What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-09 · 141 added, 127 removed, 708 unchanged (27% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

As of June 30, 2024 and December 31, 2023

As of September 30, 2024 and December 31, 2023

(in thousands)

September 30,

2024 December 31,

1 unchanged sentence

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

June 30, 2024:

September 30, 2024:

December 31, 2023:

1 unchanged sentence

Equity securities, at fair value (cost:

June 30, 2024:

September 30, 2024:

December 31, 2023:

29 unchanged sentences

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

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)

1,884 and 1,891 shares issued and outstanding as of September 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 and Six Months Ended June 30, 2024 and 2023

For the Three and Nine Months Ended September 30, 2024 and 2023

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

4 unchanged sentences

Other investment income 995 514 1,996 2,915

Net investment gains 1,242 1,092 3,664 1,535

Net investment gains (losses) 976 ( 815 ) 4,640 720

Other 388 257 748 647

17 unchanged sentences

Consolidated Statements of Comprehensive Income

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

For the Three and Nine Months Ended September 30, 2024 and 2023

(in thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income $ 9,315 $ 7,084 $ 22,711 $ 15,850

Other comprehensive loss, before income tax:

Other comprehensive income (loss), before income tax:

Accumulated postretirement (benefit) expense obligation adjustment — ( 7 ) — 127

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

Net unrealized gains (losses) on investments arising during the period 1,171 ( 1,250 ) 501 ( 1,547 )

Reclassification adjustment for write-down of securities included in net income — 96 74 208

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

Other comprehensive income (loss), before income tax 1,171 ( 1,161 ) 575 ( 1,212 )

Income tax (benefit) expense related to postretirement health benefits — ( 1 ) — 27

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

Income tax expense (benefit) related to net unrealized gains (losses) on investments arising during the period 251 ( 266 ) 107 ( 332 )

Income tax expense related to reclassification adjustment for write-down of securities included in net income — 22 18 48

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

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

Net income tax expense (benefit) on other comprehensive income (loss) 251 ( 245 ) 125 ( 257 )

Other comprehensive income (loss) 920 ( 916 ) 450 ( 955 )

Comprehensive Income $ 10,235 $ 6,168 $ 23,161 $ 14,895

2 unchanged sentences

Consolidated Statements of Stockholders’ Equity

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

For the Three and Nine Months Ended September 30, 2024 and 2023

(in thousands, except per share amounts)

Common Stock Retained Earnings Accumulated Other Comprehensive Income Total

Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss)

Stockholders’

Shares Amount

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 117 117

1 unchanged sentence

Net unrealized loss on investments ( 910 ) ( 910 )

Balance, June 30, 2023

Balance, September 30, 2023

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

Balance, March 31, 2024

Balance, June 30, 2024

1,884 $ — $ 261,648 $ 168 $ 261,816

2 unchanged sentences

( 867 ) ( 867 )

Repurchases of common stock — ( 45 ) ( 45 )

Exercise of stock appreciation rights — 1 1

Share-based compensation expense related to stock appreciation rights

Net unrealized loss on investments ( 178 ) ( 178 )

Balance, June 30, 2024

Net unrealized gain on investments 920 920

Balance, September 30, 2024

1,884 $ — $ 270,225 $ 1,088 $ 271,313

Consolidated Statements of Stockholders’ Equity, continued

Common Stock Retained Earnings Accumulated Other Comprehensive Income Total

Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss)

Stockholders’

10 unchanged sentences

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

Balance, June 30, 2023

Balance, September 30, 2023

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

5 unchanged sentences

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

Exercise of stock appreciation rights — 1 1

Share-based compensation expense related to stock appreciation rights

Net unrealized loss on investments ( 470 ) ( 470 )

Balance, June 30, 2024

Net unrealized gain on investments 450 450

Balance, September 30, 2024

1,884 $ — $ 270,225 $ 1,088 $ 271,313

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2024 and 2023

For the Nine Months Ended September 30, 2024 and 2023

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Operating Activities

13 unchanged sentences

Decrease (increase) in other assets 340 ( 4,029 )

Decrease (increase) in lease assets 98 ( 123 )

Decrease in lease assets 420 275

Decrease in current income taxes receivable 384 1,174

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

(Decrease) increase in lease liabilities ( 22 ) 210

Increase (decrease) in accounts payable and accrued liabilities 809 ( 16,204 )

Decrease in lease liabilities ( 361 ) ( 200 )

Increase in current income taxes payable — 1,008

15 unchanged sentences

Repurchases of common stock ( 1,098 ) ( 959 )

Exercise of stock appreciation rights 1 —

Dividends paid ( 2,600 ) ( 2,616 )

4 unchanged sentences

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 $ 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

Non-cash net unrealized (gain) loss on investments, net of deferred tax (provision) benefit of $( 125 ) and $ 284 for September 30, 2024 and 2023, respectively

$ ( 450 ) $ 1,055

Adjustments to postretirement benefits obligation, net of deferred tax expense of $ 0 and $( 27 ) for September 30, 2024 and 2023, respectively

$ — $ ( 100 )

Refer to notes to the Consolidated Financial Statements.

2 unchanged sentences

Notes to Consolidated Financial Statements

June 30, 2024

September 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- 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.

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

2 unchanged sentences

Note 2 – Reserve for Claims

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

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

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

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

3 unchanged sentences

$ 37,049 $ 37,147

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 total reserve for all reported and unreported losses the Company incurred through September 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 June 30, 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) June 30, 2024 % December 31, 2023 %

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

Known title claims $ 2,742 7.4 $ 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- 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 $ 4.92 $ 3.75 $ 12.02 $ 8.37

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.

There were 0 and 24 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended September 30, 2024 and 2023, respectively, due to the out-of-the-money status of the related share-based awards.

There were 4 thousand and 24 thousand potential shares excluded from the computation of diluted earnings per share for the nine-month periods ended September 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.

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, 2024, 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, 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 ( 4 ) 154.13

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

SARs forfeited or expired ( 4 ) 192.71

Outstanding as of September 30, 2024 39 $ 157.74 3.85 $ 2,783

Exercisable as of September 30, 2024 31 $ 159.86 3.61 $ 2,180

Unvested as of September 30, 2024 8 $ 148.86 4.83 $ 603

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

13 unchanged sentences

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.

There was approximately $ 296 thousand and $ 128 thousand of compensation expense relating to SARs vesting on or before September 30, 2024 included in personnel expenses in the unaudited Consolidated Statements of Operations for the three- and nine-month periods ended September 30, 2024, respectively.

There was approximately $ 337 thousand and $ 117 thousand of compensation expense relating to SARs vesting on or before September 30, 2023 included in personnel expenses in the unaudited Consolidated Statements of Operations for the three- and nine-month periods ended September 30, 2023, respectively.

As of September 30, 2024, there was $ 399 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 June 30, 2024 and 2023:

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

Three Months Ended

June 30, 2024 (in thousands) Title

September 30, 2024 (in thousands) Title

Insurance Exchange

8 unchanged sentences

Three Months Ended

June 30, 2023 (in thousands) Title

September 30, 2023 (in thousands) Title

Insurance Exchange

6 unchanged sentences

Total assets $ 226,105 $ 5,399 $ 100,411 $ — $ 331,915

Six Months Ended

June 30, 2024 (in thousands) Title

Nine Months Ended

September 30, 2024 (in thousands) Title

Insurance Exchange

7 unchanged sentences

Total assets $ 231,805 $ 10,446 $ 109,735 $ — $ 351,986

Six Months Ended

June 30, 2023 (in thousands) Title

Nine Months Ended

September 30, 2023 (in thousands) Title

Insurance Exchange

7 unchanged sentences

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 $ 15.3 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 June 30, 2024 and 2023:

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(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 June 30, 2024 (in thousands) Amortized

As of September 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 June 30, 2024 are as follows:

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

Less than 12 Months 12 Months or Longer Total

As of June 30, 2024 (in thousands) Estimated

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

A total of 30 and 51 fixed maturity securities had unrealized losses at September 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 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.

The Company recorded impairment charges related to fixed maturity securities totaling $ 0 and $ 74 thousand for the three- and nine-month periods ended September 30, 2024, respectively, and $ 96 thousand and $ 208 thousand for the three- and nine-month periods ended September 30, 2023, respectively.

Expenses related to impairments are recorded in net investment gains (losses) 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, 2024 (in thousands)

As of September 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 Financial Statements of Operations as net investment gains.

Net Investment Gains

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

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

Net Investment Gains (Losses)

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2024 2023 2024 2023

12 unchanged sentences

Losses on other investments ( 20 ) ( 4 ) ( 20 ) ( 120 )

Write-down of other assets ( 309 ) — ( 309 ) —

$ ( 87 ) $ 1 $ ( 86 ) $ ( 115 )

1 unchanged sentence

Changes in the estimated fair value of equity security investments $ 741 $ ( 2,392 ) $ ( 18 ) $ ( 14,006 )

Net investment gains $ 1,242 $ 1,092 $ 3,664 $ 1,535

Net investment gains (losses) $ 976 $ ( 815 ) $ 4,640 $ 720

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, 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 June 30, 2024 and December 31, 2023, the Company did not adjust any Level 2 fair values.

As of September 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 June 30, 2024 and December 31, 2023:

As of June 30, 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 September 30, 2024 and December 31, 2023:

As of September 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 June 30, 2024 and December 31, 2023:

As of June 30, 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 September 30, 2024 and December 31, 2023:

As of September 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 June 30, 2024 or December 31, 2023.

The Company did not hold any Level 3 category debt or marketable equity investment securities as of September 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 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)

There were two impairments of such investments made during the nine-month period ended September 30, 2024 and no impairments during the twelve-month period ended December 31, 2023.

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

As of September 30, 2024 (in thousands)

Level 1 Level 2 Level 3 Total

19 unchanged sentences

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 $ 203.8 million and $ 263.7 million as of June 30, 2024 and December 31, 2023, respectively.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 264.2 million and $ 263.7 million as of September 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

June 30, 2024 As of

September 30, 2024 As of

December 31, 2023

4 unchanged sentences

(in thousands) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

5 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 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.

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

June 30, 2024 As of

September 30, 2024 As of

December 31, 2023

6 unchanged sentences

$ 5,724 $ 6,624

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

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

Year Ended (in thousands)

1 unchanged sentence

Goodwill and Title Plants

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.

As of September 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 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.

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, 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- and six-month periods ended June 30, 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 nine-month periods ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024 (in thousands) Unrealized Gains and

September 30, 2024 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans

Beginning balance at March 31, 2024

Beginning balance at June 30, 2024

$ 113 $ 55 $ 168

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

Other comprehensive income before calculations 920 — 920

Amounts reclassified from accumulated other comprehensive income

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

Net current-period other comprehensive income 920 — 920

Ending balance $ 1,033 $ 55 $ 1,088

Three Months Ended

June 30, 2023 (in thousands) Unrealized Gains and

September 30, 2023 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans Total

Beginning balance at March 31, 2023

Beginning balance at June 30, 2023

$ 19 $ 142 $ 161

4 unchanged sentences

$ ( 891 ) $ 136 $ ( 755 )

Six Months Ended

June 30, 2024 (in thousands) Unrealized Gains and

Nine Months Ended

September 30, 2024 (in thousands) Unrealized Gains and

On Available-for-Sale

2 unchanged sentences

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

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

Other comprehensive income before calculations 394 — 394

Amounts reclassified from accumulated other comprehensive income

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

Net current-period other comprehensive income 450 — 450

Ending balance $ 1,033 $ 55 $ 1,088

Six Months Ended

June 30, 2023 (in thousands) Unrealized Gains and

Nine Months Ended

September 30, 2023 (in thousands) Unrealized Gains and

On Available-for-Sale

7 unchanged sentences

$ ( 891 ) $ 136 $ ( 755 )

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:

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three- and nine-month periods ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024 (in thousands)

September 30, 2024 (in thousands)

Details about Accumulated Other Comprehensive Income Components

4 unchanged sentences

Write-down of securities —

Total $ ( 21 ) Net investment gains

Total $ — Net investment gains (losses)

Tax — Provision for income taxes

2 unchanged sentences

Three Months Ended

June 30, 2023 (in thousands)

September 30, 2023 (in thousands)

Details about Accumulated Other Comprehensive Income Components

4 unchanged sentences

Write-down of securities ( 96 )

Total $ ( 30 ) Net investment gains

Total $ ( 96 ) Net investment gains (losses)

Tax 22 Provision for income taxes

1 unchanged sentence

Reclassifications for the period $ ( 74 )

Six Months Ended

June 30, 2024 (in thousands)

Nine Months Ended

September 30, 2024 (in thousands)

Details about Accumulated Other Comprehensive Income Components

4 unchanged sentences

Write-down of securities ( 74 )

Total $ ( 74 ) Net investment gains

Total $ ( 74 ) Net investment gains (losses)

Tax 18 Provision for income taxes

1 unchanged sentence

Reclassifications for the period $ ( 56 )

Six Months Ended

June 30, 2023 (in thousands)

Nine Months Ended

September 30, 2023 (in thousands)

Details about Accumulated Other Comprehensive Income Components

4 unchanged sentences

Write-down of securities ( 208 )

Total $ ( 112 ) Net investment gains

Total $ ( 208 ) Net investment gains (losses)

Tax 48 Provision for income taxes

3 unchanged sentences

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.

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:

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2024 2023 2024 2023

15 unchanged sentences

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 exercise of such options 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 determined at the inception date that the lease was expected to be renewed or extended.

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2024 2023 2024 2023

7 unchanged sentences

(in thousands) As of

June 30, 2024 As of

September 30, 2024 As of

December 31, 2023

4 unchanged sentences

Total lease liabilities $ 6,088 $ 6,449

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:

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

Year Ended (in thousands) Operating

10 unchanged sentences

Supplemental lease information is as follows:

June 30, 2024 As of

September 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