Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0000797465 | ||
Entity Registrant Name | HG Holdings, Inc. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-34964 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 54-1272589 | ||
Entity Address, Address Line One | 2115 E. 7th Street, Suite 101 | ||
Entity Address, City or Town | Charlotte | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 28204 | ||
City Area Code | 850 | ||
Local Phone Number | 772-0698 | ||
Title of 12(g) Security | Common Stock, par value $.02 per share Preferred Stock Purchase Rights | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 15,300,000 | ||
Entity Common Stock, Shares Outstanding | 2,870,162 | ||
Auditor Firm ID | 677 | ||
Auditor Name | Cherry Bekaert, LLP | ||
Auditor Location | Richmond, Virginia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 9,458 | $ 11,806 |
Restricted cash | 5,547 | 8,287 |
Investments | 5,564 | 0 |
Accounts receivables | 106 | 183 |
Interest and dividend receivables | 335 | 298 |
Prepaid expenses and other current assets | 301 | 192 |
Total current assets | 21,311 | 20,766 |
Property, plant and equipment, net | 156 | 204 |
Lease assets | 698 | 447 |
Investment in affiliate | 10,850 | 11,450 |
Subordinated notes receivable | 0 | 992 |
Goodwill | 6,492 | 4,451 |
Intangibles assets, net | 342 | 0 |
Other assets | 1,254 | 555 |
Total assets | 41,103 | 38,865 |
LIABILITIES | ||
Accounts payable | 167 | 12 |
Accrued salaries, wages and benefits | 169 | 104 |
Lease liabilities, current portion | 292 | 278 |
Escrow liabilities | 5,497 | 8,053 |
Other accrued expenses | 525 | 346 |
Total current liabilities | 6,650 | 8,793 |
Long-term liabilities: | ||
Reserve for title claims | 287 | 231 |
Unearned premiums | 300 | 0 |
Lease liabilities | 411 | 169 |
Other long-term liabilities | 29 | 110 |
Total long-term liabilities | 1,027 | 510 |
Total liabilities | 7,677 | 9,303 |
STOCKHOLDERS’ EQUITY | ||
Common stock, $0.02 par value, 35,000,000 shares authorized and 2,873,031 shares issued and outstanding on each respective date | 54 | 54 |
Capital in excess of par value | 30,491 | 30,450 |
Retained earnings/(deficit) | 2,777 | (942) |
Total stockholders’ equity | 33,322 | 29,562 |
Noncontrolling interests | 104 | 0 |
Total equity | 33,426 | 29,562 |
Total liabilities and stockholders’ equity | $ 41,103 | $ 38,865 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 |
Common stock, shares issued (in shares) | 2,873,031 | 2,873,031 |
Common stock, shares outstanding (in shares) | 2,873,031 | 2,873,031 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Reinsurance premiums written | $ 10,927 | $ 1,608 |
Total revenues | 14,482 | 2,435 |
Cost of revenues: | ||
Underwriting expenses | 190 | 214 |
Provision for title claim losses | 126 | 79 |
Search and other fees | 92 | 33 |
Total operating expenses | 408 | 326 |
Gross underwriting profit | 14,074 | 2,109 |
Cash flows from operating activities: | ||
General and administrative expenses | (10,240) | (3,309) |
Other income/expenses: | ||
Interest income | 111 | 15 |
Dividend income | 1,025 | 1,025 |
Other income | 17 | 28 |
Gain on extinguishment of debt | 0 | 545 |
Gain on sale of assets | 123 | 0 |
Gain on remeasurement of equity interest | 0 | 3,327 |
Loss from affiliate | (435) | (381) |
Loss on impairment | (992) | (701) |
Income from operations before income taxes | 3,683 | 2,658 |
Income tax expense | 24 | (102) |
Income tax expense | (24) | 102 |
Net income | 3,659 | 2,760 |
Net loss attributable to noncontrolling interest | (81) | 0 |
Net income after noncontrolling interests | $ 3,740 | $ 2,760 |
Basic and diluted income per share: | ||
Net income – basic (in dollars per share) | $ 1.31 | $ 0.97 |
Net income – diluted (in dollars per share) | $ 1.31 | $ 0.96 |
Weighted average shares outstanding: | ||
Basic (in shares) | 2,857 | 2,838 |
Diluted (in shares) | 2,857 | 2,873 |
Escrow and Other Title Fees [Member] | ||
Revenues: | ||
Revenue from contract with customer | $ 2,199 | $ 790 |
Management Service [Member] | ||
Revenues: | ||
Revenue from contract with customer | $ 1,356 | $ 37 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 34,405 | ||||
Balance at Dec. 31, 2020 | $ 684 | $ 29,738 | $ (3,720) | $ 0 | $ 26,720 |
Net income (loss) | $ 0 | 0 | 2,760 | 0 | 2,760 |
Effect of reverse stock split (in shares) | (31,530) | ||||
Effect of reverse stock split | $ (630) | 630 | 0 | 0 | 0 |
Redemption of fractional shares (in shares) | (2) | ||||
Redemption of fractional shares | $ 0 | (2) | 0 | 0 | (2) |
Stock-based compensation | $ 0 | 84 | 0 | 0 | 84 |
Balance (in shares) at Dec. 31, 2021 | 2,873 | ||||
Balance at Dec. 31, 2021 | $ 54 | 30,450 | (942) | 0 | 29,562 |
Net income (loss) | 0 | 0 | 3,740 | (81) | 3,659 |
Stock-based compensation | 0 | 41 | 0 | 0 | 41 |
Issuance of noncontrolling interest | $ 0 | 0 | 0 | 185 | 185 |
Repurchase of common shares (in shares) | (3) | ||||
Repurchase of common shares | $ 0 | 0 | (21) | (21) | |
Balance (in shares) at Dec. 31, 2022 | 2,870 | ||||
Balance at Dec. 31, 2022 | $ 54 | $ 30,491 | $ 2,777 | $ 104 | $ 33,426 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income after noncontrolling interest | $ 3,740 | $ 2,760 |
Net loss attributable to noncontrolling interest | (81) | 0 |
Net income from operations | 3,659 | 2,760 |
Adjustments to reconcile net income from operations to net cash flows from operating activities: | ||
Depreciation expense | 86 | 30 |
Amortization expense | 31 | 0 |
Stock compensation expense | 41 | 84 |
Bargain purchase gain on acquisition of subsidiary | 0 | (17) |
Gain on remeasurement of equity interest | 0 | (3,327) |
Gain on sale of assets | (123) | 0 |
Gain on extinguishment of debt | 0 | (545) |
Impairment loss on subordinated note receivable | 992 | 701 |
Dividends on HC Realty common stock | 165 | 165 |
Loss from affiliate | 435 | 381 |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | (104) | 23 |
Accounts receivable | 137 | 46 |
Interest and dividends receivables | (37) | 0 |
Income tax receivable | 0 | 491 |
Deferred tax assets and other assets | (694) | (58) |
Accounts payable | 155 | 7 |
Commissions payable | 65 | (168) |
Unearned premium reserve | 300 | |
Escrow liabilities | (2,556) | (1,242) |
Reserve for title claims | 56 | 22 |
Other accrued expenses | 179 | (160) |
Other long-term liabilities | (81) | (128) |
Net cash (used in) provided by investing activities | 2,706 | (935) |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (67) | (13) |
Purchase of investments | (5,569) | 0 |
Investment in subsidiaries, net of cash acquired | (2,341) | 9,223 |
Proceeds from sale of assets | 204 | 0 |
Principal payments received on subordinated secured notes receivable | 0 | 190 |
Net cash (used in) provided by investing activities | (7,773) | 9,400 |
Cash flows from financing activities: | ||
Repurchase of common stock | (21) | 0 |
Redemption of fractional shares from stock split | 0 | (2) |
Net cash used in investing activities | (21) | (2) |
Net (decrease) increase in cash and restricted cash | (5,088) | 8,463 |
Cash and restricted cash at beginning of period | 20,093 | 11,630 |
Cash and restricted cash at end of period | 15,005 | 20,093 |
Cash | 9,458 | 11,806 |
Restricted cash | 5,547 | 8,287 |
Cash and restricted cash | 15,005 | 20,093 |
Supplemental Non-Cash Disclosures: | ||
Dividends on investment in affiliate | 256 | 256 |
Extinguishment of debt | $ 0 | $ 545 |
Note 1 - Significant Accounting
Note 1 - Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include our accounts as well as our wholly-owned and majority-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. In our title insurance segment, our investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method until such time that they become wholly or majority-owned. All prior period share numbers, stock option numbers, exercise prices and per share data appearing in this Annual Report on Form 10 July 15, 2021, 2021 12 not HG Holdings, Inc, together with its consolidated subsidiaries (the “Company,” “we,” “us,” “our,” “it,” and “its”), operates through its wholly owned subsidiaries National Consumer Title Insurance Company (“NCTIC”), National Consumer Title Group, LLC (“NCTG”), Title Agency Ventures, LLC (“TAV”), HG Managing Agency, LLC (“HGMA”), and Omega National Title Agency, LLC (“Omega”) and through an affiliated investment in HC Government Realty Trust, Inc., a Maryland corporation (“HC Realty”). Cash We consider all highly liquid investments with a maturity of three Restricted Cash Restricted cash includes cash held in escrow under escrow agreements. Cash held by the Company in escrow was approximately $5.5 million as of December 31, 2022. Concentration of Credit Risk The Company places its cash and restricted cash with financial institutions, and, at times, cash held in depository accounts may Interest Income Interest income is recorded on an accrual basis based on the effective interest rate method and includes the accretion of fair value adjustments/discounts. Fair value adjustments to par value are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of fair value adjustments, if any. Other revenues are recognized when contractual obligations are fulfilled or as services are provided. Payment-in-Kind Interest The Company has a subordinated secured notes receivable that may Variable Interest Entities On March 2, 2018, September 6, 2018 one not not not Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") Topic 805, one not Leases The Company enters into lease agreements that are primarily used for office space, and all current leases are accounted for as operating leases. Amounts related to operating leases are included in lease assets and lease liabilities on the Consolidated Balance Sheets. Lease assets represent the Company’s right to use an underlying asset for the stated lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from an operating lease. Lease assets and liabilities are recognized at the date of the lease commencement, and are based on the present value of lease payments over the lease term. The Company's current leases do not not 14. Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment at the reporting unit level on an annual basis or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist, which will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. For the year ended December 31, 2022, no Subordinated Notes Receivable As part of the consideration for the Asset Sale, the Buyer issued to the Company a subordinated secured promissory note in the principal amount of approximately $7.4 million (the “Original Note”). As part of the S&L Asset Sale, the Buyer assigned certain of its rights and obligations under the Original Note to S&L, the Company and the Buyer entered into an amended and restated subordinated secured promissory note in the principal amount of $3.3 million as of the assignment date (the “A&R Note”) and the Company and S&L entered into a new subordinated secured promissory note in the principal amount of $4.4 million as of the assignment date (the “S&L Note”). As of the date of the S&L Asset Sale and resulting assignment and transfer of the Original Note from the Buyer to S&L, the S&L Note was measured based on its fair value in accordance with Emerging Issues Task Force (EITF) – Creditors Accounting for Modification or Exchange of Debt Instruments. third 2022 2021 Property, Plant and Equipment Depreciation of property, plant and equipment is computed using the straight-line method based upon the estimated useful lives. Depreciation expense is charged to general and administrative expenses. Gains and losses related to dispositions and retirements are included in income. Maintenance and repairs are charged to expense as incurred; renewals and betterments are capitalized. Assets are reviewed for possible impairment when events indicate that the carrying amount of an asset may not may December 31, 2022 not Equity Investments Long-term investments consist of investments in equity securities where our ownership is less than 50% not not 2016 01 Recognition and Measurement of Financial Assets and Financial Liabilities Income Taxes Deferred income taxes are determined based on the difference between the consolidated financial statements and income tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax expense represents the change in the deferred tax asset/liability balance. Income tax credits are reported as a reduction of income tax expense in the year in which the credits are generated. A valuation allowance is recorded when it is more likely than not not Fair Value of Financial Instruments Accounting for fair value measurements requires disclosure of the level within the fair value hierarchy in which fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1 2 3 Earnings per Share of Common Stock Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding. Diluted earnings per share includes any dilutive effect of outstanding stock options and restricted stock calculated using the treasury stock method. Reserve for Claim Losses The total reserve for all reported and unreported losses the Company incurred is represented by the reserve for claims. The Company's reserve for unpaid losses and loss adjustment expenses (LAE) is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders that may not may Reinsurance The accompanying consolidated balance sheets reflect reserves for claims gross of reinsurance ceded. The accompanying consolidated statements of operations reflect premiums and provision for claims net of reinsurance ceded. The reinsurance arrangements allow management to control exposure to potential claims arising from large risks and catastrophic events. Amounts recoverable from reinsurers are estimated in a manner consistent with the reserves associated with the reinsured policies. Reinsurance premiums, losses, and LAE are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance agreements. Stock-Based Compensation We record share-based payment awards at fair value on the grant date of the awards, based on the estimated number of shares that are expected to vest, over the vesting period. The fair value of stock options is determined using the Black-Scholes option-pricing model. The fair value of restricted stock awards was based on the closing price of the Company’s common stock on the date of the grant. For awards with performance conditions, we recognize compensation cost over the expected period to achieve the performance conditions, provided achievement of the performance conditions is deemed probable. Premiums Written and Commissions to Agents Generally, title insurance premiums are recognized at the time of settlement of the related real estate transaction, as the earnings process is then considered complete, irrespective of the timing of the issuance of a title insurance policy or commitment. Expenses typically associated with premiums, including agent commissions, premium taxes, and a provision for future claims are recognized concurrent with recognition of related premium revenue. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect up to a three four Quarterly, the Company evaluates the collectability of receivables. Write-offs of receivables have not Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Changes in such estimates may Recent Accounting Pronouncements In June 2016, 2016 13, Financial Instruments Credit Losses (Topic 326 2016 13” 2016 13 2016 13 December 15, 2022, December 15, 2018. not 2016 13 |
Note 2 - Business Combinations
Note 2 - Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 2. Business Combinations On July 20, 2021, 50% The Purchase Price allocation for NCTIC and NCTG is as follows (in thousands): Cash paid for NCTIC $ 4,453 Cash paid for NCTG 1,010 Total consideration paid. $ 5,463 NCTIC NCTG Cash and cash equivalents $ 4,834 $ 9 Accounts receivable 40 - Deferred tax assets 14 - Investment in TAV - 593 Other assets 4 418 Total assets acquired 4,892 1,020 Accrued expenses 168 10 Reinsurance payable 41 - Escrow liability 4 - Reserve for claims 209 - Total liabilities assumed 422 10 Net assets acquired $ 4,470 $ 1,010 Bargain purchase gain $ (17 ) $ - A bargain purchase gain is recognized in current earnings when the aggregate fair value of the consideration transferred and any noncontrolling interest in the acquiree is less than the fair value of the identifiable net assets acquired. The bargain purchase gain was primarily driven by differences in NCTIC’s statutory surplus and GAAP surplus at the date of acquisition. The Company believes that the sellers wanted to exit the business relatively quickly and there were a limited number of potential buyers due to factors inherent to the property and casualty market, which resulted in a bargain purchase gain. The bargain purchase gain was recorded in other income on the Consolidated Statement of Operations for the year ended December 31, 2021. On September 1, 2021, 50% July 2021 100% 50% The operating results of TAV are included in the title insurance segment. The final purchase price allocation for TAV at fair value is as follows (in thousands): Cash paid for remaining 50% of TAV $ 2,200 Fair value of existing equity interest 3,564 Total consideration $ 5,764 Cash and cash equivalents $ 12,044 Accounts receivable 166 Prepaid expenses 76 Property, plant, and equipment 216 Total assets acquired 12,502 Accrued expenses 32 Management fee payable 455 Escrow liability 9,293 Payable to affiliate 864 Note payable 545 Total liabilities assumed 11,189 Net assets acquired 1,313 Goodwill $ 4,451 The acquisition date fair value of the Company’s previously held equity interest in TAV was $3.6 million with a fair value primarily estimated through an income approach valuation. The Company recorded a gain of $3.3 million on the fair value remeasurement of its previously held equity interest in TAV on the consolidated statements of operations for the year ended December 31, 2021. The acquisition of the remaining equity interest was accounted for as a step-transaction in accordance with FASB ASC Topic 805, 805" not The following table presents unaudited pro forma financial information as if NCTIC, NCTG, and TAV had been included in the Company’s financial results as of January 1, 2021, For the year ended December 31,2021 (amounts in thousands) (a,b,c) Revenues $ 7,376 Net income $ 46 (a) Pro forma net income for the year ended December 31, 2021 September 2021 (b) Pro forma net income for the year ended December 31, 2021 (c) Pro forma net income for the year ended December 31, 2021 Effective August 1, 2022, 805, Title files in progress $ 60 Property, plant, and equipment 53 Noncompetition agreement 372 Total assets acquired $ 485 The purchase price paid by Omega for the assets of OTF was as follows (in thousands): Cash paid $ 2,341 Noncontrolling interest in Omega 185 Total consideration paid $ 2,526 Title files in progress $ 60 Fixed assets 53 Noncompetition agreement 372 Total assets acquired 485 Goodwill $ 2,041 The fair value of assets acquired and liabilities assumed represent a preliminary allocation as our evaluation of facts and circumstances available as of December 31, 2022 Pursuant to Topic 805, not not no one The following table presents the unaudited pro forma financial information as if OTF had been included in the Company’s financial results as of January 1, 2022 2021 For the Year Ended December 31, 2022 For the Year ended December 31, 2021 Revenues $ 2,352 $ 3,890 Net (loss) income $ (85 ) $ 501 |
Note 3 - Property, Plant and Eq
Note 3 - Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 3. Property, Plant and Equipment The table below sets forth the depreciable lives and the value of the Company’s property, plant and equipment, net, as of the years ended December 31, 2022 2021. As of As of Depreciable December 31, December 31, lives 2022 2021 (in years) (in thousands) (in thousands) Computers and equipment 3 to 7 $ 370 $ 393 Furniture and fixtures 5 to 7 3 3 Property, plant and equipment, at cost 373 396 Less accumulated depreciation 217 192 Property, plant and equipment, net $ 156 $ 204 |
Note 4 - Subordinated Notes Rec
Note 4 - Subordinated Notes Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 4. Subordinated Notes Receivable The Company received the $7.4 million Original Note from the Buyer as partial consideration for the Asset Sale during the first 2018. September 6, 2018, S&L Note The S&L Note had a principal amount of $4.4 million as of the assignment date. The S&L Note matured on March 2, 2023, December 31, 2022 2021. December 31, 2022 2021, At the assignment date, the Company evaluated the fair value of the S&L Note. As a result of the Company’s recording of impairment losses, based on current information and events, including the impact of the COVID- 19 third 2020 not December 31, 2022 2021. The Company recognized interest payments of $0 and $190,000 received during the years ended December 31, 2022 2021, During 2022, not December 31, 2022 2021, 19 third three 1 2 1 2 1 A reconciliation of the activity in the S&L Note for the years ended December 31, 2022 2021 Principal Discount Balance Balance at January 1, 2021 $ 3,271 $ (1,388 ) $ 1,883 Principal payments (190 ) - (190 ) Impairment - (701 ) (701 ) Balance at December 31, 2021 $ 3,081 $ (2,089 ) $ 992 Impairment - (992 ) (992 ) Balance at December 31, 2022 $ 3,081 $ (3,081 ) $ - |
Note 5 - Investments
Note 5 - Investments | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Investment [Text Block] | The following table details investments by major investment category, at December 31, 2022 ( Cost or Adjusted/ Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Total U.S. government and agency securities, held-to-maturity $ 4,314 $ - $ - $ 4,114 Investment in limited partnership 1,000 1,000 Common stock 250 - - 250 Total investments $ 5,564 $ - $ - $ 5,564 The table below summarizes our fixed maturities at December 31, 2022 may may Cost or Amortized Cost Percent of Total Fair Value Percent of Total Due in one year or less $ - - % $ - - % Due after one year through five years 4,314 100.0 4,314 100.0 Due after five years through ten years - - - - Due after ten years - - - - Total $ 4,313 100.0 % $ 4,313 100.0 % Fair value measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on our Consolidated Balance Sheets at fair value are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows: Level 1: Level 2: a. Quoted prices for similar assets or liabilities in active markets; b. Quoted prices for identical or similar assets or liabilities in markets that are not c. Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability. Level 3: We estimate the fair value of our investments using the closing prices on the last business day of the reporting period, obtained from active markets such as the New York Stock Exchange, Nasdaq and NYSE American. For securities for which quoted prices in active markets are unavailable, we use a third December 31, 2022. December 31, 2022 may The fair value of our fixed maturities is initially calculated by a third not All fixed-income securities are classified as held-to-maturity and are reported at amortized cost as of December 31, 2022. not December 31, 2022. The following table presents the fair value of our financial instruments measured on a recurring basis by level at December 31, 2022 ( Total Level 1 Level 2 Level 3 Common stock $ 250 $ - $ - $ 250 Investment in limited partnership 1,000 1,000 Investments, at fair value 1,250 1,250 U.S. government and agency securities, held-to-maturity 4,314 - - - Total investments $ 5,564 $ - $ - $ 1,250 The following table presents selected information regarding Level 3 December 31, 2022: Investment in Common Investment in Limited Partnership Total Purchases $ 250 $ 1,000 $ 1,250- Total investments $ 250 $ 1,000 $ 1,250 |
Note 6 - Investment in Affiliat
Note 6 - Investment in Affiliate | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | 6. Investment in Affiliate On March 19, 2019, April 3, April 9, June 29, 2020, not The Series B Stock is not no The following table summarizes the Company’s investment in HC Realty as of the two December 31, 2022 ( Ownership % Investment in Affiliate Balance Loss recorded in the Consolidated Statements of Operations (b) As of December 31, 2022 As of December 31, 2021 As of December 31, 2022 As of December 31, 2021 For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 HC Realty Series B Stock (a) 26.8 % 26.8 % $ 10,250 $ 10,250 $ - $ - HC Realty common stock 7.1 % 7.1 % 600 1,200 (435 ) (458 ) Total 33.9 % 33.9 % $ 10,850 $ 11,450 $ (435 ) $ (458 ) (a) Represents investments in shares of Series B Stock with a basis of $10.25 million. Each share of Series B Stock can be converted into one (b) Loss from these investments is included in “Loss from affiliate” in the consolidated statements of operations. Since HC Realty is a real estate investment trust and not not The Company’s investment in HC Realty common stock is accounted for under the equity method of accounting. |
Note 7 - PPP Loan
Note 7 - PPP Loan | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 7. PPP Loan On May 7, 2020, 19 The PPP Loan was scheduled to mature five 1% may On September 16, 2021, |
Note 8 - Statutory Reporting
Note 8 - Statutory Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Statutory Accounting Practices [Text Block] | 8. Statutory Reporting NCTIC's assets, liabilities, and results of operations have been reported in accordance with GAAP, which varies from statutory accounting practices (SAP) prescribed or permitted by insurance regulatory authorities. Prescribed SAP are found in a variety of publications of the National Association of Insurance Commissioners, state laws and regulations, as well as through general practices. Statutory accounting principles differ in some respects from GAAP, and these differences include, but are not 90 not Capital and surplus on a statutory basis was $5.7 million as of December 31, 2022, December 31, 2021. December 31, 2022, December 31, 2021. December 31, 2022, 2022, 2022. |
Note 9 - Reserve for Title Clai
Note 9 - Reserve for Title Claims | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Insurance Disclosure [Text Block] | 9. Reserve for Title Claims NCTIC’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 December 31, 2022. may not may A reconciliation of the activity in the reserves account for the years ended December 31, 2022 2021 For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Beginning Reserves $ 231 $ 209 Provision for claims related to: Current year 56 22 Prior years - - Total provision for claim losses 56 22 Claims paid related to: Current year - - Prior years - - Total title claims paid - - Ending Reserves $ 287 $ 231 At December 31, 2022, For the year ended December 31, 2022, no A summary of the Company’s loss reserves at December 31, 2022 2021 As of December 31, 2022 As of December 31, 2021 Known title claims $ 3 $ - IBNR title claims 284 231 Total title claims 287 231 Non-title claims - - Total title claims reserves $ 287 $ 231 |
Note 10 - Reinsurance
Note 10 - Reinsurance | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Reinsurance [Text Block] | 10. Reinsurance Reinsurance obtained from other insurance companies Certain premiums and benefits at NCTIC are ceded to other insurance companies under various reinsurance agreements. The reinsurance agreements provide NCTIC with increased capacity to write more risk and maintain its exposure to loss within its capital resources. For the years ended December 31, 2022 2021, Effective January 1, 2022, one December 31, 2022. Effective January 1, 2022, December 31, 2022. NCTIC’s reinsured risks are treated, to the extent of reinsurance, as though they are risks for which the Company is not not third December 31, 2022, 9 The effects of reinsurance on premiums written and earned at NCTIC are as follows (in thousands): For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Direct title premiums $ 2,170 $ 898 Ceded title premiums (55 ) (83 ) Net title premiums $ 2,115 $ 815 Reinsurance provided to other insurance companies Effective July 1, 2022, 47 July 1, 2022 December 31, 2022. may The following is a reconciliation of total reinsurance premiums written to reinsurance premiums earned for the years ended December 31, 2022 2021 For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Reinsurance premiums written $ 6,630 $ - Increase in unearned premium reserves (300 ) - Reinsurance premiums earned $ 6,330 $ - |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 11. Income Taxes The provision for income tax (benefit) expense consists of (in thousands): For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Current: Federal $ - $ (102 ) State 24 - Total current 24 (102 ) Deferred: Federal - - State - - Total deferred - - Income tax (benefit) expense from continuing operations $ 24 $ (102 ) A reconciliation of the difference between the federal statutory income tax rate and the effective income tax rate follows: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit 0.5 - Deferred correction – State net operating losses (0.8 ) - FASB Interpretation No. 48 unrecognized tax benefits - (4.9 ) State tax credits true-up - (4.7 ) Permanent differences - (4.3 ) Valuation allowance decrease (19.8 ) (16.2 ) Other, net (0.9 ) 5.3 Effective income tax rate 0.0 % (3.8 )% The income tax effects of temporary differences that comprise deferred tax assets and liabilities at December 31 At December 31, 2022 At December 31, 2021 Noncurrent deferred tax assets: Equity method investment $ 400 $ 300 Goodwill 456 490 Right of use, asset 146 - Other accrued expenses 7 27 Notes receivable fair value adjustment 708 480 Employee benefits 2 48 Capital loss carryforward 11 11 Bad debt expense 55 - Net operating loss 7,354 7,662 Gross non-current deferred tax assets 9,139 9,017 Noncurrent deferred tax liabilities: Property, tax, and equipment $ (39 ) $ (5 ) Non-taxable dividends (664 ) (429 ) Right of use, liability (148 ) Gain on remeasurement of acquisition (847 ) (843 ) Valuation allowance (7,441 ) (7,740 ) Gross non-current deferred tax liabilities (9,139 ) (9,017 ) Net noncurrent deferred tax assets $ - $ - We have U.S. federal net operating loss carryforwards of approximately $32.5 million which are available to reduce future taxable income. The federal net operating loss will begin expiring in 2033. 2027. During 2022, December 31, 2022 740, Income Taxes four no not The unrecognized tax benefits activity for the years ended December 31, 2022 2021 For the Year For the Year Ended Ended December 31, December 31, 2022 2021 Unrecognized tax benefits balance at January 1 $ 31 $ 157 Gross decrease in tax positions of prior years - (126 ) Unrecognized tax benefits balance at December 31 $ 31 $ 31 Total amount of unrecognized tax benefits that would affect our effective tax rate if recognized is $31,000 and $31,000 at December 31, 2022 2021, 2015 2021 |
Note 12 - Stockholders' Equity
Note 12 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 12. Stockholders Equity In addition to common stock, authorized capital includes 1,000,000 shares of “blank check” preferred stock. None was outstanding during the two December 31, 2022. may may may Basic and diluted earnings per share are calculated using the following share data (in thousands): As of the Year Ended December 31, 2022 As of the Year Ended December 31, 2021 Weighted average shares outstanding for basic calculation 2,857 2,838 Dilutive effect of restricted stock - 35 Weighted average shares outstanding for diluted calculation 2,857 2,873 For the years ended December 31, 2022 2021 In the fourth 2016, December 15, 2016 one 4.9% 1% The Company entered into Amendment No. 1, January 30, 2017, January 30, 2017 December 5, 2016 1 No 2, December 5, 2019, 2020 December 5, 2022 ( 2020 No. 2. If the rights become exercisable, all holders of rights, other than the person or group triggering the rights, will be entitled to purchase Company common stock at a 50% not may The Rights Agreement includes a procedure for the Board to consider requests to exempt a particular transaction from triggering the exercisability of the rights under the Rights Agreement if the transaction (i) does not x On the close of business on July 15, 2021, 1 one twelve No fractional shares of common stock were issued as a result of the Reverse Stock Split. Instead, in lieu of any fractional shares to which a stockholder of record would otherwise be entitled as a result of the Reverse Stock Split, the Company paid cash (without interest) equal to such fractional share multiplied by $0.70 which was the 90 not On August 5, 2022, not not may may During the year ended December 31, 2022, December 31, 2022 |
Note 13 - Stock Based Compensat
Note 13 - Stock Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 13. Stock Based Compensation The Company’s 2012 December 2022, 2022. Restricted Stock The restricted stock awards are accounted for as “non-vested equity shares” until the awards vest or are forfeited. In general, restricted stock awards for employees are time vested or performance vested and for non-employee directors vest at the end of their current term on the Board. The fair value of each share of restricted stock is the market price of our stock on the grant date. The fair value of each time vested award is amortized into compensation expense on a straight-line basis between the award date and the vesting date. Performance based awards are amortized into stock compensation expense based on the probability of meeting the performance criteria. In 2022, 2021, The following table summarizes information about restricted stock awards for the two December 31, 2022: Number Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 416,666 $ 0.60 Vested - - Granted - - Effect of reserve stock split (381,945 ) - Outstanding at December 31, 2021 34,721 $ 7.20 Vested (34,721 ) (7.20 ) Granted - - Cancelled/Forfeited/Expired - - Effect of reverse stock split - - Outstanding at December 31, 2022 - $ - As of December 31, 2022, |
Note 14 - Leases
Note 14 - Leases | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 14. Leases Right-of-use assets and lease liabilities related to operating leases under ASC Topic 842 not 842 Our operating leases range in term from one three December 31, 2022, Our lease agreements do not Most of our leases include one not not The lease liability is determined by discounting future lease payments using a discount rate based on our incremental borrowing rate for similar collateralized borrowing. The discount rate is calculated using estimates of capitalization rates and borrowing rates. As of December 31, 2022 Lease expense included in general and administrative expense on the Consolidated Statements of Operations was $700,000 and $178,000 for the years ended December 31, 2022 2021, Future payments under operating lease arrangements accounted for under ASC Topic 842 December 31, 2022 2023 $ 324 2024 241 2025 101 2026 51 2027 48 Total lease payments, undiscounted $ 765 Less: present value discount 62 Lease liabilities, at present value $ 703 |
Note 15 - Commitments and Conti
Note 15 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 15. Commitments and Contingencies The Company is involved in several legal proceedings. In the Company’s opinion, based on the present status of these proceedings, any potential liability of the Company with respect to these legal proceedings, will not, Part I, Item 3 10 We currently have letters of credit to cover estimated exposures, most notably with workman’s compensation claims. This agreement requires us to maintain a compensating balance with the issuer for the amounts outstanding. We currently have letters of credit outstanding in the amount of $230,000. The compensating balance amount is reflected as restricted cash on the consolidated balance sheets. The Company and its subsidiaries are parties to claims and lawsuits related to the normal course of business operations. When the Company determines that a loss is both probable and reasonably estimable, a liability representing the best estimate of the Company’s financial exposure is recorded. Actual losses may not 9 None In conducting our title insurance operations, our title insurance subsidiaries routinely hold customers’ assets in escrow, pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. Certain of these amounts are maintained in segregated bank accounts. These balances amounted to $5.5 million at December 31, 2022. |
Note 16 - Goodwill and Intangib
Note 16 - Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 16. Goodwill and Intangible Assets Goodwill As of December 31, 2022, September 1, 2021 August 1, 2022. 3 350, Intangibles Goodwill and Other no December 31, 2022 may not Intangible Assets The following is a summary of intangible assets excluding goodwill recorded as intangible assets on our Consolidated Balance Sheets (in thousands): As of December 31, 2022 As of December 31, 2021 Intangible assets subject to amortization $ 342 $ - Total $ 342 $ - Intangible assets subject to amortization consisted of the following as of December 31, 2022 ( Weighted- average remaining amortization period (in years) Gross carrying amount Accumulated amortization Net carrying amount Noncompetition agreement 4.58 $ 372 $ (30 ) $ 342 Total $ 372 $ (30 ) $ 342 No impairment in the value of amortizing intangible assets was recognized during the year ended December 31, 2022. Amortization expense of our intangible assets was $31,000 and $0 for the years ended December 31, 2022 2021, Estimated amortization expense of our intangible assets to be recognized by the Company for the next five Year ending December 31, Estimated Amortization Expense 2023 $ 74 2024 74 2025 74 2026 74 2027 46 Total $ 342 |
Note 17 - Segment Information
Note 17 - Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 17. Segment Information The Company has four Provided below is selected financial information about the Company’s operations by segment for the year ended December 31, 2022 ( Title Insurance Real Estate Related Reinsurance Related Management Services Related Corporate and Other Total Insurance and other services revenue $ 6,796 $ - $ 6,330 $ 1,356 $ - $ 14,482 Cost of revenues (408 ) - - - - (408 ) Gross profit $ 6,388 $ - $ 6,330 $ 1,356 $ - $ 14,074 Operating expenses (8,526 ) - (94 ) (400 ) (1,220 ) (10,240 ) Other income and expenses 89 590 - - (830 ) (151 ) (Loss) income before income taxes $ (2,161 ) $ 590 $ 6,236 $ 956 $ (2,050 ) $ 3,683 Total assets $ 12,994 $ 11,148 $ 6,236 $ 956 $ 9,679 $ 41,013 Provided below is selected financial information about the Company’s operations by segment for the year ended December 31, 2021 ( Title Insurance Real Estate Related Reinsurance Related Management Services Related Corporate and Other Total Insurance and other services revenue $ 984 $ - $ - $ - $ - $ 984 Cost of revenues (288 ) - - - - (288 ) Gross profit $ 696 $ - $ - $ - $ - $ 696 Operating expenses (670 ) - - - (910 ) (1,580 ) Other income and expenses 3,970 494 - - (596 ) 3,868 Income (loss) before income taxes $ 3,996 $ 494 $ - $ - $ (1,506 ) $ 2,984 Total assets $ 18,494 $ 11,673 $ - $ - $ 6,807 $ 36,974 |
Note 18 - Revenue From Contract
Note 18 - Revenue From Contracts With Customers | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 18. Revenue from Contracts with Customers ASC Topic 606, Revenue from Contracts with Customers not Escrow and other title-related fees Non-title services |
Note 19 - Uncertainties
Note 19 - Uncertainties | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Uncertainties [Text Block] | 19. Uncertainties Despite the widespread availability of vaccines, COVID- 19 19 not 2022. The COVID- 19 19 not 19 may The demand for the Company’s title insurance services is dependent primarily on the volume of residential and commercial real estate transactions. The volume of these transactions historically has been influenced by such factors as mortgage interest rates, inventory, affordability, availability of financing and the overall state of the economy. The Federal Reserve raised the federal funds rate a total of seven 2022, 4.25% 4.50% December 31, 2022. may 2023 A shortage in the supply of homes for sale, increasing home prices, rising mortgage interest rates, inflation and disrupted labor markets created some volatility in the residential real estate market in 2021 2022, 2023. 2022. The Company continues to evaluate the impact of these uncertainties on its operational and financial performance, specifically the impact on S&L, HC Realty, and NCTIC and Omega’s operations. Since the third 2021, not 19 December 31, 2022. As of December 31, 2022, not Reinsurance Earned Premium Contingency The Company entered into a catastrophe reinsurance treaty as disclosed in Note 10. December 31, 2022. not December 31, 2022 |
Note 20 - Subsequent Events
Note 20 - Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 20. Subsequent Events Fednat Underwriters, Inc. Bankruptcy & Related Proof of Claim On January 26, 2023, 365 July 1, 2022 ( December 12, 2022. As disclosed in a Current Report on Form 8 December 12, 2022, December 11, 2022, 11 11 Effective with the rejection of the Advisory Services Agreement, the Company will no February 21, 2023, S&L Note Default As disclosed in Note 4 March 2, 2023. not December 31, 2022, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include our accounts as well as our wholly-owned and majority-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. In our title insurance segment, our investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method until such time that they become wholly or majority-owned. All prior period share numbers, stock option numbers, exercise prices and per share data appearing in this Annual Report on Form 10 July 15, 2021, 2021 12 not HG Holdings, Inc, together with its consolidated subsidiaries (the “Company,” “we,” “us,” “our,” “it,” and “its”), operates through its wholly owned subsidiaries National Consumer Title Insurance Company (“NCTIC”), National Consumer Title Group, LLC (“NCTG”), Title Agency Ventures, LLC (“TAV”), HG Managing Agency, LLC (“HGMA”), and Omega National Title Agency, LLC (“Omega”) and through an affiliated investment in HC Government Realty Trust, Inc., a Maryland corporation (“HC Realty”). |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash We consider all highly liquid investments with a maturity of three |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Restricted cash includes cash held in escrow under escrow agreements. Cash held by the Company in escrow was approximately $5.5 million as of December 31, 2022. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk The Company places its cash and restricted cash with financial institutions, and, at times, cash held in depository accounts may |
Revenue Recognition, Interest [Policy Text Block] | Interest Income Interest income is recorded on an accrual basis based on the effective interest rate method and includes the accretion of fair value adjustments/discounts. Fair value adjustments to par value are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of fair value adjustments, if any. Other revenues are recognized when contractual obligations are fulfilled or as services are provided. |
Payment-In-Kind Interest, Policy [Policy Text Block] | Payment-in-Kind Interest The Company has a subordinated secured notes receivable that may |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entities On March 2, 2018, September 6, 2018 one not not not |
Business Combinations Policy [Policy Text Block] | Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") Topic 805, one not |
Lessee, Leases [Policy Text Block] | Leases The Company enters into lease agreements that are primarily used for office space, and all current leases are accounted for as operating leases. Amounts related to operating leases are included in lease assets and lease liabilities on the Consolidated Balance Sheets. Lease assets represent the Company’s right to use an underlying asset for the stated lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from an operating lease. Lease assets and liabilities are recognized at the date of the lease commencement, and are based on the present value of lease payments over the lease term. The Company's current leases do not not 14. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment at the reporting unit level on an annual basis or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist, which will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. For the year ended December 31, 2022, no |
Subordinated Notes Receivable, Policy [Policy Text Block] | Subordinated Notes Receivable As part of the consideration for the Asset Sale, the Buyer issued to the Company a subordinated secured promissory note in the principal amount of approximately $7.4 million (the “Original Note”). As part of the S&L Asset Sale, the Buyer assigned certain of its rights and obligations under the Original Note to S&L, the Company and the Buyer entered into an amended and restated subordinated secured promissory note in the principal amount of $3.3 million as of the assignment date (the “A&R Note”) and the Company and S&L entered into a new subordinated secured promissory note in the principal amount of $4.4 million as of the assignment date (the “S&L Note”). As of the date of the S&L Asset Sale and resulting assignment and transfer of the Original Note from the Buyer to S&L, the S&L Note was measured based on its fair value in accordance with Emerging Issues Task Force (EITF) – Creditors Accounting for Modification or Exchange of Debt Instruments. third 2022 2021 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Depreciation of property, plant and equipment is computed using the straight-line method based upon the estimated useful lives. Depreciation expense is charged to general and administrative expenses. Gains and losses related to dispositions and retirements are included in income. Maintenance and repairs are charged to expense as incurred; renewals and betterments are capitalized. Assets are reviewed for possible impairment when events indicate that the carrying amount of an asset may not may December 31, 2022 not |
Equity Method Investments [Policy Text Block] | Equity Investments Long-term investments consist of investments in equity securities where our ownership is less than 50% not not 2016 01 Recognition and Measurement of Financial Assets and Financial Liabilities |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred income taxes are determined based on the difference between the consolidated financial statements and income tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax expense represents the change in the deferred tax asset/liability balance. Income tax credits are reported as a reduction of income tax expense in the year in which the credits are generated. A valuation allowance is recorded when it is more likely than not not |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments Accounting for fair value measurements requires disclosure of the level within the fair value hierarchy in which fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1 2 3 |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share of Common Stock Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding. Diluted earnings per share includes any dilutive effect of outstanding stock options and restricted stock calculated using the treasury stock method. |
Liability Reserve Estimate, Policy [Policy Text Block] | Reserve for Claim Losses The total reserve for all reported and unreported losses the Company incurred is represented by the reserve for claims. The Company's reserve for unpaid losses and loss adjustment expenses (LAE) is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders that may not may |
Reinsurance Accounting Policy [Policy Text Block] | Reinsurance The accompanying consolidated balance sheets reflect reserves for claims gross of reinsurance ceded. The accompanying consolidated statements of operations reflect premiums and provision for claims net of reinsurance ceded. The reinsurance arrangements allow management to control exposure to potential claims arising from large risks and catastrophic events. Amounts recoverable from reinsurers are estimated in a manner consistent with the reserves associated with the reinsured policies. Reinsurance premiums, losses, and LAE are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance agreements. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation We record share-based payment awards at fair value on the grant date of the awards, based on the estimated number of shares that are expected to vest, over the vesting period. The fair value of stock options is determined using the Black-Scholes option-pricing model. The fair value of restricted stock awards was based on the closing price of the Company’s common stock on the date of the grant. For awards with performance conditions, we recognize compensation cost over the expected period to achieve the performance conditions, provided achievement of the performance conditions is deemed probable. |
Commissions, Policy [Policy Text Block] | Premiums Written and Commissions to Agents Generally, title insurance premiums are recognized at the time of settlement of the related real estate transaction, as the earnings process is then considered complete, irrespective of the timing of the issuance of a title insurance policy or commitment. Expenses typically associated with premiums, including agent commissions, premium taxes, and a provision for future claims are recognized concurrent with recognition of related premium revenue. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect up to a three four Quarterly, the Company evaluates the collectability of receivables. Write-offs of receivables have not |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Changes in such estimates may |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In June 2016, 2016 13, Financial Instruments Credit Losses (Topic 326 2016 13” 2016 13 2016 13 December 15, 2022, December 15, 2018. not 2016 13 |
Note 2 - Business Combinations
Note 2 - Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash paid for NCTIC $ 4,453 Cash paid for NCTG 1,010 Total consideration paid. $ 5,463 Title files in progress $ 60 Property, plant, and equipment 53 Noncompetition agreement 372 Total assets acquired $ 485 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | NCTIC NCTG Cash and cash equivalents $ 4,834 $ 9 Accounts receivable 40 - Deferred tax assets 14 - Investment in TAV - 593 Other assets 4 418 Total assets acquired 4,892 1,020 Accrued expenses 168 10 Reinsurance payable 41 - Escrow liability 4 - Reserve for claims 209 - Total liabilities assumed 422 10 Net assets acquired $ 4,470 $ 1,010 Bargain purchase gain $ (17 ) $ - Cash paid for remaining 50% of TAV $ 2,200 Fair value of existing equity interest 3,564 Total consideration $ 5,764 Cash and cash equivalents $ 12,044 Accounts receivable 166 Prepaid expenses 76 Property, plant, and equipment 216 Total assets acquired 12,502 Accrued expenses 32 Management fee payable 455 Escrow liability 9,293 Payable to affiliate 864 Note payable 545 Total liabilities assumed 11,189 Net assets acquired 1,313 Goodwill $ 4,451 Cash paid $ 2,341 Noncontrolling interest in Omega 185 Total consideration paid $ 2,526 Title files in progress $ 60 Fixed assets 53 Noncompetition agreement 372 Total assets acquired 485 Goodwill $ 2,041 |
Business Acquisition, Pro Forma Information [Table Text Block] | For the year ended December 31,2021 (amounts in thousands) (a,b,c) Revenues $ 7,376 Net income $ 46 For the Year Ended December 31, 2022 For the Year ended December 31, 2021 Revenues $ 2,352 $ 3,890 Net (loss) income $ (85 ) $ 501 |
Note 3 - Property, Plant and _2
Note 3 - Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | As of As of Depreciable December 31, December 31, lives 2022 2021 (in years) (in thousands) (in thousands) Computers and equipment 3 to 7 $ 370 $ 393 Furniture and fixtures 5 to 7 3 3 Property, plant and equipment, at cost 373 396 Less accumulated depreciation 217 192 Property, plant and equipment, net $ 156 $ 204 |
Note 4 - Subordinated Notes R_2
Note 4 - Subordinated Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Principal Discount Balance Balance at January 1, 2021 $ 3,271 $ (1,388 ) $ 1,883 Principal payments (190 ) - (190 ) Impairment - (701 ) (701 ) Balance at December 31, 2021 $ 3,081 $ (2,089 ) $ 992 Impairment - (992 ) (992 ) Balance at December 31, 2022 $ 3,081 $ (3,081 ) $ - |
Note 5 - Investments (Tables)
Note 5 - Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Investment [Table Text Block] | Cost or Adjusted/ Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Total U.S. government and agency securities, held-to-maturity $ 4,314 $ - $ - $ 4,114 Investment in limited partnership 1,000 1,000 Common stock 250 - - 250 Total investments $ 5,564 $ - $ - $ 5,564 |
Investments Classified by Contractual Maturity Date [Table Text Block] | Cost or Amortized Cost Percent of Total Fair Value Percent of Total Due in one year or less $ - - % $ - - % Due after one year through five years 4,314 100.0 4,314 100.0 Due after five years through ten years - - - - Due after ten years - - - - Total $ 4,313 100.0 % $ 4,313 100.0 % |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | Total Level 1 Level 2 Level 3 Common stock $ 250 $ - $ - $ 250 Investment in limited partnership 1,000 1,000 Investments, at fair value 1,250 1,250 U.S. government and agency securities, held-to-maturity 4,314 - - - Total investments $ 5,564 $ - $ - $ 1,250 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Investment in Common Investment in Limited Partnership Total Purchases $ 250 $ 1,000 $ 1,250- Total investments $ 250 $ 1,000 $ 1,250 |
Note 6 - Investment in Affili_2
Note 6 - Investment in Affiliate (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Equity Method Investments [Table Text Block] | Ownership % Investment in Affiliate Balance Loss recorded in the Consolidated Statements of Operations (b) As of December 31, 2022 As of December 31, 2021 As of December 31, 2022 As of December 31, 2021 For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 HC Realty Series B Stock (a) 26.8 % 26.8 % $ 10,250 $ 10,250 $ - $ - HC Realty common stock 7.1 % 7.1 % 600 1,200 (435 ) (458 ) Total 33.9 % 33.9 % $ 10,850 $ 11,450 $ (435 ) $ (458 ) |
Note 9 - Reserve for Title Cl_2
Note 9 - Reserve for Title Claims (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense [Table Text Block] | For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Beginning Reserves $ 231 $ 209 Provision for claims related to: Current year 56 22 Prior years - - Total provision for claim losses 56 22 Claims paid related to: Current year - - Prior years - - Total title claims paid - - Ending Reserves $ 287 $ 231 As of December 31, 2022 As of December 31, 2021 Known title claims $ 3 $ - IBNR title claims 284 231 Total title claims 287 231 Non-title claims - - Total title claims reserves $ 287 $ 231 |
Note 10 - Reinsurance (Tables)
Note 10 - Reinsurance (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Effects of Reinsurance [Table Text Block] | For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Direct title premiums $ 2,170 $ 898 Ceded title premiums (55 ) (83 ) Net title premiums $ 2,115 $ 815 |
Reconciliation of Reinsurance Premiums Written To Reinsurance Premiums Earned [Table Text Block] | For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Reinsurance premiums written $ 6,630 $ - Increase in unearned premium reserves (300 ) - Reinsurance premiums earned $ 6,330 $ - |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Current: Federal $ - $ (102 ) State 24 - Total current 24 (102 ) Deferred: Federal - - State - - Total deferred - - Income tax (benefit) expense from continuing operations $ 24 $ (102 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit 0.5 - Deferred correction – State net operating losses (0.8 ) - FASB Interpretation No. 48 unrecognized tax benefits - (4.9 ) State tax credits true-up - (4.7 ) Permanent differences - (4.3 ) Valuation allowance decrease (19.8 ) (16.2 ) Other, net (0.9 ) 5.3 Effective income tax rate 0.0 % (3.8 )% |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | At December 31, 2022 At December 31, 2021 Noncurrent deferred tax assets: Equity method investment $ 400 $ 300 Goodwill 456 490 Right of use, asset 146 - Other accrued expenses 7 27 Notes receivable fair value adjustment 708 480 Employee benefits 2 48 Capital loss carryforward 11 11 Bad debt expense 55 - Net operating loss 7,354 7,662 Gross non-current deferred tax assets 9,139 9,017 Noncurrent deferred tax liabilities: Property, tax, and equipment $ (39 ) $ (5 ) Non-taxable dividends (664 ) (429 ) Right of use, liability (148 ) Gain on remeasurement of acquisition (847 ) (843 ) Valuation allowance (7,441 ) (7,740 ) Gross non-current deferred tax liabilities (9,139 ) (9,017 ) Net noncurrent deferred tax assets $ - $ - |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | For the Year For the Year Ended Ended December 31, December 31, 2022 2021 Unrecognized tax benefits balance at January 1 $ 31 $ 157 Gross decrease in tax positions of prior years - (126 ) Unrecognized tax benefits balance at December 31 $ 31 $ 31 |
Note 12 - Stockholders' Equity
Note 12 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | As of the Year Ended December 31, 2022 As of the Year Ended December 31, 2021 Weighted average shares outstanding for basic calculation 2,857 2,838 Dilutive effect of restricted stock - 35 Weighted average shares outstanding for diluted calculation 2,857 2,873 |
Note 13 - Stock Based Compens_2
Note 13 - Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Number Weighted-Average Grant Date Fair Value Outstanding at January 1, 2021 416,666 $ 0.60 Vested - - Granted - - Effect of reserve stock split (381,945 ) - Outstanding at December 31, 2021 34,721 $ 7.20 Vested (34,721 ) (7.20 ) Granted - - Cancelled/Forfeited/Expired - - Effect of reverse stock split - - Outstanding at December 31, 2022 - $ - |
Note 14 - Leases (Tables)
Note 14 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2023 $ 324 2024 241 2025 101 2026 51 2027 48 Total lease payments, undiscounted $ 765 Less: present value discount 62 Lease liabilities, at present value $ 703 |
Note 16 - Goodwill and Intang_2
Note 16 - Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | As of December 31, 2022 As of December 31, 2021 Intangible assets subject to amortization $ 342 $ - Total $ 342 $ - |
Finite-Lived Intangible Assets Amortization Expense [Table Text Block] | Weighted- average remaining amortization period (in years) Gross carrying amount Accumulated amortization Net carrying amount Noncompetition agreement 4.58 $ 372 $ (30 ) $ 342 Total $ 372 $ (30 ) $ 342 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year ending December 31, Estimated Amortization Expense 2023 $ 74 2024 74 2025 74 2026 74 2027 46 Total $ 342 |
Note 17 - Segment Information (
Note 17 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Title Insurance Real Estate Related Reinsurance Related Management Services Related Corporate and Other Total Insurance and other services revenue $ 6,796 $ - $ 6,330 $ 1,356 $ - $ 14,482 Cost of revenues (408 ) - - - - (408 ) Gross profit $ 6,388 $ - $ 6,330 $ 1,356 $ - $ 14,074 Operating expenses (8,526 ) - (94 ) (400 ) (1,220 ) (10,240 ) Other income and expenses 89 590 - - (830 ) (151 ) (Loss) income before income taxes $ (2,161 ) $ 590 $ 6,236 $ 956 $ (2,050 ) $ 3,683 Total assets $ 12,994 $ 11,148 $ 6,236 $ 956 $ 9,679 $ 41,013 Title Insurance Real Estate Related Reinsurance Related Management Services Related Corporate and Other Total Insurance and other services revenue $ 984 $ - $ - $ - $ - $ 984 Cost of revenues (288 ) - - - - (288 ) Gross profit $ 696 $ - $ - $ - $ - $ 696 Operating expenses (670 ) - - - (910 ) (1,580 ) Other income and expenses 3,970 494 - - (596 ) 3,868 Income (loss) before income taxes $ 3,996 $ 494 $ - $ - $ (1,506 ) $ 2,984 Total assets $ 18,494 $ 11,673 $ - $ - $ 6,807 $ 36,974 |
Note 1 - Significant Accounti_2
Note 1 - Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 06, 2018 | Mar. 31, 2018 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.02 | $ 0.02 | |||
Cash Held by Company in Escrow | $ 5,500,000 | ||||
Financing Receivable, after Allowance for Credit Loss, Total | 0 | $ 1,883,000 | $ 7,400,000 | ||
Financing Receivable, before Allowance for Credit Loss, Total | 3,081,000 | $ 3,271,000 | |||
Tangible Asset Impairment Charges, Total | 0 | ||||
A&R Note [Member] | |||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 3,300,000 | ||||
S&L Note [Member] | |||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 4,400,000 | ||||
Financing Receivable, Credit Loss, Expense (Reversal) | $ 992,000 | $ 701,000 |
Note 2 - Business Combination_2
Note 2 - Business Combinations (Details Textual) - USD ($) | 12 Months Ended | |||
Sep. 01, 2021 | Jul. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Payments to Acquire Businesses, Gross | $ 5,463,000 | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 0 | $ 3,327,000 | ||
Gain (Loss) on Extinguishment of Debt, Total | $ 0 | 545,000 | ||
Paycheck Protection Program Loan [Member] | ||||
Gain (Loss) on Extinguishment of Debt, Total | 545,000 | |||
National Consumer Title Group LLC (NCTG) [Member] | Title Agency Ventures, LLC (TAV) [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50% | |||
National Consumer Title Group LLC (NCTG) [Member] | Omega National Title Agency (Omega) [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50% | |||
National Consumer Title Insurance Company (NCTIC) [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||
Payments to Acquire Businesses, Gross | $ 4,453,000 | |||
National Consumer Title Group LLC (NCTG) [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||
Business Combination, Consideration Transferred, Other | $ 5,489,000 | |||
Payments to Acquire Businesses, Gross | $ 1,010,000 | |||
Title Agency Ventures, LLC (TAV) [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | |||
Payments to Acquire Businesses, Gross | $ 2,200,000 | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 3,564,000 | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 3,300,000 | 3,300,000 | ||
NCTIC, NCTG, and TAV [Member] | ||||
Legal Fees | $ 242,000 |
Note 2 - Business Combination_3
Note 2 - Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jul. 20, 2021 | Aug. 01, 2022 |
Consideration paid | $ 5,463 | |
National Consumer Title Insurance Company (NCTIC) [Member] | ||
Consideration paid | 4,453 | |
Total assets acquired | 4,892 | |
Omega National Title Agency (Omega) [Member] | ||
Title files in progress | $ 60 | |
Property, plant, and equipment | 53 | |
Total assets acquired | 485 | |
Omega National Title Agency (Omega) [Member] | Noncompete Agreements [Member] | ||
Noncompetition agreement | $ 372 | |
National Consumer Title Group LLC (NCTG) [Member] | ||
Consideration paid | 1,010 | |
Total assets acquired | $ 1,020 |
Note 2 - Business Combination_4
Note 2 - Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 01, 2022 | Sep. 01, 2021 | Jul. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Bargain purchase gain | $ 0 | $ (17) | |||
Consideration paid | $ 5,463 | ||||
Goodwill | 6,492 | 4,451 | |||
Payments to Acquire Businesses, Gross | 5,463 | ||||
Goodwill, Ending Balance | 6,492 | $ 4,451 | |||
National Consumer Title Insurance Company (NCTIC) [Member] | |||||
Cash and cash equivalents | 4,834 | ||||
Accounts receivable | 40 | ||||
Deferred tax assets | 14 | ||||
Investment in TAV | 0 | ||||
Other assets | 4 | ||||
Total assets acquired | 4,892 | ||||
Accrued expenses | 168 | ||||
Reinsurance payable | 41 | ||||
Escrow liability | 4 | ||||
Reserve for claims | 209 | ||||
Total liabilities assumed | 422 | ||||
Net assets acquired | 4,470 | ||||
Bargain purchase gain | (17) | ||||
Consideration paid | 4,453 | ||||
Payments to Acquire Businesses, Gross | 4,453 | ||||
Total assets acquired | 4,892 | ||||
National Consumer Title Group LLC (NCTG) [Member] | |||||
Cash and cash equivalents | 9 | ||||
Accounts receivable | 0 | ||||
Deferred tax assets | 0 | ||||
Investment in TAV | 593 | ||||
Other assets | 418 | ||||
Total assets acquired | 1,020 | ||||
Accrued expenses | 10 | ||||
Reinsurance payable | 0 | ||||
Escrow liability | 0 | ||||
Reserve for claims | 0 | ||||
Total liabilities assumed | 10 | ||||
Net assets acquired | 1,010 | ||||
Bargain purchase gain | 0 | ||||
Consideration paid | 1,010 | ||||
Payments to Acquire Businesses, Gross | 1,010 | ||||
Total assets acquired | $ 1,020 | ||||
Title Agency Ventures, LLC (TAV) [Member] | |||||
Cash and cash equivalents | $ 12,044 | ||||
Accounts receivable | 166 | ||||
Total assets acquired | 12,502 | ||||
Accrued expenses | 32 | ||||
Escrow liability | 9,293 | ||||
Total liabilities assumed | 11,189 | ||||
Net assets acquired | 1,313 | ||||
Consideration paid | 2,200 | ||||
Fair value of existing equity interest | 3,564 | ||||
Total consideration | 5,764 | ||||
Prepaid expenses | 76 | ||||
Property, plant, and equipment | 216 | ||||
Management fee payable | 455 | ||||
Payable to affiliate | 864 | ||||
Note payable | 545 | ||||
Goodwill | 4,451 | 4,500 | |||
Payments to Acquire Businesses, Gross | 2,200 | ||||
Property, plant, and equipment | 216 | ||||
Total assets acquired | 12,502 | ||||
Goodwill, Ending Balance | $ 4,451 | $ 4,500 | |||
Omega Title Florida, LLC [Member] | |||||
Total assets acquired | $ 485 | ||||
Consideration paid | 2,341 | ||||
Property, plant, and equipment | 53 | ||||
Goodwill | 2,041 | ||||
Payments to Acquire Businesses, Gross | 2,341 | ||||
Noncontrolling interest in Omega | 185 | ||||
Total consideration paid | 2,526 | ||||
Property, plant, and equipment | 53 | ||||
Total assets acquired | 485 | ||||
Goodwill, Ending Balance | 2,041 | ||||
Omega Title Florida, LLC [Member] | Title Files In Progress [Member] | |||||
Title files in progress | 60 | ||||
Omega Title Florida, LLC [Member] | Noncompete Agreements [Member] | |||||
Noncompetition agreement | $ 372 |
Note 2 - Business Combination_5
Note 2 - Business Combinations - Assets Acquired and Liabilities Assumed (Details) (Parentheticals) | Sep. 01, 2021 |
Title Agency Ventures, LLC (TAV) [Member] | |
Voting interests acquired | 50% |
Note 2 - Business Combination_6
Note 2 - Business Combinations - Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
NCTIC, NCTG, and TAV [Member] | ||||
Revenues | [1],[2],[3] | $ 7,376 | ||
Net income | [1],[2],[3] | $ 46 | ||
Omega Title Florida, LLC [Member] | ||||
Revenues | $ 2,352 | $ 3,890 | ||
Net (loss) income | $ (85) | $ 501 | ||
[1]Pro forma net income for the year ended December 31, 2021 excludes $3.3 million of gain on the fair value remeasurement of our previously held equity interest in TAV.[2]Pro forma net income for the year ended December 31, 2021 excludes $545,000 in extinguishment of debt income recorded in September 2021 due to the forgiveness by the U.S. Small Business Administration (the “SBA”) of Omega’s loan under the Paycheck Protection Program (“PPP”).[3]Pro forma net income for the year ended December 31, 2021 excludes approximately $242,000 of legal and professional fees related to the acquisitions of NCTIC, NCTG, and TAV. |
Note 3 - Property, Plant and _3
Note 3 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, gross | $ 373 | $ 396 |
Less accumulated depreciation | 217 | 192 |
Property, plant and equipment, net | 156 | 204 |
Machinery and Equipment [Member] | ||
Property, plant and equipment, gross | $ 370 | 393 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, plant and equipment, Depreciable Lives (Year) | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, plant and equipment, Depreciable Lives (Year) | 7 years | |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | $ 3 | $ 3 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, plant and equipment, Depreciable Lives (Year) | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, plant and equipment, Depreciable Lives (Year) | 7 years |
Note 4 - Subordinated Notes R_3
Note 4 - Subordinated Notes Receivable (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 06, 2018 | Mar. 31, 2018 | |
Financing Receivable, after Allowance for Credit Loss, Total | $ 0 | $ 1,883,000 | $ 7,400,000 | ||
Financing Receivable, before Allowance for Credit Loss, Total | 3,081,000 | $ 3,271,000 | |||
A&R Note [Member] | |||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 3,300,000 | ||||
S&L Note [Member] | |||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 4,400,000 | ||||
Notes Receivable, Interest Rate | 10% | ||||
Proceeds from Interest Received | 0 | $ 0 | |||
Proceeds from Collection of Finance Receivables | 0 | 190,000 | |||
Financing Receivable, Credit Loss, Expense (Reversal) | $ 992,000 | $ 701,000 |
Note 4 - Subordinated Notes R_4
Note 4 - Subordinated Notes Receivable - Reconciliation of the Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance | $ 3,271 | |
Discount, balance | (1,388) | |
Balance, Net | 1,883 | |
Impairment, discount | $ (992) | |
Impairment | (992) | (701) |
Balance | 3,081 | |
Discount, balance | (3,081) | |
Balance, Net | 0 | |
Second A&R Note [Member] | ||
Balance | 3,081 | |
Discount, balance | (2,089) | |
Balance, Net | $ 992 | |
Principal payments, principal | (190) | |
Principal payments | (190) | |
Impairment, discount | (701) | |
Impairment | (701) | |
Balance | 3,081 | |
Discount, balance | (2,089) | |
Balance, Net | $ 992 |
Note 5 - Investments (Details T
Note 5 - Investments (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 30, 2022 USD ($) | |
Other than Temporary Impairment Loss, Investments, Portion in Other Comprehensive Loss, Net of Tax, Attributable to Parent, Held-to-Maturity Securities | $ 0 |
Note 5 - Investments - Details
Note 5 - Investments - Details Investments by Major Investment Category (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amortized costs | $ 5,564 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | 0 | |
Total | 5,564 | $ 0 |
US Government Agencies Debt Securities [Member] | ||
Amortized costs | 4,314 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | 0 | |
Total | 4,114 | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||
Amortized costs | 1,000 | |
Total | 1,000 | |
Common Stock [Member] | ||
Amortized costs | 250 | |
Total | 250 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | $ 0 |
Note 5 - Investments - Fixed Ma
Note 5 - Investments - Fixed Maturity Securities by Contractual Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Due in one year or less, amortized cost | $ 0 |
Due in one year or less, amortized cost, percent | 0% |
Due in one year or less, fair value | $ 0 |
Due in one year or less, fair value, percent | 0% |
Due after one year through five years, amortized cost | $ 4,314 |
Due after one year through five years, amortized cost, percent | 100% |
Due after one year through five years, fair value | $ 4,314 |
Due after one year through five years, fair value, percent | 100% |
Due after five years through ten years, amortized cost | $ 0 |
Due after five years through ten years, amortized cost, percent | 0% |
Due after five years through ten years, fair value | $ 0 |
Due after five years through ten years, fair value, percent | 0% |
Due after ten years, amortized cost | $ 0 |
Due after ten years, amortized cost, percent | 0% |
Due after ten years, fair value | $ 0 |
Due after ten years, fair value, percent | 0% |
Total, amortized cost | $ 4,313 |
Total, amortized cost, percent | 100% |
Total, fair value | $ 4,313 |
Total, fair value, percent | 100% |
Note 5 - Investments - Fair Val
Note 5 - Investments - Fair Value of Financial Instruments Measured on a Recurring Basis (Details) - Fair Value, Recurring [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Total Investments | $ 5,564 |
Fair Value, Inputs, Level 1 [Member] | |
Total Investments | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Total Investments | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Total Investments | 1,250 |
Common Stock [Member] | |
Total Investments | 250 |
Common Stock [Member] | Fair Value, Inputs, Level 1 [Member] | |
Total Investments | 0 |
Common Stock [Member] | Fair Value, Inputs, Level 2 [Member] | |
Total Investments | 0 |
Common Stock [Member] | Fair Value, Inputs, Level 3 [Member] | |
Total Investments | 250 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |
Total Investments | 1,000 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Fair Value, Inputs, Level 1 [Member] | |
Total Investments | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Fair Value, Inputs, Level 2 [Member] | |
Total Investments | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Fair Value, Inputs, Level 3 [Member] | |
Total Investments | 1,000 |
Investments, at Fair Value [Member] | |
Total Investments | 1,250 |
Investments, at Fair Value [Member] | Fair Value, Inputs, Level 1 [Member] | |
Total Investments | |
Investments, at Fair Value [Member] | Fair Value, Inputs, Level 2 [Member] | |
Total Investments | |
Investments, at Fair Value [Member] | Fair Value, Inputs, Level 3 [Member] | |
Total Investments | 1,250 |
US Government Agencies Debt Securities [Member] | |
Total Investments | 4,314 |
US Government Agencies Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |
Total Investments | 0 |
US Government Agencies Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |
Total Investments | 0 |
US Government Agencies Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |
Total Investments | $ 0 |
Note 5 - Investments - Fair V_2
Note 5 - Investments - Fair Value Measurement on Recurring Basis (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Purchases | $ 1,250 |
Total investments | 1,250 |
Common Stock [Member] | |
Purchases | 250 |
Total investments | 250 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |
Purchases | 1,000 |
Total investments | $ 1,000 |
Note 6 - Investment in Affili_3
Note 6 - Investment in Affiliate (Details Textual) - HC Government Realty Trust, Inc [Member] - USD ($) | 3 Months Ended | |||||
Jun. 29, 2020 | Apr. 09, 2020 | Apr. 03, 2020 | Mar. 19, 2019 | Jun. 29, 2020 | Dec. 31, 2022 | |
Series B Cumulative Convertible Preferred Stock [Member] | ||||||
Equity Method Investment, Shares Purchased During Period (in shares) | 475,000 | 250,000 | 100,000 | 200,000 | ||
Preferred Stock, Dividend Rate, Percentage | 10% | |||||
Equity Method Investment, Aggregate Cost | $ 2,000,000 | $ 10,250,000 | ||||
Payments to Acquire Equity Method Investments | $ 8,250,000 | |||||
Convertible Preferred Stock of Investee, Shares Issued Upon Conversion (in shares) | 1 | |||||
Convertible Preferred Stock, Maximum Conversion Price (in dollars per share) | $ 9.10 | |||||
Series B Cumulative Convertible Preferred Stock [Member] | Investors Affiliated with the Hale Partnership [Member] | ||||||
Equity Method Investment, Aggregate Cost | $ 8,500,000 | |||||
Common Stock of Investee [Member] | ||||||
Equity Method Investment, Shares Purchased During Period (in shares) | 300,000 | |||||
Equity Method Investment, Aggregate Cost | $ 3,000,000 | |||||
Common Stock of Investee [Member] | Investors Affiliated with the Hale Partnership [Member] | ||||||
Equity Method Investment, Shares Purchased During Period (in shares) | 850,000 |
Note 6 - Investment in Affili_4
Note 6 - Investment in Affiliate - Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Investment in affiliate, balance | $ 10,850 | $ 11,450 | |
Loss recorded in the Consolidated Statements of Operations | $ (435) | $ (381) | |
HC Government Realty Trust, Inc [Member] | |||
Ownership percentage | 33.90% | 33.90% | |
Investment in affiliate, balance | $ 10,850 | $ 11,450 | |
Loss recorded in the Consolidated Statements of Operations | [1] | $ (435) | $ (458) |
HC Government Realty Trust, Inc [Member] | Series B Cumulative Convertible Preferred Stock [Member] | |||
Ownership percentage | [2] | 26.80% | 26.80% |
Investment in affiliate, balance | [2] | $ 10,250 | $ 10,250 |
Loss recorded in the Consolidated Statements of Operations | [1],[2] | $ 0 | $ 0 |
HC Government Realty Trust, Inc [Member] | Common Stock of Investee [Member] | |||
Ownership percentage | 7.10% | 7.10% | |
Investment in affiliate, balance | $ 600 | $ 1,200 | |
Loss recorded in the Consolidated Statements of Operations | [1] | $ (435) | $ (458) |
[1]Loss from these investments is included in “Loss from affiliate” in the consolidated statements of operations. Since HC Realty is a real estate investment trust and not a taxable entity, the loss is not reported net of taxes.[2]Represents investments in shares of Series B Stock with a basis of $10.25 million. Each share of Series B Stock can be converted into one share of HC Realty common stock at a conversion price equal to the lesser of $9.10 per share or the fair market value per share of HC Realty common stock, subject to adjustment upon the occurrence of certain events. |
Note 7 - PPP Loan (Details Text
Note 7 - PPP Loan (Details Textual) | May 07, 2020 USD ($) |
Paycheck Protection Program Loan [Member] | |
Proceeds from Issuance of Debt | $ 544,842 |
Note 8 - Statutory Reporting (D
Note 8 - Statutory Reporting (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statutory Accounting Practices, Statutory Capital and Surplus, Balance | $ 5,700,000 | $ 5,100,000 |
Statutory Accounting Practices, Statutory Net Income Amount | 361,000 | $ 95,000 |
Statutory Accounting Practices, Statutory Amount Available for Dividend Payments without Regulatory Approval | $ 50,000 |
Note 9 - Reserve for Title Cl_3
Note 9 - Reserve for Title Claims (Details Textual) $ in Thousands | Dec. 31, 2022 USD ($) |
Reinsurance Recoverables, Including Reinsurance Premium Paid, Total | $ 0 |
Note 9 - Reserve for Title Cl_4
Note 9 - Reserve for Title Claims - Reconciliation of Reserves Account Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total provision for claim losses | $ 126 | $ 79 |
Title Insurance Product Line [Member] | ||
Beginning Reserves | 231 | 209 |
Current year | 56 | 22 |
Prior years | 0 | 0 |
Total provision for claim losses | 56 | 22 |
Current year | 0 | 0 |
Prior years | 0 | 0 |
Total title claims paid | 0 | 0 |
Ending Reserves | 287 | 231 |
Claims reserves | 287 | $ 231 |
Claims reserves, percent | 231% | |
Known Title Claims [Member] | ||
Ending Reserves | 3 | |
Claims reserves | 3 | |
Claims reserves, percent | 0% | |
IBNR Title Claims [Member] | ||
Ending Reserves | 284 | |
Claims reserves | 284 | |
Claims reserves, percent | 231% | |
Title Claims [Member] | ||
Ending Reserves | 287 | |
Claims reserves | 287 | |
Claims reserves, percent | 231% | |
Non-title Claims [Member] | ||
Ending Reserves | 0 | |
Claims reserves | $ 0 | |
Claims reserves, percent | 0% |
Note 10 - Reinsurance (Details
Note 10 - Reinsurance (Details Textual) | Jul. 01, 2022 USD ($) | Jan. 01, 2022 USD ($) |
National Consumer Title Insurance Company (NCTIC) [Member] | Reinstatement Premium Protection Reinsurance Agreement [Member] | ||
Reinsurance Retention Policy, Reinsured Risk, Percentage | 100% | |
National Consumer Title Insurance Company (NCTIC) [Member] | Non-affiliated Companies [Member] | The Loss Reinsurance Agreement [Member] | ||
Reinsurance, Excess Retention, Amount Reinsured, Per Event | $ 4,000,000 | |
Reinsurance, Amount Retained, Per Event | $ 1,000,000 | |
Reinsurance Retention Policy, Reinsured Risk, Percentage | 100% | |
Chaucer [Member] | Reinsurance Through Lloyd's Syndicates [Member] | ||
Percent of Reinsurance Participation | 50% | |
Protected Cell [Member] | Catastrophic Windstorm Reinsurance Protection [Member] | ||
Reinsurance, Excess Retention, Amount Reinsured, Per Event | $ 7,800,000 | |
Reinsurance, Amount Retained, Per Event | $ 5,000,000 | |
Reinsurance, Reinsurance Protection, Number of Insurance Policies In-force | 7,650 | |
Payments for Reinsurance | $ 6,630,000 |
Note 10 - Reinsurance - Reinsur
Note 10 - Reinsurance - Reinsurance Premiums Written and Earned (Details) - National Consumer Title Insurance Company (NCTIC) [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Direct title premiums | $ 2,170 | $ 898 |
Ceded title premiums | (55) | (83) |
Net title premiums | $ 2,115 | $ 815 |
Note 10 - Reinsurance - Reconci
Note 10 - Reinsurance - Reconciliation of Total Reinsurance Premiums Written to Reinsurance Premiums Earned (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reinsurance premiums written | $ 10,927 | $ 1,608 |
Increase in unearned premium reserves | (300) | |
Protected Cell [Member] | ||
Reinsurance premiums written | 6,630 | 0 |
Increase in unearned premium reserves | (300) | 0 |
Net title premiums | $ 6,330 | $ 0 |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 299,000 | |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | $ 31,000 | $ 31,000 |
Open Tax Year | 2015 2016 2017 2018 2019 2020 2021 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards, Total | $ 32,500,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards, Total | $ 24,700,000 |
Note 11 - Income Taxes - Provis
Note 11 - Income Taxes - Provision for Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ (102) |
State | 24 | 0 |
Total current | 24 | (102) |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total deferred | 0 | 0 |
Income tax (benefit) expense from continuing operations | $ 24 | $ (102) |
Note 11 - Income Taxes - Reconc
Note 11 - Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal statutory rate | 21% | 21% |
State tax, net of federal benefit | 0.50% | 0% |
Deferred correction – State net operating losses | (0.80%) | 0% |
FASB Interpretation No. 48 unrecognized tax benefits | 0% | (4.90%) |
State tax credits true-up | 0% | (4.70%) |
Permanent differences | 0% | (4.30%) |
Valuation allowance decrease | (19.80%) | (16.20%) |
Other, net | (0.90%) | 5.30% |
Effective income tax rate | 0% | (3.80%) |
Note 11 - Income Taxes - Income
Note 11 - Income Taxes - Income Tax Effects of Temporary Differences That Comprise Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Equity method investment | $ 400 | $ 300 |
Goodwill | 456 | 490 |
Right of use, asset | 146 | 0 |
Other accrued expenses | 7 | 27 |
Notes receivable fair value adjustment | 708 | 480 |
Employee benefits | 2 | 48 |
Capital loss carryforward | 11 | 11 |
Bad debt expense | 55 | 0 |
Net operating loss | 7,354 | 7,662 |
Gross non-current deferred tax assets | 9,139 | 9,017 |
Property, tax, and equipment | (39) | (5) |
Non-taxable dividends | (664) | (429) |
Right of use, liability | (148) | |
Gain on remeasurement of acquisition | (847) | (843) |
Valuation allowance | (7,441) | (7,740) |
Gross non-current deferred tax liabilities | (9,139) | (9,017) |
Other Assets [Member] | ||
Net noncurrent deferred tax assets | $ 0 | $ 0 |
Note 11 - Income Taxes - Unreco
Note 11 - Income Taxes - Unrecognized Tax Benefits Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unrecognized tax benefits balance | $ 31 | $ 157 |
Gross decrease in tax positions of prior years | 0 | (126) |
Unrecognized tax benefits balance | $ 31 | $ 31 |
Note 12 - Stockholders' Equit_2
Note 12 - Stockholders' Equity (Details Textual) | 12 Months Ended | |||
Jul. 15, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 shares | Dec. 31, 2016 | |
Excess Stock, Shares Authorized (in shares) | 1,000,000 | |||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 0 | 35,000 | ||
Stock Issued During Period, Fractional Shares, Stock Splits (in shares) | 0 | |||
Reverse Stock Split, Fractional Shares, Cash, Multiplier | 0.70 | |||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $ / shares | $ 7.76 | |||
Treasury Stock, Value, Acquired, Cost Method | $ | $ 20,951 | |||
Common Stock [Member] | ||||
Stock Repurchase Program, Authorized Amount | $ | $ 1,500,000 | |||
Treasury Stock, Shares, Acquired (in shares) | 2,699 | |||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $ / shares | $ 7.74 | |||
Reverse Stock Split [Member] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 12 | |||
Minimum [Member] | ||||
Ownership Percentage | 4.90% |
Note 12 - Stockholders' Equit_3
Note 12 - Stockholders' Equity - Basic and Diluted Earnings Per Share Calculation (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted average shares outstanding for basic calculation (in shares) | 2,857,000 | 2,838,000 |
Dilutive effect of restricted stock (in shares) | 0 | 35,000 |
Weighted average shares outstanding for diluted calculation (in shares) | 2,857,000 | 2,873,000 |
Note 13 - Stock Based Compens_3
Note 13 - Stock Based Compensation (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total (in shares) | 0 | ||
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 34,721 | 0 | |
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 0 | ||
A 2012 Incentive Compensation Plan [Member] | Common Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 1,600,000 | ||
A 2012 Incentive Compensation Plan [Member] | Common Stock [Member] | Subsequent Event [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 500,000 |
Note 13 - Stock Based Compens_4
Note 13 - Stock Based Compensation - Summary of Restricted Stock (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding (in shares) | 34,721 | 416,666 |
Outstanding, weighted average grant date fair value (in dollars per share) | $ 7.20 | $ 0.60 |
Vested (in shares) | (34,721) | 0 |
Granted (in shares) | 0 | |
Effect of reserve stock split (in shares) | 0 | (381,945) |
Vested, weighted average grant date fair value (in dollars per share) | $ (7.20) | |
Outstanding (in shares) | 0 | 34,721 |
Outstanding, weighted average grant date fair value (in dollars per share) | $ 0 | $ 7.20 |
Note 14 - Leases (Details Textu
Note 14 - Leases (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 2 years 10 months 24 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 6% | |
Operating Lease, Expense | $ 700,000 | $ 178,000 |
Minimum [Member] | ||
Lessee, Operating Lease, Term of Contract (Year) | 1 year | |
Maximum [Member] | ||
Lessee, Operating Lease, Term of Contract (Year) | 3 years |
Note 14 - Leases - Future Payme
Note 14 - Leases - Future Payments Under Operating Lease Arrangements (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 324 |
2024 | 241 |
2025 | 101 |
2026 | 51 |
2027 | 48 |
Total lease payments, undiscounted | 765 |
Less: present value discount | 62 |
Lease liabilities, at present value | $ 703 |
Note 15 - Commitments and Con_2
Note 15 - Commitments and Contingencies (Details Textual) | Dec. 31, 2022 USD ($) |
Letters of Credit Outstanding, Amount | $ 230,000 |
Cash Held by Company in Escrow | $ 5,500,000 |
Note 16 - Goodwill and Intang_3
Note 16 - Goodwill and Intangible Assets (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Aug. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 01, 2021 | |
Goodwill, Ending Balance | $ 4,451,000 | $ 6,492,000 | ||
Goodwill, Impairment Loss | 0 | |||
Impairment of Intangible Assets (Excluding Goodwill), Total | 0 | |||
Amortization of Intangible Assets | $ 0 | 31,000 | ||
Title Agency Ventures, LLC (TAV) [Member] | ||||
Goodwill, Ending Balance | $ 4,500,000 | $ 4,451,000 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | |||
Omega Title Florida, LLC [Member] | ||||
Goodwill, Ending Balance | $ 2,041,000 | |||
Goodwill, Acquired During Period | $ 2,000,000 |
Note 16 - Goodwill and Intang_4
Note 16 - Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible assets subject to amortization | $ 342 | |
Total | 342 | $ 0 |
Noncompete Agreements [Member] | ||
Intangible assets subject to amortization | $ 342 | $ 0 |
Note 16 - Goodwill and Intang_5
Note 16 - Goodwill and Intangible Assets - Intangible Assets Subject To Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Gross carrying amount | $ 372 | |
Accumulated amortization | (30) | |
Net carrying amount | $ 342 | |
Noncompete Agreements [Member] | ||
Weighted-average remaining amortization period (Year) | 4 years 6 months 29 days | |
Gross carrying amount | $ 372 | |
Accumulated amortization | (30) | |
Net carrying amount | $ 342 | $ 0 |
Note 16 - Goodwill and Intang_6
Note 16 - Goodwill and Intangible Assets - Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 74 |
2024 | 74 |
2025 | 74 |
2026 | 74 |
2027 | 46 |
Total | $ 342 |
Note 17 - Segment Information_2
Note 17 - Segment Information (Details Textual) | 12 Months Ended |
Dec. 31, 2022 | |
Number of Reportable Segments | 4 |
Note 17 - Segment Information -
Note 17 - Segment Information - Operations By Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Insurance and other services revenue | $ 14,482 | $ 2,435 |
Cost of revenues | (408) | (326) |
Gross profit | 14,074 | 2,109 |
(Loss) income before income taxes | 3,683 | 2,658 |
Total assets | 41,103 | 38,865 |
Operating Segments [Member] | ||
Insurance and other services revenue | 14,482 | 984 |
Cost of revenues | (408) | (288) |
Gross profit | 14,074 | 696 |
Operating expenses | (10,240) | (1,580) |
Other income and expenses | (151) | 3,868 |
(Loss) income before income taxes | 3,683 | 2,984 |
Total assets | 41,013 | 36,974 |
The Title Insurance Segment [Member] | Operating Segments [Member] | ||
Insurance and other services revenue | 6,796 | 984 |
Cost of revenues | (408) | (288) |
Gross profit | 6,388 | 696 |
Operating expenses | (8,526) | (670) |
Other income and expenses | 89 | 3,970 |
(Loss) income before income taxes | (2,161) | 3,996 |
Total assets | 12,994 | 18,494 |
Real Estate Segment [Member] | Operating Segments [Member] | ||
Insurance and other services revenue | 0 | 0 |
Cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses | 0 | 0 |
Other income and expenses | 590 | 494 |
(Loss) income before income taxes | 590 | 494 |
Total assets | 11,148 | 11,673 |
Reinsurance Related [Member] | Operating Segments [Member] | ||
Insurance and other services revenue | 6,330 | 0 |
Cost of revenues | 0 | 0 |
Gross profit | 6,330 | 0 |
Operating expenses | (94) | 0 |
Other income and expenses | 0 | 0 |
(Loss) income before income taxes | 6,236 | 0 |
Total assets | 6,236 | 0 |
Management Services Related [Member] | Operating Segments [Member] | ||
Insurance and other services revenue | 1,356 | 0 |
Cost of revenues | 0 | 0 |
Gross profit | 1,356 | 0 |
Operating expenses | (400) | 0 |
Other income and expenses | 0 | 0 |
(Loss) income before income taxes | 956 | 0 |
Total assets | 956 | 0 |
Corporate and Other [Member] | ||
Insurance and other services revenue | 0 | 0 |
Cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses | (1,220) | (910) |
Other income and expenses | (830) | (596) |
(Loss) income before income taxes | (2,050) | (1,506) |
Total assets | $ 9,679 | $ 6,807 |
Note 20 - Subsequent Events (De
Note 20 - Subsequent Events (Details Textual) | Feb. 21, 2023 USD ($) |
Subsequent Event [Member] | |
Liability for Unpaid Claims and Claims Adjustment Expense, Net, Ending Balance | $ 609,771 |