in goodwill and $ 1.6 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 three-month periods ended March 31, 2024 and 2023 that would indicate the carrying amounts may not be recoverable, and therefore, determined that there were no goodwill or title plant impairments.

In accordance with 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, 2024 and 2023 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, 2024 and 2023:

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, 2024 and 2023:

Three Months Ended

March 31, 2024 (in thousands) Unrealized Gains

June 30, 2024 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans

Beginning balance at January 1 $ 583 $ 55 $ 638

Other comprehensive (loss) income before calculations ( 333 ) — ( 333 )

Beginning balance at March 31, 2024

$ 291 $ 55 $ 346

Other comprehensive loss before calculations ( 193 ) — ( 193 )

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive (loss) income ( 292 ) — ( 292 )

Net current-period other comprehensive loss ( 178 ) — ( 178 )

Ending balance $ 113 $ 55 $ 168

Three Months Ended

March 31, 2023 (in thousands) Unrealized Gains

June 30, 2023 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans Total

Beginning balance at January 1 $ 164 $ 36 $ 200

Other comprehensive income before calculations 186 111 297

Beginning balance at March 31, 2023

$ 413 $ 147 $ 560

Other comprehensive loss before calculations ( 417 ) ( 5 ) ( 422 )

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive income 249 111 360

Net current-period other comprehensive loss ( 394 ) ( 5 ) ( 399 )

Ending balance

$ 19 $ 142 $ 161

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three-month periods ended March 31, 2024 and 2023:

Six Months Ended

June 30, 2024 (in thousands) Unrealized Gains and

On Available-for-Sale

Securities Postretirement

Benefits Plans

Beginning balance at December 31, 2023 $ 583 $ 55 $ 638

Other comprehensive loss before calculations ( 526 ) — ( 526 )

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive loss ( 470 ) — ( 470 )

Ending balance $ 113 $ 55 $ 168

Six Months Ended

June 30, 2023 (in thousands) Unrealized Gains and

On Available-for-Sale

Securities Postretirement

Benefits Plans Total

Beginning balance at December 31, 2022 $ 164 $ 36 $ 200

Other comprehensive (loss) income before calculations ( 231 ) 106 ( 125 )

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive (loss) income ( 145 ) 106 ( 39 )

Ending balance

$ 19 $ 142 $ 161

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, 2024 and 2023:

Three Months Ended

March 31, 2024 (in thousands)

June 30, 2024 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified

from Accumulated

Other Comprehensive

Affected Line Item

in the Consolidated

Statements of

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:

6 unchanged sentences

Three Months Ended

March 31, 2023 (in thousands)

June 30, 2023 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified

from Accumulated

Other Comprehensive

Affected Line Item

in the Consolidated

Statements of

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:

5 unchanged sentences

Reclassifications for the period $ ( 23 )

Six Months Ended

June 30, 2024 (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 gain on investments $ —

Write-down of securities ( 74 )

Total $ ( 74 ) Net investment gains

Tax 18 Provision for income taxes

Net of Tax $ ( 56 )

Reclassifications for the period $ ( 56 )

Six Months Ended

June 30, 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 gain on investments $ —

Write-down of securities ( 112 )

Total $ ( 112 ) Net investment gains

Tax 26 Provision for income taxes

Net of Tax $ ( 86 )

Reclassifications for the period $ ( 86 )

Note 11 – Revenue from Contracts with Customers

9 unchanged sentences

All other non-title service fees are recognized as revenue as performance obligations are completed.

The Company occasionally recognizes revenue from other miscellaneous contracts which can include, but is not limited to seminar and education registration fees and software licensing contracts.

The Company occasionally recognizes revenue from other miscellaneous contracts which can include, but are not limited to, seminar and education registration fees and software licensing contracts.

These revenue streams are deemed immaterial to the operations of the Company, and revenue is recognized when, or as, performance obligations are completed.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in thousands) 2024 2023 2024 2023

10 unchanged sentences

Note 12 – Leases

The Company enters into lease agreements that are primarily for office space.

The Company enters into lease agreements that are primarily used for office space.

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

1 unchanged sentence

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 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.

Included in a portion of the Company's current leases are options to extend or cancel the lease term.

The exercise of such options are solely at the Company's discretion.

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 determined at the inception date 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 Company does not carry debt;

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2024 2023 2024 2023

5 unchanged sentences

Lease cost $ 700 $ 799 $ 1,377 $ 1,584

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

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

(in thousands) As of

March 31, 2024 As of

June 30, 2024 As of

December 31, 2023

4 unchanged sentences

Total lease liabilities $ 6,427 $ 6,449

The future minimum lease payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of March 31, 2024, are summarized as follows:

Year Ended (in thousands) Operating Leases Finance Leases Total

The future minimum lease payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of June 30, 2024, are summarized as follows:

Year Ended (in thousands) Operating

Leases Finance

2024 $ 2,524 $ 259 $ 2,783

8 unchanged sentences

Supplemental lease information is as follows:

March 31, 2024 As of

June 30, 2024 As of

December 31, 2023

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