Item 1. Financial Statements
Item 1. Financial Statements
Investors Title Company and Subsidiaries
Consolidated Balance Sheets
As of September 30, 2024 and December 31, 2023
(in thousands)
(unaudited)
September 30,
2024 December 31,
2023
Assets
Cash and cash equivalents $ 25,464 $ 24,031
Investments:
Fixed maturity securities, available-for-sale, at fair value (amortized cost: September 30, 2024: $ 102,051 ; December 31, 2023: $ 63,106 )
103,368 63,847
Equity securities, at fair value (cost: September 30, 2024: $ 23,540 ; December 31, 2023: $ 22,981 )
37,753 37,212
Short-term investments
87,449 110,224
Other investments
20,640 17,385
Total investments
249,210 228,668
Premiums and fees receivable 14,228 13,338
Accrued interest and dividends 1,468 978
Prepaid expenses and other receivables 9,585 13,525
Property, net 27,453 23,886
Goodwill and other intangible assets, net 15,349 16,249
Lease assets 5,883 6,303
Other assets 2,649 2,500
Current income taxes recoverable 697 1,081
Total Assets
$ 351,986 $ 330,559
Liabilities and Stockholders’ Equity
Liabilities:
Reserve for claims
$ 37,049 $ 37,147
Accounts payable and accrued liabilities
33,911 31,864
Lease liabilities 6,088 6,449
Deferred income taxes, net
3,625 3,546
Total liabilities
80,673 79,006
Commitments and Contingencies — —
Stockholders’ Equity:
Preferred stock ( 1,000 authorized shares; no shares issued)
— —
Common stock – no par value ( 10,000 authorized shares; 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
270,225 250,915
Accumulated other comprehensive income 1,088 638
Total stockholders' equity
271,313 251,553
Total Liabilities and Stockholders’ Equity
$ 351,986 $ 330,559
Refer to notes to the Consolidated Financial Statements.
1
Investors Title Company and Subsidiaries
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2024 and 2023
(in thousands, except per share amounts)
(unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
Revenues:
Net premiums written $ 54,855 $ 49,822 $ 146,451 $ 132,793
Escrow and other title-related fees 4,574 4,683 13,098 12,942
Non-title services 4,305 4,636 12,913 14,513
Interest and dividends 2,736 2,313 7,824 6,537
Other investment income 995 514 1,996 2,915
Net investment gains (losses) 976 ( 815 ) 4,640 720
Other 388 257 748 647
Total Revenues 68,829 61,410 187,670 171,067
Operating Expenses:
Commissions to agents 29,089 23,806 75,509 63,735
Provision for claims 1,668 1,838 3,483 3,897
Personnel expenses 18,057 19,083 54,793 58,451
Office and technology expenses 4,388 4,209 13,161 13,122
Other expenses 4,039 3,864 12,072 11,845
Total Operating Expenses 57,241 52,800 159,018 151,050
Income before Income Taxes 11,588 8,610 28,652 20,017
Provision for Income Taxes 2,273 1,526 5,941 4,167
Net Income $ 9,315 $ 7,084 $ 22,711 $ 15,850
Basic Earnings per Common Share $ 4.94 $ 3.75 $ 12.05 $ 8.37
Weighted Average Shares Outstanding – Basic 1,884 1,891 1,885 1,894
Diluted Earnings per Common Share $ 4.92 $ 3.75 $ 12.02 $ 8.37
Weighted Average Shares Outstanding – Diluted 1,893 1,891 1,889 1,894
Refer to notes to the Consolidated Financial Statements.
2
Investors Title Company and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Three and Nine Months Ended September 30, 2024 and 2023
(in thousands)
(unaudited)
Three 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 income (loss), before income tax:
Accumulated postretirement (benefit) expense obligation adjustment — ( 7 ) — 127
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 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 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 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
Refer to notes to the Consolidated Financial Statements.
3
Investors Title Company and Subsidiaries
Consolidated Statements of Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2024 and 2023
(in thousands, except per share amounts)
(unaudited)
Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss)
Total
Stockholders’
Equity
Shares Amount
Balance, June 30, 2023
1,891 $ — $ 247,092 $ 161 $ 247,253
Net income 7,084 7,084
Dividends paid ($ 0.46 per share)
( 870 ) ( 870 )
Share-based compensation expense related to stock appreciation rights 117 117
Accumulated postretirement benefit obligation adjustment, net of tax ( 6 ) ( 6 )
Net unrealized loss on investments ( 910 ) ( 910 )
Balance, September 30, 2023
1,891 $ — $ 253,423 $ ( 755 ) $ 252,668
Balance, June 30, 2024
1,884 $ — $ 261,648 $ 168 $ 261,816
Net income 9,315 9,315
Dividends paid ($ 0.46 per share)
( 867 ) ( 867 )
Exercise of stock appreciation rights — 1 1
Share-based compensation expense related to stock appreciation rights
128 128
Net unrealized gain on investments 920 920
Balance, September 30, 2024
1,884 $ — $ 270,225 $ 1,088 $ 271,313
4
Consolidated Statements of Stockholders’ Equity, continued
Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss)
Total
Stockholders’
Equity
Shares Amount
Balance, December 31, 2022
1,897 $ — $ 240,811 $ 200 $ 241,011
Net income 15,850 15,850
Dividends paid ($ 1.38 per share)
( 2,616 ) ( 2,616 )
Repurchases of common stock ( 7 ) ( 959 ) ( 959 )
Exercise of stock appreciation rights
1 — —
Share-based compensation expense related to stock appreciation rights 337 337
Accumulated postretirement benefit obligation adjustment, net of tax 100 100
Net unrealized loss on investments ( 1,055 ) ( 1,055 )
Balance, September 30, 2023
1,891 $ — $ 253,423 $ ( 755 ) $ 252,668
Balance, December 31, 2023
1,891 $ — $ 250,915 $ 638 $ 251,553
Net income 22,711 22,711
Dividends paid ($ 1.38 per share)
( 2,600 ) ( 2,600 )
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
296 296
Net unrealized gain on investments 450 450
Balance, September 30, 2024
1,884 $ — $ 270,225 $ 1,088 $ 271,313
Refer to notes to the Consolidated Financial Statements.
5
Investors Title Company and Subsidiaries
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2024 and 2023
(in thousands)
(unaudited)
Nine Months Ended
September 30,
2024 2023
Operating Activities
Net income $ 22,711 $ 15,850
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation 2,491 2,005
Accretion of investments, net ( 3,070 ) ( 2,663 )
Amortization of other intangible assets, net 900 982
Share-based compensation expense related to stock appreciation rights 296 337
Net gain on disposals of property ( 230 ) ( 99 )
Net investment gains ( 4,640 ) ( 720 )
Net earnings from other investments ( 1,326 ) ( 2,445 )
Provision for claims 3,483 3,897
Benefit for deferred income taxes ( 45 ) ( 4,021 )
Changes in assets and liabilities:
(Increase) decrease in premium and fees receivable ( 890 ) 1,725
Decrease (increase) in other assets 340 ( 4,029 )
Decrease in lease assets 420 275
Decrease in current income taxes receivable 384 1,174
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
Payments of claims, net of recoveries ( 3,581 ) ( 3,595 )
Net cash provided by (used in) operating activities 17,691 ( 6,723 )
Investing Activities
Purchases of fixed maturity securities ( 47,296 ) ( 18,445 )
Purchases of equity securities ( 6,979 ) ( 7,934 )
Purchases of short-term investments ( 97,963 ) ( 113,548 )
Purchases of other investments ( 5,628 ) ( 2,765 )
Proceeds from sales and maturities of fixed maturity securities 9,200 6,312
Proceeds from sales of equity securities 11,238 28,836
Proceeds from sales and maturities of short-term investments 124,494 115,829
Proceeds from sales and distributions of other investments and assets 6,201 3,327
Purchases of property ( 6,075 ) ( 6,621 )
Proceeds from the sale of property 247 407
Net cash (used in) provided by investing activities ( 12,561 ) 5,398
Financing Activities
Repurchases of common stock ( 1,098 ) ( 959 )
Exercise of stock appreciation rights 1 —
Dividends paid ( 2,600 ) ( 2,616 )
Net cash used in financing activities ( 3,697 ) ( 3,575 )
Net Increase (Decrease) in Cash and Cash Equivalents 1,433 ( 4,900 )
Cash and Cash Equivalents, Beginning of Period 24,031 35,311
Cash and Cash Equivalents, End of Period $ 25,464 $ 30,411
6
Consolidated Statements of Cash Flows, continued
Nine Months Ended
September 30,
2024 2023
Supplemental Disclosures:
Cash Paid During the Year for:
Income tax payments, net $ 5,644 $ 6,968
Non-Cash Investing and Financing Activities:
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.
7
INVESTORS TITLE COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2024
(unaudited)
Note 1 – Basis of Presentation and Significant Accounting Policies
Reference should be made to the “Notes to Consolidated Financial Statements” appearing in the Annual Report on Form 10-K for the year ended December 31, 2023 of Investors Title Company (the “Company”) for a complete description of the Company’s significant accounting policies.
Principles of Consolidation – The accompanying unaudited Consolidated Financial Statements include the accounts and operations of Investors Title Company and its subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information, with the instructions to Form 10-Q and with Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual consolidated financial statements have been condensed or omitted. All intercompany balances and transactions have been eliminated in consolidation.
In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows of the Company in the accompanying unaudited Consolidated Financial Statements have been included. All such adjustments are of a normal recurring nature. 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. Actual results could differ from those estimates and assumptions used.
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 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
Provision charged to operations 3,483 4,762
Payments of claims, net of recoveries ( 3,581 ) ( 4,807 )
Balance, end of period
$ 37,049 $ 37,147
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 September 30, 2024. Management continually reviews and adjusts its reserve for claims estimates to reflect its loss experience and any new information that becomes available. Adjustments resulting from such reviews could be significant.
8
A summary of the Company’s reserve for claims, broken down into its components of known title claims and IBNR, follows:
(in thousands, except percentages) September 30, 2024 % December 31, 2023 %
Known title claims $ 2,742 7.4 $ 2,855 7.7
IBNR 34,307 92.6 34,292 92.3
Total reserve for claims
$ 37,049 100.0 $ 37,147 100.0
Claims and losses paid are charged to the reserve for claims. Although claims losses are typically paid in cash, occasionally claims are settled by purchasing the interest of the insured or the claimant in the real property. When this event occurs, the Company carries assets at the lower of cost or estimated fair value, net of any indebtedness on the property.
Note 3 – Earnings Per Common Share and Share Awards
Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share is computed by dividing net income by the combination of dilutive potential common stock, comprised of shares issuable under the Company’s share-based compensation plans, and the weighted average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money share-based awards, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, when share-based awards are assumed to be exercised, (a) the exercise price of a share-based award and (b) the amount of compensation cost, if any, for future services that the Company has not yet recognized, are assumed to be used to repurchase shares in the current period.
The following table sets forth the computation of basic and diluted earnings per share for the three- and nine-month periods ended September 30:
Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands, except per share amounts)
2024 2023 2024 2023
Net income $ 9,315 $ 7,084 $ 22,711 $ 15,850
Weighted average common shares outstanding – Basic 1,884 1,891 1,885 1,894
Incremental shares outstanding assuming the exercise of dilutive SARs (share-settled)
9 — 4 —
Weighted average common shares outstanding – Diluted
1,893 1,891 1,889 1,894
Basic earnings per common share $ 4.94 $ 3.75 $ 12.05 $ 8.37
Diluted earnings per common share $ 4.92 $ 3.75 $ 12.02 $ 8.37
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. 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 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. There have been no stock options or SARs granted where the exercise price was less than the market price on the date of grant.
9
A summary of share-based award transactions for all share-based award plans follows:
(in thousands, except weighted average exercise price and average remaining contractual term) Number
Of Shares Weighted
Average
Exercise Price Average Remaining
Contractual
Term (Years) Aggregate
Intrinsic
Value
Outstanding as of January 1, 2023
39 $ 159.39 4.10 $ 243
SARs granted 5 142.88
SARs exercised ( 2 ) 93.87
Outstanding as of December 31, 2023 42 $ 160.83 3.69 $ 428
SARs granted 5 160.94
SARs exercised ( 4 ) 154.13
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. 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. Expected volatilities are based on both the implied and historical volatility of the Company’s stock. The Company uses historical data to project SAR exercises and pre-exercise forfeitures within the valuation model. The expected term of awards represents the period of time that SARs granted are expected to be outstanding. The interest rate assumed for the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. 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:
2024 2023
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 $ 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
The Company has two reportable segments, title insurance and exchange services. The remaining immaterial segments have been combined into a group called “All Other.”
The title insurance segment primarily issues title insurance policies through approved attorneys from underwriting offices and through independent issuing agents. Title insurance policies insure titles to real estate.
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.
10
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
September 30, 2024 (in thousands) Title
Insurance Exchange
Services All
Other Intersegment Eliminations Total
Insurance and other services revenues $ 63,272 $ 2,634 $ 2,252 $ ( 4,036 ) $ 64,122
Net investment income 3,681 115 911 — 4,707
Total revenues
$ 66,953 $ 2,749 $ 3,163 $ ( 4,036 ) $ 68,829
Operating expenses 58,211 668 2,244 ( 3,882 ) 57,241
Income before income taxes $ 8,742 $ 2,081 $ 919 $ ( 154 ) $ 11,588
Total assets $ 231,805 $ 10,446 $ 109,735 $ — $ 351,986
Three Months Ended
September 30, 2023 (in thousands) Title
Insurance Exchange
Services All
Other Intersegment Eliminations Total
Insurance and other services revenues $ 59,182 $ 3,141 $ 1,916 $ ( 4,841 ) $ 59,398
Net investment income 1,037 47 928 — 2,012
Total revenues $ 60,219 $ 3,188 $ 2,844 $ ( 4,841 ) $ 61,410
Operating expenses 54,809 603 2,057 ( 4,669 ) 52,800
Income before income taxes $ 5,410 $ 2,585 $ 787 $ ( 172 ) $ 8,610
Total assets $ 226,105 $ 5,399 $ 100,411 $ — $ 331,915
Nine Months Ended
September 30, 2024 (in thousands) Title
Insurance Exchange
Services All
Other Intersegment Eliminations Total
Insurance and other services revenues $ 171,767 $ 8,120 $ 6,156 $ ( 12,833 ) $ 173,210
Net investment income 10,675 280 3,505 — 14,460
Total revenues
$ 182,442 $ 8,400 $ 9,661 $ ( 12,833 ) $ 187,670
Operating expenses 162,566 2,030 6,775 ( 12,353 ) 159,018
Income before income taxes $ 19,876 $ 6,370 $ 2,886 $ ( 480 ) $ 28,652
Total assets $ 231,805 $ 10,446 $ 109,735 $ — $ 351,986
Nine Months Ended
September 30, 2023 (in thousands) Title
Insurance Exchange
Services All
Other Intersegment Eliminations Total
Insurance and other services revenues $ 159,382 $ 10,066 $ 5,815 $ ( 14,368 ) $ 160,895
Net investment income 7,616 133 2,423 — 10,172
Total revenues $ 166,998 $ 10,199 $ 8,238 $ ( 14,368 ) $ 171,067
Operating expenses 156,694 1,811 6,397 ( 13,852 ) 151,050
Income before income taxes $ 10,304 $ 8,388 $ 1,841 $ ( 516 ) $ 20,017
Total assets $ 226,105 $ 5,399 $ 100,411 $ — $ 331,915
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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 September 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 September 30, 2024 and 2023:
Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Service cost – benefits earned during the year $ — $ — $ — $ —
Interest cost on the projected benefit obligation 11 10 34 30
Amortization of unrecognized gain — ( 7 ) — ( 21 )
Net periodic benefit cost $ 11 $ 3 $ 34 $ 9
Note 6 – Investments and Estimated Fair Value
Investments in Fixed Maturity Securities
The estimated fair value, gross unrealized holding gains, gross unrealized holding losses and amortized cost for fixed maturity securities by major classification are as follows:
As of September 30, 2024 (in thousands) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated Fair
Value
Fixed maturity securities, available-for-sale, at fair value:
Government obligations $ 549 $ 3 $ — $ 552
General obligations of U.S. states, territories and political subdivisions
9,330 48 ( 15 ) 9,363
Special revenue issuer obligations of U.S. states, territories and political subdivisions
21,821 97 ( 23 ) 21,895
Corporate debt securities 70,351 1,210 ( 3 ) 71,558
Total
$ 102,051 $ 1,358 $ ( 41 ) $ 103,368
As of December 31, 2023 (in thousands) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated Fair
Value
Fixed maturity securities, available-for-sale, at fair value:
Government obligations $ 2,220 $ 2 $ ( 2 ) $ 2,220
General obligations of U.S. states, territories and political subdivisions
9,419 64 ( 24 ) 9,459
Special revenue issuer obligations of U.S. states, territories and political subdivisions
24,908 145 ( 66 ) 24,987
Corporate debt securities 26,559 655 ( 33 ) 27,181
Total
$ 63,106 $ 866 $ ( 125 ) $ 63,847
The special revenue category for both periods presented includes approximately 30 individual fixed maturity securities with revenue sources from a variety of industry sectors.
12
The scheduled maturities of fixed maturity securities at September 30, 2024 are as follows:
Available-for-Sale
(in thousands) Amortized
Cost Estimated Fair
Value
Due in one year or less $ 40,626 $ 40,754
Due one year through five years 40,032 40,570
Due five years through ten years 16,105 16,455
Due after ten years 5,288 5,589
Total
$ 102,051 $ 103,368
Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties.
The following table presents the gross unrealized losses on fixed maturity securities and the estimated fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous loss position at September 30, 2024 and December 31, 2023:
Less than 12 Months 12 Months or Longer Total
As of September 30, 2024 (in thousands) Estimated
Fair
Value Unrealized
Losses Estimated
Fair
Value Unrealized
Losses Estimated
Fair
Value Unrealized
Losses
General obligations of U.S. states, territories and political subdivisions $ 3,147 $ ( 3 ) $ 2,807 $ ( 12 ) $ 5,954 $ ( 15 )
Special revenue issuer obligations of U.S. states, territories and political subdivisions
3,670 ( 1 ) 2,845 ( 22 ) 6,515 ( 23 )
Corporate debt securities 1,347 ( 1 ) 2,187 ( 2 ) 3,534 ( 3 )
Total $ 8,164 $ ( 5 ) $ 7,839 $ ( 36 ) $ 16,003 $ ( 41 )
Less than 12 Months 12 Months or Longer Total
As of December 31, 2023 (in thousands) Estimated
Fair
Value Unrealized
Losses Estimated
Fair
Value Unrealized
Losses Estimated
Fair
Value Unrealized
Losses
Government obligations $ 1,488 $ ( 2 ) $ — $ — $ 1,488 $ ( 2 )
General obligations of U.S. states, territories and political subdivisions 5,925 ( 23 ) 101 ( 1 ) 6,026 ( 24 )
Special revenue issuer obligations of U.S. states, territories and political subdivisions
7,124 ( 16 ) 3,085 ( 50 ) 10,209 ( 66 )
Corporate debt securities
6,052 ( 29 ) 296 ( 4 ) 6,348 ( 33 )
Total $ 20,589 $ ( 70 ) $ 3,482 $ ( 55 ) $ 24,071 $ ( 125 )
Management evaluates available-for-sale fixed maturity securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. The decline in estimated fair value of the fixed maturity securities can be attributed primarily to changes in market interest rates and changes in credit spreads over Treasury securities.
Factors considered in determining whether a loss is credit-related include the financial condition and prospects of the issuer (including credit ratings and analyst reports) and macro-economic changes. 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. 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.
13
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 $ 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 September 30, 2024 (in thousands)
Cost Estimated Fair
Value
Equity securities, at fair value:
Common stocks $ 23,540 $ 37,753
Total
$ 23,540 $ 37,753
As of December 31, 2023 (in thousands)
Cost Estimated Fair
Value
Equity securities, at fair value:
Common stocks $ 22,981 $ 37,212
Total
$ 22,981 $ 37,212
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
September 30, Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Gross realized gains from securities:
Common stocks
$ 444 $ 1,749 $ 5,157 $ 15,449
Total
$ 444 $ 1,749 $ 5,157 $ 15,449
Gross realized losses from securities:
Common stocks
$ ( 122 ) $ ( 77 ) $ ( 339 ) $ ( 400 )
Write-down of securities — ( 96 ) ( 74 ) ( 208 )
Total
$ ( 122 ) $ ( 173 ) $ ( 413 ) $ ( 608 )
Net realized gains from securities $ 322 $ 1,576 $ 4,744 $ 14,841
Gross realized gains (losses) on other investments:
Gains on other investments $ 242 $ 5 $ 243 $ 5
Losses on other investments ( 20 ) ( 4 ) ( 20 ) ( 120 )
Write-down of other assets ( 309 ) — ( 309 ) —
Total
$ ( 87 ) $ 1 $ ( 86 ) $ ( 115 )
Net realized investment gains $ 235 $ 1,577 $ 4,658 $ 14,726
Changes in the estimated fair value of equity security investments $ 741 $ ( 2,392 ) $ ( 18 ) $ ( 14,006 )
Net investment gains (losses) $ 976 $ ( 815 ) $ 4,640 $ 720
Realized gains and losses are determined on the specific identification method.
14
Variable Interest Entities
The Company holds investments in variable interest entities ("VIEs") that are not consolidated in the Company's financial statements as the Company is not the primary beneficiary. These entities are considered VIEs as the equity investors at risk, including the Company, do not have the power over the activities that most significantly impact the economic performance of the entities; this power resides with a third-party general partner or managing member that cannot be removed except for cause 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 September 30, 2024:
(in thousands) Balance Sheet Classification Carrying Value Estimated Fair Value Maximum Potential Loss (a)
Real estate LLCs or LPs Other investments $ 10,577 $ 12,761 $ 14,654
Small business investment LPs Other investments 1,168 1,242 1,403
Total
$ 11,745 $ 14,003 $ 16,057
(a) Maximum potential loss is calculated as the total investment in the LLC or LP, including any capital commitments that may have not yet been called. The Company is not exposed to any loss beyond the total commitment of its investment.
Valuation of Financial Assets
The Financial Accounting Standards Board ("FASB") has established a valuation hierarchy for disclosure of the inputs used to measure estimated fair value of financial assets and liabilities, such as securities. This hierarchy categorizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions intended to represent market participant assumptions used to measure assets and liabilities at fair value.
A financial instrument’s classification within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement – consequently, if there are multiple significant valuation inputs that are categorized in different levels of the hierarchy, the instrument’s hierarchy level is the lowest level (with Level 3 being the lowest level) within which any significant input falls.
The Level 1 category includes equity securities and U.S. Treasury securities that are measured at estimated fair value using quoted active market prices.
The Level 2 category includes fixed maturity securities such as corporate debt securities, U.S. government obligations, and obligations of U.S. states, territories, and political subdivisions. Estimated fair value is principally based on market values obtained from a third-party pricing service. Factors that are used in determining estimated fair market value include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. The Company receives one quote per security from a third-party pricing service, although as discussed below, the Company does consult other pricing resources when confirming that the prices it obtains reflect the fair values of the instruments in accordance with GAAP. Generally, quotes obtained from the pricing service for instruments classified as Level 2 are not adjusted and are not binding. 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. However, these securities are classified as Level 2 because the pricing service from which the Company has obtained estimated fair values for these instruments uses valuation models that use observable market inputs in addition to trading prices. Substantially all of the input assumptions used in the service’s model are observable in the marketplace or can be derived or supported by observable market data.
In the measurement of the estimated fair value of certain financial instruments, other valuation techniques were utilized if quoted market prices were not available. These derived fair value estimates are significantly affected by the assumptions used. Additionally, certain financial instruments, including those related to insurance contracts, pension and other postretirement benefits, and equity method investments are excluded from the scope of disclosures.
15
In estimating the fair value of the financial instruments presented, the Company used the following methods and assumptions:
Cash and cash equivalents
The carrying amount for cash and cash equivalents is a reasonable estimate of fair value due to the short-term maturity of these investments.
Measurement alternative equity investments
The measurement alternative method requires investments without readily determinable fair values to be recorded at cost, less impairments, and plus or minus any changes resulting from observable price changes. The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of these investments and makes any necessary adjustments.
Notes receivable
Notes receivable are recorded at amortized cost 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.
Accrued interest and dividends
The carrying amount for accrued interest and dividends is a reasonable estimate of fair value due to the short-term maturity of these assets.
The following table presents, by level, fixed maturity securities carried at estimated fair value as of September 30, 2024 and December 31, 2023:
As of September 30, 2024 (in thousands) Level 1 Level 2 * Level 3 Total
Fixed maturity securities:
Obligations of U.S. states, territories and political subdivisions $ 552 $ 31,258 $ — $ 31,810
Corporate debt securities — 71,558 — 71,558
Total
$ 552 $ 102,816 $ — $ 103,368
As of December 31, 2023 (in thousands) Level 1 Level 2 * Level 3 Total
Fixed maturity securities:
Obligations of U.S. states, territories and political subdivisions $ 2,220 $ 34,446 $ — $ 36,666
Corporate debt securities — 27,181 — 27,181
Total
$ 2,220 $ 61,627 $ — $ 63,847
*Denotes fair market value obtained from pricing services.
16
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:
Cash and cash equivalents
$ 25,464 $ — $ — $ 25,464
Accrued interest and dividends
1,468 — — 1,468
Equity securities, at fair value:
Common stocks
37,753 — — 37,753
Short-term investments:
Money market funds and U.S. Treasury bills 87,449 — — 87,449
Total
$ 152,134 $ — $ — $ 152,134
As of December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total
Financial assets:
Cash and cash equivalents
$ 24,031 $ — $ — $ 24,031
Accrued interest and dividends
978 — — 978
Equity securities, at fair value:
Common stocks
37,212 — — 37,212
Short-term investments:
Money market funds and U.S. Treasury bills 110,224 — — 110,224
Total
$ 172,445 $ — $ — $ 172,445
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.
To help ensure that estimated fair value determinations are consistent with GAAP, prices from our pricing services go through multiple review processes to ensure appropriate pricing. Pricing procedures and inputs used to price each security include, but are not limited to, the following: unadjusted quoted market prices for identical securities such as stock market closing prices; non-binding quoted prices for identical securities in markets that are not active; interest rates; yield curves observable at commonly quoted intervals; volatility; prepayment speeds; loss severity; credit risks; and default rates. The Company reviews the procedures and inputs used by its pricing services, and verifies a sample of the services’ quotes by comparing them to values obtained from other pricing resources. In the event the Company disagrees with a price provided by its pricing services, the respective service reevaluates the price to corroborate the market information and then reviews inputs to the evaluation in light of potentially new market data.
Certain measurement alternative equity investments and notes receivable are measured at estimated fair value on a non-recurring basis and are reviewed for impairment quarterly. If any such investment is determined to be impaired, an impairment charge is recorded against such investment and reflected in the unaudited Consolidated Statements of Operations. There were 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
Financial assets:
Equity investments in unconsolidated affiliates, measurement alternative $ — $ — $ 8,202 $ 8,202
Notes receivable — — 641 641
Total
$ — $ — $ 8,843 $ 8,843
17
As of December 31, 2023 (in thousands)
Level 1 Level 2 Level 3 Total
Financial assets:
Equity investments in unconsolidated affiliates, measurement alternative $ — $ — $ 9,300 $ 9,300
Notes receivable — — 2,201 2,201
Total $ — $ — $ 11,501 $ 11,501
Note 7 – Commitments and Contingencies
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.
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. 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 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 $ 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; however, the Company remains contingently liable for the disposition of the transfers of property, disbursements of proceeds and the return on the proceeds at the agreed upon rate. Exchange services revenue includes earnings on these deposits; therefore, investment income is shown as non-title services rather than investment income. These like-kind exchange funds are primarily invested in money market funds and other short-term investments.
Note 8 – Related Party Transactions
The Company does business with, and has investments in, unconsolidated LLCs that are primarily title insurance agencies. The Company utilizes the equity method to account for its investment in these LLCs. The following table sets forth the approximate values by year found within each financial statement classification:
Financial Statement Classification,
Consolidated Balance Sheets (unaudited)
(in thousands) As of
September 30, 2024 As of
December 31, 2023
Other investments $ 4,961 $ 5,561
Premium and fees receivable $ 3,666 $ 627
Financial Statement Classification,
Consolidated Statements of Operations (unaudited)
(in thousands) Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
Net premiums written $ 7,155 $ 6,285 $ 20,000 $ 16,692
Non-title services and other investment income $ 902 $ 598 $ 1,941 $ 3,095
Commissions to agents $ 5,047 $ 4,288 $ 13,837 $ 11,134
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Note 9 – Intangible Assets, Goodwill and Title Plants
Intangible Assets
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 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
September 30, 2024 As of
December 31, 2023
Referral relationships $ 8,898 $ 8,898
Non-compete agreements 3,155 3,155
Tradename 747 747
Total
12,800 12,800
Accumulated amortization ( 7,076 ) ( 6,176 )
Identifiable intangible assets, net
$ 5,724 $ 6,624
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)
2024 $ 278
2025 1,095
2026 1,095
2027 679
2028 650
Thereafter 1,740
Total
$ 5,537
Goodwill and Title Plants
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 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.
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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 nine-month periods ended September 30, 2024 and 2023:
Three Months Ended
September 30, 2024 (in thousands) Unrealized Gains and
Losses
On Available-for-Sale
Securities Postretirement
Benefits Plans
Total
Beginning balance at June 30, 2024
$ 113 $ 55 $ 168
Other comprehensive income before calculations 920 — 920
Amounts reclassified from accumulated other comprehensive income
— — —
Net current-period other comprehensive income 920 — 920
Ending balance $ 1,033 $ 55 $ 1,088
Three Months Ended
September 30, 2023 (in thousands) Unrealized Gains and
Losses
On Available-for-Sale
Securities Postretirement
Benefits Plans Total
Beginning balance at June 30, 2023
$ 19 $ 142 $ 161
Other comprehensive loss before calculations ( 984 ) ( 6 ) ( 990 )
Amounts reclassified from accumulated other comprehensive income
74 — 74
Net current-period other comprehensive loss ( 910 ) ( 6 ) ( 916 )
Ending balance
$ ( 891 ) $ 136 $ ( 755 )
Nine Months Ended
September 30, 2024 (in thousands) Unrealized Gains and
Losses
On Available-for-Sale
Securities Postretirement
Benefits Plans
Total
Beginning balance at December 31, 2023 $ 583 $ 55 $ 638
Other comprehensive income before calculations 394 — 394
Amounts reclassified from accumulated other comprehensive income
56 — 56
Net current-period other comprehensive income 450 — 450
Ending balance $ 1,033 $ 55 $ 1,088
Nine Months Ended
September 30, 2023 (in thousands) Unrealized Gains and
Losses
On Available-for-Sale
Securities Postretirement
Benefits Plans Total
Beginning balance at December 31, 2022 $ 164 $ 36 $ 200
Other comprehensive (loss) income before calculations ( 1,215 ) 100 ( 1,115 )
Amounts reclassified from accumulated other comprehensive income
160 — 160
Net current-period other comprehensive (loss) income ( 1,055 ) 100 ( 955 )
Ending balance
$ ( 891 ) $ 136 $ ( 755 )
20
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
September 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 —
Total $ — Net investment gains (losses)
Tax — Provision for income taxes
Net of Tax $ —
Reclassifications for the period $ —
Three Months Ended
September 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 ( 96 )
Total $ ( 96 ) Net investment gains (losses)
Tax 22 Provision for income taxes
Net of Tax $ ( 74 )
Reclassifications for the period $ ( 74 )
Nine Months Ended
September 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 (losses)
Tax 18 Provision for income taxes
Net of Tax $ ( 56 )
Reclassifications for the period $ ( 56 )
21
Nine Months Ended
September 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 ( 208 )
Total $ ( 208 ) Net investment gains (losses)
Tax 48 Provision for income taxes
Net of Tax $ ( 160 )
Reclassifications for the period $ ( 160 )
Note 11 – Revenue from Contracts with Customers
ASC 606, Revenue from Contracts with Customers , requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts, and therefore is primarily applicable to the following Company revenue categories.
Escrow and other title-related fees: The Company’s title segment recognizes commission revenue and fees related to items such as searches, settlements, commitments and other ancillary services. Escrow and other title-related fees are recognized as revenue at the time of the related transactions as the earnings process, or performance obligation, is then considered to be complete.
Non-title services: Through various subsidiaries, the Company offers management services, tax-deferred real property exchange services, investment management and trust services. Nonrefundable exchange fees are recognized as revenue upon receipt of the funds, which is at the time of closing of the initial sale of property. All other non-title service fees are recognized as revenue as performance obligations are completed.
Other: 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.
The following table provides a breakdown of the Company’s revenue by major business activity:
Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Revenue from contracts with customers:
Escrow and other title-related fees $ 4,574 $ 4,683 $ 13,098 $ 12,942
Non-title services 4,305 4,636 12,913 14,513
Total revenue from contracts with customers 8,879 9,319 26,011 27,455
Other sources of revenue:
Net premiums written 54,855 49,822 146,451 132,793
Investment-related revenue 4,707 2,012 14,460 10,172
Other 388 257 748 647
Total revenues
$ 68,829 $ 61,410 $ 187,670 $ 171,067
22
Note 12 – Leases
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. The Company occasionally assumes equipment lease agreements through business acquisitions. These leases are accounted for as finance leases.
Included in a portion of the Company's current leases are options to extend or cancel the lease term. 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. 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; thus no incremental borrowing rate was available to the Company.
Lease expense is included in office and technology expenses in the unaudited Consolidated Statements of Operations. Information regarding the Company’s leases follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Operating leases $ 650 $ 663 $ 2,015 $ 2,139
Finance leases:
Amortization of lease assets 64 74 196 182
Lease expense $ 714 $ 737 $ 2,211 $ 2,321
Sub-lease income ( 51 ) — ( 172 ) —
Lease cost $ 663 $ 737 $ 2,039 $ 2,321
Components of the lease liability presented on the unaudited Consolidated Balance Sheets are as follows:
(in thousands) As of
September 30, 2024 As of
December 31, 2023
Current:
Operating lease liabilities $ 2,265 $ 2,201
Finance lease liabilities 224 170
Non-current:
Operating lease liabilities 3,171 3,792
Finance lease liabilities 428 286
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 September 30, 2024, are summarized as follows:
Year Ended (in thousands) Operating
Leases Finance
Leases Total
2024 $ 2,430 $ 247 $ 2,677
2025 1,613 215 1,828
2026 840 156 996
2027 297 80 377
2028 264 — 264
Thereafter 366 — 366
Total undiscounted payments $ 5,810 $ 698 $ 6,508
Less: present value adjustment ( 374 ) ( 46 ) ( 420 )
Lease liabilities $ 5,436 $ 652 $ 6,088
23
Supplemental lease information is as follows:
As of
September 30, 2024 As of
December 31, 2023
Weighted average remaining lease term (years)
Operating leases 3.33 3.07
Finance leases 3.03 2.93
Weighted average discount rate
Operating leases 4.0 % 3.8 %
Finance leases 4.4 % 3.7 %
The Company does not have any material pending operating or financing lease agreements that become effective in future periods.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.