UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission File Number: 0-11774

INVESTORS TITLE COMPANY

(Exact name of registrant as specified in its charter)

North Carolina

56-1110199

(State of incorporation)

(I.R.S. Employer Identification No.)

121 North Columbia Street, Chapel Hill, North Carolina 27514

(Address of principal executive offices) (Zip Code)

(919) 968-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, no par value

ITIC

The Nasdaq Stock Market LLC

Rights to Purchase Series A Junior Participating Preferred Stock

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April 27,~~July 26, 2022, there were 1,897,255 common shares of the registrant outstanding.

INVESTORS TITLE COMPANY

AND SUBSIDIARIES

INDEX


PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Consolidated Balance Sheets as of ~~March 31,~~June 30, 2022 and December 31, 2021	1

	Consolidated Statements of Operations For the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021	2

	Consolidated Statements of Comprehensive Income For the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021	3

	Consolidated Statements of Stockholders’ Equity For the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021	4

	Consolidated Statements of Cash Flows For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 and 2021	5

	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2224

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3537

Item 4.	Controls and Procedures	3537

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	3638

Item 1A.	Risk Factors	3638

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3638

Item 3.	Defaults Upon Senior Securities	3638

Item 4.	Mine Safety Disclosures	3638

Item 5.	Other Information	3638

Item 6.	Exhibits	3839

SIGNATURE		3940

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Investors Title Company and Subsidiaries

Consolidated Balance Sheets

As of ~~March 31,~~June 30, 2022 and December 31, 2021

(in thousands)

(unaudited)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	37,310	$	37,168	Cash and cash equivalents	$	35,486	$	37,168
Investments:	Investments:					Investments:
Fixed maturity securities, available-for-sale, at fair value (amortized cost: March 31, 2022: $66,209; December 31, 2021: $75,511)		67,725		79,791
Equity securities, at fair value (cost: March 31, 2022: $28,484; December 31, 2021: $29,478)		69,945		76,853
Fixed maturity securities, available-for-sale, at fair value (amortized cost: June 30, 2022: $60,874; December 31, 2021: $75,511)						Fixed maturity securities, available-for-sale, at fair value (amortized cost: June 30, 2022: $60,874; December 31, 2021: $75,511)	61,385		79,791
Equity securities, at fair value (cost: June 30, 2022: $25,613; December 31, 2021: $29,478)						Equity securities, at fair value (cost: June 30, 2022: $25,613; December 31, 2021: $29,478)	54,901		76,853
Short-term investments	Short-term investments	58,555		45,930		Short-term investments	71,319		45,930
Other investments	Other investments	20,217		20,298		Other investments	19,693		20,298
Total investments	Total investments	216,442		222,872		Total investments	207,298		222,872

Premiums and fees receivable	Premiums and fees receivable	23,850		22,953		Premiums and fees receivable	25,377		22,953
Accrued interest and dividends	Accrued interest and dividends	1,000		817		Accrued interest and dividends	733		817
Prepaid expenses and other receivables	Prepaid expenses and other receivables	11,618		11,721		Prepaid expenses and other receivables	13,002		11,721
Property, net	Property, net	13,413		13,033		Property, net	15,698		13,033
Goodwill and other intangible assets, net	Goodwill and other intangible assets, net	15,621		15,951		Goodwill and other intangible assets, net	18,325		15,951
Operating lease right-of-use assets	Operating lease right-of-use assets	7,321		5,202		Operating lease right-of-use assets	6,561		5,202
Other assets	Other assets	1,822		1,771		Other assets	2,322		1,771
Current income taxes receivable						Current income taxes receivable	390		—
Total Assets	Total Assets	$	328,397	$	331,488	Total Assets	$	325,192	$	331,488

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Liabilities:	Liabilities:					Liabilities:
Reserve for claims	Reserve for claims	$	36,366	$	36,754	Reserve for claims	$	36,603	$	36,754
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	34,486		43,868		Accounts payable and accrued liabilities	40,044		43,868
Operating lease liabilities	Operating lease liabilities	7,453		5,329		Operating lease liabilities	6,704		5,329
Current income taxes payable	Current income taxes payable	6,164		3,329		Current income taxes payable	—		3,329
Deferred income taxes, net	Deferred income taxes, net	11,436		13,121		Deferred income taxes, net	8,662		13,121
Total liabilities	Total liabilities	95,905		102,401		Total liabilities	92,013		102,401

Commitments and Contingencies	Commitments and Contingencies	—		—		Commitments and Contingencies	—		—

Stockholders’ Equity:	Stockholders’ Equity:					Stockholders’ Equity:
Preferred stock (1,000 authorized shares; no shares issued)	Preferred stock (1,000 authorized shares; no shares issued)	—		—		Preferred stock (1,000 authorized shares; no shares issued)	—		—
Common stock – no par value (10,000 authorized shares; 1,897 and 1,895 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively, excluding in each period 292 shares of common stock held by the Company)		—		—
Common stock – no par value (10,000 authorized shares; 1,897 and 1,895 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively, excluding in each period 292 shares of common stock held by the Company)						Common stock – no par value (10,000 authorized shares; 1,897 and 1,895 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively, excluding in each period 292 shares of common stock held by the Company)	—		—
Retained earnings	Retained earnings	231,274		225,861		Retained earnings	232,759		225,861
Accumulated other comprehensive income	Accumulated other comprehensive income	1,218		3,226		Accumulated other comprehensive income	420		3,226
Total stockholders' equity	Total stockholders' equity	232,492		229,087		Total stockholders' equity	233,179		229,087
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	328,397	$	331,488	Total Liabilities and Stockholders’ Equity	$	325,192	$	331,488

Refer to notes to the Consolidated Financial Statements.

Investors Title Company and Subsidiaries

Consolidated Statements of Operations

For the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021

(in thousands, except per share amounts)

(unaudited)


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021			2022		2021		2022		2021
Revenues:	Revenues:					Revenues:
Net premiums written	Net premiums written	$	63,125	$	61,477	Net premiums written	$	69,626	$	67,527	$	132,751	$	129,004
Escrow and other title-related fees	Escrow and other title-related fees	5,064		2,798		Escrow and other title-related fees	6,209		3,487		11,273		6,285
Non-title services	Non-title services	2,426		2,078		Non-title services	2,836		2,408		5,262		4,486
Interest and dividends	Interest and dividends	915		1,016		Interest and dividends	911		898		1,826		1,914
Other investment income	Other investment income	1,337		941		Other investment income	1,106		1,483		2,443		2,424
Net realized investment gains	Net realized investment gains	1,747		321		Net realized investment gains	2,038		182		3,785		503
Changes in the estimated fair value of equity security investments	Changes in the estimated fair value of equity security investments	(5,915)		3,239		Changes in the estimated fair value of equity security investments	(12,172)		4,829		(18,087)		8,068
Other	Other	299		208		Other	348		4,147		647		4,355
Total Revenues	Total Revenues	68,998		72,078		Total Revenues	$	70,902	$	84,961	$	139,900	$	157,039

Operating Expenses:	Operating Expenses:					Operating Expenses:
Commissions to agents	Commissions to agents	29,857		30,542		Commissions to agents	33,826		34,346		63,683		64,888
Provision for claims	Provision for claims	176		1,591		Provision for claims	1,310		1,436		1,486		3,027
Personnel expenses	Personnel expenses	21,254		16,153		Personnel expenses	20,898		15,914		42,152		32,067
Office and technology expenses	Office and technology expenses	4,368		2,742		Office and technology expenses	4,288		3,211		8,656		5,953
Other expenses	Other expenses	5,550		3,735		Other expenses	7,627		4,766		13,177		8,501
Total Operating Expenses	Total Operating Expenses	61,205		54,763		Total Operating Expenses	67,949		59,673		129,154		114,436

Income before Income Taxes	Income before Income Taxes	7,793		17,315		Income before Income Taxes	2,953		25,288		10,746		42,603

Provision for Income Taxes	Provision for Income Taxes	1,608		3,492		Provision for Income Taxes	674		5,506		2,282		8,998

Net Income	Net Income	$	6,185	$	13,823	Net Income	$	2,279	$	19,782	$	8,464	$	33,605

Basic Earnings per Common Share	Basic Earnings per Common Share	$	3.26	$	7.30	Basic Earnings per Common Share	$	1.20	$	10.44	$	4.46	$	17.74

Weighted Average Shares Outstanding – Basic	Weighted Average Shares Outstanding – Basic	1,896		1,894		Weighted Average Shares Outstanding – Basic	1,897		1,894		1,897		1,894

Diluted Earnings per Common Share	Diluted Earnings per Common Share	$	3.25	$	7.29	Diluted Earnings per Common Share	$	1.20	$	10.42	$	4.45	$	17.70

Weighted Average Shares Outstanding – Diluted	Weighted Average Shares Outstanding – Diluted	1,903		1,897		Weighted Average Shares Outstanding – Diluted	1,899		1,899		1,900		1,898

Refer to notes to the Consolidated Financial Statements.

Investors Title Company and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021

(in thousands)

(unaudited)

Three Months Ended
March 31,
2022 2021
Net income $ 6,185 $ 13,823
Other comprehensive loss, before tax:
Accumulated postretirement benefit obligation adjustment 219 —
Net unrealized losses on investments arising during the period (2,764) (750)
Reclassification adjustment for sale of securities included in net income — (23)
Other comprehensive loss, before tax (2,545) (773)
Income tax expense related to postretirement health benefits 46 —
Income tax benefit related to net unrealized losses on investments arising during the period (583) (158)
Income tax benefit related to reclassification adjustment for sale of securities included in net income — (5)
Net income tax benefit on other comprehensive loss (537) (163)
Other comprehensive loss (2,008) (610)
Comprehensive Income $ 4,177 $ 13,213


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	2,279	$	19,782	$	8,464	$	33,605
Other comprehensive (loss) income, before income tax:
Accumulated postretirement benefit obligation adjustment	(8)		—		211		—
Net unrealized (losses) gains on investments arising during the period	(1,178)		59		(3,942)		(691)
Reclassification adjustment for sale of securities included in net income	46		53		46		30
Reclassification adjustment for write-down of securities included in net income	127		—		127		—
Other comprehensive (loss) income, before income tax	(1,013)		112		(3,558)		(661)
Income tax (benefit) expense related to postretirement health benefits	(2)		—		44		—
Income tax (benefit) expense related to net unrealized (losses) gains on investments arising during the period	(252)		12		(835)		(146)
Income tax expense related to reclassification adjustment for sale of securities included in net income	10		11		10		6
Income tax expense related to reclassification adjustment for write-down of securities included in net income	29		—		29		—
Net income tax (benefit) expense on other comprehensive (loss) income	(215)		23		(752)		(140)
Other comprehensive (loss) income	(798)		89		(2,806)		(521)
Comprehensive Income	$	1,481	$	19,871	$	5,658	$	33,084

Refer to notes to the Consolidated Financial Statements.

Investors Title Company and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021

(in thousands, except per share amounts)

(unaudited)


	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount
Balance, March 31, 2021	1,894	$	—	$	209,157	$	3,716	$	212,873
Net income				19,782				19,782
Dividends paid ($0.46 per share)				(873)				(873)
Share-based compensation expense related to stock appreciation rights				67				67
Net unrealized gain on investments						89		89
Balance, June 30, 2021	1,894	$	—	$	228,133	$	3,805	$	231,938

Balance, March 31, 2022	1,897	$	—	$	231,274	$	1,218	$	232,492
Net income				2,279				2,279
Dividends paid ($0.46 per share)				(872)				(872)
Share-based compensation expense related to stock appreciation rights				78				78
Accumulated postretirement benefit obligation adjustment						(6)		(6)
Net unrealized loss on investments						(792)		(792)
Balance, June 30, 2022	1,897	$	—	$	232,759	$	420	$	233,179


		Common Stock			Retained Earnings		Accumulated Other Comprehensive Income					Total Stockholders’ Equity			Common Stock							Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
		Shares	Amount								Shares					Amount
Balance, December 31, 2020	Balance, December 31, 2020	1,892	$	—	$	196,096			$	4,326					$	200,422	Balance, December 31, 2020	1,892			$		—	$	196,096	$	4,326	$	200,422
Net income	Net income				13,823							13,823		Net income								33,605				33,605
Dividends paid ($0.44 per share)					(832)							(832)
Dividends paid ($0.90 per share)														Dividends paid ($0.90 per share)								(1,705)				(1,705)
Exercise of stock appreciation rights	Exercise of stock appreciation rights	2			(1)							(1)		Exercise of stock appreciation rights	2							(1)				(1)
Share-based compensation expense related to stock appreciation rights	Share-based compensation expense related to stock appreciation rights				71							71		Share-based compensation expense related to stock appreciation rights								138				138
Net unrealized loss on investments	Net unrealized loss on investments						(610)					(610)		Net unrealized loss on investments										(521)		(521)
Balance, March 31, 2021		1,894	$	—	$	209,157	$	3,716				$	212,873
Balance, June 30, 2021														Balance, June 30, 2021	1,894				$	—		$	228,133	$	3,805	$	231,938

Balance, December 31, 2021	Balance, December 31, 2021	1,895	$	—	$	225,861	$	3,226				$	229,087	Balance, December 31, 2021	1,895				$	—		$	225,861	$	3,226	$	229,087
Net income	Net income				6,185							6,185		Net income								8,464				8,464
Dividends paid ($0.46 per share)					(873)							(873)
Dividends paid ($0.92 per share)														Dividends paid ($0.92 per share)								(1,745)				(1,745)
Exercise of stock appreciation rights	Exercise of stock appreciation rights	2			(1)							(1)		Exercise of stock appreciation rights	2							(1)				(1)
Share-based compensation expense related to stock appreciation rights	Share-based compensation expense related to stock appreciation rights				102							102		Share-based compensation expense related to stock appreciation rights								180				180
Accumulated postretirement benefit obligation adjustment	Accumulated postretirement benefit obligation adjustment						173					173		Accumulated postretirement benefit obligation adjustment										167		167
Net unrealized loss on investments	Net unrealized loss on investments						(2,181)					(2,181)		Net unrealized loss on investments										(2,973)		(2,973)
Balance, March 31, 2022		1,897	$	—	$	231,274	$	1,218				$	232,492
Balance, June 30, 2022														Balance, June 30, 2022	1,897				$	—		$	232,759	$	420	$	233,179

Refer to notes to the Consolidated Financial Statements.

Investors Title Company and Subsidiaries

Consolidated Statements of Cash Flows

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 and 2021

(in thousands)

(unaudited)


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	6,185	$	13,823	Net income	$	8,464	$	33,605
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	Depreciation	524		430		Depreciation	1,109		880
Amortization of investments, net	Amortization of investments, net	162		285		Amortization of investments, net	310		535
Amortization of other intangible assets, net	Amortization of other intangible assets, net	330		134		Amortization of other intangible assets, net	653		273
Share-based compensation expense related to stock appreciation rights	Share-based compensation expense related to stock appreciation rights	102		71		Share-based compensation expense related to stock appreciation rights	180		138
Net gain on disposals of property	Net gain on disposals of property	(28)		(8)		Net gain on disposals of property	(36)		(3,991)
Net realized investment gains	Net realized investment gains	(1,747)		(321)		Net realized investment gains	(3,785)		(503)
Net change in estimated fair value of equity security investments	Net change in estimated fair value of equity security investments	5,915		(3,239)		Net change in estimated fair value of equity security investments	18,087		(8,068)
Net earnings from other investments	Net earnings from other investments	(1,207)		(594)		Net earnings from other investments	(1,918)		(1,522)
Provision for claims	Provision for claims	176		1,591		Provision for claims	1,486		3,027
(Benefit) provision for deferred income taxes	(Benefit) provision for deferred income taxes	(1,148)		753		(Benefit) provision for deferred income taxes	(3,708)		3,013
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Increase in premium and fees receivable	Increase in premium and fees receivable	(897)		(761)		Increase in premium and fees receivable	(2,424)		(1,961)
Increase in other assets	Increase in other assets	(131)		(2,064)		Increase in other assets	(1,171)		(4,883)
(Increase) decrease in operating lease right-of-use assets	(Increase) decrease in operating lease right-of-use assets	(2,119)		154		(Increase) decrease in operating lease right-of-use assets	(1,359)		150
Increase in current income taxes receivable						Increase in current income taxes receivable	(390)		(804)
Decrease in accounts payable and accrued liabilities	Decrease in accounts payable and accrued liabilities	(9,163)		(3,982)		Decrease in accounts payable and accrued liabilities	(3,613)		(1,296)
Increase (decrease) in operating lease liabilities	Increase (decrease) in operating lease liabilities	2,124		(160)		Increase (decrease) in operating lease liabilities	1,375		(159)
Increase in current income taxes payable		2,835		2,739
Decrease in current income taxes payable						Decrease in current income taxes payable	(3,329)		(638)
Payments of claims, net of recoveries	Payments of claims, net of recoveries	(564)		(613)		Payments of claims, net of recoveries	(1,637)		(1,308)
Net cash provided by operating activities	Net cash provided by operating activities	1,349		8,238		Net cash provided by operating activities	8,294		16,488

Investing Activities	Investing Activities					Investing Activities
Purchases of fixed maturities						Purchases of fixed maturities	(350)		—
Purchases of equity securities	Purchases of equity securities	(102)		(976)		Purchases of equity securities	(1,146)		(1,468)
Purchases of short-term investments	Purchases of short-term investments	(12,624)		(16,578)		Purchases of short-term investments	(47,890)		(31,612)
Purchases of other investments	Purchases of other investments	(275)		(286)		Purchases of other investments	(939)		(414)
Purchases of subsidiary, net of cash						Purchases of subsidiary, net of cash	(4,927)		—
Proceeds from sales and maturities of fixed maturity securities	Proceeds from sales and maturities of fixed maturity securities	9,140		13,660		Proceeds from sales and maturities of fixed maturity securities	14,496		27,562
Proceeds from sales of equity securities	Proceeds from sales of equity securities	2,842		4,831		Proceeds from sales of equity securities	9,378		5,013
Proceeds from sales and maturities of short-term investments	Proceeds from sales and maturities of short-term investments	—		1,251		Proceeds from sales and maturities of short-term investments	22,509		2,338
Proceeds from sales and distributions of other investments	Proceeds from sales and distributions of other investments	1,562		1,534		Proceeds from sales and distributions of other investments	3,054		2,397
Proceeds from sales of other assets						Proceeds from sales of other assets	—		1
Purchases of property	Purchases of property	(908)		(1,613)		Purchases of property	(2,452)		(6,060)
Proceeds from the sale of property	Proceeds from the sale of property	32		13		Proceeds from the sale of property	37		5,321
Net (used in) provided by investing activities		(333)		1,836
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(8,230)		3,078

Financing Activities	Financing Activities					Financing Activities
Exercise of stock appreciation rights	Exercise of stock appreciation rights	(1)		(1)		Exercise of stock appreciation rights	(1)		(1)
Dividends paid	Dividends paid	(873)		(832)		Dividends paid	(1,745)		(1,705)
Net cash used in financing activities	Net cash used in financing activities	(874)		(833)		Net cash used in financing activities	(1,746)		(1,706)

Net Increase in Cash and Cash Equivalents		142		9,241
Net (Decrease) Increase in Cash and Cash Equivalents						Net (Decrease) Increase in Cash and Cash Equivalents	(1,682)		17,860
Cash and Cash Equivalents, Beginning of Period	Cash and Cash Equivalents, Beginning of Period	37,168		13,723		Cash and Cash Equivalents, Beginning of Period	37,168		13,723
Cash and Cash Equivalents, End of Period	Cash and Cash Equivalents, End of Period	$	37,310	$	22,964	Cash and Cash Equivalents, End of Period	$	35,486	$	31,583


Consolidated Statements of Cash Flows, continued	Consolidated Statements of Cash Flows, continued					Consolidated Statements of Cash Flows, continued
		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Supplemental Disclosures:	Supplemental Disclosures:					Supplemental Disclosures:
Cash Paid During the Year for:	Cash Paid During the Year for:					Cash Paid During the Year for:
Income tax refund, net		$	(79)	$	—
Income tax payments, net						Income tax payments, net	$	9,709	$	7,423
Non-Cash Investing and Financing Activities:	Non-Cash Investing and Financing Activities:					Non-Cash Investing and Financing Activities:
Non-cash net unrealized loss on investments, net of deferred tax benefit of $583 and $163 for March 31, 2022 and 2021, respectively		$	2,181	$	610
Adjustments to postretirement benefits obligation, net of deferred tax expense of $(46) and $0 for March 31, 2022 and 2021, respectively		$	(173)	$	—
Non-cash net unrealized loss on investments, net of deferred tax benefit of $835 and $140 for June 30, 2022 and 2021, respectively						Non-cash net unrealized loss on investments, net of deferred tax benefit of $835 and $140 for June 30, 2022 and 2021, respectively	$	2,973	$	521
Adjustments to postretirement benefits obligation, net of deferred tax expense of $(44) and $0 for June 30, 2022 and 2021, respectively						Adjustments to postretirement benefits obligation, net of deferred tax expense of $(44) and $0 for June 30, 2022 and 2021, respectively	$	(167)	$	—
Changes in Financial Statement Amounts Related to Purchase of Subsidiaries, Net of Cash Received:						Changes in Financial Statement Amounts Related to Purchase of Subsidiaries, Net of Cash Received:
Goodwill and other intangibles acquired						Goodwill and other intangibles acquired	$	(3,028)	$	—
Title plant acquired						Title plant acquired	(500)		—
Prepaid and other assets acquired						Prepaid and other assets acquired	(77)		—
Fixed assets acquired						Fixed assets acquired	(1,322)		—
Purchase of subsidiary, net of cash received						Purchase of subsidiary, net of cash received	$	(4,927)	$	—

Refer to notes to the Consolidated Financial Statements.

INVESTORS TITLE COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~March 31,~~June 30, 2022

(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, 2021 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-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2022 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 ~~three-month~~six-month period ended ~~March 31,~~June 30, 2022 and the year ended December 31, 2021 ~~are~~is summarized as follows:


(in thousands)	(in thousands)	March 31, 2022		December 31, 2021		(in thousands)	June 30, 2022		December 31, 2021
Balance, beginning of period	Balance, beginning of period	$	36,754	$	33,584	Balance, beginning of period	$	36,754	$	33,584
Provision charged to operations	Provision charged to operations	176		5,686		Provision charged to operations	1,486		5,686
Payments of claims, net of recoveries	Payments of claims, net of recoveries	(564)		(2,516)		Payments of claims, net of recoveries	(1,637)		(2,516)
Balance, end of period	Balance, end of period	$	36,366	$	36,754	Balance, end of period	$	36,603	$	36,754

The total reserve for all reported and unreported losses the Company incurred through ~~March 31,~~June 30, 2022 is represented by the reserve for claims on the unaudited Consolidated Balance Sheets. The Company's reserves for unpaid losses and loss adjustment expenses are established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy claims that have been incurred but not yet reported (“IBNR”). Despite the variability of such estimates, management believes that the total reserve for claims is adequate to cover claim losses which might result from pending and future claims under title insurance policies issued through ~~March 31,~~June 30, 2022. 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.

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)	(in thousands, except percentages)	March 31, 2022		%	December 31, 2021		%	(in thousands, except percentages)	June 30, 2022		%	December 31, 2021		%
Known title claims	Known title claims	$	3,910	10.8	$	3,317	9.0	Known title claims	$	3,380	9.2	$	3,317	9.0
IBNR	IBNR	32,456		89.2	33,437		91.0	IBNR	33,223		90.8	33,437		91.0
Total reserve for claims	Total reserve for claims	$	36,366	100.0	$	36,754	100.0	Total reserve for claims	$	36,603	100.0	$	36,754	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-month~~three- and six-month periods ended ~~March 31:~~June 30:


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	(in thousands, except per share amounts)	2022		2021		(in thousands, except per share amounts)	2022		2021		2022		2021
Net income	Net income	$	6,185	$	13,823	Net income	$	2,279	$	19,782	$	8,464	$	33,605
Weighted average common shares outstanding – Basic	Weighted average common shares outstanding – Basic	1,896		1,894		Weighted average common shares outstanding – Basic	1,897		1,894		1,897		1,894
Incremental shares outstanding assuming the exercise of dilutive SARs (share-settled)	Incremental shares outstanding assuming the exercise of dilutive SARs (share-settled)	7		3		Incremental shares outstanding assuming the exercise of dilutive SARs (share-settled)	2		5		3		4
Weighted average common shares outstanding – Diluted	Weighted average common shares outstanding – Diluted	1,903		1,897		Weighted average common shares outstanding – Diluted	1,899		1,899		1,900		1,898
Basic earnings per common share	Basic earnings per common share	$	3.26	$	7.30	Basic earnings per common share	$	1.20	$	10.44	$	4.46	$	17.74
Diluted earnings per common share	Diluted earnings per common share	$	3.25	$	7.29	Diluted earnings per common share	$	1.20	$	10.42	$	4.45	$	17.70

There were 013 thousand and 1514 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended ~~March 31,~~June 30, 2022 and 2021, respectively, due to the out-of-the-money status of the related share-based awards. There were 13 thousand and 14 thousand potential shares excluded from the computation of diluted earnings per share for the six-month periods ended June 30, 2022 and 2021, 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 ~~March 31,~~June 30, 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.

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)	(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		(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	Outstanding as of January 1, 2021	36	$	139.16	4.38	$	903	Outstanding as of January 1, 2021	36	$	139.16	4.38	$	903
SARs granted	SARs granted	5	184.26					SARs granted	5	184.26
SARs exercised	SARs exercised	(6)	106.71					SARs exercised	(6)	106.71
Outstanding as of December 31, 2021	Outstanding as of December 31, 2021	35	$	150.36	3.96	$	1,643	Outstanding as of December 31, 2021	35	$	150.36	3.96	$	1,643
SARs granted	SARs granted	—	—					SARs granted	5	166.90
SARs exercised	SARs exercised	(4)	89.23					SARs exercised	(4)	89.23
Outstanding as of March 31, 2022		31	$	158.22	4.02	$	1,400
Outstanding as of June 30, 2022								Outstanding as of June 30, 2022	36	$	159.32	4.16	$	407

Exercisable as of March 31, 2022		26	$	161.73	3.76	$	1,067
Exercisable as of June 30, 2022								Exercisable as of June 30, 2022	27	$	161.95	3.65	$	324

Unvested as of March 31, 2022		5	$	141.50	5.25	$	333
Unvested as of June 30, 2022								Unvested as of June 30, 2022	9	$	151.27	5.73	$	83

During the second quarters of both 2022 and 2021, the Company issued 5 thousand share-settled SARs to directors of the Company. The fair value of each award is estimated on the date of grant using the Black-Scholes option valuation model 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 value for the SARs issued during 2022 and 2021 were $69.64 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	35.0%	33.9%
Interest Rate	2.9%	1.3%
Yield Rate	0.1%	1.1%

There was approximately ~~$102~~$180 thousand and ~~$71~~$139 thousand of compensation expense relating to SARs vesting on or before ~~March 31,~~June 30, 2022 and 2021, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations. As of ~~March 31,~~June 30, 2022, there was ~~$206~~$441 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 1 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 through approved attorneys from underwriting offices and through independent issuing 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 ~~March 31,~~June 30, 2022 and 2021:


Three Months Ended June 30, 2022 (in thousands)	Title Insurance		All Other		Intersegment Eliminations		Total
Insurance and other services revenues	$	83,478	$	3,242	$	(7,701)	$	79,019
Investment loss	(9,544)		(611)		—		(10,155)
Net realized gain (loss) on investments	2,460		(422)		—		2,038
Total revenues	$	76,394	$	2,209	$	(7,701)	$	70,902
Operating expenses	72,234		3,265		(7,550)		67,949
Income (loss) before income taxes	$	4,160	$	(1,056)	$	(151)	$	2,953
Total assets	$	249,160	$	76,032	$	—	$	325,192


Three Months Ended March 31, 2022 (in thousands)		Title Insurance		All Other		Intersegment Eliminations		Total
Three Months Ended June 30, 2021 (in thousands)										Three Months Ended June 30, 2021 (in thousands)	Title Insurance		All Other		Intersegment Eliminations		Total
Insurance and other services revenues	Insurance and other services revenues	$	73,065	$	2,737	$	(4,888)	$	70,914	Insurance and other services revenues	$	74,599	$	6,655	$	(3,685)	$	77,569
Investment loss		(1,628)		(2,035)		—		(3,663)
Investment income										Investment income	6,504		706		—		7,210
Net realized gain on investments	Net realized gain on investments	51		1,696		—		1,747		Net realized gain on investments	161		21		—		182
Total revenues	Total revenues	$	71,488	$	2,398	$	(4,888)	$	68,998	Total revenues	$	81,264	$	7,382	$	(3,685)	$	84,961
Operating expenses	Operating expenses	63,188		2,753		(4,736)		61,205		Operating expenses	60,521		2,686		(3,534)		59,673
Income (loss) before income taxes		$	8,300	$	(355)	$	(152)	$	7,793
Income before income taxes										Income before income taxes	$	20,743	$	4,696	$	(151)	$	25,288
Total assets	Total assets	$	275,729	$	52,668	$	—	$	328,397	Total assets	$	239,572	$	77,367	$	—	$	316,939


Six Months Ended June 30, 2022 (in thousands)	Title Insurance		All Other		Intersegment Eliminations		Total
Insurance and other services revenues	$	156,543	$	5,979	$	(12,589)	$	149,933
Investment loss	(11,172)		(2,646)		—		(13,818)
Net realized gain on investments	2,511		1,274		—		3,785
Total revenues	$	147,882	$	4,607	$	(12,589)	$	139,900
Operating expenses	135,422		6,018		(12,286)		129,154
Income (loss) before income taxes	$	12,460	$	(1,411)	$	(303)	$	10,746
Total assets	$	249,160	$	76,032	$	—	$	325,192


Three Months Ended March 31, 2021 (in thousands)		Title Insurance		All Other		Intersegment Eliminations		Total
Six Months Ended June 30, 2021 (in thousands)										Six Months Ended June 30, 2021 (in thousands)	Title Insurance		All Other		Intersegment Eliminations		Total
Insurance and other services revenues	Insurance and other services revenues	$	66,521	$	2,338	$	(2,298)	$	66,561	Insurance and other services revenues	$	141,120	$	8,993	$	(5,983)	$	144,130
Investment income	Investment income	4,396		800		—		5,196		Investment income	10,900		1,506		—		12,406
Net realized gain on investments	Net realized gain on investments	232		89		—		321		Net realized gain on investments	393		110		—		503
Total revenues	Total revenues	$	71,149	$	3,227	$	(2,298)	$	72,078	Total revenues	$	152,413	$	10,609	$	(5,983)	$	157,039
Operating expenses	Operating expenses	54,530		2,385		(2,152)		54,763		Operating expenses	115,051		5,071		(5,686)		114,436
Income before income taxes	Income before income taxes	$	16,619	$	842	$	(146)	$	17,315	Income before income taxes	$	37,362	$	5,538	$	(297)	$	42,603
Total assets	Total assets	$	237,082	$	58,458	$	—	$	295,540	Total assets	$	239,572	$	77,367	$	—	$	316,939

910

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 $14.2 million and $13.4 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. The executive employee benefits include health, dental, vision and life insurance and are unfunded. These amounts are classified as accounts payable and accrued liabilities in the unaudited Consolidated Balance Sheets. The following sets forth the net periodic benefit cost for the executive benefits for the periods ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021		2022		2021
Service cost – benefits earned during the year	Service cost – benefits earned during the year	$	—	$	—	Service cost – benefits earned during the year	$	—	$	—	$	—	$	—
Interest cost on the projected benefit obligation	Interest cost on the projected benefit obligation	6		7		Interest cost on the projected benefit obligation	8		7		14		14
Amortization of unrecognized losses		—		—
Amortization of unrecognized gain						Amortization of unrecognized gain	(4)		—		(4)		—
Net periodic benefit cost	Net periodic benefit cost	$	6	$	7	Net periodic benefit cost	$	4	$	7	$	10	$	14

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 March 31, 2022 (in thousands) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated Fair
Value
Fixed maturity securities, available-for-sale, at fair value:
General obligations of U.S. states, territories and political subdivisions $ 15,011 $ 224 $ — $ 15,235
Special revenue issuer obligations of U.S. states, territories and political subdivisions 40,620 806 56 41,370
Corporate debt securities 10,578 707 165 11,120
Total $ 66,209 $ 1,737 $ 221 $ 67,725


As of June 30, 2022 (in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Fixed maturity securities, available-for-sale, at fair value:
General obligations of U.S. states, territories and political subdivisions	$	13,731	$	97	$	43	$	13,785
Special revenue issuer obligations of U.S. states, territories and political subdivisions	38,164		305		325		38,144
Corporate debt securities	8,979		527		50		9,456
Total	$	60,874	$	929	$	418	$	61,385


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:
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 4540 individual fixed maturity securities with revenue sources from a variety of industry sectors.

1011

The scheduled maturities of fixed maturity securities at ~~March 31,~~June 30, 2022 are as follows:


		Available-for-Sale					Available-for-Sale
(in thousands)	(in thousands)	Amortized Cost		Estimated Fair Value		(in thousands)	Amortized Cost		Estimated Fair Value
Due in one year or less	Due in one year or less	$	15,104	$	15,165	Due in one year or less	$	13,766	$	13,811
Due one year through five years	Due one year through five years	46,535		47,521		Due one year through five years	43,360		43,538
Due five years through ten years	Due five years through ten years	3,747		3,811		Due five years through ten years	1,304		1,343
Due after ten years	Due after ten years	823		1,228		Due after ten years	2,444		2,693
Total	Total	$	66,209	$	67,725	Total	$	60,874	$	61,385

Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties.

The following table presents the gross unrealized losses on fixed maturity securities and the estimated fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous loss position at ~~March 31,~~June 30, 2022 and December 31, 2021:


		Less than 12 Months				12 Months or Longer				Total					Less than 12 Months				12 Months or Longer				Total
As of March 31, 2022 (in thousands)		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
As of June 30, 2022 (in thousands)														As of June 30, 2022 (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														General obligations of U.S. states, territories and political subdivisions	$	5,582	$	(43)	$	—	$	—	$	5,582	$	(43)
Special revenue issuer obligations of U.S. states, territories and political subdivisions	Special revenue issuer obligations of U.S. states, territories and political subdivisions	$	2,383	$	(53)	$	1,101	$	(3)	$	3,484	$	(56)	Special revenue issuer obligations of U.S. states, territories and political subdivisions	14,083		(322)		1,101		(3)		$	15,184	$	(325)
Corporate debt securities	Corporate debt securities	2,633		(69)		6,111		(96)		8,744		(165)		Corporate debt securities	650		(7)		2,746		(43)		3,396		(50)
Total temporarily impaired securities	Total temporarily impaired securities	$	5,016	$	(122)	$	7,212	$	(99)	$	12,228	$	(221)	Total temporarily impaired securities	$	20,315	$	(372)	$	3,847	$	(46)	$	24,162	$	(418)


	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 temporarily impaired securities	$	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. Consideration is given to (1) the extent to which the fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

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. Because the Company does not intend to sell these securities and will likely not be compelled to sell them before it can recover its cost basis, the Company does not consider these investments to be other-than-temporarily impaired.

Factors considered in determining whether a loss is temporary include the length of time and extent to which the estimated fair value has been below cost, the financial condition and prospects of the issuer (including credit ratings and analyst reports) and macro-economic changes. A total of 1341 and 9 fixed maturity securities had unrealized losses at ~~March 31,~~June 30, 2022 and December 31, 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.

1112

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 ~~has not~~ recorded ~~any~~$127 thousand in other-than-temporary impairment charges related to fixed maturity securities for the ~~three-month periods~~six-month period ended ~~March 31,~~June 30, 2022 and had no recorded other-than-temporary impairment charges for six-month period ended June 30, 2021. Expenses related to other-than-temporary impairments are recorded in net realized investment gains in the unaudited Consolidated Statements of Operations when recognized.

Investments in Equity Securities

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


As of March 31, 2022 (in thousands)		Cost		Estimated Fair Value
As of June 30, 2022 (in thousands)						As of June 30, 2022 (in thousands)	Cost		Estimated Fair Value
Equity securities, at fair value:	Equity securities, at fair value:					Equity securities, at fair value:
Common stocks	Common stocks	$	28,484	$	69,945	Common stocks	$	25,613	$	54,901
Total	Total	$	28,484	$	69,945	Total	$	25,613	$	54,901


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 unaudited Consolidated Statements of Operations as changes in the estimated fair value of equity security investments.

Net Realized Investment Gains

Gross realized gains and losses on sales of investments for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2022 and 2021 are summarized as follows:


(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021
Gross realized gains from securities:	Gross realized gains from securities:					Gross realized gains from securities:
Corporate debt securities						Corporate debt securities	$	—	$	53
Common stocks	Common stocks	$	1,747	$	940	Common stocks	4,556		1,079
Total	Total	$	1,747	$	940	Total	$	4,556	$	1,132
Gross realized losses from securities:	Gross realized losses from securities:					Gross realized losses from securities:
Corporate debt securities	Corporate debt securities	$	—	(23)		Corporate debt securities	$	(46)	$	(24)
Common stocks	Common stocks	—		(596)		Common stocks	(189)		(606)
Other-than-temporary impairment of securities						Other-than-temporary impairment of securities	(127)		—
Total	Total	$	—	$	(619)	Total	$	(362)	$	(630)
Net realized gains from securities	Net realized gains from securities	$	1,747	$	321	Net realized gains from securities	$	4,194	$	502
Gross realized gains (losses) on other investments:	Gross realized gains (losses) on other investments:					Gross realized gains (losses) on other investments:
Gains on other investments	Gains on other investments	$	—	$	—	Gains on other investments	$	—	$	1
Losses on other investments	Losses on other investments	—		—		Losses on other investments	(409)		—
Total	Total	$	—	$	—	Total	$	(409)	$	1
Net realized investment gains	Net realized investment gains	$	1,747	$	321	Net realized investment gains	$	3,785	$	503

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

1213

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 limited liability companies ("LLCs"), as of ~~March 31,~~June 30, 2022:


(in thousands)	(in thousands)	Balance Sheet Classification	Carrying Value		Estimated Fair Value		Maximum Potential Loss (a)		(in thousands)	Balance Sheet Classification	Carrying Value		Estimated Fair Value		Maximum Potential Loss (a)
Tax credit LPs		Other investments	$	276	$	276	$	1,768
Real estate LLCs or LPs	Real estate LLCs or LPs	Other investments	3,887		5,098		5,408		Real estate LLCs or LPs	Other investments	$	3,528	$	4,648	$	5,408
Small business investment LPs	Small business investment LPs	Other investments	8,764		8,805		14,320		Small business investment LPs	Other investments	9,019		9,107		14,320
Total	Total		$	12,927	$	14,179	$	21,496	Total		$	12,547	$	13,755	$	19,728


(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 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 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 ~~Accounting Standards Codification ("ASC") 820, Fair Value Measurement~~.GAAP. Generally, quotes obtained from the pricing service for instruments classified as Level 2 are not adjusted and are not binding. As of ~~March 31,~~June 30, 2022 and December 31, 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, ~~ASC 825,~~ ~~Financial Instruments, excludes from its scope~~ certain financial instruments, including those related to insurance contracts, pension and other postretirement benefits, and equity method ~~investments.~~investments are excluded from the scope of disclosures.

1314

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.

Investments in real estate

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 unaudited Consolidated Statement of Operations when recognized.

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 ~~March 31,~~June 30, 2022 and December 31, 2021:


As of March 31, 2022 (in thousands)		Level 1		Level 2 *		Level 3		Total
As of June 30, 2022 (in thousands)										As of June 30, 2022 (in thousands)	Level 1		Level 2 *		Level 3		Total
Fixed maturity securities:	Fixed maturity securities:									Fixed maturity securities:
Obligations of U.S. states, territories and political subdivisions	Obligations of U.S. states, territories and political subdivisions	$	—	$	56,605	$	—	$	56,605	Obligations of U.S. states, territories and political subdivisions	$	—	$	51,929	$	—	$	51,929
Corporate debt securities	Corporate debt securities	—		11,120		—		11,120		Corporate debt securities	—		9,456		—		9,456
Total	Total	$	—	$	67,725	$	—	$	67,725	Total	$	—	$	61,385	$	—	$	61,385


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.

1415

The following table presents, by level, estimated fair values of equity investments and other financial instruments as of ~~March 31,~~June 30, 2022 and December 31, 2021:


As of March 31, 2022 (in thousands)		Level 1		Level 2		Level 3		Total
As of June 30, 2022 (in thousands)										As of June 30, 2022 (in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:	Financial assets:									Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	37,310	$	—	$	—	$	37,310	Cash and cash equivalents	$	35,486	$	—	$	—	$	35,486
Accrued interest and dividends	Accrued interest and dividends	1,000		—		—		1,000		Accrued interest and dividends	733		—		—		733
Equity securities, at fair value:	Equity securities, at fair value:									Equity securities, at fair value:
Common stocks	Common stocks	69,945		—		—		69,945		Common stocks	54,901		—		—		54,901
Short-term investments:	Short-term investments:									Short-term investments:
Money market funds		58,555		—		—		58,555
Money market funds and US treasury bills										Money market funds and US treasury bills	71,319		—		—		71,319
Other investments:	Other investments:									Other investments:
Equity investments in unconsolidated affiliates, measurement alternative	Equity investments in unconsolidated affiliates, measurement alternative	—		—		8,908		8,908		Equity investments in unconsolidated affiliates, measurement alternative	—		—		9,273		9,273
Total	Total	$	166,810	$	—	$	8,908	$	175,718	Total	$	162,439	$	—	$	9,273	$	171,712


As of December 31, 2021 (in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	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 ~~March 31,~~June 30, 2022 or December 31, 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 ~~ASC 820,~~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 and real estate investments 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 other-than-temporarily impaired, an impairment charge is recorded against such investment and reflected in the unaudited Consolidated Statements of Operations. There were no impairments of such investments made during the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2022 or the twelve-month period ended December 31, 2021. The following table presents a rollforward of equity investments under the measurement alternative and real estate investments as of ~~March 31,~~June 30, 2022 and December 31, 2021:


(in thousands)	(in thousands)	Balance, January 1, 2022		Amounts Impaired		Observable Changes		Purchases and Additional Commitments Paid		Sales, Returns of Capital and Other Reductions		Balance, March 31, 2022		(in thousands)	Balance, January 1, 2022		Amounts Impaired		Observable Changes		Purchases and Additional Commitments Paid		Sales, Returns of Capital and Other Reductions		Balance, June 30, 2022
Other investments:	Other investments:													Other investments:
Real Estate	Real Estate	$	4,987	$	—	$	—	$	—	$	—	$	4,987	Real Estate	$	4,987	$	—	$	—	$	—	$	—	$	4,987
Equity investments in unconsolidated affiliates, measurement alternative	Equity investments in unconsolidated affiliates, measurement alternative	8,688		—		—		250		(30)		8,908		Equity investments in unconsolidated affiliates, measurement alternative	8,688		—		—		722		(137)		9,273
Total	Total	$	13,675	$	—	$	—	$	250	$	(30)	$	13,895	Total	$	13,675	$	—	$	—	$	722	$	(137)	$	14,260


(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:
Real Estate	$	—	$	—	$	—	$	5,000	$	(13)	$	4,987
Equity investments in unconsolidated affiliates, measurement alternative	8,741		—		—		1,543		(1,596)		8,688
Total	$	8,741	$	—	$	—	$	6,543	$	(1,609)	$	13,675

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 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 for exchangers in reverse exchange transactions. Like-kind exchange deposits and reverse exchange property totaled approximately ~~$571.4~~$484.4 million and $763.9 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, 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 other income rather than investment income. These like-kind exchange funds are primarily invested in money market and other short-term investments.

1617

COVID-19 – Despite the widespread availability of vaccines, COVID-19 (including its variant strains) continues to impact U.S. states where the Company conducts business. The COVID-19 pandemic has negatively impacted worldwide economic activity and created significant volatility and disruptions of financial markets. In response, the U.S. government and its agencies took a number of significant measures to provide fiscal and monetary stimulus. Such actions included an unscheduled cut to the federal funds rate, the introduction of new programs to preserve market liquidity, extended unemployment and sick leave benefits, mortgage loan forbearance actions, low-interest loans for working capital access and payroll assistance, and other relief measures for both workers and businesses. Many such actions have lapsed or otherwise been reduced as time has passed since the onset of the pandemic. The Company has remained fully operational throughout the pandemic and did not have any reductions in workforce during 2022 or 2021. A large number of the Company's employees are performing their job functions remotely. The Company has not taken stimulus relief funding or incurred any other forms of debt.

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)	Financial Statement Classification, Consolidated Balance Sheets (unaudited) (in thousands)	As of March 31, 2022		As of December 31, 2021		Financial Statement Classification, Consolidated Balance Sheets (unaudited) (in thousands)	As of June 30, 2022		As of December 31, 2021
Other investments	Other investments	$	6,322	$	6,623	Other investments	$	5,433	$	6,623
Premium and fees receivable	Premium and fees receivable	$	853	$	882	Premium and fees receivable	$	860	$	882


Financial Statement Classification, Consolidated Statements of Operations (unaudited) (in thousands)	Financial Statement Classification, Consolidated Statements of Operations (unaudited) (in thousands)	Three Months Ended March 31,				Financial Statement Classification, Consolidated Statements of Operations (unaudited) (in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,	Six Months Ended June 30,
		2022		2021			2022		2021		2022		2021		Three Months Ended June 30,	Six Months Ended June 30,
Net premiums written	Net premiums written	$	6,584	$	6,769	Net premiums written	$	7,402	$	7,165	$	13,986	$	13,934
Non-title services and other investment income	Non-title services and other investment income	$	1,370	$	752	Non-title services and other investment income	$	886	$	1,078	$	2,256	$	1,830
Commissions to agents	Commissions to agents	$	4,465	$	4,474	Commissions to agents	$	5,067	$	4,789	$	9,532	$	9,263

Note 9 – Intangible Assets, Goodwill and Title Plants

The Company evaluates nonorganic growth opportunities, such as acquisitions of title insurance agencies, from time to time in the ordinary course of business. During the six-month period ended June 30, 2022, a subsidiary of the Company acquired a title insurance agency doing business in the state of Texas.

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. In accordance with ASC 350, Intangibles – Goodwill and Other, management determined that no events or changes in circumstances occurred during the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 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:


(in thousands)	(in thousands)	As of March 31, 2022		As of December 31, 2021		(in thousands)	As of June 30, 2022		As of December 31, 2021
Referral relationships	Referral relationships	$	8,567	$	8,567	Referral relationships	$	8,898	$	8,567
Non-compete agreements	Non-compete agreements	2,938		2,938		Non-compete agreements	3,155		2,938
Tradename	Tradename	747		747		Tradename	747		747
Total	Total	12,252		12,252		Total	12,800		12,252
Accumulated amortization	Accumulated amortization	(3,835)		(3,505)		Accumulated amortization	(4,158)		(3,505)
Identifiable intangible assets, net	Identifiable intangible assets, net	$	8,417	$	8,747	Identifiable intangible assets, net	$	8,642	$	8,747

1718

The following table provides the estimated aggregate amortization expense for each of the five succeeding fiscal years:


Year Ended (in thousands)	Year Ended (in thousands)			Year Ended (in thousands)
2022	2022	$	953	2022	$	656
2023	2023	1,290		2023	1,345
2024	2024	1,107		2024	1,162
2025	2025	1,024		2025	1,079
2026	2026	1,024		2026	1,079
Thereafter	Thereafter	2,833		Thereafter	3,134
Total	Total	$	8,231	Total	$	8,455

Goodwill and Title Plants

As of ~~March 31,~~June 30, 2022, the Company recognized ~~$7.2~~$9.7 million in goodwill and ~~$857 thousand~~$1.4 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 ASC 350, management determined that no events or changes in circumstances occurred during the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 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.

Note 10 – Accumulated Other Comprehensive Income

The following table provides changes in the balances of each component of accumulated other comprehensive income, net of tax, for the three- and six-month periods ended ~~March 31,~~June 30, 2022 and 2021:

Three Months Ended
March 31, 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 reclassifications (2,181) 173 (2,008)
Amounts reclassified from accumulated other comprehensive income — — —
Net current-period other comprehensive loss (income) (2,181) 173 (2,008)
Ending balance $ 1,189 $ 29 $ 1,218


Three Months Ended June 30, 2022 (in thousands)	Unrealized Gains and Losses On Available-for-Sale Securities		Postretirement Benefits Plans		Total
Beginning balance at March 31	$	1,189	$	29	$	1,218
Other comprehensive loss before reclassifications	(926)		(6)		(932)
Amounts reclassified from accumulated other comprehensive income	134		—		134
Net current-period other comprehensive loss	(792)		(6)		(798)
Ending balance	$	397	$	23	$	420

Three Months Ended
March 31, 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 before reclassifications (592) — (592)
Amounts reclassified from accumulated other comprehensive income (18) — (18)
Net current-period other comprehensive loss (610) — (610)
Ending balance $ 3,860 $ (144) $ 3,716


Three Months Ended June 30, 2021 (in thousands)	Unrealized Gains and Losses On Available-for-Sale Securities		Postretirement Benefits Plans		Total
Beginning balance at March 31	$	3,860	$	(144)	$	3,716
Other comprehensive income before reclassifications	47		—		47
Amounts reclassified from accumulated other comprehensive income	42		—		42
Net current-period other comprehensive income	89		—		89
Ending balance	$	3,949	$	(144)	$	3,805

1819


Six Months Ended June 30, 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 reclassifications	(3,107)		167		(2,940)
Amounts reclassified from accumulated other comprehensive income	134		—		134
Net current-period other comprehensive (loss) income	(2,973)		167		(2,806)
Ending balance	$	397	$	23	$	420


Six Months Ended June 30, 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 before reclassifications	(545)		—		(545)
Amounts reclassified from accumulated other comprehensive income	24		—		24
Net current-period other comprehensive loss	(521)		—		(521)
Ending balance	$	3,949	$	(144)	$	3,805

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2022 and 2021:


Three Months Ended ~~March 31,~~June 30, 2022 (in thousands)
Details about Accumulated Other Comprehensive Income Components (in thousands)	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 (loss)~~loss on investments	$	—(46)
Other-than-temporary impairments	—(127)
Total	$	—(173)	Net realized investment gains
Tax	—39		Provision for income taxes
Net of Tax	$	—(134)
Reclassifications for the period	$	—(134)


Three Months Ended ~~March 31,~~June 30, 2021 (in thousands)
Details about Accumulated Other Comprehensive Income Components (in thousands)	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~~loss on investments	$	23 (53)
Other-than-temporary impairments	—
Total	$	23 (53)	Net realized investment gains
Tax	~~(5)~~11		Provision for income taxes
Net of Tax	$	18 (42)
Reclassifications for the period	$	18 (42)


Six Months Ended June 30, 2022 (in thousands)
Details about Accumulated Other Comprehensive Income Components (in thousands)	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 loss on investments	$	(46)
Other-than-temporary impairments	(127)
Total	$	(173)	Net realized investment gains
Tax	39		Provision for income taxes
Net of Tax	$	(134)
Reclassifications for the period	$	(134)


Six Months Ended June 30, 2021 (in thousands)
Details about Accumulated Other Comprehensive Income Components (in thousands)	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 loss on investments	$	(30)
Other-than-temporary impairments	—
Total	$	(30)	Net realized investment gains
Tax	6		Provision for income taxes
Net of Tax	$	(24)
Reclassifications for the period	$	(24)

Note 11 – Revenue from Contracts with Customers

~~ASC 606,~~ ~~Revenue from Contracts with Customers~~,GAAP 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:


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021		2022		2021
Revenue from contracts with customers:	Revenue from contracts with customers:					Revenue from contracts with customers:
Escrow and other title-related fees	Escrow and other title-related fees	$	5,064	$	2,798	Escrow and other title-related fees	$	6,209	$	3,487	$	11,273	$	6,285
Non-title services	Non-title services	2,426		2,078		Non-title services	2,836		2,408		5,262		4,486
Total revenue from contracts with customers	Total revenue from contracts with customers	7,490		4,876		Total revenue from contracts with customers	9,045		5,895		16,535		10,771
Other sources of revenue:	Other sources of revenue:					Other sources of revenue:
Net premiums written	Net premiums written	63,125		61,477		Net premiums written	69,626		67,527		132,751		129,004
Investment-related revenue		(1,916)		5,517
Investment-related (loss) revenue						Investment-related (loss) revenue	(8,117)		7,392		(10,033)		12,909
Other	Other	299		208		Other	348		4,147		647		4,355
Total revenues	Total revenues	$	68,998	$	72,078	Total revenues	$	70,902	$	84,961	$	139,900	$	157,039

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.

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 operating 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 date of adoption 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 operating leases follows:


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021		2022		2021
Operating leases	Operating leases	$	563	$	326	Operating leases	$	616	$	326	$	1,179	$	652
Short-term leases (b)	Short-term leases (b)	67		64		Short-term leases (b)	46		92		113		156
Lease expense	Lease expense	$	630	$	390	Lease expense	$	662	$	418	$	1,292	$	808
Sub-lease income	Sub-lease income	—		—		Sub-lease income	—		—		—		—
Lease cost	Lease cost	$	630	$	390	Lease cost	$	662	$	418	$	1,292	$	808


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

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


(in thousands)	(in thousands)	As of March 31, 2022		As of December 31, 2021		(in thousands)	As of June 30, 2022		As of December 31, 2021
Current:	Current:					Current:
Operating lease liabilities	Operating lease liabilities	$	2,021	$	1,547	Operating lease liabilities	$	1,182	$	1,547
Non-current:	Non-current:					Non-current:
Operating lease liabilities	Operating lease liabilities	5,432		3,782		Operating lease liabilities	5,522		3,782
Total operating lease liabilities	Total operating lease liabilities	$	7,453	$	5,329	Total operating lease liabilities	$	6,704	$	5,329

The future minimum lease payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of ~~March 31,~~June 30, 2022, are summarized as follows:


Year Ended (in thousands)	Year Ended (in thousands)			Year Ended (in thousands)
2022	2022	$	2,211	2022	$	1,305
2023	2023	1,892		2023	1,967
2024	2024	1,571		2024	1,582
2025	2025	1,127		2025	1,105
2026	2026	934		2026	933
Thereafter	Thereafter	284		Thereafter	316
Total undiscounted payments	Total undiscounted payments	$	8,019	Total undiscounted payments	$	7,208
Less: present value adjustment	Less: present value adjustment	(566)		Less: present value adjustment	(504)
Operating lease liabilities	Operating lease liabilities	$	7,453	Operating lease liabilities	$	6,704

Supplemental lease information is as follows:


		As of March 31, 2022		As of December 31, 2021			As of June 30, 2022		As of December 31, 2021
Weighted average remaining lease term (years)	Weighted average remaining lease term (years)	4.14		4.13		Weighted average remaining lease term (years)	3.87		4.13
Weighted average discount rate	Weighted average discount rate	4.0	%	4.2	%	Weighted average discount rate	3.9	%	4.2	%

The Company does not have any material pending operating or financing lease agreements that become effective in future periods.

2123

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Investors Title Company's (the "Company") Annual Report on Form 10-K for the year ended December 31, 2021 should be read in conjunction with the following discussion since it contains information which is important for evaluating the Company's operating results and financial condition.

In addition, the Company may make forward-looking statements in the following discussion and analysis. Forward looking statements are based on certain assumptions and expectations of future events that are subject to a number of risks and uncertainties. Actual results may vary. See "Safe Harbor for Forward-Looking Statements" at the end of this discussion and analysis, as well as the sections titled "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for factors that could affect forward-looking statements.

Overview

The Company is a holding company that engages primarily in issuing title insurance through two subsidiaries, Investors Title Insurance Company (“ITIC”) and National Investors Title Insurance Company (“NITIC”). Total revenues from the title segment accounted for ~~96.9%~~ 97.1% of ~~the~~the Company's revenues for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2022. Through ITIC and NITIC, the Company underwrites land title insurance for owners and mortgagees as a primary insurer.

Title insurance protects against loss or damage resulting from title defects that affect real property. When real property is conveyed from one party to another, occasionally there is an undisclosed defect in the title or a mistake or omission in a prior deed, will or mortgage that may give a third party a legal claim against such property. If a covered claim is made against real property, title insurance provides indemnification against insured defects.

There are two basic types of title insurance policies – one for the mortgage lender and one for the real property owner. A lender often requires the property owner to purchase a lender’s title insurance policy to protect its position as a holder of a mortgage loan, but the lender’s title insurance policy does not protect the property owner. The property owner has to purchase a separate owner’s title insurance policy to protect its investment.

The Company issues title insurance policies through its home and branch offices and through a network of agents. Issuing agents are typically real estate attorneys, independent agents or subsidiaries of community and regional mortgage lending institutions, depending on local customs and regulations and the Company’s marketing strategy in a particular territory. The ability to attract and retain issuing agents is a key determinant of the Company’s growth in title insurance premiums written.

Revenues for the title insurance segment primarily result from purchases of new and existing residential and commercial real estate, refinance activity and certain other types of mortgage lending such as home equity lines of credit.

Title insurance premiums vary from state to state and are subject to extensive regulation. Statutes generally provide that rates must not be excessive, inadequate or unfairly discriminatory. The process of implementing a rate change in most states involves pre-approval by the applicable state insurance regulator.

Volume is a factor in the Company’s profitability due to fixed operating costs that are incurred by the Company regardless of title insurance premium volume. The resulting operating leverage tends to amplify the impact of changes in volume on the Company’s profitability. The Company’s profitability also depends, in part, upon its ability to manage its investment portfolio to maximize investment returns and to minimize risks such as interest rate changes, defaults and impairments of assets.

The Company’s volume of title insurance premiums is affected by the overall level of residential and commercial real estate activity, which includes property sales, mortgage financing and mortgage refinancing. Real estate activity, home sales and mortgage lending are cyclical in nature. Real estate activity is affected by a number of factors, including the availability of mortgage credit, the cost of real estate, consumer confidence, employment and family income levels, and general United States economic conditions. Interest rate volatility is also an important factor in the level of residential and commercial real estate activity.

The Company’s title insurance premiums in future periods are likely to fluctuate due to these and other factors which are beyond management’s control.

Historically, the title insurance business tends to be seasonal as well as cyclical. Because home sales are typically strongest in periods of favorable weather, the first calendar quarter tends to have the lowest activity levels, while the spring and summer quarters tend to be more active. Mortgage refinance activity tends to be influenced less by seasonality and more by economic cycles, with activity levels increasing during times of falling interest rates.

2224

Services other than title insurance provided by operating divisions of the Company are not reported separately, but rather are reported collectively in a ~~segment~~group called “All Other”. These other services include those offered by the Company and by its wholly owned subsidiaries, Investors Title Exchange Corporation (“ITEC”), Investors Title Accommodation Corporation (“ITAC”), Investors Trust Company (“Investors Trust”) and Investors Title Management Services, Inc. (“ITMS”).

The Company’s exchange services division, consisting of the operations of ITEC and ITAC, provides customer services in connection with tax-deferred real property exchanges. ITEC acts as a qualified intermediary in tax-deferred exchanges of property held for productive use in a trade or business or for investment, and its income is derived from fees for handling exchange transactions and interest earned on client deposits held by the Company. In its role as qualified intermediary, ITEC coordinates the exchange aspects of the real estate transaction, and its duties include drafting standard exchange documents, holding the exchange funds between the time the old property is sold and the new property is purchased, and accepting the formal identification of the replacement property within the required identification period. ITAC provides services as an exchange accommodation titleholder for accomplishing “parking transactions” as set forth in the safe harbor contained in Internal Revenue Procedure 2000-37. These transactions include reverse exchanges when taxpayers decide to acquire replacement property before selling the relinquished property, or “build to suit” exchanges, when improvements must be made to the replacement property before the taxpayer acquires the improved replacement property. The services provided by the Company’s exchange services division, ITEC and ITAC, are pursuant to provisions in the Internal Revenue Code. From time to time, these laws are subject to review and changes, which may negatively affect the demand for tax-deferred exchanges in general, and consequently, the revenues and profitability of the Company’s exchange services division.

The Company’s trust services division, Investors Trust, provides investment management and trust services to individuals, companies, banks and trusts.

ITMS offers various consulting and management services to provide clients with the technical expertise to start and successfully operate a title insurance agency.

Business Trends and Recent Conditions; COVID-19 Pandemic

The housing market is heavily influenced by government policies and overall economic conditions. Regulatory reform and initiatives by various governmental agencies, including the Federal Reserve's monetary policy and other regulatory changes, could impact lending standards or the processes and procedures used by the Company. The current real estate environment, including interest rates and general economic activity, typically influence the demand for real estate. Changes in either of these areas, in addition to ongoing supply constraints and volatility in the cost and availability of building materials, could impact the Company's results of operations in future periods.

~~Despite the widespread availability of vaccines,~~ COVID-19 (including its variant strains) continues to impact U.S. states where the Company conducts business. The COVID-19 pandemic has negatively impacted worldwide economic activity and created significant volatility and disruptions of financial markets. In response, the U.S. government and its agencies took a number of significant measures to provide fiscal and monetary stimulus. Such actions included an unscheduled cut to the federal funds rate, the introduction of new programs to preserve market liquidity, extended unemployment and sick leave benefits, mortgage loan forbearance actions, low-interest loans for working capital access and payroll assistance, and other relief measures for both workers and businesses. Many such actions have lapsed or otherwise been reduced as time has passed since the onset of the ~~pandemic.~~pandemic and with the widespread availability of vaccines. The Company has remained fully operational throughout the pandemic and did not have any reductions in workforce. A large number of the Company's employees are performing their job functions remotely. The Company has not taken stimulus relief funding or incurred any other forms of debt.

The COVID-19 pandemic has caused the Company to modify its business practices (including employee travel, employee work locations and cancellation of physical participation in meetings, events and conferences). The COVID-19 pandemic and any of its variants could continue to affect the Company in a number of ways including, but not limited to, the impact of employees becoming ill, quarantined, or otherwise unable to work or travel due to illness or governmental restriction, potential decreases in net premiums written in the future, and future fluctuations in the Company's investment portfolio due to the pandemic and the economic disruption it is causing. Because of the inherent uncertainty regarding the duration and severity of the COVID-19 pandemic and its effects on the economy, as well as uncertainty regarding the effects of government measures already taken, and which may be taken or continued in the future, to combat the spread of the virus and any of its variants, the Company is currently unable to predict the ultimate impact of the pandemic.

The current period of inflation, as well as ongoing military conflict between Russia and Ukraine, has created additional volatile market conditions and uncertainties in the global economy.

2325

Regulatory Environment

The Federal Open Market Committee (“FOMC”) of the Federal Reserve issues disclosures on a periodic basis that include projections of the federal funds rate and expected actions. In March 2020, the FOMC lowered the target federal funds rate twice by a total of 150 basis points in response to risk posed to economic activity by COVID-19, resulting in a target federal funds rate range between 0.00% and 0.25%. The FOMC had maintained this target range until March 2022, when the target federal funds rate range was increased to between 0.25% and 0.50%. The target federal funds rate range was further raised ~~again in May 2022, when~~at subsequent meetings, with the ~~FOMC increased~~FOMC's most recent change increasing the target range in July 2022 to between ~~0.75%~~2.25% and ~~1.00%~~2.50%. ~~Further, the~~The FOMC has noted ~~in the May 2022 meeting~~ that it anticipates that ongoing increases in the target range will be appropriate and, ~~announced steps~~in addition, decided to ~~begin reducing its~~continue with balance sheet ~~holdings.~~holdings reductions that began in May of 2022. In normal economic situations, future adjustments to the FOMC’s stance of monetary policy are expected to be based on realized and expected economic developments to achieve maximum employment and inflation near the FOMC's symmetric long-term 2.0% objective.

In 2008, the federal government took control of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) in an effort to keep these government-sponsored entities from failing. The primary functions of Fannie Mae and Freddie Mac are to provide liquidity to the nation's mortgage finance system by purchasing mortgages on the secondary market, pooling them and selling them as mortgage-backed securities. In order to securitize, Fannie Mae and Freddie Mac typically require the purchase of title insurance for loans they acquire. Since the federal takeover, there have been various discussions and proposals regarding their reform. Changes to these entities could impact the entire mortgage loan process and, as a result, could affect the demand for title insurance. The timing and results of reform are currently unknown; however, any changes to these entities could affect the Company and its results of operations.

In recent years, the Consumer Financial Protection Bureau (“CFPB”), Office of the Comptroller of Currency and the Federal Reserve have issued memorandums to banks that communicated those agencies’ heightened focus on vetting third-party providers. Such increased regulatory involvement may affect the Company's agents and approved providers. Further proposals to change regulations governing insurance holding companies and the title insurance industry are often introduced in Congress, in state legislatures and before various insurance regulatory agencies. Although the Company regularly monitors such proposals, the likelihood and timing of passage of any such regulation, and the possible effects of any such regulation on the Company and its subsidiaries, cannot be determined at this time.

The timing and nature of any reforms are currently unknown; however, the CFPB is expected to take a significantly more aggressive approach to using its rulemaking, supervision, and enforcement authorities under President Biden’s administration. Any changes to the CFPB or other governmental entities could affect the Company and its results of operations.

Real Estate Environment

The Mortgage Bankers Association's ("MBA") ~~March 21,~~June 10, 2022 Mortgage Finance Forecast (“MBA Forecast”) projects 2022 purchase activity to increase ~~7.7%~~2.1% to ~~$1,773~~$1,681 billion and mortgage refinance activity to decrease ~~63.3%~~68.9% to ~~$861~~$730 billion, resulting in a net decrease in total mortgage originations of ~~34.0%~~39.6% to ~~$2,634~~$2,411 billion, all from 2021 levels. In 2021, purchase activity accounted for 41.2% of all mortgage originations and is projected in the MBA Forecast to represent ~~67.3%~~69.7% of all mortgage originations in 2022. In addition, according to data published by Freddie Mac, the average 30-year fixed mortgage interest rates in the United States were 4.5% and 2.9% for the six-month periods ended June 30, 2022 and 2021, respectively. The FOMC has noted that it anticipates that ongoing increases in the federal funds rate will be appropriate in response to the current inflationary environment, with mortgage rates typically moving in conjunction with the federal funds rate. Per the MBA Forecast, ~~is projecting fewer total~~ mortgage ~~originations~~interest rates are projected to be at or over 5.0% for the remainder of 2022, before decreasing in both 2023 and ~~2024, compared with 2022 levels.~~2024. Due to the rapidly changing environment brought on by COVID-19, supply constraints, inflationary pressures and geopolitical conflicts, these projections and the impact of actual future developments on the Company could be subject to material change.

According to data published by Freddie Mac, the average 30-year fixed mortgage interest rates in the United States were 3.8% and 2.9% for the three-month periods ended March 31, 2022 and 2021, respectively. ~~Per the MBA Forecast, mortgage interest rates are projected to increase to 4.5% in the fourth quarter of 2022.~~

Historically, activity in real estate markets has varied over the course of market cycles by geographic region and in response to evolving economic factors. Operating results can vary from year to year based on cyclical market conditions and do not necessarily indicate the Company's future operating results and cash flows.

Critical Accounting Estimates and Policies

The preparation of the Company's unaudited Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures regarding contingencies and commitments. Actual results could differ from these estimates. During the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2022, the Company did not make any material changes to its critical accounting policies as previously disclosed in Management's Discussion and Analysis in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the "SEC").

Results of Operations

The following table presents certain unaudited Consolidated Statements of Operations data for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021		2022		2021
Revenues:	Revenues:					Revenues:
Net premiums written	Net premiums written	$	63,125	$	61,477	Net premiums written	$	69,626	$	67,527	$	132,751	$	129,004
Escrow and other title-related fees	Escrow and other title-related fees	5,064		2,798		Escrow and other title-related fees	6,209		3,487		11,273		6,285
Non-title services	Non-title services	2,426		2,078		Non-title services	2,836		2,408		5,262		4,486
Interest and dividends	Interest and dividends	915		1,016		Interest and dividends	911		898		1,826		1,914
Other investment income	Other investment income	1,337		941		Other investment income	1,106		1,483		2,443		2,424
Net realized investment gains	Net realized investment gains	1,747		321		Net realized investment gains	2,038		182		3,785		503
Changes in the estimated fair value of equity security investments	Changes in the estimated fair value of equity security investments	(5,915)		3,239		Changes in the estimated fair value of equity security investments	(12,172)		4,829		(18,087)		8,068
Other	Other	299		208		Other	348		4,147		647		4,355
Total Revenues	Total Revenues	68,998		72,078		Total Revenues	70,902		84,961		139,900		157,039

Operating Expenses:	Operating Expenses:					Operating Expenses:
Commissions to agents	Commissions to agents	29,857		30,542		Commissions to agents	33,826		34,346		63,683		64,888
Provision for claims	Provision for claims	176		1,591		Provision for claims	1,310		1,436		1,486		3,027
Personnel expenses	Personnel expenses	21,254		16,153		Personnel expenses	20,898		15,914		42,152		32,067
Office and technology expenses	Office and technology expenses	4,368		2,742		Office and technology expenses	4,288		3,211		8,656		5,953
Other expenses	Other expenses	5,550		3,735		Other expenses	7,627		4,766		13,177		8,501
Total Operating Expenses	Total Operating Expenses	61,205		54,763		Total Operating Expenses	67,949		59,673		129,154		114,436

Income before Income Taxes	Income before Income Taxes	7,793		17,315		Income before Income Taxes	2,953		25,288		10,746		42,603

Provision for Income Taxes	Provision for Income Taxes	1,608		3,492		Provision for Income Taxes	674		5,506		2,282		8,998

Net Income	Net Income	$	6,185	$	13,823	Net Income	$	2,279	$	19,782	$	8,464	$	33,605

2527

Insurance Revenues

Insurance revenues include net premiums written and escrow and other title-related income that includes escrow fees, commissions and settlement fees. Non-title services revenue, investment-related revenues and other revenues are discussed separately below.

Net Premiums Written

Net premiums written increased ~~2.7%~~3.1% and 2.9% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 to ~~$63.1~~$69.6 million and $132.8 million, respectively, compared with ~~$61.5~~$67.5 million and $129.0 million for the same prior year ~~period.~~periods. The ~~increase~~increases for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 ~~was~~were primarily ~~driven~~driven by higher average home prices and ~~a higher level of purchase activity.~~increased premiums in our Texas market.

Total premiums include an estimate of premiums for policies that have been issued by branches and agents, but not reported to the Company as of the balance sheet date. To determine the estimated premiums, the Company uses historical experience, as well as other factors, to make certain assumptions about the average elapsed time between the policy effective date and the date the policies are reported. From time to time, the Company adjusts the inputs to the estimation process as branches and agents report transactions and new information becomes available. In addition to estimating revenues, the Company also estimates and accrues agent commissions, claims provision, premium taxes, income taxes, and other expenses associated with the estimated revenues that have been accrued. The Company reflects any adjustments to the accruals in the results of operations in the period in which new information becomes available.

Title insurance companies typically issue title insurance policies directly through home and branch offices or through title agencies. Following is a breakdown of premiums generated by branch and agency operations for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended March 31,							Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except percentages)	(in thousands, except percentages)	2022		%	2021		%	(in thousands, except percentages)	2022		%	2021		%	2022		%	2021		%
Home and Branch	Home and Branch	$	17,418	27.6	$	17,360	28.2	Home and Branch	$	16,161	23.2	$	17,048	25.2	$	33,579	25.3	$	34,408	26.7
Agency	Agency	45,707		72.4	44,117		71.8	Agency	53,465		76.8	50,479		74.8	99,172		74.7	94,596		73.3
Total	Total	$	63,125	100.0	$	61,477	100.0	Total	$	69,626	100.0	$	67,527	100.0	$	132,751	100.0	$	129,004	100.0

Home and Branch Office Net Premiums – In the Company's home and branch operations, the Company issues a title insurance policy and retains the entire premium, as no commissions are paid in connection with these policies. Net premiums written from home and branch operations ~~increased 0.3%~~decreased 5.2% and 2.4% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with the same prior year ~~period.~~periods. The ~~increase~~decreases for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, ~~was~~ were primarily driven by lower levels of purchase and refinance activity, partially offset by higher average home ~~prices and a higher level of purchase activity.~~prices.

All of the Company's home office operations and the majority of branch offices are located in North Carolina; as a result, the home and branch office net premiums written are primarily for North Carolina title insurance policies.

Agency Net Premiums – When a policy is written through a title agency, the premium is shared between the agency and the underwriter. The agent retains a majority of the premium as a commission and remits the net amount to the Company. Title insurance commissions earned by the Company’s agents are recognized as expenses concurrently with premium recognition. Agency net premiums written increased ~~3.6%~~5.9% and 4.8% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, compared with the same prior year ~~period.~~periods. The ~~increase~~increases for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 ~~was~~were primarily driven by higher average home prices and ~~a higher level of purchase activity.~~increased premiums in our Texas market.

2628

Following is a schedule of net premiums written for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2022 and 2021 in select states in which the Company's two insurance subsidiaries, ITIC and NITIC, currently underwrite title insurance:


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
State (in thousands)	State (in thousands)	2022		2021		State (in thousands)	2022		2021		2022		2021
North Carolina	North Carolina	$	24,339	$	25,247	North Carolina	$	23,431	$	24,162	$	47,770	$	49,409
Texas	Texas	15,762		11,352		Texas	23,614		12,886		39,376		24,238
Georgia	Georgia	6,972		6,890		Georgia	5,753		10,971		12,725		17,860
South Carolina	South Carolina	5,388		5,348		South Carolina	5,554		5,333		10,942		10,682
All Others	All Others	10,894		12,773		All Others	11,542		14,289		22,436		27,061
Premiums Written	Premiums Written	63,355		61,610		Premiums Written	69,894		67,641		133,249		129,250
Reinsurance Assumed	Reinsurance Assumed	—		—		Reinsurance Assumed	—		—		—		—
Reinsurance Ceded	Reinsurance Ceded	(230)		(133)		Reinsurance Ceded	(268)		(114)		(498)		(246)
Net Premiums Written	Net Premiums Written	$	63,125	$	61,477	Net Premiums Written	$	69,626	$	67,527	$	132,751	$	129,004

The increases in net premiums written in the state of Texas for the three- and six-month periods ended June 30, 2022 were impacted by recent acquisitions of title insurance agencies doing business in the state of Texas. The Company evaluates nonorganic growth opportunities, such as acquisitions of title insurance agencies, from time to time in the ordinary course of business.

Escrow and Other ~~Title-Related~~Title-Related Fees

Escrow and other title-related fees consists primarily of commission income, escrow and other various fees associated with the issuance of title insurance policies including settlement, examination and closing fees. Escrow and other title-related fee revenues were ~~$5.1~~$6.2 million and $11.3 million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$2.8~~$3.5 million and $6.3 million for the same prior year ~~period.~~periods. The ~~increase~~increases for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 ~~was~~were mainly due to ~~growth in independent agent markets~~a larger share of business that generates escrow income, and ~~products which support title insurance.~~fee income associated with commercial activity.

Revenue from Non-Title Services

Revenue from non-title services includes trust services, agency management services and exchange services income. Non-title service revenues were ~~$2.4~~$2.8 million and $5.3 million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$2.1~~$2.4 million and $4.5 million for the same prior year ~~period.~~periods. The ~~increase~~increases for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 ~~was~~were primarily related to ~~increases in like-kind~~higher levels of property exchange ~~activity and trust management fee income.~~transaction volumes.

Investment-Related Revenues

Investment-related revenues include interest and dividends, other investment income, net realized investment gains and changes in the estimated fair value of equity security investments.

Interest and Dividends

The Company derives a substantial portion of its income from investments in fixed maturity securities, which are primarily municipal and corporate fixed maturity securities, and equity securities. The Company’s investment policy is designed to comply with regulatory requirements and to balance the competing objectives of asset quality and investment returns. The Company's title insurance subsidiaries are required by statute to maintain minimum levels of investments in order to protect the interests of policyholders.

The Company’s investment strategy emphasizes after-tax income and principal preservation. The Company’s investments are primarily in fixed maturity securities and equity securities. The average effective maturity of the majority of the fixed maturity securities is less than 10 years. The Company’s invested assets are managed to fund its obligations and evaluated to ensure long term stability of capital accounts.

2729

As the Company generates cash from operations, it is invested in accordance with the Company’s investment policy and corporate goals. The Company’s investment policy has been designed to balance multiple goals, including the assurance of a stable source of income from interest and dividends, the preservation of principal, and the provision of liquidity sufficient to meet insurance underwriting and other obligations as they become payable in the future. Securities purchased may include a combination of taxable or tax-exempt fixed maturity securities and equity securities. The Company also invests in short-term investments that typically include money market funds, and, at times, the Company has or could invest in U.S. Treasury bills, commercial paper and certificates of deposit. The Company strives to maintain a high quality investment portfolio. Interest and investment income levels are primarily a function of general market performance, interest rates and the amount of cash available for investment.

Interest and dividends were ~~$915~~$911 thousand and $1.8 million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$1.0~~$898 thousand and $1.9 million for the same prior year ~~period. The decrease in 2022 was primarily related to lower interest income received due to lower average balances of fixed maturity securities and lower levels of dividends received.~~periods.

Other Investment Income

Other investment income consists primarily of income related to investments in unconsolidated affiliates, typically structured as limited liability companies ("LLCs"), accounted for under either the equity method of accounting or the measurement alternative for investments that do not have readily determinable fair values. 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.

Other investment income was ~~$1.3~~$1.1 million and $2.4 million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$0.9~~$1.5 million and $2.4 million for the same prior year ~~period.~~periods. Changes in other investment income are impacted by fluctuations in the carrying value of the underlying investment and/or distributions received.

Net Realized Investment Gains

Dispositions of equity securities at a realized gain or loss reflect such factors as industry sector allocation decisions, ongoing assessments of issuers’ business prospects and tax planning considerations. Additionally, the amounts included in net realized investment gains are affected by assessments of securities’ valuation for other-than-temporary impairment. As a result of the interaction of these factors and considerations, the net realized investment gain or loss can vary significantly from period to period.

The net realized investment gains were ~~$1.7~~$2.0 million and $3.8 million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$321~~$182 thousand and $503 thousand for the same prior year ~~period.~~periods. The Company recorded impairment charges of $127 thousand on certain fixed maturity securities where the intent to hold has changed in the three-month period ended June 30, 2022. There were no impairment charges recorded in ~~2022 or~~ 2021. Management believes unrealized losses on the remaining fixed maturity securities at ~~March 31,~~June 30, 2022 are temporary in nature.

The securities in the Company’s investment portfolio are subject to economic conditions and market risks. The Company considers relevant facts and circumstances in evaluating whether a credit or interest-related impairment of a fixed maturity security is other-than-temporary. Relevant facts and circumstances include the extent and length of time the fair value of an investment has been below cost.

There are a number of risks and uncertainties inherent in the process of monitoring impairments and determining if an impairment is other-than-temporary. These risks and uncertainties include the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated; the risk that the Company’s assessment of an issuer’s ability to meet all of its contractual obligations will change based on changes in the characteristics of that issuer; the risk that information obtained by the Company or changes in other facts and circumstances leads management to change its intent to sell the fixed maturity security; and the risk that management is making decisions based on inaccurate information.

Changes in the Estimated Fair Value of Equity Security Investments

Changes in the estimated fair value of equity security investments were ~~$(5.9)~~$(12.2) million and $(18.1) million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$3.2~~$4.8 million and $8.1 million for the same prior year period. Such fluctuations are the result of changes in general market conditions during the respective periods. All major indices have experienced significant declines in 2022.

Other Revenues

Other revenues primarily include miscellaneous income and gains and losses on the disposal of fixed assets and ~~miscellaneous revenues.~~real estate. Other revenues were ~~$299~~$348 thousand and $647 thousand for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$208 thousand~~$4.1 million and $4.4 million for the same prior year ~~period.~~periods. The decreases for the three- and six-month periods ended June 30, 2022 were primarily related to a gain on the sale of a property recorded in 2021.

Expenses

The Company's operating expenses consist primarily of commissions to agents, personnel expenses, office and technology expenses and the provision for claims. Operating expenses increased ~~11.8%~~13.9% and 12.9% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, compared with the same prior year ~~period.~~periods. The ~~increase~~increases for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 ~~was~~were primarily due to increases in personnel expenses, partially offset by a decrease in claims expense. Other categories of operating expenses were 7.4% higher than the prior period, primarily to support expansion of our geographic footprint as well as ongoing strategictitle fees, and office and technology ~~initiatives.~~expenses.

Following is a summary of the Company's operating expenses for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2022 and 2021. Inter-segment eliminations have been netted; therefore, the individual segment amounts will not agree to Note 4 in the accompanying unaudited Consolidated Financial Statements.


		Three Months Ended March 31,							Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except percentages)	(in thousands, except percentages)	2022		%	2021		%	(in thousands, except percentages)	2022		%	2021		%	2022		%	2021		%
Title Insurance	Title Insurance	$	58,487	95.6	$	52,412	95.7	Title Insurance	$	64,734	95.3	$	57,021	95.6	$	123,221	95.4	$	109,433	95.6
All Other	All Other	2,718		4.4	2,351		4.3	All Other	3,215		4.7	2,652		4.4	5,933		4.6	5,003		4.4
Total	Total	$	61,205	100.0	$	54,763	100.0	Total	$	67,949	100.0	$	59,673	100.0	$	129,154	100.0	$	114,436	100.0

On a combined basis, the after-tax profit ~~margin was 9.0%~~margins were 3.2% and 6.1% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~19.2%~~23.3% and 21.4% for the same prior year ~~period.~~periods. The decreases for the three- and six-month periods ended June 30, 2022 were primarily due to negative changes in the estimated fair value of equity security investments during the current year periods and a gain on the sale of property in the same prior year periods. The Company continually strives to enhance its competitive strengths and market position, including ongoing initiatives to manage its operating expenses.

Total Company

Personnel Expenses – Personnel expenses include base salaries, benefits and payroll taxes, bonuses paid to employees and contract labor expenses. Personnel expenses were ~~$21.3~~$20.9 million and $42.2 million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$16.2~~$15.9 million and $32.1 million for the same prior year ~~period.~~periods. On a consolidated basis, personnel expenses as a percentage of total revenues were ~~30.8%~~29.5% and 30.1% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~22.4%~~18.7% and 20.4% for the same prior year ~~period.~~periods. The ~~increase~~increases in personnel expenses for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 ~~was~~were primarily due to ~~expansion~~staffing of ~~our presence in key markets, overall staff growth~~new offices, hiring to support ~~higher transaction volumes,~~growth initiatives, and increased employee benefit ~~and contract labor~~ costs.

Office and Technology Expenses – Office and technology expenses primarily include facilities expenses, software and hardware expenses, depreciation expense, telecommunications expenses, and business insurance. Office and technology expenses were ~~$4.4~~$4.3 million and $8.7 million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$2.7~~$3.2 million and $6.0 million for the same prior year ~~period.~~periods. The ~~increase~~increases for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 ~~was~~were primarily ~~related to~~in support of expanding the Company's geographic footprint and various ongoing ~~investments in software and~~ technology ~~related initiatives and increased facilities expenses associated with staffing additions.~~initiatives.

Other Expenses – Other expenses primarily include business development expenses, premium-related taxes and licensing, professional services, title and service fees, amortization of intangible assets and other general expenses. Other expenses were ~~$5.6~~$7.6 million and $13.2 million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$3.7~~$4.8 million and $8.5 million for the same prior year ~~period.~~periods. The ~~increase~~increases for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 ~~was~~were primarily related to increases in title and service fees, ~~travel-related~~business development expenses and professional service fees.

Title Insurance

Commissions to Agents – Agent commissions represent the portion of premiums retained by agents pursuant to the terms of their respective agency contracts. Commissions to agents decreased ~~2.2%~~1.5% and 1.9% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with the same prior year ~~period.~~periods. Commission expense as a percentage of net premiums written by agents was ~~65.3%~~63.3% and 64.2% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, compared with ~~69.2%~~68.0% and 68.6% for the same prior year ~~period.~~periods. The changes in commission expense, and commission expense as a percentage of net premiums written, were primarily related to changes in geographic mix and an increase in the level of intercompany commissions as a percentage of total premiums, with intercompany commissions being eliminated for wholly owned affiliated agents upon consolidation. Commission rates vary by market due to local practice, competition and state regulations.

Provision for Claims – The provision for claims decreased ~~88.9%~~8.8% and 50.9% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with the same prior year ~~period.~~periods. The provision for claims as a percentage of net premiums written was ~~0.3%~~1.9% and 1.1% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, compared with ~~2.6%~~2.1% and 2.3% for the same prior year ~~period.~~periods. The ~~decrease~~decreases in the provision for claims for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022 ~~was~~were primarily due to achanges in the geographic mix for underwriting risk and higher ~~level~~levels of favorable loss development in the ~~current period.~~six-month period ended June 30, 2022.

Title claims are typically reported and paid within the first several years of policy issuance. The provision for claims reflects actual payments of claims, net of recovery amounts, plus adjustments to the specific and incurred but not reported claims reserves, the latter of which are actuarially determined based on historical claims experience. Actual payments of claims, net of recoveries, were ~~$564 thousand~~$1.6 million and ~~$613 thousand~~$1.3 million for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2022 and 2021, respectively.

At ~~March 31,~~June 30, 2022, the total reserve for claims was ~~$36.4~~$36.6 million. Of that total, approximately ~~$3.9~~$3.4 million was reserved for specific claims, and approximately ~~$32.5~~$33.2 million was reserved for claims for which the Company had no notice. Because of the uncertainty of future claims, changes in economic conditions and the fact that claims may not materialize for several years, reserve estimates are subject to variability.

Changes from prior periods in the expected liability for claims reflect the uncertainty of the claims environment, as well as the limited predictive power of historical data. The Company continually updates and refines its reserve estimates as current experience develops and credible data emerges. Such data includes payments on claims closed during the quarter, new details that emerge on open cases that cause claims adjusters to increase or decrease the case reserves, and the impact that these types of changes have on the Company’s total loss provision. Adjustments may be required as new information develops, which often varies from past experience.

Income Taxes

The provision for income taxes was ~~$1.6~~$674 thousand and $2.3 million for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~$3.5~~$5.5 million and $9.0 million for the same prior year ~~period.~~periods. Income tax expense, including federal and state taxes, as a percentage of income before income taxes was ~~20.6%~~22.8% and 21.2% for the ~~three-month period~~three- and six-month periods ended ~~March 31,~~June 30, 2022, respectively, compared with ~~20.2%~~21.8% and 21.1% for the same prior year ~~period.~~periods. The effective income tax rates for both 2022 and 2021 differ from the U.S. federal statutory income tax rate of 21% primarily due to the effect of tax-exempt income and state taxes. Tax-exempt income lowers the effective tax rate.

The Company believes it is more likely than not that the tax benefits associated with recognized impairments and unrecognized losses recorded through ~~March 31,~~June 30, 2022 will be realized. However, this judgment could be impacted by further market fluctuations.

Liquidity and Capital Resources

The Company’s material cash requirements include general operating expenses, contractual and other obligations for the future payment of title claims, employment agreements, lease agreements, income taxes, capital expenditures, dividends on its common stock and other contractual commitments for goods and services needed for operations. All other arrangements entered into by the Company are not reasonably likely to have a material effect on liquidity or the availability of capital resources. Cash flows from operations have historically been the primary source of financing for expanding operations, whether through organic growth or outside investments. The Company believes its balances of cash, short-term investments and other readily marketable securities, along with cash flows generated by ongoing operations, will be sufficient to satisfy its cash requirements over the next 12 months and thereafter, including the funding of operating activities and commitments for investing and financing activities. There are currently no known trends that the Company believes will materially impact the Company’s capital resources, nor is the Company anticipating any material changes in the mix or relative cost of such ~~resources.~~resources except as otherwise disclosed in the Business Trends and Recent Conditions; COVID-19 Pandemic section of this Management's Discussion and Analysis.

The Company evaluates nonorganic growth opportunities, such as mergers and acquisitions, from time to time in the ordinary course of business. Because of the episodic nature of these events, related incremental liquidity and capital resource needs can be difficult to predict.

The Company’s operating results and cash flows are heavily dependent on the real estate market. The Company’s business has certain fixed costs such as personnel; therefore, changes in the real estate market are monitored closely, and operating expenses such as staffing levels are managed and adjusted accordingly. The Company believes that its significant working capital position and management of operating expenses will aid its ability to manage cash resources through fluctuations in the real estate market.

The extent to which COVID-19 impacts the Company's future operations will depend on future developments which cannot be predicted with certainty at this time, including the duration and severity of the pandemic, actions taken to contain the spread of the virus and its variants, and regulatory actions taken as a result of the outbreak and the availability and rate of vaccinations. Throughout the entirety of the pandemic, the Company has remained fully operational and has not had any reductions in workforce. A large number of the Company's employees are performing their job functions remotely. The Company has not taken stimulus relief funding or incurred any other forms of debt.

Cash Flows – Net cash flows provided by operating activities were ~~$1.3~~$8.3 million and ~~$8.2~~$16.5 million for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2022 and 2021, respectively. Cash flows provided by operating activities differ from net income due to adjustments for non-cash items, such as changes in the estimated fair value of equity security investments, gains and losses on investments and property, the timing of disbursements for taxes, claims and other accrued liabilities, and collections or changes in receivables and other assets.

Cash flows from non-operating activities have historically consisted of purchases and proceeds from investing activities, the issuance of dividends and repurchases of common stock. Net cash was used in investing activities for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2022, compared with net cash being provided by investing activities in the prior year period, due primarily to the purchase of a ~~decline~~subsidiary, a decrease in proceeds ~~received~~from the sale of property, and an increase in purchases of investments, net of proceeds from investment sales and ~~maturities during the current year period.~~maturities.

The Company maintains a high degree of liquidity within its investment portfolio in the form of cash, short-term investments and other readily marketable securities. As of ~~March 31,~~June 30, 2022, the Company held cash and cash equivalents of ~~$37.3~~$35.5 million, short-term investments of ~~$58.6~~$71.3 million, available-for-sale fixed maturity securities of ~~$67.7~~$61.4 million and equity securities of ~~$69.9~~$54.9 million. The net effect of all activities on total cash and cash equivalents was ~~an increase~~a decrease of ~~$142 thousand~~$1.7 million in 2022.

Capital Resources – The amount of capital resources the Company maintains is influenced by state regulation, the need to maintain superior financial ratings from third-party rating agencies and other marketing and operational considerations.

The Company's significant sources of funds are dividends and distributions from its subsidiaries, primarily its two title insurance subsidiaries. Cash is received from its subsidiaries in the form of dividends and as reimbursements for operating and other administrative expenses that it incurs. The reimbursements are executed within the guidelines of management agreements between the Company and its subsidiaries.

The ability of the Company's title insurance subsidiaries to pay dividends to the Company is subject to state regulation from their respective states of domicile. Each state regulates the extent to which title underwriters can pay dividends or make distributions and requires prior regulatory approval of the payment of dividends and other intercompany transfers. The maximum dividend permitted by law is not necessarily indicative of an insurer’s actual ability to pay dividends. Depending on regulatory conditions, the Company may in the future need to retain cash in its title insurance subsidiaries in order to maintain their statutory capital position. As of ~~March 31,~~June 30, 2022, both ITIC and NITIC met the minimum capital, surplus and reserve requirements for each state in which they are licensed.

While state regulations and the need to cover risks may set a minimum level for capital requirements, other factors necessitate maintaining capital resources in excess of the required minimum amounts. For instance, the Company’s capital resources help it maintain high ratings from insurance company rating agencies. Superior ratings strengthen the Company's ability to compete with larger, well known title insurers with national footprints.

A strong financial position provides the necessary flexibility to fund potential acquisition activity, to invest in the Company's core business, and to minimize the financial impact of potential adverse developments. Adverse developments that generally require additional capital include adverse financial results, changes in statutory accounting requirements by regulators, reserve charges, investment losses or costs incurred to adapt to a changing regulatory environment, including costs related to CFPB regulation of the real estate industry.

The Company bases its capitalization levels, in part, on net coverage retained. Since the Company’s geographical focus has been and continues to be concentrated in states with average premium rates typically lower than the national average, capitalization relative to premiums will usually appear higher than industry averages.

Due to the Company’s historical ability to consistently generate positive cash flows from its consolidated operations and investment income, management believes that funds generated from operations will enable the Company to adequately meet its current operating needs for the foreseeable future. However, especially with the continued impact of COVID-19, ongoing inflationary pressures and the ongoing military conflict between Russia and Ukraine, there can be no assurance that future experience will be similar to historical experience, since it is influenced by such factors as the interest rate environment, real estate activity, the Company’s claims-paying ability and its financial strength ratings. In addition to operational and investment considerations, taking advantage of opportunistic external growth opportunities may necessitate obtaining additional capital resources. The Company is carefully monitoring the COVID-19 situation, inflation, the conflict in Ukraine, and other trends that could potentially result in material adverse liquidity changes, and will continually assess its capital allocation strategy, including decisions relating to payment of dividends, repurchasing the Company’s common stock and/or conserving cash.

Purchase of Company Stock – On November 9, 2015, the Board of Directors of the Company approved the purchase of an additional 163,335 shares pursuant to the Company’s repurchase plan, such that there was authority remaining under the plan to purchase up to an aggregate of 500,000 shares of the Company’s common stock pursuant to the plan immediately after this approval. Unless terminated earlier by resolution of the Board of Directors, the plan will expire when all shares authorized for purchase under the plan have been purchased. Pursuant to the Company’s ongoing purchase program, the Company did not purchase any shares in the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2022 or 2021. The Company anticipates making further purchases under this plan from time to time in the future, depending on such factors as the prevailing market price of the Company’s common stock, the Company’s available cash and then existing alternative uses for such cash.

Capital Expenditures – Capital expenditures were approximately ~~$908 thousand~~$2.5 million for the ~~three-month~~six-month period ended ~~March 31, 2022.~~June 30, 2022. In 2022, the Company has plans for various capital improvement projects, including increased investment in a number of technology and system development initiatives and hardware purchases which are anticipated to be funded via cash flows from operations. All material anticipated capital expenditures are subject to periodic review and revision and may vary depending on a number of factors.

Contractual Obligations - As of ~~March 31,~~June 30, 2022, the Company had a claims reserve totaling ~~$36.4~~$36.6 million. The amounts and timing of these obligations are estimated and not set contractually. Events such as fraud, defalcation, and multiple property title defects can substantially and unexpectedly cause increases in both the amount and timing of estimated title insurance loss payments and loss cost trends whereby increases or decreases in inflationary factors (including the value of real estate) will influence the ultimate amount of title insurance loss payments and could increase total obligations and influence claim payout patterns. Due to the length of time over which claim payments are made and regularly occurring changes in underlying economic and market conditions, claim estimates are subject to variability and future payments could increase or decrease from these estimated amounts in the future.

ITIC, a wholly owned subsidiary of the Company, has entered into employment agreements with certain executive officers. The amounts accrued for these agreements at ~~March 31,~~June 30, 2022 and December 31, 2021, were $14.2 million and $13.4 million, respectively, which includes postretirement compensation and health benefits, and were calculated based on the terms of the contracts. These executive contracts are accounted for on an individual contract basis. As payments are based upon the occurrence of specific events, including death, disability, retirement, termination without cause or upon a change in control, payment periods are currently uncertain. Information regarding retirement agreements and other postretirement benefit plans can be found in Note 5 to the unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

The Company enters into lease agreements that are primarily used for office space. These leases are accounted for as operating leases. A portion of the Company's current leases include an option to extend or cancel the lease term, and the exercise of such an option is solely at the Company's discretion. The total of undiscounted future minimum lease payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of ~~March 31,~~June 30, 2022 is ~~$5.8~~$5.9 million, which 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. Information about leases can be found in Note 12 to the unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

In the normal course of business, the Company enters into other contractual commitments for goods and services needed for operations. Such commitments are not expected to have a material adverse effect on the Company’s liquidity.

Off-Balance Sheet Arrangements

As a service to its customers, the Company, through ITIC, administers escrow and trust deposits representing earnest money received under real estate contracts, 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.

In addition, in administering tax-deferred like-kind exchanges pursuant to § 1031 of the Internal Revenue Code, ITEC serves as a qualified intermediary for exchanges, holding the net sales proceeds from relinquished property to be used for purchase of replacement property. ITAC serves as exchange accommodation titleholder and, through LLCs that are wholly owned subsidiaries of ITAC, holds property for exchangers in reverse exchange transactions. Like-kind exchange deposits and reverse exchange property held by the Company for the purpose of completing such transactions totaled approximately ~~$571.4~~$484.4 million and $763.9 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. These exchange deposits are held at third-party financial institutions. Exchange deposits 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 and other short-term investments.

External assets under management of Investors Trust Company are not considered assets of the Company and, therefore, are excluded from the accompanying unaudited Consolidated Balance Sheets.

It is not the general practice of the Company to enter into off-balance sheet arrangements or issue guarantees to third parties. The Company does not have any material source of liquidity or financing that involves off-balance sheet arrangements. Other than items noted above, off-balance sheet arrangements are generally limited to the future payments due under various agreements with third-party service providers.

Recent Accounting Standards

No recent accounting pronouncements are expected to have a material impact on the Company’s financial position and results of operations. Please refer to Note 1 in the unaudited Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further information regarding the Company’s basis of presentation and significant accounting policies.

3335

Safe Harbor for Forward-Looking Statements

This Quarterly Report on Form 10-Q, as well as information included in future filings by the Company with the SEC and information contained in written material, press releases and oral statements issued by or on behalf of the Company, contains, or may contain, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that reflect management’s current outlook for future periods. These statements may be identified by the use of words such as “plan,” “expect,” “aim,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “should,” “could,” “would” and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including statements about the Company’s strategy for growth, product and service development, market share position, claims, expenditures, financial results and cash requirements, are forward-looking statements. Without limitation, projected developments in mortgage interest rates and the overall economic environment set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Business Trends and Recent Conditions; COVID-19 Pandemic” constitute forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events that are subject to a number of risks and uncertainties. Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, but not limited to, the following:

•the impact of COVID-19, including its variants, or other pandemics, climate change, severe weather conditions or the occurrence of another catastrophic event;

•changes in interest rates and real estate values;

•changes in general economic, business, and political conditions, including the performance of the financial and real estate markets;

•the potential impact of inflation;

•the impact of the ongoing military conflict between Russia and Ukraine;

•potential reform of government sponsored entities;

•the level of real estate transaction volumes, the level of mortgage origination volumes (including refinancing), the mix of title insurance between markets with varying real estate values, changes to the insurance requirements of the participants in the secondary mortgage market, and the effect of these factors on the demand for title insurance;

•the possible inadequacy of the provision for claims to cover actual claim losses;

•the incidence of fraud-related losses;

•the impact of cyberattacks (including ransomware attacks) and other cybersecurity events, including damage to the Company's reputation in the event of a serious IT breach or failure;

•unanticipated adverse changes in securities markets could result in material losses to the Company's investments;

•significant competition that the Company’s operating subsidiaries face, including the Company’s ability to develop and offer products and services that meet changing industry standards in a timely and cost-effective manner and expansion into new geographic locations;

•the Company’s ~~reliance~~reliance upon the North Carolina, Texas, Georgia and South Carolina ~~markets~~markets for a significant portion of its premiums;

•compliance with government regulation, including pricing regulation, and significant changes to applicable regulations or in their application by regulators;

•the impact of governmental oversight of compliance of the Company's service providers, including the application of financial regulation designed to protect consumers;

•possible downgrades from a rating agency, which could result in a loss of underwriting business;

•the inability of the Company to manage, develop and implement technological advancements and prevent system interruptions or unauthorized system intrusions;

•statutory requirements applicable to the Company’s insurance subsidiaries that require them to maintain minimum levels of capital, surplus and reserves and that restrict the amount of dividends they may pay to the Company without prior regulatory approval;

•the desire to maintain capital above statutory minimum requirements for competitive, marketing and other reasons;

•heightened regulatory scrutiny and investigations of the title insurance industry;

•the Company’s dependence on key management and marketing personnel, the loss of whom could have a material adverse effect on the Company’s business;

•difficulty managing growth, whether organic or through acquisitions;

•unfavorable economic or other conditions could cause the Company to record impairment charges for all or a portion of its goodwill and other intangible assets;

•policies and procedures for the mitigation of risks may be insufficient to prevent losses;

•the shareholder rights plan could discourage transactions involving actual or potential changes of control; and

•other risks detailed elsewhere in this document and in the Company’s other filings with the SEC.

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These and other risks and uncertainties may be described from time to time in the Company's other reports and filings with the SEC. For more details on factors that could affect expectations, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, including under the heading "Risk Factors". The Company is not under any obligation (and expressly disclaims any such obligation) and does not undertake to update or alter any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. You should consider the possibility that actual results may differ materially from our forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item not required for smaller reporting companies.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in such reports is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. The Company’s disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Pursuant to Rule 13a-15(b) under the Exchange Act, an evaluation was performed under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2022 to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Changes in Internal Control Over Financial Reporting

During the quarter ended ~~March 31,~~June 30, 2022, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See discussion of legal proceedings in Note 7 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, which is incorporated by reference into this Part II, Item 1.

Item 1A. Risk Factors

There have been no material changes in the risk factors previously disclosed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 9, 2015, the Board of Directors of the Company approved the purchase of an additional 163,335 shares pursuant to the Company’s repurchase plan, such that there was authority remaining under the plan to purchase up to an aggregate of 500,000 shares of the Company’s common stock pursuant to the plan immediately after this approval. No repurchases of the Company’s common stock under the plan were conducted during the quarter ended ~~March 31,~~June 30, 2022. As of ~~March 31,~~June 30, 2022, there was authority remaining under the plan to purchase up to an aggregate of 428,161 shares of the Company’s common stock. Unless terminated earlier by resolution of the Board of Directors, the plan will expire when all shares authorized for purchase under the plan (as such number may be amended by the Board from time to time) have been purchased. The Company anticipates making further purchases under this plan from time to time in the future, depending on such factors as the prevailing market price of the Company’s common stock, the Company’s available cash and the existing alternative uses for such cash.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

On May 4, 2022, the Company’s wholly owned subsidiary ITIC entered into a Second Amended and Restated Employment Agreement (collectively, the “Restated Employment Agreements”) with each of J. Allen Fine, Chief Executive Officer and Chairman of the Board of Directors, James A. Fine, Jr., President, Treasurer, Chief Financial Officer, Chief Accounting Officer, and Director, and W. Morris Fine, Executive Vice President, Secretary and Director (each, an “Executive” and collectively, the “Executives”). The Restated Employment Agreements amend and restate the Amended and Restated Employment Agreements (the “Existing Employment Agreements”) previously entered into with the executive officers. The Restated Employment Agreements include the following changes as compared to the Existing Employment Agreements:

1.Term. The Restated Employment Agreements introduce an indefinite term that extends until terminated by the parties in accordance with the provisions therein, eliminating the prior approach which included five-year terms followed by automatic monthly extensions.

2.Compensation. The Restated Employment Agreements update all compensation terms, including base salary and payments upon termination, where applicable, based on each Executive’s previously disclosed current annual base salary. In addition, in the event of a “change in control” (as defined in the Restated Employment Agreements and consistent with the Existing Employment Agreements), each Executive will be entitled to a bonus in an amount equal to three times the amount of the highest rate of base salary such Executive has received during Executive’s employment with the Company, plus an amount equal to three times the average of the three highest annual bonuses Executive has received from the Company, to be paid in one lump sum on the effective date of the closing of the transaction that constitutes a change in control.

3.~~Termination and Severance:~~

a.Good Reason. The Restated Employment Agreements set forth the following events qualifying as “good reason” (previously defined to mean a material breach by the Company that is not cured within 30 days of written notice): (i) a material reduction in the Executive’s base salary; (ii) a relocation of the Executive’s principal place of employment by more than 50 miles; (iii) any material breach by the Company of any material provision of this Agreement; (iv) the Company’s failure to obtain an agreement from any successor to the Company to assume and

agree to perform the applicable Restated Employment Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (v) a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law); or (vi) a material adverse change in the reporting structure applicable to the Executive. Under the Restated Employment Agreements, an Executive may not terminate his employment for Good Reason unless he has provided written notice to the Company’s Board of Directors of the existence of the circumstances providing grounds for termination for Good Reason within 90 days of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances.

b.Payments of Severance Benefits. The Restated Employment Agreements require that cash payments due to the applicable Executive in connection with a termination of employment due to death, disability, or retirement, without cause or for good reason, or in connection with a change of control, in each case be made within 60 days of such termination.

c.Amount of Severance Pay. The Restated Employment Agreements revised the manner of calculating payments due upon termination in connection with a termination of employment due to death, disability, or retirement, without cause or for good reason, or in connection with a change of control to provide that the base salary component will be based on the highest base salary paid to Executive, and the bonus component will be based on the average of the highest three years of annual bonuses paid by the Company.

d.~~Release of Claims. The Restated Employment Agreements add a requirement that the applicable Executive execute a release of claims as a condition to the receipt of severance benefits.~~

4.~~Restrictive Covenants.The Restated Employment Agreements expand the provisions covering confidentiality and noncompetition and nonsolicitation, and add standard provisions on intellectual property and Company property.~~

5.Tax Matters. The Restated Employment Agreements provide that, if any of the payments or benefits due to one of the Executives under the Restated Employment Agreements, or in connection with any other payments or benefits, in connection with a change in control constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the excise tax imposed under Section 4999 of the Code, then the Company will either pay the full amount due or reduce the amount that is due to avoid the excise taxes, depending on which alternative would be more advantageous to such Executive.

6.~~Other Changes. The Restated Employment Agreements consolidate, streamline, and modernize other existing provisions consistent with customary terms for executive employment arrangements.~~

On May 4, 2022, ITIC entered into an Amended and Restated Death Benefit Plan Agreement (collective, the “Restated Employment Agreements”) with each Executive. The Restated Death Benefit Plan Agreements amend and restate the Amended and Restated Death Benefit Plan Agreements (the “Existing Death Benefit Plan Agreements”) previously entered into with the executive officers. In addition to updating references to the Restated Employment Agreements, the Amended and Restated Death Plan Agreements provide that the base salary component of the benefit due to the Executive’s beneficiary(ies) thereunder will be based on the highest base salary paid to Executive, and the bonus component will be based on the average of the highest three years of annual bonuses paid by the Company.

This foregoing description of the Restated Employment Agreements and the Restated Death Benefit Plan Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Restated Employment Agreements and the Restated Death Benefit Plan Agreements, copies of which are filed herewith as Exhibits 10.1 through 10.6 to this Quarterly Report on Form 10-Q.None.

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Item 6. Exhibits


~~10.1~~			~~Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and J. Allen Fine, dated~~ ~~May~~ 4 ~~, 2022~~

~~10.2~~			~~Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and James A. Fine, Jr., dated~~ ~~May~~ 4 ~~, 2022~~

~~10.3~~			~~Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and W. Morris Fine, Jr., dated~~ ~~May~~ 4 ~~, 2022~~

~~10.4~~			~~Amended and Restated Death Benefit~~ ~~Plan~~ ~~Agreement, by and between Investors Title Insurance Company and J. Allen Fine, dated~~ ~~May~~ 4 ~~, 2022~~

~~10.5~~			~~Amended and Restated Death Benefit~~ ~~Plan~~ ~~Agreement, by and between Investors Title Insurance Company and James A. Fine, Jr., dated~~ ~~May~~ 4 ~~, 2022~~

~~10.6~~			~~Amended and Restated Death Benefit~~ ~~Plan~~ ~~Agreement, by and between Investors Title Insurance Company and W. Morris Fine, Jr., dated~~ ~~May~~ 4 ~~, 2022~~

31(i)			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31(ii)			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32			Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS			Inline XBRL Instance Document*

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* - The instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			INVESTORS TITLE COMPANY

			By:			/s/ James A. Fine, Jr.
						James A. Fine, Jr., President, Treasurer, Chief
						Financial Officer, Chief Accounting Officer and
						Director (Principal Financial Officer and
						Principal Accounting Officer)

Dated: ~~May 10,~~August 9, 2022

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