Notes to Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
Description of Business: Investors Title Company’s (the “Company”) primary business, and only reportable segment, is title insurance. The title insurance segment, through its two subsidiaries, Investors Title Insurance Company (“ITIC”) and National Investors Title Insurance Company (“NITIC”), is licensed to insure titles to residential, institutional, commercial and industrial properties. The Company issues title insurance policies directly and through a network of agents in 23 states and the District of Columbia, primarily in the eastern half of the United States. The majority of the Company’s business is concentrated in North Carolina, Texas, South Carolina and Georgia.
Principles of Consolidation and Basis of Presentation: The accompanying 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”). All intercompany balances and transactions have been eliminated in consolidation.
Significant Accounting Policies: The significant accounting policies of the Company are summarized below.
Cash and Cash Equivalents
For the purpose of presentation in the Consolidated Balance Sheets and Consolidated Statements of Cash Flows, cash equivalents are highly liquid instruments with remaining original maturities of three months or less. The carrying amount of cash and cash equivalents is a reasonable estimate of fair value due to the short-term maturity at purchase of these instruments.
Investments in Securities
Investments in Fixed Maturity Securities: Fixed maturity securities are classified as available-for-sale and reported at estimated fair value with unrealized gains and losses, net of tax and adjusted for recognized impairment, and reported as accumulated other comprehensive income. Securities are regularly reviewed for differences between the cost and estimated fair value of each security for factors that may indicate that a decline in fair value is impaired. In evaluating available-for-sale fixed maturity securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which estimated fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers’ financial condition, among other factors. If the Company intends to sell an available-for-sale security in an unrealized loss position, or determines that it is more likely than not that the Company will be required to sell the security before it recovers its amortized cost basis, the security is impaired and it is written down to estimated fair value with all losses recognized in earnings. For available-for-sale fixed maturity securities in an unrealized loss position for which the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security, the Company evaluates the securities to determine whether the decline in the estimated fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit-related is recognized in other comprehensive loss, net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses (“ACL”) on the Consolidated Balance Sheets, limited to the amount by which the amortized cost basis exceeds the estimated fair value, with a corresponding adjustment to earnings.
The ACL may be reversed if conditions change through an adjustment to the Consolidated Statements of Operations. Changes in the ACL are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the ACL when management believes the uncollectability of an available-for-sale fixed maturity security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable is excluded from the estimate of credit losses. Impairment reviews are inherently uncertain and the value of the investment may not fully recover or may decline in future periods resulting in a realized loss. Realized gains and losses are determined on the specific identification method. Refer to Note 3 for further information about the Company’s investments in fixed maturity securities.
Investments in Equity Securities: Equity securities represent ownership interests held by the Company in entities for investment purposes. Changes in the estimated fair value of equity security investments are reported in the Consolidated Statements of Operations. Realized investment gains and losses from sales are recorded on the trade date and are determined using the specific identification method. Refer to Note 3 for further information about the Company’s investments in equity securities.
Other Investments
Other investments consist of investments in real estate and unconsolidated affiliated entities, typically structured as limited liability companies ("LLCs"), without readily determinable fair values. As of December 31, 2022, the Company had investments in real estate of $5.0 million and investments in unconsolidated affiliated entities of $13.3 million.
Real estate investments are reported at amortized cost. Depreciation and other related expenses are recorded as an offset to investment income. The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of real estate investments and makes any necessary adjustments, with any reductions in the carrying amount of these investments recorded in net realized investment gains in the Consolidated Statement of Operations when recognized. Lease rental income earned by the Company, which does not have a material impact on the Company's results of operations, is included with other income on the Consolidated Statements of Operations.
Investments in unconsolidated affiliated entities are accounted for under either the equity method or the measurement alternative method. The measurement alternative method is used when an investment does not qualify for either the equity method or an estimated fair value using the net asset value per share. Under the measurement alternative method, investments are recorded at cost, less any impairment and plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. 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.
Short-Term Investments
Short-term investments are comprised of money market accounts which are invested in short-term funds, U.S. Treasury bills, commercial paper, certificates of deposit, and other investments expected to have maturities or redemptions greater than three months and less than twelve months. The Company monitors any events or changes in circumstances that may have a significant adverse effect on the fair value of these investments.
Property Acquired in Settlement of Claims
Property acquired in settlement of claims is held for sale and valued at the lower of cost or estimated realizable value, net of any indebtedness on the property. Adjustments to reported estimated realizable values and realized gains or losses on dispositions are recorded as increases or decreases in claim costs. Properties acquired in settlement of claims are included in other assets in the Consolidated Balance Sheets.
Property and Equipment
Property and equipment are recorded at cost and are depreciated principally under the straight-line method over the estimated useful lives (3 to 25 years) of the respective assets. Maintenance and repairs are charged to operating expenses and improvements are capitalized.
Reserve for Claims
The total reserve for all reported and unreported losses the Company incurred through December 31, 2022 is represented by the reserve for claims. The Company’s reserve for unpaid losses and loss adjustment expenses is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders which may be reported in the future (incurred but not reported, or “IBNR”). Despite the variability of such estimates, management believes that the reserve is adequate to cover claims losses resulting from pending and future claims for policies issued through December 31, 2022. The Company continually reviews and adjusts its reserve estimates as necessary to reflect its loss experience and any new information that becomes available. Adjustments resulting from such reviews may be significant.
Claims 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 acquiring company carries the assets as property acquired in the settlement of claims.
Income Taxes
The Company makes certain estimates and judgments in determining income tax expense (benefit) for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. The Company provides for deferred income taxes (benefits) for the tax consequences in future years of temporary differences between the financial statements’ carrying values and the tax bases of assets and liabilities using currently enacted tax rates. The Company establishes a valuation allowance if it believes that it is more likely than not that some or all of its deferred tax assets will not be realized. Refer to Note 8 for further information regarding income taxes.
Premiums Written and Commissions to Agents
Generally, title insurance premiums are recognized at the time of settlement of the related real estate transaction, as the earnings process is then considered complete, irrespective of the timing of issuance of a title insurance policy or commitment. Expenses typically associated with premiums, including agent commissions, premium taxes, and a provision for future claims are recognized concurrent with recognition of related premium revenue.
Allowance for Doubtful Accounts
Company management continually evaluates the collectability of receivables and provides an allowance for doubtful accounts equal to estimated losses expected to be incurred in the collection of premiums and fees receivable. Changes to the allowance for doubtful accounts are reflected within net premiums written in the Consolidated Statements of Operations. Amounts are charged off in the period they are deemed to be uncollectible.
Quarterly, the Company evaluates the collectability of receivables. Write-offs of receivables have not been material to the Company.
Exchange Services Revenue
Fees are recognized at the signing of a binding agreement, as the earnings process, or performance obligation, is then considered to be complete. Investment earnings are recognized as they are earned. Exchange services revenue is included in non-title services in the Consolidated Statements of Operations.
Fair Values of Financial Instruments
The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, short-term investments, premium and fees receivable, accrued interest and dividends, accounts payable, commissions payable, reinsurance payable and current income taxes recoverable/payable approximate fair value due to the short-term nature of these assets and liabilities. Estimated fair values for the majority of investment securities are based on quoted market prices. Refer to Note 3 for further information regarding investments in securities and fair value.
Comprehensive Income
The Company’s accumulated other comprehensive income is comprised of unrealized holding gains or losses on available-for-sale securities, net of tax, and unrealized gains or losses associated with postretirement benefit liabilities, net of tax. Accumulated other comprehensive income as of December 31, 2022 consists of $164 thousand of unrealized holding gains on available-for-sale securities and $36 thousand of unrecognized actuarial gains associated with postretirement benefit liabilities. Accumulated other comprehensive income as of December 31, 2021 consists of $3.4 million of unrealized holding gains on available-for-sale securities and $144 thousand of unrecognized actuarial losses associated with postretirement benefit liabilities.
Share-Based Compensation
Share-based compensation cost is generally measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense over the employee’s requisite service period.
As the share-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Goodwill
Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. The fair value of the Company’s goodwill at acquisition is principally based on values obtained from an independent third-party valuation service.
Goodwill was reviewed for impairment as of December 31, 2022, and is reviewed at least annually, or when events or changes in circumstances indicate the carrying value may not be recoverable. When evaluating whether goodwill is impaired, the Company determines through qualitative analysis whether relevant events and circumstances indicate that it is more likely than not that goodwill balances are impaired as of the testing date. If the qualitative analysis does not indicate that an impairment of goodwill is more likely than not, then no other specific quantitative impairment testing is required. If it is determined that it is more likely than not that an impairment exists, the Company performs a quantitative assessment whereby a discounted cash flow analysis is utilized to determine an estimated fair value. The estimated fair value is compared to the carrying value of goodwill as of the measurement date. The discounted cash flows used in estimating fair value are dependent on a number of significant assumptions, and therefore estimated fair value measurements are subject to change given the inherent uncertainty in predicting future results and cash flows.
Other Intangible Assets
The Company’s other intangible assets consist of non-compete agreements, referral relationships and a tradename resulting from agency acquisitions; all of which are recorded at the acquisition date fair value. The fair value of the Company’s other intangible assets is principally based on values obtained from an independent third-party valuation service. Assets with remaining useful lives will be amortized on a straight-line basis over those useful lives, which range from 14 months to 30 years; noting that the amortization of certain non-compete contracts will start at a future date when the related employment agreements are terminated. Other intangible assets are reviewed for impairment at least annually or when events or changes in circumstances indicate the carrying value may not be recoverable.
Title Plants
Title plants represent a historical record of matters affecting title to parcels of land in a particular geographic area. Title plants are recorded at the cost incurred to construct or obtain and organize historical title information to the point it can be used to perform title searches. Costs incurred to maintain, update and operate title plants are expensed as incurred. Title plants are not amortized as they are considered to have an indefinite life with no diminishment of value if properly maintained; but are subject to impairment evaluation, which the Company performs on at least an annual basis.
Leases
At inception, the Company determines if an arrangement is a lease. The Company enters into lease agreements that are primarily used for office space, and the majority of current leases are accounted for as operating leases. Amounts related to leases are included in right-of-use ("ROU") assets and lease liabilities on the Consolidated Balance Sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the stated lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from a lease. Lease ROU assets and liabilities are recognized at the date of the lease commencement, and are based on the present value of lease payments over the lease term. The Company's current leases do not provide an implicit interest rate, thus the Company utilized the average rate over a 10-year term based upon the Moody's seasoned Aaa corporate bond yields in determining the present value of lease payments. A portion of the Company's current leases includes an option to extend or cancel the lease term. The exercise of such an option is solely at the Company's discretion. The lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determined at the date of adoption that the lease was expected to be renewed or extended. A lease expense is recognized on a straight-line basis over the lease term. Adjustments for straight-line rental expense for the periods presented are not material and as such, the lease expense recognized was reflected in cash used in operating activities for the respective periods. Refer to Note 9 for further information about the Company's leases.
Subsequent Events
The Company has evaluated and concluded that there were no material subsequent events requiring adjustment or disclosure to its Consolidated Financial Statements.
Use of Estimates and Assumptions
The preparation of the 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 Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period and the accompanying Notes to Consolidated Financial Statements. Actual results could differ materially from those estimates and assumptions used. The more significant of these estimates and assumptions include the following:
Claims: The Company’s reserve for claims is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders which have been incurred but not reported. A provision for estimated future claims payments is recorded at the time policy revenue is recorded as a percentage of net premiums written. By their nature, title claims can often be complex, vary greatly in dollar amounts, vary in number due to economic and market conditions such as an increase in mortgage foreclosures, and involve uncertainties as to ultimate exposure. In addition, some claims may require a number of years to settle and determine the final liability for indemnity and loss adjustment expense. The payment experience may extend for more than 20 years after the issuance of a policy. Events such as fraud, defalcation and multiple property defects can substantially and unexpectedly cause increases in estimates of losses. Due to the length of time over which claim payments are made and regularly occurring changes in underlying economic and market conditions, these estimates are subject to variability.
Management considers factors such as the Company’s historical claims experience, case reserve estimates on reported claims, large claims, actuarial projections and other relevant factors in determining its loss provision rates and the aggregate recorded expected liability for claims. In establishing the reserve, actuarial projections are compared with recorded reserves to evaluate the adequacy of such recorded claims reserves and any necessary adjustments are then recorded in the current period’s statements of operations. As the most recent claims experience develops and new information becomes available, the loss reserve estimate related to prior periods will change to more accurately reflect updated and improved emerging data. The Company reflects any adjustments to the reserve in the results of operations in the period in which new information (principally claims experience) becomes available.
Premiums written: Premium revenues issued directly and by agency operations include accruals for transactions which have settled but have not been reported as of the balance sheet date. These accruals are based on estimates of the typical lag time between settlement of real estate transactions and the reporting of these transactions to the Company. Reporting lag times vary by market. In certain markets, the lag time may be very short, but in others, can be as high as 3 months. The Company reviews and adjusts lag time estimates periodically, using historical experience and other factors, and reflects any adjustments in the result of operations in the period in which new information becomes available.
Impairments: Securities are regularly evaluated and reviewed for differences between the cost and estimated fair value of each security for factors that may indicate that a decline in estimated fair value is an impairment. When, in the opinion of management, a decline in the estimated fair value of an investment is considered to be an impairment, such investment is written down to its estimated fair value. Some factors considered in evaluating whether or not a decline in estimated fair value is an impairment include the duration and extent to which the estimated fair value has been less than cost; the probability that the Company will be unable to collect all amounts due under the contractual terms of the security; whether the Company has the intent to sell or will more likely than not be required to sell a particular security before recovery in value; and the financial condition and prospects of the issuer (including credit ratings). These factors are reviewed quarterly and any material degradation in the prospect for recovery will be considered in the impairment analysis. Such reviews 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 estimated fair values of the majority of the Company’s investments are based on quoted market prices from independent pricing services.
2. Statutory Accounting and Restrictions on Consolidated Shareholders’ Equity and Investments
The Consolidated Financial Statements have been prepared in conformity with GAAP, which differ in some respects from statutory accounting practices prescribed or permitted in the preparation of financial statements for submission to insurance regulatory authorities.
Combined capital and surplus on a statutory basis was $235.6 million and $223.3 million as of December 31, 2022 and 2021, respectively. Net income on a statutory basis was $35.6 million and $54.4 million and for the years ended December 31, 2022 and 2021, respectively.
The Company has designated approximately $53.3 million and $49.5 million of retained earnings as of December 31, 2022 and 2021, respectively, as appropriated to reflect the required statutory premium and supplemental reserves. Refer to Note 8 for the tax treatment of the statutory premium reserve.
As of December 31, 2022 and 2021, approximately $110.3 million and $117.9 million, respectively, of consolidated shareholders’ equity represents net assets of the Company’s subsidiaries that cannot be transferred in the form of dividends, loans or advances to the parent company under statutory regulations without prior insurance department approval. During 2023, the maximum distributions the insurance subsidiaries can make to the Company without prior approval from applicable regulators total approximately $30.9 million.
Fixed maturity securities with fair market values totaling approximately $6.7 million and $7.0 million at December 31, 2022 and 2021, respectively, are deposited with the insurance departments of the states in which business is conducted.
3. 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 December 31, 2022 (in thousands) | Amortized
Cost | | Gross
Unrealized
Gains | | Gross
Unrealized
Losses | | Estimated
Fair
Value |
| Fixed maturity securities, available-for-sale, at fair value: | | | | | | | |
Government obligations | $ | 4,329 | | | $ | — | | | $ | 7 | | | $ | 4,322 | |
General obligations of U.S. states, territories and political subdivisions | 8,561 | | | 21 | | | 36 | | | 8,546 | |
Special revenue issuer obligations of U.S. states, territories and political subdivisions | 30,123 | | | 106 | | | 219 | | | 30,010 | |
| Corporate debt securities | 10,762 | | | 417 | | | 68 | | | 11,111 | |
| Total | $ | 53,775 | | | $ | 544 | | | $ | 330 | | | $ | 53,989 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 (in thousands) | Amortized
Cost | | Gross
Unrealized
Gains | | Gross
Unrealized
Losses | | Estimated
Fair
Value |
| Fixed maturity securities, available-for-sale, at fair value: | | | | | | | |
Governmental obligations | $ | — | | | $ | — | | | $ | — | | | $ | — | |
General obligations of U.S. states, territories and political subdivisions | 16,669 | | | 922 | | | — | | | 17,591 | |
Special revenue issuer obligations of U.S. states, territories and political subdivisions | 41,753 | | | 2,453 | | | 2 | | | 44,204 | |
| Corporate debt securities | 17,089 | | | 955 | | | 48 | | | 17,996 | |
| Total | $ | 75,511 | | | $ | 4,330 | | | $ | 50 | | | $ | 79,791 | |
The special revenue category for both periods presented includes approximately 40 individual fixed maturity securities with revenue sources from a variety of industry sectors.
The scheduled maturities of fixed maturity securities at December 31, 2022 are as follows:
| | | | | | | | | | | |
| Available-for-Sale |
| (in thousands) | Amortized
Cost | | Fair
Value |
| Due in one year or less | $ | 12,920 | | | $ | 12,936 | |
| Due after one year through five years | 37,041 | | | 37,079 | |
| Due after five years through ten years | 1,370 | | | 1,396 | |
| Due after ten years | 2,444 | | | 2,578 | |
| Total | $ | 53,775 | | | $ | 53,989 | |
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 December 31, 2022 and 2021, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less than 12 Months | | 12 Months or Longer | | Total |
| As of December 31, 2022 (in thousands) | Estimated Fair Value | | Unrealized Losses | | Estimated Fair Value | | Unrealized Losses | | Estimated Fair Value | | Unrealized Losses |
| Government obligations | $ | 4,322 | | | $ | (7) | | | $ | — | | | $ | — | | | $ | 4,322 | | | $ | (7) | |
| General obligations of U.S. states, territories and political subdivisions | 3,221 | | | (36) | | | — | | | — | | | 3,221 | | | (36) | |
| Special revenue issuer obligations of U.S. states, territories and political subdivisions | 12,568 | | | (216) | | | 1,100 | | | (3) | | | 13,668 | | | (219) | |
| Corporate debt securities | 6,498 | | | (68) | | | — | | | — | | | 6,498 | | | (68) | |
| Total | $ | 26,609 | | | $ | (327) | | | $ | 1,100 | | | $ | (3) | | | $ | 27,709 | | | $ | (330) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less than 12 Months | | 12 Months or Longer | | Total |
| As of December 31, 2021 (in thousands) | Estimated Fair Value | | Unrealized Losses | | Estimated Fair Value | | Unrealized Losses | | Estimated Fair Value | | Unrealized Losses |
| Special revenue issuer obligations of U.S. states, territories and political subdivisions | $ | — | | | $ | — | | | $ | 1,102 | | | $ | (2) | | | $ | 1,102 | | | $ | (2) | |
| Corporate debt securities | 8,493 | | | (13) | | | 6,203 | | | (35) | | | 14,696 | | | (48) | |
| Total | $ | 8,493 | | | $ | (13) | | | $ | 7,305 | | | $ | (37) | | | $ | 15,798 | | | $ | (50) | |
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 51 and 9 fixed maturity securities had unrealized losses at December 31, 2022 and 2021, respectively. The Company does not intend to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. The Company believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in market interest rates and other market conditions, and therefore the unrealized loss is recorded in accumulated other comprehensive income.
Reviews of the values of fixed maturity securities are inherently uncertain and the value of the investment may not fully recover, or may decline in future periods resulting in a realized loss. The Company recorded $172 thousand and $0 of impairment charges related to fixed maturity securities for the twelve-month periods ended December 31, 2022 and 2021, respectively. Expenses related to impairments are recorded in net realized investment gains in the Consolidated Statements of Operations when recognized.
Investments in Equity Securities
The cost and estimated fair value of equity securities are as follows:
| | | | | | | | | | | |
| As of December 31, 2022 (in thousands) | Cost | | Estimated
Fair
Value |
| Equity securities, at fair value: | | | |
| Common stocks | $ | 25,278 | | | $ | 51,691 | |
| Total | $ | 25,278 | | | $ | 51,691 | |
| | | | | | | | | | | |
| As of December 31, 2021 (in thousands) | Cost | | Estimated
Fair
Value |
| Equity securities, at fair value: | | | |
| Common stocks | $ | 29,478 | | | $ | 76,853 | |
| Total | $ | 29,478 | | | $ | 76,853 | |
Unrealized holding gains and losses are reported in the Consolidated Statements of Operations as changes in the estimated fair value of equity security investments.
Interest and Dividends
Earnings on investments for the years ended December 31 are as follows:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Fixed maturity securities | $ | 1,902 | | | $ | 2,337 | |
| Equity securities | 1,425 | | | 1,413 | |
| Invested cash and other short-term investments | 1,375 | | | 21 | |
| Miscellaneous interest | 2 | | | 2 | |
| Interest and dividends | $ | 4,704 | | | $ | 3,773 | |
Net Realized Investment Gains
Gross realized gains and losses on sales of investments for the years ended December 31 are summarized as follows:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Gross realized gains from securities: | | | |
| Corporate debt securities | $ | — | | | $ | 52 | |
| Common stocks | 11,020 | | | 1,900 | |
| Total | $ | 11,020 | | | $ | 1,952 | |
| Gross realized losses from securities: | | | |
| General obligations of U.S. states, territories and political subdivisions | $ | (353) | | | $ | — | |
| Corporate debt securities | (104) | | | (33) | |
| Common stocks | (290) | | | (1,008) | |
| Impairment of securities | (172) | | | — | |
| Total | $ | (919) | | | $ | (1,041) | |
| Net realized gains from securities | $ | 10,101 | | | $ | 911 | |
| Net realized other investment gains (losses): | | | |
| (Losses) gains on other assets | $ | (366) | | | $ | 958 | |
| Total | $ | (366) | | | $ | 958 | |
Net realized investment gains | $ | 9,735 | | | $ | 1,869 | |
Realized gains and losses are determined on the specific identification method.
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. The following table sets forth details about the Company's variable interest investments in VIEs, which are structured either as limited partnerships ("LPs") or LLCs, as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Type of Investment (in thousands) | | Balance Sheet Classification | | Carrying Value | | Estimated Fair Value | | Maximum Potential Loss * |
| Real estate LLCs or LPs | | Other investments | | $ | 3,320 | | | $ | 5,014 | | | $ | 4,658 | |
| Small business investment LLCs or LPs | | Other investments | | 8,369 | | | 8,179 | | | 14,320 | |
| Total | | | | $ | 11,689 | | | $ | 13,193 | | | $ | 18,978 | |
| | | | | | | | |
| * | | 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 December 31, 2022 and 2021, 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.
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.
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 December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2022 (in thousands) | Level 1 | | Level 2 * | | Level 3 | | Total |
| Fixed maturity securities: | | | | | | | |
| Obligations of U.S. states, territories and political subdivisions | $ | 4,322 | | | $ | 38,556 | | | $ | — | | | $ | 42,878 | |
| Corporate debt securities | — | | | 11,111 | | | — | | | 11,111 | |
| Total | $ | 4,322 | | | $ | 49,667 | | | $ | — | | | $ | 53,989 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 (in thousands) | Level 1 | | Level 2 * | | Level 3 | | Total |
| Fixed maturity securities: | | | | | | | |
| Obligations of U.S. states, territories and political subdivisions | $ | — | | | $ | 61,795 | | | $ | — | | | $ | 61,795 | |
| Corporate debt securities | — | | | 17,996 | | | — | | | 17,996 | |
| Total | $ | — | | | $ | 79,791 | | | $ | — | | | $ | 79,791 | |
*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 December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2022 (in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
| Financial assets: | | | | | | | |
| Cash | $ | 35,311 | | | $ | — | | | $ | — | | | $ | 35,311 | |
| Accrued interest and dividends | 872 | | | — | | | — | | | 872 | |
| Equity securities, at fair value: | | | | | | | |
| Common stocks | 51,691 | | | — | | | — | | | 51,691 | |
| Short-term investments: | | | | | | | |
| Money market funds and US treasury bills | 103,649 | | | — | | | — | | | 103,649 | |
| Other investments: | | | | | | | |
| Equity investments in unconsolidated affiliates, measurement alternative | — | | | — | | | 8,915 | | | 8,915 | |
| Total | $ | 191,523 | | | $ | — | | | $ | 8,915 | | | $ | 200,438 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 (in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
| Financial assets: | | | | | | | |
| Cash | $ | 37,168 | | | $ | — | | | $ | — | | | $ | 37,168 | |
| Accrued interest and dividends | 817 | | | — | | | — | | | 817 | |
| Equity securities, at fair value: | | | | | | | |
| Common stocks | 76,853 | | | — | | | — | | | 76,853 | |
| Short-term investments: | | | | | | | |
| Money market funds | 45,930 | | | — | | | — | | | 45,930 | |
| Other investments: | | | | | | | |
| Equity investments in unconsolidated affiliates, measurement alternative | — | | | — | | | 8,688 | | | 8,688 | |
| Total | $ | 160,768 | | | $ | — | | | $ | 8,688 | | | $ | 169,456 | |
The Company did not hold any Level 3 category debt or marketable equity investment securities as of December 31, 2022 or 2021.
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 equity investments under the measurement alternative are measured at estimated fair value on a non-recurring basis and are reviewed for impairment quarterly. If any such investment is determined to be impaired, an impairment charge is recorded against such investment and reflected in the Consolidated Statements of Operations. There were no impairments of such investments made during the twelve-month periods ended December 31, 2022 or 2021. The following table presents a rollforward of equity investments under the measurement alternative as of December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | Balance,
January 1, 2022 | | Amounts Impaired | | Observable Changes | | Purchases and
Additional Commitments
Paid | | Sales, Returns
of Capital
and Other
Reductions | | Balance,
December 31, 2022 |
| Other investments: | | | | | | | | | | | |
| Equity investments in unconsolidated affiliates, measurement alternative | $ | 8,688 | | | $ | — | | | $ | — | | | $ | 1,288 | | | $ | (1,061) | | | $ | 8,915 | |
| Total | $ | 8,688 | | | $ | — | | | $ | — | | | $ | 1,288 | | | $ | (1,061) | | | $ | 8,915 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | Balance,
January 1, 2021 | | Amounts Impaired | | Observable Changes | | Purchases and
Additional Commitments
Paid | | Sales, Returns
of Capital
and Other
Reductions | | Balance,
December 31, 2021 |
| Other investments: | | | | | | | | | | | |
| Equity investments in unconsolidated affiliates, measurement alternative | $ | 8,741 | | | $ | — | | | $ | — | | | $ | 1,543 | | | $ | (1,596) | | | $ | 8,688 | |
| Total | $ | 8,741 | | | $ | — | | | $ | — | | | $ | 1,543 | | | $ | (1,596) | | | $ | 8,688 | |
4. Property and Equipment
Property and equipment and estimated useful lives at December 31 are summarized as follows:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Land | $ | 805 | | | $ | 805 | |
Office buildings and improvements (25 years) | 6,460 | | | 4,808 | |
Furniture, fixtures and equipment (3 to 10 years) | 25,202 | | | 20,656 | |
Automobiles (3 years) | 1,367 | | | 1,017 | |
| Total | 33,834 | | | 27,286 | |
| Less accumulated depreciation | (16,049) | | | (14,253) | |
| Property and equipment, net | $ | 17,785 | | | $ | 13,033 | |
Included within furniture, fixtures and equipment is software developed by the Company for internal use. Capitalized costs include both direct and indirect costs, such as payroll costs of employees associated with developing software, incurred during the software development stage.
5. Reinsurance
The Company assumes and cedes reinsurance with other insurance companies in the normal course of business. There were no premiums assumed for 2022 and 2021, respectively. Ceded premiums were approximately $818 thousand and $518 thousand for 2022 and 2021, respectively. Ceded reinsurance is comprised of excess of loss treaties, which outline the conditions in which the reinsurance company will pay claims and protect against losses over certain agreed upon amounts. The Company remains liable to the insured for claims under ceded insurance policies in the event the assuming insurance companies are unable to meet their obligations under these contracts. The Company did not pay or recover any reinsured losses during 2022 and 2021.
6. Reserve for Claims
Changes in the reserve for claims for the years ended December 31 are summarized as follows based on the year in which the policies were written:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Balance, beginning of period | $ | 36,754 | | | $ | 33,584 | |
| Provision related to: | | | |
| Current year | 9,817 | | | 11,450 | |
| Prior years | (5,562) | | | (5,764) | |
| Total provision charged to operations | 4,255 | | | 5,686 | |
| Claims paid, net of recoveries, related to: | | | |
| Current year | (333) | | | (146) | |
| Prior years | (3,484) | | | (2,370) | |
| Total claims paid, net of recoveries | (3,817) | | | (2,516) | |
| Balance, end of year | $ | 37,192 | | | $ | 36,754 | |
The Company continually refines its reserve estimates as current loss experience develops and more credible data emerges. Movements in the reserve related to prior periods were primarily the result of changes to estimates to better reflect the latest reported loss data. The decrease in the provision for claims in 2022, compared to 2021, is primarily related to lower premium levels in the current year period. Due to variances between actual and expected loss payments, loss development is subject to significant variability.
The Company does not recognize claim recoveries until an actual payment has been received by the Company. The Company realized claim recoveries of approximately $1.0 million and $793 thousand during 2022 and 2021, respectively.
The provision for claims as a percentage of net premiums written was 1.7% and 2.1% in 2022 and 2021, respectively.
A large claim is defined as a claim with incurred losses exceeding $500 thousand. Due to the small volume of large claims, the long-tail nature of title insurance claims and the inherent uncertainty in loss emergence patterns, large claim activity can vary significantly between policy years. The estimated development of large claims by policy year is therefore subject to significant changes as experience develops.
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) | 2022 | | % | | 2021 | | % |
| Known title claims | $ | 3,250 | | | 8.7 | | | $ | 3,317 | | | 9.0 | |
| IBNR | 33,942 | | | 91.3 | | | 33,437 | | | 91.0 | |
| Total reserve for claims | $ | 37,192 | | | 100.0 | | | $ | 36,754 | | | 100.0 | |
In management’s opinion, the reserve for claims is adequate to cover claims losses which might result from pending and future claims.
7. 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 years ended December 31:
| | | | | | | | | | | |
| (in thousands, except per share amounts) | 2022 | | 2021 |
| Net Income | $ | 23,903 | | | $ | 67,020 | |
| Weighted average common shares outstanding – Basic | 1,897 | | | 1,894 | |
| Incremental shares outstanding assuming the exercise of dilutive SARs (share-settled) | 1 | | | 6 | |
Weighted average common shares outstanding – Diluted | 1,898 | | | 1,900 | |
| Basic earnings per common share | $ | 12.60 | | | $ | 35.38 | |
| Diluted earnings per common share | $ | 12.59 | | | $ | 35.28 | |
There were 18 thousand and 14 thousand potential shares excluded from the computation of diluted earnings per share in 2022 and 2021, respectively, due to the out-of-the-money status of the related share-based awards rendering them anti-dilutive.
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. As of December 31, 2022 there was one active plan from which the Company may grant share-based awards and one legacy plan under which equity awards remain outstanding. The awards eligible to be granted under the active plan are limited to SARs, and the maximum aggregate number of shares of common stock of the Company available pursuant to the plan for the grant of SARs is 250 thousand shares.
As of December 31, 2022, 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.
During both 2022 and 2021, the Company issued share-settled SARs to directors of the Company. During 2022, the Company also issued share-settled SARs to certain non-executive employees of the Company. 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. 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, 2021 | 36 | | | $ | 139.16 | | | 4.38 | | $ | 903 | |
| SARs granted | 5 | | | 184.26 | | | | | |
| SARs exercised | (6) | | | 106.71 | | | | | |
| Outstanding as of December 31, 2021 | 35 | | | $ | 150.36 | | | 3.96 | | $ | 1,643 | |
| SARs granted | 10 | | | 155.16 | | | | | |
| SARs exercised | (6) | | | 94.44 | | | | | |
| Outstanding as of December 31, 2022 | 39 | | | $ | 159.39 | | | 4.10 | | $ | 243 | |
| | | | | | | |
| Exercisable as of December 31, 2022 | 28 | | | $ | 164.86 | | | 3.48 | | $ | 197 | |
| | | | | | | |
| Unvested as of December 31, 2022 | 11 | | | $ | 145.29 | | | 5.68 | | $ | 46 | |
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock at December 31. The intrinsic values of SARs exercised during 2022 and 2021 were approximately $496 thousand and $484 thousand, respectively.
There were no options outstanding at December 31, 2022. The following table summarizes information about SARs outstanding at December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except exercise prices and average remaining contractual term) | | SARs Outstanding at Year-End | | SARs Exercisable at Year-End |
| Range of Exercise Prices | | Number
Outstanding | | Weighted
Average
Remaining
Contractual Life | | Weighted
Average
Exercise
Price | | Number
Exercisable | | Weighted
Average
Exercise
Price |
| $ | 60.00 | | | — | | $ | 99.99 | | | 2 | | | 0.38 | | $ | 93.87 | | | 2 | | | $ | 93.87 | |
| 100.00 | | | — | | 149.99 | | | 14 | | | 5.28 | | 138.79 | | | 4 | | | 129.43 | |
| 150.00 | | | — | | 199.99 | | | 23 | | | 3.74 | | 178.44 | | | 22 | | | 179.04 | |
| $ | 60.00 | | | — | | $ | 199.99 | | | 39 | | | 4.10 | | $ | 159.39 | | | 28 | | | $ | 164.86 | |
In 2022, 6 thousand SARs vested with a fair value of approximately $362 thousand.
The fair value of each SAR is estimated on the date of grant using the Black-Scholes option valuation model with the weighted average assumptions noted in the table shown below. Expected volatilities are based on both the implied and historical volatility of the Company’s stock. 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 2022 and 2021 were $62.60 and $59.83, respectively, and were estimated using the weighted average assumptions shown in the table below:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 |
| Expected life in years | 7.0 | | 7.0 |
| Volatility | 35.6% | | 33.9% |
| Interest rate | 3.2% | | 1.3% |
| Yield rate | 0.6% | | 1.1% |
There was approximately $362 thousand and $299 thousand of compensation expense relating to SARs vesting on or before December 31, 2022 and 2021, respectively, included in personnel expenses in the Consolidated Statements of Operations. As of December 31, 2022, there was approximately $540 thousand of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Company’s stock award plans. That cost is expected to be recognized over a weighted average period of approximately two years.
8. Income Taxes
The components of income tax expense for the years ended December 31 are summarized as follows:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Current: | | | |
| Federal | $ | 10,685 | | | $ | 12,911 | |
| State | 164 | | | 176 | |
| Total current | 10,849 | | | 13,087 | |
| Deferred: | | | |
| Federal | (4,510) | | | 4,740 | |
| State | (134) | | | 85 | |
| Total deferred | (4,644) | | | 4,825 | |
| Total | $ | 6,205 | | | $ | 17,912 | |
For state income tax purposes, ITIC and NITIC generally pay only a gross premium tax found in other expenses in the Consolidated Statements of Operations.
At December 31, the approximate tax effect of each component of deferred income tax assets and liabilities is summarized as follows:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Deferred income tax assets: | | | |
| Accrued benefits and retirement services | $ | 3,860 | | | $ | 3,382 | |
| Net operating loss carryforward | 202 | | | 186 | |
| Impairment of assets | 185 | | | 161 | |
| Allowance for doubtful accounts | 59 | | | 66 | |
| Postretirement benefit obligation | — | | | 39 | |
| Reinsurance and commission payable | 28 | | | 39 | |
| Other | 1,799 | | | 1,550 | |
| Total | 6,133 | | | 5,423 | |
| Deferred income tax liabilities: | | | |
| Net unrealized gain on investments | 5,615 | | | 10,964 | |
| Recorded statutory premium reserve, net of reserves for claims | 2,497 | | | 1,835 | |
| Excess of tax over book depreciation | 1,551 | | | 1,662 | |
| Intangible assets | 885 | | | 1,002 | |
| Other | 3,250 | | | 3,081 | |
| Total | 13,798 | | | 18,544 | |
| Net deferred income tax liabilities | $ | (7,665) | | | $ | (13,121) | |
At December 31, 2022 and 2021, there were no valuation allowances recorded. Based upon the Company’s historical results of operations, the existing financial condition of the Company and management’s assessment of all other available information, management believes that it is more likely than not that the benefit of these deferred income tax assets will be realized.
A reconciliation of the U.S. federal statutory income tax rate of 21.0% for the years ended December 31, 2022 and 2021, to income tax expense, is as follows:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Anticipated income tax expense | $ | 6,323 | | | $ | 17,836 | |
| Increase (decrease) related to: | | | |
| State income taxes, net of federal income tax benefit | 130 | | | 139 | |
| Tax-exempt interest income, net of amortization | (577) | | | (1,310) | |
| 162(m) non-deductible compensation | 332 | | | 253 | |
| Other, net | (3) | | | 994 | |
| Provision for income taxes | $ | 6,205 | | | $ | 17,912 | |
In accounting for uncertainty in income taxes, the Company is required to recognize in its Consolidated Financial Statements the impact of a tax position if that position is more likely than not of being sustained on an audit, based on the technical merits of the position. In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. There were no unrecognized tax benefits or liabilities as of December 31, 2022.
The amount of unrecognized tax benefit or liability may increase or decrease in the future for various reasons, including adding amounts for current tax year positions, expiration of open income tax returns due to the expiration of the applicable statute of limitations, changes in management’s judgment about the level of uncertainty, status of examinations, litigation and legislative activity and the additions or eliminations of uncertain tax positions.
The Company’s policy is to report interest and penalties related to income taxes in the other expenses line item in the Consolidated Statements of Operations.
The Company files income tax returns in the U.S. federal jurisdiction and various states. With few exceptions, the Company is no longer subject to U.S. federal or state and local examinations by taxing authorities for years before 2018.
9. Leases
The Company enters into lease agreements that are primarily 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.
A portion of the Company's current leases include an option to extend or cancel the lease term. The exercise of such an option is solely at the Company's discretion. The lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determines at the inception date that the lease is expected to be renewed or extended. The Company, in determining the present value of lease payments, utilizes the average rate over a 10-year term based upon the Moody's seasoned Aaa corporate bond yields, as explicit rates of interest are not readily determinable in the lease contracts. The Company does not carry debt; thus no incremental borrowing rate is available to the Company.
Lease expense is included in office and technology expenses in the Consolidated Statements of Operations. Information regarding the Company’s leases for the years ended December 31 is as follows:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Operating leases | $ | 2,518 | | | $ | 1,376 | |
| Finance leases: | | | |
| Amortization of lease assets | 168 | | | — | |
| Interest on lease liabilities | 24 | | | — | |
| Short-term leases (a) | 214 | | | 323 | |
| Lease expense | $ | 2,924 | | | $ | 1,699 | |
| Sub-lease income | — | | | — | |
| Lease cost | $ | 2,924 | | | $ | 1,699 | |
| | | | | | | | |
| (a) | | Leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheets. |
Components of the lease liability presented on the Consolidated Balance Sheets for the years ended December 31 are as follows:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Current: | | | |
| Operating lease liabilities | $ | 1,693 | | | $ | 1,547 | |
| Finance lease liabilities | 218 | | | — | |
| Non-current: | | | |
| Operating lease liabilities | 4,401 | | | 3,782 | |
| Finance lease liabilities | 527 | | | — | |
| Total lease liabilities | $ | 6,839 | | | $ | 5,329 | |
The future minimum payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2022, are summarized as follows:
| | | | | | | | | | | |
| Year Ended (in thousands) | Operating Leases | Finance Leases | Total |
| 2023 | $ | 1,904 | | $ | 242 | | $ | 2,146 | |
| 2024 | 1,993 | | 201 | | 2,194 | |
| 2025 | 1,424 | | 171 | | 1,595 | |
| 2026 | 893 | | 134 | | 1,027 | |
| 2027 | 266 | | 51 | | 317 | |
| Thereafter | 50 | | — | | 50 | |
| Total undiscounted payments | $ | 6,530 | | $ | 799 | | $ | 7,329 | |
| Less: present value adjustment | (436) | | (54) | | (490) | |
| Lease liabilities | $ | 6,094 | | $ | 745 | | $ | 6,839 | |
Supplemental lease information for the years ended December 31 is as follows:
| | | | | | | | | | | |
| 2022 | | 2021 |
| Weighted average remaining lease term (years) | | | |
| Operating Leases | 3.43 | | 4.13 |
| Finance Leases | 3.80 | | 0.00 |
| Weighted average discount rate | | | |
| Operating Leases | 3.9 | % | | 4.2 | % |
| Finance Leases | 3.7 | % | | — | % |
The Company does not have any material pending operating or financing lease agreements that become effective in future periods.
10. Retirement Agreements and Other Postretirement Benefit Plan
The Company has a 401(k) savings plan. In order to participate in the plan, employees must be 21 years old. In order to be eligible for employer contributions, individuals must be employed for a period of one year and work at least 1,000 hours annually. The Company makes a 3% Safe Harbor contribution and also has the option annually to make a discretionary profit share contribution. Individuals may elect to make contributions up to the maximum deductible amount as determined by the Internal Revenue Code of 1986, as amended (the “IRC”). Expenses related to the 401(k) plan were approximately $1.7 million and $2.0 million for 2022 and 2021, respectively.
In November 2003, ITIC, a wholly owned subsidiary of the Company, entered into employment agreements with the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of ITIC. These individuals also serve as the Chairman, President and Executive Vice President, respectively, of the Company. The agreements provide compensation and life, health, dental and vision benefits upon the occurrence of specific events, including death, disability, retirement, termination without cause or upon a change in control. The employment agreements also prohibit each of these executives from competing with ITIC and its parent, subsidiaries and affiliates in North Carolina while employed by ITIC and for a period of two years following termination of their employment.
In addition, during the second quarter of 2004, ITIC entered into nonqualified deferred compensation plan agreements with these executives. The amounts accrued for all agreements at December 31, 2022 and 2021 were approximately $15.0 million and $13.4 million, respectively, which includes postretirement compensation and health benefits, and was calculated based on the terms of the contract. Both the 2022 and 2021 accruals are included in the accounts payable and accrued liabilities line item of the Consolidated Balance Sheets. These executive contracts are accounted for on an individual contract basis. On December 24, 2008, the executive contracts were amended effective January 1, 2009 to bring them into compliance with Section 409A of the IRC, and were amended and restated to provide for an annual cash payment to the officers equal to the amounts the Company would have contributed to their accounts under its 401(k) plan if such contributions were not limited by the federal tax laws, less the amount of any contributions that the Company actually makes to their accounts under the Company’s 401(k) plan.
On November 17, 2003, ITIC entered into employment agreements with key executives that provide for the continuation of certain employee benefits upon retirement, which employment agreements were most recently amended and restated on May 4, 2022. The executive employee benefits include health insurance, dental insurance, vision insurance and life insurance. The benefits are unfunded. Estimated future benefit payouts expected to be paid for each of the next five years are $30 thousand in 2023, $36 thousand in 2024, $45 thousand in 2025, $52 thousand in 2026, $39 thousand in 2027 and $249 thousand in the next five years thereafter.
Cost of the Company’s postretirement benefits included the following components and is presented in the personnel expenses line of its Consolidated Statements of Operations:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Net periodic benefit cost | | | |
| Service cost – benefits earned during the year | $ | — | | | $ | — | |
| Interest cost on the projected benefit obligation | 26 | | | 29 | |
| Amortization of unrecognized prior service cost | — | | | — | |
| Amortization of unrecognized loss | 12 | | | — | |
| Net periodic benefits cost at end of year | $ | 38 | | | $ | 29 | |
The Company is required to recognize the funded status (i.e., the difference between the fair value of the assets and the accumulated postretirement benefit obligations of its postretirement benefits) in its Consolidated Balance Sheets, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The net amount in accumulated other comprehensive income is $44 thousand, $36 thousand net of tax, for December 31, 2022, and $(184) thousand, $(144) thousand net of tax, for December 31, 2021, and represents the net unrecognized actuarial gains (losses) and unrecognized prior service costs. The effects of the funded status on the Company’s Consolidated Balance Sheets at December 31, 2022 and 2021 are presented in the following table:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Funded status | | | |
| Actuarial present value of future benefits: | | | |
| Fully eligible active employees | $ | (928) | | | $ | (1,118) | |
| Non-eligible active employees | — | | | — | |
| Plan assets | — | | | — | |
| Funded status of accumulated postretirement benefit obligation, recognized in accounts payable and accrued liabilities | $ | (928) | | | $ | (1,118) | |
Development of the accumulated postretirement benefit obligation for the years ended December 31, 2022 and 2021 includes the following:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Accrued postretirement benefit obligation at beginning of year | $ | (1,118) | | | $ | (1,089) | |
| Service cost – benefits earned during the year | — | | | — | |
| Interest cost on projected benefit obligation | (26) | | | (29) | |
| Actuarial gain | 216 | | | — | |
| Accrued postretirement benefit obligation at end of year | $ | (928) | | | $ | (1,118) | |
The changes in amounts related to accumulated other comprehensive income, pre-tax, are as follows:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Balance at beginning of year | $ | (184) | | | $ | (184) | |
| Components of accumulated other comprehensive income: | | | |
| Unrecognized prior service cost | — | | | — | |
| Amortization of loss, net | 12 | | | — | |
| Actuarial gain | 216 | | | — | |
| Balance at end of year | $ | 44 | | | $ | (184) | |
11. 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. Cash held by the Company for these purposes was approximately $24.2 million and $27.5 million as of December 31, 2022 and 2021, respectively. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets; however, the Company remains contingently liable for the disposition of these deposits.
Like-Kind Exchange Proceeds: In administering tax-deferred like-kind exchanges pursuant to § 1031 of the IRC, the Company’s wholly owned subsidiary, Investors Title Exchange Corporation (“ITEC”), serves as a qualified intermediary, holding the net sales proceeds from relinquished property to be used for purchase of replacement property. Another Company wholly owned subsidiary, Investors Title Accommodation Corporation (“ITAC”), serves as exchange accommodation titleholder and, through LLCs that are wholly owned subsidiaries of ITAC, holds property in reverse exchange transactions. Like-kind exchange deposits and reverse exchange property totaled approximately $432.0 million and $763.9 million as of December 31, 2022 and 2021, respectively. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying 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 other income rather than investment income. These like-kind exchange funds are primarily invested in money market funds and other short-term investments.
12. Segment Information
The Company has one reportable segment, title insurance services. The remaining immaterial segments have been combined into a group called “All Other.”
The title insurance segment primarily issues title insurance policies directly and through a network of agents. Title insurance policies insure titles to real estate.
Provided below is selected financial information about the Company’s operations by segment for the periods ended December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2022 (in thousands) | Title
Insurance | | All
Other | | Intersegment
Eliminations | | Total |
| Insurance and other services revenues | $ | 294,851 | | | $ | 15,540 | | | $ | (24,373) | | | $ | 286,018 | |
| Investment loss | (9,333) | | | (3,028) | | | — | | | (12,361) | |
| Net realized gains on investments | 6,655 | | | 3,080 | | | — | | | 9,735 | |
| Total revenues | $ | 292,173 | | | $ | 15,592 | | | $ | (24,373) | | | $ | 283,392 | |
| Operating expenses | 264,952 | | | 11,223 | | | (22,891) | | | 253,284 | |
| Income before income taxes | $ | 27,221 | | | $ | 4,369 | | | $ | (1,482) | | | $ | 30,108 | |
| Total assets | $ | 244,399 | | | $ | 95,358 | | | $ | — | | | $ | 339,757 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 2021 (in thousands) | Title
Insurance | | All
Other | | Intersegment
Eliminations | | Total |
| Insurance and other services revenues | $ | 305,615 | | | $ | 14,821 | | | $ | (18,434) | | | $ | 302,002 | |
| Investment income | 21,460 | | | 4,167 | | | — | | | 25,627 | |
| Net realized gains on investments | 779 | | | 1,090 | | | — | | | 1,869 | |
| Total revenues | $ | 327,854 | | | $ | 20,078 | | | $ | (18,434) | | | $ | 329,498 | |
| Operating expenses | 247,018 | | | 10,131 | | | (12,583) | | | 244,566 | |
| Income before income taxes | $ | 80,836 | | | $ | 9,947 | | | $ | (5,851) | | | $ | 84,932 | |
| Total assets | $ | 279,597 | | | $ | 51,891 | | | $ | — | | | $ | 331,488 | |
13. Shareholders’ Equity
On November 12, 2002, the Company’s Board of Directors amended the Company’s Articles of Incorporation, creating a series of preferred stock designated Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock is senior to common stock in dividends or distributions of assets upon liquidations, dissolutions or winding up of the Company. Dividends on the Series A Preferred Stock are cumulative and accrue from the quarterly dividend payment date. Each share of Series A Preferred Stock entitles the holder thereof to 100 votes on all matters submitted to a vote of shareholders of the Company. These shares were reserved for issuance under the Shareholder Rights Plan (the “Plan”), which was adopted on November 21, 2002, by the Company’s Board of Directors. Under the terms of the Plan, the Company’s common stock acquired by a person or a group buying 15% or more of the Company’s common stock would be diluted, except in transactions approved by the Board of Directors.
In connection with the Plan, the Company’s Board of Directors declared a dividend distribution of one right (a “Right”) for each outstanding share of the Company’s common stock paid on December 16, 2002, to shareholders of record at the close of business on December 2, 2002. Each Right entitles the registered holder to purchase from the Company a unit (a “Unit”) consisting of one one-hundredth of a share of Series A Preferred Stock. Under the Plan, the Rights detach and become exercisable upon the earlier of (a) 10 days following public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of the Company’s common stock, or (b) 10 business days following the commencement of, or first public announcement of the intent of a person or group to commence, a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of the Company’s common stock. The exercise price, the kind and the number of shares covered by each right are subject to adjustment upon the occurrence of certain events described in the Plan.
If any person or group of affiliated or associated persons acquires beneficial ownership of 15% or more of the outstanding common stock, each holder of a Right (other than the acquiring person or group) will have the right to buy, at the exercise price, common stock of the Company having a market value of twice the exercise price. If the Company is acquired in a merger or consolidation in which the Company is not the surviving corporation, or the Company engages in a merger or consolidation in which the Company is the surviving corporation and the Company’s common stock is changed or exchanged, or more than 50% of the Company’s assets or earning power is sold or transferred, the Rights entitle a holder (other than the acquiring person or group) to buy, at the exercise price, stock of the acquiring company having a market value equal to twice the exercise price. At any time after a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the outstanding common stock and prior to the acquisition by such person or group of 50% or more of the outstanding common stock, the Company’s Board of Directors may exchange the Rights (other than the Rights owned by such person or group), in whole or in part, at an exchange ratio of one share of the Company’s common stock, or one one-hundredth of a share of Series A Preferred Stock, per Right.
The Rights are redeemable upon action by the Board of Directors at a price of $0.01 per right at any time before they become exercisable. Until the Rights become exercisable, they are evidenced only by the common stock certificates and are transferred with and only with such certificates.
On September 30, 2022, the Plan was amended to, among other things, extend the expiration date of the Plan from October 31, 2022 to September 30, 2032 and increase the exercise price of the stock purchase rights from $220 per unit to $525 per unit. There were 1.0 million shares of Preferred Stock authorized as of December 31, 2022 and 2021, with 200,000 being designated Series A Preferred Stock.
14. Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company invests its cash and cash equivalents into high credit quality security instruments. Deposits which exceed $250 thousand at each institution are not insured by the Federal Deposit Insurance Corporation (“FDIC”). Of the $35.3 million in cash and cash equivalents at December 31, 2022, $33.8 million was not insured by the FDIC. Of the $37.2 million in cash and cash equivalents at December 31, 2021, $35.7 million was not insured by the FDIC. The Company mitigates the risk of having cash and cash equivalents not insured by the FDIC by monitoring the credit quality of the financial institutions in which the funds are held.
15. Business Concentration
The Company generates a significant amount of title insurance premiums in North Carolina, Texas, South Carolina and Georgia. In 2022 and 2021, these states generated the following percentage of total premiums written:
| | | | | | | | | | | |
| State | 2022 | | 2021 |
| North Carolina | 35.6 | % | | 36.1 | % |
| Texas | 29.0 | % | | 22.8 | % |
| South Carolina | 9.4 | % | | 9.1 | % |
| Georgia | 9.2 | % | | 12.6 | % |
16. 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 investments 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 (in thousands) | 2022 | | 2021 |
| Other investments | $ | 4,420 | | | $ | 6,623 | |
| Premium and fees receivable | $ | 735 | | | $ | 882 | |
| | | | | | | | | | | |
| Financial Statement Classification, Consolidated Statements of Operations (in thousands) | 2022 | | 2021 |
| Net premiums written | $ | 26,666 | | | $ | 28,945 | |
| Non-title services and other investment income | $ | 2,935 | | | $ | 4,677 | |
| Commissions to agents | $ | 18,798 | | | $ | 20,249 | |
17. Business Combinations, Intangible Assets, Goodwill and Title Plants
Intangible Assets
The estimated fair values of intangible assets recognized as the result of title insurance agency acquisitions, all Level 3 inputs, are principally based on values obtained from an independent third-party valuation service. Management determined that no events or changes in circumstances occurred during the periods ended December 31, 2022 and 2021 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 as of December 31:
| | | | | | | | | | | |
Year Ended (in thousands) | 2022 | | 2021 |
| Referral relationships | $ | 8,898 | | | $ | 8,567 | |
| Non-complete agreements | 3,155 | | | 2,938 | |
| Tradename | 747 | | | 747 | |
| Total | 12,800 | | | 12,252 | |
| Accumulated amortization | (4,814) | | | (3,505) | |
| Identifiable intangible assets, net | $ | 7,986 | | | $ | 8,747 | |
The following table provides the estimated aggregate amortization expense for each of the five succeeding fiscal years:
| | | | | |
| Year Ended (in thousands) | |
| 2023 | $ | 1,281 | |
| 2024 | 1,162 | |
| 2025 | 1,079 | |
| 2026 | 1,079 | |
| 2027 | 663 | |
| Thereafter | 2,535 | |
| Total | $ | 7,799 | |
Goodwill and Title Plants
As of December 31, 2022, the Company recognized $9.6 million in goodwill and $1.5 million in title plants, net of impairments, as the result of title insurance agency acquisitions. The title plants are included with other assets in the 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, management determined that no events or changes in circumstances occurred during the periods ended December 31, 2022 and 2021 that would indicate the carrying amounts may not be recoverable, and therefore, determined that there were no goodwill or title plant impairments.
18. Accumulated Other Comprehensive Income
The following table provide changes in the balances of each component of accumulated other comprehensive income, net of tax, for the periods ended December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | |
| 2022 (in thousands) | Unrealized Gains and Losses
On Available-for-Sale
Securities | | Postretirement
Benefits Plans | | Total |
| Beginning balance at January 1 | $ | 3,370 | | | $ | (144) | | | $ | 3,226 | |
| Other comprehensive (loss) income before calculations | (3,421) | | | 180 | | | (3,241) | |
Amounts reclassified from accumulated other comprehensive income | 215 | | | — | | | 215 | |
| Net current-period other comprehensive (loss) income | (3,206) | | | 180 | | | (3,026) | |
| Ending balance | $ | 164 | | | $ | 36 | | | $ | 200 | |
| | | | | | | | | | | | | | | | | |
| 2021 (in thousands) | Unrealized Gains and Losses
On Available-for-Sale
Securities | | Postretirement
Benefits Plans | | Total |
| Beginning balance at January 1 | $ | 4,470 | | | $ | (144) | | | $ | 4,326 | |
| Other comprehensive (loss) income before calculations | (1,085) | | | — | | | (1,085) | |
Amounts reclassified from accumulated other comprehensive income | (15) | | | — | | | (15) | |
| Net current-period other comprehensive loss | (1,100) | | | — | | | (1,100) | |
| Ending balance | $ | 3,370 | | | $ | (144) | | | $ | 3,226 | |
The following table provide significant amounts reclassified out of each component of accumulated other comprehensive income for the periods ended December 31, 2022 and 2021:
| | | | | | | | | | | |
| 2022 (in thousands) | | | |
Details about Accumulated Other Comprehensive Income Components | Amount Reclassified from Accumulated Other Comprehensive Income | | Affected Line Item in the Consolidated Statements of Operations |
| Unrealized gains and losses on available-for-sale securities: | | | |
| Net realized losses on investments | $ | (104) | | | |
| Impairments | (172) | | | |
| Total | $ | (276) | | | Net realized investment gains |
| Tax | 61 | | | Provision for Income Taxes |
| Net of Tax | $ | (215) | | | |
| Reclassifications for the period | $ | (215) | | | |
| | | | | | | | | | | |
| 2021 (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 gains on investments | $ | 19 | | | |
| Impairments | — | | | |
| Total | $ | 19 | | | Net realized investment gains |
| Tax | (4) | | | Provision for Income Taxes |
| Net of Tax | $ | 15 | | | |
| Reclassifications for the period | $ | 15 | | | |
19. 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 is 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:
| | | | | | | | | | | |
| (in thousands) | 2022 | | 2021 |
| Revenue from contracts with customers: | | | |
| Escrow and other title-related fees | $ | 21,721 | | | $ | 13,678 | |
| Non-title services | 14,524 | | | 9,667 | |
| Total revenue from contracts with customers | 36,245 | | | 23,345 | |
| Other sources of revenue: | | | |
| Net premiums written | 248,632 | | | 273,885 | |
| Investment-related (loss) revenue | (2,626) | | | 27,496 | |
| Other | 1,141 | | | 4,772 | |
| Total revenues | $ | 283,392 | | | $ | 329,498 | |