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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Investors Title Company | NASDAQ:ITIC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.29 | 0.69% | 187.34 | 186.00 | 190.00 | 188.00 | 187.20 | 187.20 | 1,438 | 15:11:11 |
[ X ]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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North Carolina
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56-1110199
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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Accelerated filer
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X
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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PART I.
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements:
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Consolidated Balance Sheets as of
June 30, 2018 and December 31, 2017
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Consolidated Statements of Income For the Three
and Six Months Ended June 30, 2018 and 2017
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Consolidated Statements of Comprehensive Income For the Three
and Six Months Ended June 30, 2018 and 2017
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Consolidated Statements of Stockholders’ Equity For the
Six Months Ended June 30, 2018 and 2017
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Consolidated Statements of Cash Flows For the
Six Months Ended June 30, 2018 and 2017
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PART II.
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OTHER INFORMATION
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Legal Proceeding
s
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Risk Factors
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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June 30,
2018 |
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December 31,
2017 |
||||
Assets
|
|
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|
||||
Cash and cash equivalents
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$
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29,289
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$
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20,214
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Investments:
|
|
|
|
||||
Fixed maturities, available-for-sale, at fair value (amortized cost: June 30, 2018: $93,469; December 31, 2017: $100,314)
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94,578
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103,341
|
|
||
Equity securities, at fair value (cost: June 30, 2018: $26,956; December 31, 2017: $26,003)
|
48,026
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47,367
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|
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Short-term investments
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24,950
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23,780
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Other investments
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11,622
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|
|
12,032
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|
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Total investments
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179,176
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|
186,520
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||
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|
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||||
Premium and fees receivable
|
11,008
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|
|
10,031
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Accrued interest and dividends
|
1,015
|
|
|
1,100
|
|
||
Prepaid expenses and other receivables
|
7,974
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|
7,730
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|
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Property, net
|
10,820
|
|
|
10,173
|
|
||
Goodwill and other intangible assets, net
|
11,032
|
|
|
11,357
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|
||
Other assets
|
1,457
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|
|
1,403
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Current income taxes receivable
|
1,427
|
|
|
385
|
|
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Total Assets
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$
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253,198
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$
|
248,913
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||||
Liabilities and Stockholders’ Equity
|
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Liabilities:
|
|
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Reserve for claims
|
$
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32,484
|
|
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$
|
34,801
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Accounts payable and accrued liabilities
|
25,140
|
|
|
27,565
|
|
||
Deferred income taxes, net
|
9,461
|
|
|
8,626
|
|
||
Total liabilities
|
67,085
|
|
|
70,992
|
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||
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|
||||
Commitments and Contingencies
|
—
|
|
|
—
|
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||
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|
|
||||
Stockholders’ Equity:
|
|
|
|
|
|
||
Preferred stock (1,000 authorized shares; no shares issued)
|
—
|
|
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—
|
|
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Common stock – no par value (10,000 authorized shares; 1,887 and 1,886 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively, excluding in each period 292 shares of common stock held by the Company)
|
—
|
|
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—
|
|
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Retained earnings
|
185,252
|
|
|
161,891
|
|
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Accumulated other comprehensive income
|
806
|
|
|
15,945
|
|
||
Total stockholders’ equity attributable to the Company
|
186,058
|
|
|
177,836
|
|
||
Noncontrolling interests
|
55
|
|
|
85
|
|
||
Total stockholders' equity
|
186,113
|
|
|
177,921
|
|
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Total Liabilities and Stockholders’ Equity
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$
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253,198
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$
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248,913
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Three Months Ended
June 30,
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Six Months Ended
June 30,
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||||||||||||
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2018
|
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2017
|
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2018
|
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2017
|
||||||||
Revenues:
|
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||||||||
Net premiums written
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$
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35,142
|
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$
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34,672
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$
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64,701
|
|
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$
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67,410
|
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Escrow and other title-related fees
|
2,149
|
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1,942
|
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3,653
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3,957
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|
||||
Non-title services
|
1,696
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1,515
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3,288
|
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|
2,878
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|
||||
Interest and dividends
|
1,125
|
|
|
1,114
|
|
|
2,243
|
|
|
2,211
|
|
||||
Other investment income
|
1,181
|
|
|
766
|
|
|
1,450
|
|
|
995
|
|
||||
Net realized investment gains
|
288
|
|
|
83
|
|
|
441
|
|
|
186
|
|
||||
Net unrealized gain (loss) on equity investments
|
348
|
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
||||
Other
|
7
|
|
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33
|
|
|
230
|
|
|
281
|
|
||||
Total Revenues
|
41,936
|
|
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40,125
|
|
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75,712
|
|
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77,918
|
|
||||
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||||||||
Operating Expenses:
|
|
|
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|||||||
Commissions to agents
|
16,427
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16,598
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30,452
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32,929
|
|
||||
Provision (benefit) for claims
|
564
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140
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|
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(842
|
)
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860
|
|
||||
Personnel expenses
|
10,798
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9,942
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|
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22,138
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19,900
|
|
||||
Office and technology expenses
|
2,326
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1,984
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4,395
|
|
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3,923
|
|
||||
Other expenses
|
3,007
|
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|
3,115
|
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|
5,530
|
|
|
5,509
|
|
||||
Total Operating Expenses
|
33,122
|
|
|
31,779
|
|
|
61,673
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|
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63,121
|
|
||||
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|
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||||||||
Income before Income Taxes
|
8,814
|
|
|
8,346
|
|
|
14,039
|
|
|
14,797
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision for Income Taxes
|
1,894
|
|
|
2,672
|
|
|
2,946
|
|
|
4,657
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
6,920
|
|
|
5,674
|
|
|
11,093
|
|
|
10,140
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Loss Attributable to Noncontrolling Interests
|
27
|
|
|
1
|
|
|
30
|
|
|
11
|
|
||||
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|
||||||||
Net Income Attributable to the Company
|
$
|
6,947
|
|
|
$
|
5,675
|
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$
|
11,123
|
|
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$
|
10,151
|
|
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|
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|
||||||||
Basic Earnings per Common Share
|
$
|
3.68
|
|
|
$
|
3.01
|
|
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$
|
5.90
|
|
|
$
|
5.38
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares Outstanding – Basic
|
1,887
|
|
|
1,887
|
|
|
1,886
|
|
|
1,886
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings per Common Share
|
$
|
3.66
|
|
|
$
|
2.99
|
|
|
$
|
5.87
|
|
|
$
|
5.35
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares Outstanding – Diluted
|
1,897
|
|
|
1,897
|
|
|
1,896
|
|
|
1,896
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash Dividends Paid per Common Share
|
$
|
0.40
|
|
|
$
|
0.35
|
|
|
$
|
0.80
|
|
|
$
|
0.55
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
$
|
6,920
|
|
|
$
|
5,674
|
|
|
$
|
11,093
|
|
|
$
|
10,140
|
|
Other comprehensive (loss) income, before tax:
|
|
|
|
|
|
|
|
||||||||
Amortization of unrecognized loss
|
—
|
|
|
2
|
|
|
—
|
|
|
4
|
|
||||
Unrealized (losses) gains on investments arising during the period*
|
(258
|
)
|
|
1,396
|
|
|
(1,918
|
)
|
|
3,062
|
|
||||
Reclassification adjustment for sales of securities included in net income*
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
(173
|
)
|
||||
Other comprehensive (loss) income, before tax
|
(258
|
)
|
|
1,315
|
|
|
(1,918
|
)
|
|
2,893
|
|
||||
Income tax expense related to postretirement health benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Income tax (benefit) expense related to unrealized (losses) gains on investments arising during the period*
|
(55
|
)
|
|
476
|
|
|
(406
|
)
|
|
1,045
|
|
||||
Income tax benefit related to reclassification adjustment for sales of securities included in net income*
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(60
|
)
|
||||
Net income tax (benefit) expense on other comprehensive (loss) income
|
(55
|
)
|
|
448
|
|
|
(406
|
)
|
|
986
|
|
||||
Other comprehensive (loss) income
|
(203
|
)
|
|
867
|
|
|
(1,512
|
)
|
|
1,907
|
|
||||
Comprehensive Income
|
$
|
6,717
|
|
|
$
|
6,541
|
|
|
$
|
9,581
|
|
|
$
|
12,047
|
|
Comprehensive loss attributable to noncontrolling interests
|
27
|
|
|
1
|
|
|
30
|
|
|
11
|
|
||||
Comprehensive Income Attributable to the Company
|
$
|
6,744
|
|
|
$
|
6,542
|
|
|
$
|
9,611
|
|
|
$
|
12,058
|
|
|
Common Stock
|
|
Retained Earnings
|
|
|
Accumulated
Other
Comprehensive
Income
|
|
|
Noncontrolling
Interests
|
|
|
Total
Stockholders’
Equity
|
|
|||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, January 1, 2017
|
1,884
|
|
|
$
|
—
|
|
|
$
|
143,284
|
|
|
$
|
11,761
|
|
|
$
|
91
|
|
|
$
|
155,136
|
|
Net income attributable to the Company
|
|
|
|
|
|
|
10,151
|
|
|
|
|
|
|
|
10,151
|
|
||||||
Dividends paid ($0.55 per share)
|
|
|
|
|
|
|
(1,038
|
)
|
|
|
|
|
|
|
(1,038
|
)
|
||||||
Repurchases of common stock
|
—
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
(9
|
)
|
||||||
Exercise of stock appreciation rights
|
3
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
(1
|
)
|
||||||
Share-based compensation expense related to stock appreciation rights
|
|
|
|
|
|
|
95
|
|
|
|
|
|
|
|
95
|
|
||||||
Amortization related to postretirement health benefits
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
3
|
|
||||||
Net unrealized gain on investments
|
|
|
|
|
|
|
|
|
|
1,904
|
|
|
|
|
1,904
|
|
||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||||||
Balance, June 30, 2017
|
1,887
|
|
|
$
|
—
|
|
|
$
|
152,482
|
|
|
$
|
13,668
|
|
|
$
|
80
|
|
|
$
|
166,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, January 1, 2018
|
1,886
|
|
|
$
|
—
|
|
|
$
|
161,891
|
|
|
$
|
15,945
|
|
|
$
|
85
|
|
|
$
|
177,921
|
|
Net income attributable to the Company
|
|
|
|
|
|
|
11,123
|
|
|
|
|
|
|
|
11,123
|
|
||||||
Dividends paid ($0.80 per share)
|
|
|
|
|
|
|
(1,509
|
)
|
|
|
|
|
|
|
(1,509
|
)
|
||||||
Repurchases of common stock
|
—
|
|
|
|
|
|
(29
|
)
|
|
|
|
|
|
|
(29
|
)
|
||||||
Exercise of stock appreciation rights
|
1
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
(1
|
)
|
||||||
Share-based compensation expense related to stock appreciation rights
|
|
|
|
|
|
|
150
|
|
|
|
|
|
|
|
150
|
|
||||||
Cumulative effect adjustment for adoption of new accounting standards
|
|
|
|
|
|
|
13,627
|
|
|
(13,627
|
)
|
|
|
|
—
|
|
||||||
Net unrealized loss on investments
|
|
|
|
|
|
|
|
|
|
(1,512
|
)
|
|
|
|
(1,512
|
)
|
||||||
Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
(30
|
)
|
|||||||||
Balance, June 30, 2018
|
1,887
|
|
|
$
|
—
|
|
|
$
|
185,252
|
|
|
$
|
806
|
|
|
$
|
55
|
|
|
$
|
186,113
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
11,093
|
|
|
$
|
10,140
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation
|
825
|
|
|
690
|
|
||
Amortization of investments, net
|
451
|
|
|
387
|
|
||
Amortization related to postretirement benefits obligation
|
—
|
|
|
4
|
|
||
Amortization of other intangible assets, net
|
325
|
|
|
467
|
|
||
Share-based compensation expense related to stock appreciation rights
|
150
|
|
|
95
|
|
||
Net loss (gain) on disposals of property
|
16
|
|
|
(13
|
)
|
||
Net realized investment gains
|
(441
|
)
|
|
(186
|
)
|
||
Net unrealized loss on equity investments
|
294
|
|
|
—
|
|
||
Net earnings from other investments
|
(890
|
)
|
|
(784
|
)
|
||
(Benefit) provision for claims
|
(842
|
)
|
|
860
|
|
||
Provision for deferred income taxes
|
1,241
|
|
|
1,155
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Increase in premium and fees receivables
|
(977
|
)
|
|
(1,047
|
)
|
||
(Increase) decrease in other assets
|
(213
|
)
|
|
90
|
|
||
Increase in current income taxes receivable
|
(1,042
|
)
|
|
(1,089
|
)
|
||
Decrease in accounts payable and accrued liabilities
|
(2,425
|
)
|
|
(1,823
|
)
|
||
Decrease in current income taxes payable
|
—
|
|
|
(1,232
|
)
|
||
Payments of claims, net of recoveries
|
(1,475
|
)
|
|
(2,024
|
)
|
||
Net cash provided by operating activities
|
6,090
|
|
|
5,690
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
|
|
||
Purchases of fixed maturity securities
|
—
|
|
|
—
|
|
||
Purchases of equity securities
|
(1,658
|
)
|
|
(1,414
|
)
|
||
Purchases of short-term investments
|
(13,488
|
)
|
|
(15,218
|
)
|
||
Purchases of other investments
|
(610
|
)
|
|
(987
|
)
|
||
Proceeds from sales and maturities of fixed maturity securities
|
6,280
|
|
|
9,490
|
|
||
Proceeds from sales of equity securities
|
1,141
|
|
|
1,100
|
|
||
Proceeds from sales and maturities of short-term investments
|
12,431
|
|
|
3,931
|
|
||
Proceeds from sales and distributions of other investments
|
1,913
|
|
|
1,525
|
|
||
Proceeds from sales of other assets
|
3
|
|
|
13
|
|
||
Purchases of property
|
(1,538
|
)
|
|
(1,964
|
)
|
||
Proceeds from the sale of property
|
50
|
|
|
22
|
|
||
Net cash provided by (used in) investing activities
|
4,524
|
|
|
(3,502
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
|
|
||
Repurchases of common stock
|
(29
|
)
|
|
(9
|
)
|
||
Exercise of stock appreciation rights
|
(1
|
)
|
|
(1
|
)
|
||
Dividends paid
|
(1,509
|
)
|
|
(1,038
|
)
|
||
Net cash used in financing activities
|
(1,539
|
)
|
|
(1,048
|
)
|
||
|
|
|
|
||||
Net Increase in Cash and Cash Equivalents
|
9,075
|
|
|
1,140
|
|
||
Cash and Cash Equivalents, Beginning of Period
|
20,214
|
|
|
27,928
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
29,289
|
|
|
$
|
29,068
|
|
Consolidated Statements of Cash Flows, continued
|
|
||||||
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Supplemental Disclosures:
|
|
|
|
||||
Cash Paid During the Year for:
|
|
|
|
||||
Income tax payments, net
|
$
|
2,746
|
|
|
$
|
5,834
|
|
Non Cash Investing and Financing Activities:
|
|
|
|
||||
Non cash net unrealized loss (gain) on investments, net of deferred tax benefit (provision)
of $406 and $(985) for June 30, 2018 and 2017, respectively |
$
|
1,512
|
|
|
$
|
(1,904
|
)
|
(in thousands)
|
June 30, 2018
|
|
December 31, 2017
|
||||
Balance, beginning of period
|
$
|
34,801
|
|
|
$
|
35,305
|
|
(Benefit) provision, charged to operations
|
(842
|
)
|
|
3,311
|
|
||
Payments of claims, net of recoveries
|
(1,475
|
)
|
|
(3,815
|
)
|
||
Balance, end of period
|
$
|
32,484
|
|
|
$
|
34,801
|
|
(in thousands, except percentages)
|
June 30, 2018
|
|
%
|
|
December 31, 2017
|
|
%
|
||||
Known title claims
|
$
|
3,927
|
|
|
12.1
|
|
$
|
4,646
|
|
|
13.4
|
IBNR
|
28,557
|
|
|
87.9
|
|
30,155
|
|
|
86.6
|
||
Total loss reserves
|
$
|
32,484
|
|
|
100.0
|
|
$
|
34,801
|
|
|
100.0
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands, except per share amounts)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income attributable to the Company
|
$
|
6,947
|
|
|
$
|
5,675
|
|
|
$
|
11,123
|
|
|
$
|
10,151
|
|
Weighted average common shares outstanding – Basic
|
1,887
|
|
|
1,887
|
|
|
1,886
|
|
|
1,886
|
|
||||
Incremental shares outstanding assuming the exercise of dilutive SARs (share-settled)
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
||||
Weighted average common shares outstanding – Diluted
|
1,897
|
|
|
1,897
|
|
|
1,896
|
|
|
1,896
|
|
||||
Basic earnings per common share
|
$
|
3.68
|
|
|
$
|
3.01
|
|
|
$
|
5.90
|
|
|
$
|
5.38
|
|
Diluted earnings per common share
|
$
|
3.66
|
|
|
$
|
2.99
|
|
|
$
|
5.87
|
|
|
$
|
5.35
|
|
(in thousands, except weighted average exercise price and average remaining contractual term)
|
Number
Of Shares
|
|
Weighted
Average
Exercise Price
|
|
Average Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding as of January 1, 2017
|
25
|
|
|
$
|
65.85
|
|
|
3.85
|
|
$
|
837
|
|
SARs granted
|
4
|
|
|
192.71
|
|
|
|
|
|
|
||
SARs exercised
|
(4
|
)
|
|
36.38
|
|
|
|
|
|
|
||
Outstanding as of December 31, 2017
|
25
|
|
|
$
|
93.40
|
|
|
3.98
|
|
$
|
837
|
|
SARs granted
|
4
|
|
|
188.71
|
|
|
|
|
|
|
||
SARs exercised
|
(1
|
)
|
|
41.50
|
|
|
|
|
|
|
||
Outstanding as of June 30, 2018
|
28
|
|
|
$
|
110.27
|
|
|
4.15
|
|
$
|
2,175
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of June 30, 2018
|
25
|
|
|
$
|
99.73
|
|
|
3.78
|
|
$
|
2,175
|
|
|
|
|
|
|
|
|
|
|||||
Unvested as of June 30, 2018
|
3
|
|
|
$
|
188.71
|
|
|
6.88
|
|
$
|
—
|
|
|
2018
|
|
2017
|
Expected Life in Years
|
7.0
|
|
7.0
|
Volatility
|
39.0%
|
|
26.2%
|
Interest Rate
|
3.1%
|
|
2.0%
|
Yield Rate
|
0.8%
|
|
0.8%
|
Three Months Ended June 30, 2018 (in thousands)
|
Title
Insurance |
|
All
Other |
|
Intersegment
Eliminations |
|
Total
|
||||||||
Insurance and other services revenues
|
$
|
38,680
|
|
|
$
|
1,996
|
|
|
$
|
(1,682
|
)
|
|
$
|
38,994
|
|
Investment income
|
2,125
|
|
|
529
|
|
|
—
|
|
|
2,654
|
|
||||
Net realized gain on investments
|
264
|
|
|
24
|
|
|
—
|
|
|
288
|
|
||||
Total revenues
|
$
|
41,069
|
|
|
$
|
2,549
|
|
|
$
|
(1,682
|
)
|
|
$
|
41,936
|
|
Operating expenses
|
32,424
|
|
|
2,246
|
|
|
(1,548
|
)
|
|
33,122
|
|
||||
Income before income taxes
|
$
|
8,645
|
|
|
$
|
303
|
|
|
$
|
(134
|
)
|
|
$
|
8,814
|
|
Total assets
|
$
|
199,132
|
|
|
$
|
54,066
|
|
|
$
|
—
|
|
|
$
|
253,198
|
|
Three Months Ended June 30, 2017 (in thousands)
|
Title
Insurance |
|
All
Other |
|
Intersegment
Eliminations |
|
Total
|
||||||||
Insurance and other services revenues
|
$
|
37,922
|
|
|
$
|
1,799
|
|
|
$
|
(1,559
|
)
|
|
$
|
38,162
|
|
Investment income
|
1,715
|
|
|
165
|
|
|
—
|
|
|
1,880
|
|
||||
Net realized gain on investments
|
81
|
|
|
2
|
|
|
—
|
|
|
83
|
|
||||
Total revenues
|
$
|
39,718
|
|
|
$
|
1,966
|
|
|
$
|
(1,559
|
)
|
|
$
|
40,125
|
|
Operating expenses
|
31,176
|
|
|
2,043
|
|
|
(1,440
|
)
|
|
31,779
|
|
||||
Income (loss) before income taxes
|
$
|
8,542
|
|
|
$
|
(77
|
)
|
|
$
|
(119
|
)
|
|
$
|
8,346
|
|
Total assets
|
$
|
191,182
|
|
|
$
|
46,772
|
|
|
$
|
—
|
|
|
$
|
237,954
|
|
Six Months Ended June 30, 2018 (in thousands)
|
Title
Insurance |
|
All
Other |
|
Intersegment
Eliminations |
|
Total
|
||||||||
Insurance and other services revenues
|
$
|
71,101
|
|
|
$
|
3,886
|
|
|
$
|
(3,115
|
)
|
|
$
|
71,872
|
|
Investment income
|
2,739
|
|
|
660
|
|
|
—
|
|
|
3,399
|
|
||||
Net realized gain on investments
|
407
|
|
|
34
|
|
|
—
|
|
|
441
|
|
||||
Total revenues
|
$
|
74,247
|
|
|
$
|
4,580
|
|
|
$
|
(3,115
|
)
|
|
$
|
75,712
|
|
Operating expenses
|
60,216
|
|
|
4,304
|
|
|
(2,847
|
)
|
|
61,673
|
|
||||
Income before income taxes
|
$
|
14,031
|
|
|
$
|
276
|
|
|
$
|
(268
|
)
|
|
$
|
14,039
|
|
Total assets
|
$
|
199,132
|
|
|
$
|
54,066
|
|
|
$
|
—
|
|
|
$
|
253,198
|
|
Six Months Ended June 30, 2017 (in thousands)
|
Title
Insurance |
|
All
Other |
|
Intersegment
Eliminations |
|
Total
|
||||||||
Insurance and other services revenues
|
$
|
73,686
|
|
|
$
|
3,451
|
|
|
$
|
(2,611
|
)
|
|
$
|
74,526
|
|
Investment income
|
2,877
|
|
|
329
|
|
|
—
|
|
|
3,206
|
|
||||
Net realized gain on investments
|
144
|
|
|
42
|
|
|
—
|
|
|
186
|
|
||||
Total revenues
|
$
|
76,707
|
|
|
$
|
3,822
|
|
|
$
|
(2,611
|
)
|
|
$
|
77,918
|
|
Operating expenses
|
61,677
|
|
|
3,860
|
|
|
(2,416
|
)
|
|
63,121
|
|
||||
Income (loss) before income taxes
|
$
|
15,030
|
|
|
$
|
(38
|
)
|
|
$
|
(195
|
)
|
|
$
|
14,797
|
|
Total assets
|
$
|
191,182
|
|
|
$
|
46,772
|
|
|
$
|
—
|
|
|
$
|
237,954
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Service cost – benefits earned during the year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost on the projected benefit obligation
|
8
|
|
|
9
|
|
|
16
|
|
|
19
|
|
||||
Amortization of unrecognized losses
|
—
|
|
|
2
|
|
|
—
|
|
|
4
|
|
||||
Net periodic benefits costs
|
$
|
8
|
|
|
$
|
11
|
|
|
$
|
16
|
|
|
$
|
23
|
|
As of June 30, 2018 (in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value |
||||||||
Fixed maturities, available-for-sale, at fair value:
|
|
|
|
|
|
|
|
||||||||
Government Obligations
|
$
|
1,033
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
1,023
|
|
General obligations of U.S. states, territories and political subdivisions
|
21,248
|
|
|
242
|
|
|
232
|
|
|
21,258
|
|
||||
Special revenue issuer obligations of U.S. states, territories and political subdivisions
|
58,694
|
|
|
1,247
|
|
|
389
|
|
|
59,552
|
|
||||
Corporate debt securities
|
12,494
|
|
|
327
|
|
|
76
|
|
|
12,745
|
|
||||
Total
|
$
|
93,469
|
|
|
$
|
1,816
|
|
|
$
|
707
|
|
|
$
|
94,578
|
|
As of December 31, 2017 (in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Fixed maturities, available-for-sale, at fair value:
|
|
|
|
|
|
|
|
||||||||
Government obligations
|
$
|
1,043
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1,042
|
|
General obligations of U.S. states, territories and political subdivisions
|
24,189
|
|
|
505
|
|
|
50
|
|
|
24,644
|
|
||||
Special revenue issuer obligations of U.S. states, territories and political subdivisions
|
62,592
|
|
|
2,218
|
|
|
165
|
|
|
64,645
|
|
||||
Corporate debt securities
|
12,490
|
|
|
527
|
|
|
7
|
|
|
13,010
|
|
||||
Total
|
$
|
100,314
|
|
|
$
|
3,250
|
|
|
$
|
223
|
|
|
$
|
103,341
|
|
|
Available-for-Sale
|
||||||
(in thousands)
|
Amortized
Cost
|
|
Estimated Fair
Value |
||||
Due in one year or less
|
$
|
9,394
|
|
|
$
|
9,387
|
|
Due one year through five years
|
38,648
|
|
|
39,474
|
|
||
Due five years through ten years
|
43,289
|
|
|
43,184
|
|
||
Due after ten years
|
2,138
|
|
|
2,533
|
|
||
Total
|
$
|
93,469
|
|
|
$
|
94,578
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
As of June 30, 2018 (in thousands)
|
Estimated
Fair
Value
|
|
Unrealized
Losses
|
|
Estimated
Fair
Value |
|
Unrealized
Losses
|
|
Estimated
Fair
Value |
|
Unrealized
Losses
|
||||||||||||
Government obligations
|
$
|
1,023
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,023
|
|
|
$
|
(10
|
)
|
General obligations of U.S. states, territories and political subdivisions
|
8,062
|
|
|
(96
|
)
|
|
3,402
|
|
|
(136
|
)
|
|
11,464
|
|
|
(232
|
)
|
||||||
Special revenue issuer obligations of U.S. states, territories and political subdivisions
|
18,139
|
|
|
(190
|
)
|
|
3,899
|
|
|
(199
|
)
|
|
22,038
|
|
|
(389
|
)
|
||||||
Corporate debt securities
|
10,696
|
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
10,696
|
|
|
(76
|
)
|
||||||
Total temporarily impaired securities
|
$
|
37,920
|
|
|
$
|
(372
|
)
|
|
$
|
7,301
|
|
|
$
|
(335
|
)
|
|
$
|
45,221
|
|
|
$
|
(707
|
)
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
As of December 31, 2017 (in thousands)
|
Estimated
Fair
Value
|
|
Unrealized
Losses
|
|
Estimated
Fair
Value |
|
Unrealized
Losses
|
|
Estimated
Fair
Value |
|
Unrealized
Losses
|
||||||||||||
Government obligations
|
$
|
1,042
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,042
|
|
|
$
|
(1
|
)
|
General obligations of U.S. states, territories and political subdivisions
|
4,560
|
|
|
(27
|
)
|
|
3,535
|
|
|
(23
|
)
|
|
8,095
|
|
|
(50
|
)
|
||||||
Special revenue issuer obligations of U.S. states, territories and political subdivisions
|
13,551
|
|
|
(61
|
)
|
|
4,023
|
|
|
(104
|
)
|
|
17,574
|
|
|
(165
|
)
|
||||||
Corporate debt securities
|
3,744
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
3,744
|
|
|
(7
|
)
|
||||||
Total temporarily impaired securities
|
$
|
22,897
|
|
|
$
|
(96
|
)
|
|
$
|
7,558
|
|
|
$
|
(127
|
)
|
|
$
|
30,455
|
|
|
$
|
(223
|
)
|
As of June 30, 2018 (in thousands)
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value |
||||||||
Equity securities, at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stocks
|
$
|
26,956
|
|
|
$
|
21,283
|
|
|
$
|
213
|
|
|
$
|
48,026
|
|
Total
|
$
|
26,956
|
|
|
$
|
21,283
|
|
|
$
|
213
|
|
|
$
|
48,026
|
|
As of December 31, 2017 (in thousands)
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value |
||||||||
Equity securities, at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stocks
|
$
|
26,003
|
|
|
$
|
21,376
|
|
|
$
|
12
|
|
|
$
|
47,367
|
|
Total
|
$
|
26,003
|
|
|
$
|
21,376
|
|
|
$
|
12
|
|
|
$
|
47,367
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Gross realized gains from securities:
|
|
|
|
|
|
||
Special revenue issuer obligations of U.S. states, territories and political subdivisions
|
$
|
—
|
|
|
$
|
—
|
|
Corporate debt securities
|
—
|
|
|
—
|
|
||
Common stocks
|
484
|
|
|
298
|
|
||
Total
|
$
|
484
|
|
|
$
|
298
|
|
Gross realized losses from securities:
|
|
|
|
|
|
||
General obligations of U.S. states, territories and political subdivisions
|
$
|
—
|
|
|
$
|
—
|
|
Special revenue issuer obligations of U.S. states, territories and political subdivisions
|
—
|
|
|
—
|
|
||
Common stocks
|
(47
|
)
|
|
(125
|
)
|
||
Other-than-temporary impairment of securities
|
—
|
|
|
—
|
|
||
Total
|
$
|
(47
|
)
|
|
$
|
(125
|
)
|
Net realized gain from securities
|
$
|
437
|
|
|
$
|
173
|
|
Net realized gain on other investments:
|
|
|
|
||||
Gains on other investments
|
$
|
4
|
|
|
$
|
13
|
|
Total
|
$
|
4
|
|
|
$
|
13
|
|
Net realized investment gains
|
$
|
441
|
|
|
$
|
186
|
|
Type of Investment (in thousands)
|
|
Balance Sheet Classification
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Maximum Potential Loss (a)
|
||||||
Tax credit LPs
|
|
Other investments
|
|
$
|
628
|
|
|
$
|
628
|
|
|
$
|
1,325
|
|
Real estate LLCs or LPs
|
|
Other investments
|
|
4,893
|
|
|
5,141
|
|
|
7,950
|
|
|||
Small business investment LPs
|
|
Other investments
|
|
4,142
|
|
|
4,261
|
|
|
9,400
|
|
|||
Total
|
|
|
|
$
|
9,663
|
|
|
$
|
10,030
|
|
|
$
|
18,675
|
|
(a)
|
|
Maximum potential loss is calculated as the total investment in the LLC or LP, including any capital commitments that may have not yet been called. The Company is not exposed to any loss beyond the total commitment of its investment.
|
As of June 30, 2018 (in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Obligations of U.S. states, territories and political subdivisions*
|
$
|
—
|
|
|
$
|
81,833
|
|
|
$
|
—
|
|
|
$
|
81,833
|
|
Corporate debt securities*
|
—
|
|
|
12,745
|
|
|
—
|
|
|
12,745
|
|
||||
Total
|
$
|
—
|
|
|
$
|
94,578
|
|
|
$
|
—
|
|
|
$
|
94,578
|
|
As of December 31, 2017 (in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
||||||||
Obligations of U.S. states, territories and political subdivisions*
|
$
|
—
|
|
|
$
|
90,331
|
|
|
$
|
—
|
|
|
$
|
90,331
|
|
Corporate debt securities*
|
—
|
|
|
13,010
|
|
|
—
|
|
|
13,010
|
|
||||
Total
|
$
|
—
|
|
|
$
|
103,341
|
|
|
$
|
—
|
|
|
$
|
103,341
|
|
As of June 30, 2018 (in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
29,289
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,289
|
|
Accrued interest and dividends
|
1,015
|
|
|
—
|
|
|
—
|
|
|
1,015
|
|
||||
Equity securities, at fair value:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
48,026
|
|
|
—
|
|
|
—
|
|
|
48,026
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|||||||
Commercial paper and money market funds
|
24,950
|
|
|
—
|
|
|
—
|
|
|
24,950
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
||||||||
Equity investments in unconsolidated affiliates, equity method
|
—
|
|
|
—
|
|
|
5,871
|
|
|
5,871
|
|
||||
Equity investments in unconsolidated affiliates, measurement alternative
|
—
|
|
|
—
|
|
|
5,751
|
|
|
5,751
|
|
||||
Total
|
$
|
103,280
|
|
|
$
|
—
|
|
|
$
|
11,622
|
|
|
$
|
114,902
|
|
As of December 31, 2017 (in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
20,214
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,214
|
|
Accrued interest and dividends
|
|
1,100
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
||||
Equity securities, at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
|
47,367
|
|
|
—
|
|
|
—
|
|
|
47,367
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper, money market funds and certificates of deposit
|
|
23,780
|
|
|
—
|
|
|
—
|
|
|
23,780
|
|
||||
Other investments:
|
|
|
|
|
|
|
|
|
||||||||
Equity investments in unconsolidated affiliates, equity method
|
|
—
|
|
|
—
|
|
|
6,593
|
|
|
6,593
|
|
||||
Equity investments in unconsolidated affiliates, measurement alternative
|
|
—
|
|
|
—
|
|
|
5,439
|
|
|
5,439
|
|
||||
Total
|
|
$
|
92,461
|
|
|
$
|
—
|
|
|
$
|
12,032
|
|
|
$
|
104,493
|
|
As of June 30, 2018
(in thousands)
|
Balance,
January 1, 2018
|
|
Amounts Impaired
|
|
Observable Changes
|
|
Purchases and Additional Commitments Paid
|
|
Sales, Returns of Capital and Other Reductions
|
|
Balance,
June 30, 2018
|
||||||||||||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity investments in unconsolidated affiliates, measurement alternative
|
$
|
5,439
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
552
|
|
|
$
|
(240
|
)
|
|
$
|
5,751
|
|
Total
|
$
|
5,439
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
552
|
|
|
$
|
(240
|
)
|
|
$
|
5,751
|
|
As of December 31, 2017
(in thousands)
|
Balance,
January 1, 2017
|
|
Amounts Impaired
|
|
Observable Changes
|
|
Purchases and Additional Commitments Paid
|
|
Sales, Returns of Capital and Other Reductions
|
|
Balance,
December 31, 2017
|
||||||||||||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity investments in unconsolidated affiliates, measurement alternative
|
$
|
4,744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,082
|
|
|
$
|
(387
|
)
|
|
$
|
5,439
|
|
Total
|
$
|
4,744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,082
|
|
|
$
|
(387
|
)
|
|
$
|
5,439
|
|
Financial Statement Classification,
Consolidated Balance Sheets
(in thousands)
|
As of June 30, 2018
|
As of December 31, 2017
|
||||
Other investments
|
$
|
5,871
|
|
$
|
6,594
|
|
Premiums and fees receivable
|
$
|
721
|
|
$
|
720
|
|
Financial Statement Classification,
Consolidated Balance Sheets
(in thousands)
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
|||||||||||||||
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||||
Net premiums written
|
$
|
3,628
|
|
|
$
|
3,855
|
|
|
$
|
6,819
|
|
|
$
|
7,475
|
|
Non-title services and other investment income
|
$
|
892
|
|
|
$
|
775
|
|
|
$
|
1,135
|
|
|
$
|
1,047
|
|
Commissions to agents
|
$
|
2,415
|
|
|
$
|
2,552
|
|
|
$
|
4,530
|
|
|
$
|
4,956
|
|
(in thousands)
|
2018
|
2017
|
||||
Referral relationships
|
$
|
6,416
|
|
$
|
6,416
|
|
Non-compete agreements
|
1,406
|
|
1,406
|
|
||
Tradename
|
560
|
|
560
|
|
||
Total
|
8,382
|
|
8,382
|
|
||
Accumulated amortization
|
(1,700
|
)
|
(1,375
|
)
|
||
Identifiable intangible assets, net
|
$
|
6,682
|
|
$
|
7,007
|
|
Three Months Ended June 30, 2018 (in thousands)
|
Unrealized Gains and Losses
On Available-for-Sale Securities |
|
Postretirement
Benefits Plans |
|
Total |
||||||
Beginning balance at April 1
|
$
|
1,078
|
|
|
$
|
(69
|
)
|
|
$
|
1,009
|
|
Other comprehensive loss before reclassifications
|
(203
|
)
|
|
—
|
|
|
(203
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net current-period other comprehensive loss
|
(203
|
)
|
|
—
|
|
|
(203
|
)
|
|||
Ending balance
|
$
|
875
|
|
|
$
|
(69
|
)
|
|
$
|
806
|
|
Three Months Ended June 30, 2017 (in thousands)
|
Unrealized Gains and Losses
On Available-for-Sale Securities |
|
Postretirement
Benefits Plans |
|
Total |
||||||
Beginning balance at April 1
|
$
|
12,910
|
|
|
$
|
(109
|
)
|
|
$
|
12,801
|
|
Other comprehensive gain before reclassifications
|
920
|
|
|
—
|
|
|
920
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(55
|
)
|
|
2
|
|
|
(53
|
)
|
|||
Net current-period other comprehensive income
|
865
|
|
|
2
|
|
|
867
|
|
|||
Ending balance
|
$
|
13,775
|
|
|
$
|
(107
|
)
|
|
$
|
13,668
|
|
Six Months Ended June 30, 2018 (in thousands)
|
Unrealized Gains and Losses
On Available-for-Sale Securities |
|
Postretirement
Benefits Plans |
|
Total
|
||||||
Beginning balance at January 1
|
$
|
16,003
|
|
|
$
|
(58
|
)
|
|
$
|
15,945
|
|
Cumulative effect adjustment for adoption of new accounting standards
|
(13,616
|
)
|
|
(11
|
)
|
|
(13,627
|
)
|
|||
Other comprehensive loss before reclassifications
|
(1,512
|
)
|
|
—
|
|
|
(1,512
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net current-period other comprehensive loss
|
(1,512
|
)
|
|
—
|
|
|
(1,512
|
)
|
|||
Ending balance
|
$
|
875
|
|
|
$
|
(69
|
)
|
|
$
|
806
|
|
Six Months Ended June 30, 2017 (in thousands)
|
Unrealized Gains and Losses
On Available-for-Sale
Securities
|
|
Postretirement
Benefits Plans
|
|
Total
|
||||||
Beginning balance at January 1
|
$
|
11,871
|
|
|
$
|
(110
|
)
|
|
$
|
11,761
|
|
Other comprehensive income before reclassifications
|
2,017
|
|
|
—
|
|
|
2,017
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(113
|
)
|
|
3
|
|
|
(110
|
)
|
|||
Net current-period other comprehensive income
|
1,904
|
|
|
3
|
|
|
1,907
|
|
|||
Ending balance
|
$
|
13,775
|
|
|
$
|
(107
|
)
|
|
$
|
13,668
|
|
Three Months Ended June 30, 2018 (in thousands)
|
|
|
|
||
Details about Accumulated Other
Comprehensive Income Components
|
Amount Reclassified from
Accumulated Other
Comprehensive Income
|
|
Affected Line Item in the Consolidated
Statements of Income
|
||
Unrealized gains and losses on available-for-sale securities:
|
|
|
|
||
Net realized gain on investments
|
$
|
—
|
|
|
|
Other-than-temporary impairments
|
—
|
|
|
|
|
Total
|
$
|
—
|
|
|
Net realized investment gains
|
Tax
|
—
|
|
|
Provision for Income Taxes
|
|
Net of Tax
|
$
|
—
|
|
|
|
Amortization related to postretirement benefit plans:
|
|
|
|
|
|
Prior year service cost
|
$
|
—
|
|
|
|
Unrecognized loss
|
—
|
|
|
|
|
Total
|
$
|
—
|
|
|
(a)
|
Tax
|
—
|
|
|
Provision for Income Taxes
|
|
Net of Tax
|
$
|
—
|
|
|
|
Reclassifications for the period
|
$
|
—
|
|
|
|
Three Months Ended June 30, 2017 (in thousands)
|
|
|
|
||
Details about Accumulated Other
Comprehensive Income Components |
Amount Reclassified from
Accumulated Other Comprehensive Income |
|
Affected Line Item in the Consolidated
Statements of Income |
||
Unrealized gains and losses on available-for-sale securities:
|
|
|
|
||
Net realized gain on investments
|
$
|
83
|
|
|
|
Other-than-temporary impairments
|
—
|
|
|
|
|
Total
|
$
|
83
|
|
|
Net realized investment gains
|
Tax
|
(28
|
)
|
|
Provision for Income Taxes
|
|
Net of Tax
|
$
|
55
|
|
|
|
Amortization related to postretirement benefit plans:
|
|
|
|
|
|
Prior year service cost
|
$
|
—
|
|
|
|
Unrecognized loss
|
(2
|
)
|
|
|
|
Total
|
$
|
(2
|
)
|
|
(a)
|
Tax
|
—
|
|
|
Provision for Income Taxes
|
|
Net of Tax
|
$
|
(2
|
)
|
|
|
Reclassifications for the period
|
$
|
53
|
|
|
|
Six Months Ended June 30, 2018 (in thousands)
|
|
|
|
||
Details about Accumulated Other
Comprehensive Income Components
|
Amount Reclassified from
Accumulated Other
Comprehensive Income
|
|
Affected Line Item in the Consolidated
Statements of Income
|
||
Unrealized gains and losses on available-for-sale securities:
|
|
|
|
||
Net realized gain on investments
|
$
|
—
|
|
|
|
Other-than-temporary impairments
|
—
|
|
|
|
|
Total
|
$
|
—
|
|
|
Net realized investment gains
|
Tax
|
—
|
|
|
Provision for Income Taxes
|
|
Net of Tax
|
$
|
—
|
|
|
|
Amortization related to postretirement benefit plans:
|
|
|
|
|
|
Prior year service cost
|
$
|
—
|
|
|
|
Unrecognized loss
|
—
|
|
|
|
|
Total
|
$
|
—
|
|
|
(a)
|
Tax
|
—
|
|
|
Provision for Income Taxes
|
|
Net of Tax
|
$
|
—
|
|
|
|
Reclassifications for the period
|
$
|
—
|
|
|
|
Six Months Ended June 30, 2017 (in thousands)
|
|
|
|
||
Details about Accumulated Other
Comprehensive Income Components |
Amount Reclassified from
Accumulated Other Comprehensive Income |
|
Affected Line Item in the Consolidated
Statements of Income |
||
Unrealized gains and losses on available-for-sale securities:
|
|
|
|
||
Net realized gain on investments
|
$
|
173
|
|
|
|
Other-than-temporary impairments
|
—
|
|
|
|
|
Total
|
$
|
173
|
|
|
Net realized investment gains
|
Tax
|
(60
|
)
|
|
Provision for Income Taxes
|
|
Net of Tax
|
$
|
113
|
|
|
|
Amortization related to postretirement benefit plans:
|
|
|
|
|
|
Prior year service cost
|
$
|
—
|
|
|
|
Unrecognized loss
|
(4
|
)
|
|
|
|
Total
|
$
|
(4
|
)
|
|
(a)
|
Tax
|
1
|
|
|
Provision for Income Taxes
|
|
Net of Tax
|
$
|
(3
|
)
|
|
|
Reclassifications for the period
|
$
|
110
|
|
|
|
(a)
|
These accumulated other comprehensive income components are not reclassified to net income in their entirety in the same reporting period. The amounts are presented within personnel costs on the Consolidated Statements of Income as amortized. Amortization and accretion related to postretirement benefit plans is included in the computation of net periodic pension costs, as discussed in Note 5.
|
(in thousands)
|
Three Months Ended
June 30, 2018
|
Six Months Ended
June 30, 2018
|
||||
Revenue from contracts with customers:
|
|
|
||||
Escrow and other title-related fees
|
$
|
2,149
|
|
$
|
3,653
|
|
Non-title services
|
1,696
|
|
3,288
|
|
||
Total revenue from contracts with customers
|
3,845
|
|
6,941
|
|
||
Other sources of revenue:
|
|
|
||||
Net premiums written
|
35,142
|
|
64,701
|
|
||
Investment related revenue
|
2,942
|
|
3,840
|
|
||
Other
|
7
|
|
230
|
|
||
Total Revenues
|
$
|
41,936
|
|
$
|
75,712
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Net premiums written
|
$
|
35,142
|
|
|
$
|
34,672
|
|
|
$
|
64,701
|
|
|
$
|
67,410
|
|
Escrow and other title-related fees
|
2,149
|
|
|
1,942
|
|
|
3,653
|
|
|
3,957
|
|
||||
Non-title services
|
1,696
|
|
|
1,515
|
|
|
3,288
|
|
|
2,878
|
|
||||
Interest and dividends
|
1,125
|
|
|
1,114
|
|
|
2,243
|
|
|
2,211
|
|
||||
Other investment income
|
1,181
|
|
|
766
|
|
|
1,450
|
|
|
995
|
|
||||
Net realized investment gains
|
288
|
|
|
83
|
|
|
441
|
|
|
186
|
|
||||
Net unrealized gain (loss) on equity investments
|
348
|
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
||||
Other
|
7
|
|
|
33
|
|
|
230
|
|
|
281
|
|
||||
Total Revenues
|
41,936
|
|
|
40,125
|
|
|
75,712
|
|
|
77,918
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Commissions to agents
|
16,427
|
|
|
16,598
|
|
|
30,452
|
|
|
32,929
|
|
||||
Provision (benefit) for claims
|
564
|
|
|
140
|
|
|
(842
|
)
|
|
860
|
|
||||
Personnel expenses
|
10,798
|
|
|
9,942
|
|
|
22,138
|
|
|
19,900
|
|
||||
Office and technology expenses
|
2,326
|
|
|
1,984
|
|
|
4,395
|
|
|
3,923
|
|
||||
Other expenses
|
3,007
|
|
|
3,115
|
|
|
5,530
|
|
|
5,509
|
|
||||
Total Operating Expenses
|
33,122
|
|
|
31,779
|
|
|
61,673
|
|
|
63,121
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before Income Taxes
|
8,814
|
|
|
8,346
|
|
|
14,039
|
|
|
14,797
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision for Income Taxes
|
1,894
|
|
|
2,672
|
|
|
2,946
|
|
|
4,657
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to the Company
|
$
|
6,947
|
|
|
$
|
5,675
|
|
|
$
|
11,123
|
|
|
$
|
10,151
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||||||||||||
(in thousands, except percentages)
|
2018
|
%
|
|
2017
|
|
%
|
|
2018
|
|
%
|
|
2017
|
|
%
|
||||||||||||
Home and Branch
|
$
|
10,736
|
|
30.6
|
%
|
|
$
|
10,394
|
|
|
30.0
|
%
|
|
$
|
19,353
|
|
|
29.9
|
%
|
|
$
|
19,677
|
|
|
29.2
|
%
|
Agency
|
24,406
|
|
69.4
|
%
|
|
24,278
|
|
|
70.0
|
%
|
|
45,348
|
|
|
70.1
|
%
|
|
47,733
|
|
|
70.8
|
%
|
||||
Total
|
$
|
35,142
|
|
100.0
|
%
|
|
$
|
34,672
|
|
|
100.0
|
%
|
|
$
|
64,701
|
|
|
100.0
|
%
|
|
$
|
67,410
|
|
|
100.0
|
%
|
|
Three Months Ended June, 30
|
|
Six Months Ended June 30,
|
||||||||||||
State (in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
North Carolina
|
$
|
14,570
|
|
|
$
|
13,307
|
|
|
$
|
26,198
|
|
|
$
|
25,530
|
|
Texas
|
6,303
|
|
|
6,688
|
|
|
11,714
|
|
|
12,859
|
|
||||
South Carolina
|
3,440
|
|
|
3,212
|
|
|
6,985
|
|
|
6,837
|
|
||||
Georgia
|
3,559
|
|
|
3,010
|
|
|
6,040
|
|
|
5,840
|
|
||||
Virginia
|
1,472
|
|
|
1,440
|
|
|
2,890
|
|
|
3,000
|
|
||||
All Others
|
5,904
|
|
|
7,073
|
|
|
11,044
|
|
|
13,458
|
|
||||
Premiums
|
35,248
|
|
|
34,730
|
|
|
64,871
|
|
|
67,524
|
|
||||
Reinsurance Assumed
|
—
|
|
|
3
|
|
|
2
|
|
|
3
|
|
||||
Reinsurance Ceded
|
(106
|
)
|
|
(61
|
)
|
|
(172
|
)
|
|
(117
|
)
|
||||
Net Premiums Written
|
$
|
35,142
|
|
|
$
|
34,672
|
|
|
$
|
64,701
|
|
|
$
|
67,410
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
(in thousands, except percentages)
|
2018
|
|
%
|
|
2017
|
|
%
|
|
2018
|
|
%
|
|
2017
|
|
%
|
||||||||||||
Title Insurance
|
$
|
30,903
|
|
|
93.3
|
%
|
|
$
|
29,760
|
|
|
93.6
|
%
|
|
$
|
57,419
|
|
|
93.1
|
%
|
|
$
|
59,307
|
|
|
94.0
|
%
|
All Other
|
2,219
|
|
|
6.7
|
%
|
|
2,019
|
|
|
6.4
|
%
|
|
4,254
|
|
|
6.9
|
%
|
|
3,814
|
|
|
6.0
|
%
|
||||
Total
|
$
|
33,122
|
|
|
100.0
|
%
|
|
$
|
31,779
|
|
|
100.0
|
%
|
|
$
|
61,673
|
|
|
100.0
|
%
|
|
$
|
63,121
|
|
|
100.0
|
%
|
•
|
changes in interest rates and real estate values;
|
•
|
other changes in general economic, business, and political conditions, including the overall performance of the financial and real estate markets;
|
•
|
potential reform of government sponsored mortgage entities;
|
•
|
the level of real estate transaction volumes, the level of mortgage origination volumes (including refinancing), the mix of title insurance between markets with varying real estate values, and changes to the insurance requirements of the participants in the secondary mortgage market, and the effect of these factors on the demand for title insurance;
|
•
|
the possible inadequacy of provisions for claims to cover actual claim losses;
|
•
|
the incidence of fraud-related losses;
|
•
|
unanticipated adverse changes in securities markets that could result in material losses to the Company's investments;
|
•
|
significant competition that the Company’s operating subsidiaries face, including the Company’s ability to develop and offer products and services that meet changing industry standards in a timely and cost-effective manner and expansion into new geographic locations;
|
•
|
the Company’s reliance upon the North Carolina and Texas markets for a significant portion of its premiums;
|
•
|
compliance with government regulation, including pricing regulation, and significant changes to applicable regulations or in their application by regulators;
|
•
|
the impact of governmental oversight of compliance of the Company's service providers, including the application of financial regulation designed to protect consumers;
|
•
|
possible downgrades from a rating agency, which could result in a loss of underwriting business;
|
•
|
the inability of the Company to manage, develop and implement technological advancements and prevent system interruptions or unauthorized system intrusions;
|
•
|
statutory requirements applicable to the Company’s insurance subsidiaries that require them to maintain minimum levels of capital, surplus and reserves and that restrict the amount of dividends they may pay to the Company without prior regulatory approval;
|
•
|
the desire to maintain capital above statutory minimum requirements for competitive, marketing and other reasons;
|
•
|
heightened regulatory scrutiny and investigations of the title insurance industry;
|
•
|
the Company’s dependence on key management and marketing personnel, the loss of whom could have a material adverse effect on the Company’s business;
|
•
|
difficulty managing growth, whether organic or through acquisitions;
|
•
|
unfavorable economic or other conditions could cause the Company to record impairment charges for all or a portion of its goodwill and other intangible assets;
|
•
|
policies and procedures for the mitigation of risks that may be insufficient to prevent losses;
|
•
|
the shareholder rights plan could discourage transactions involving actual or potential changes of control; and
|
•
|
other risks detailed elsewhere in this document and in the Company’s other filings with the SEC.
|
(a)
|
None
|
(b)
|
None
|
(c)
|
The following table provides information about purchases by the Company (and all affiliated purchasers) during the quarter ended
June 30, 2018
of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:
|
|
Issuer Purchases of Equity Securities (unrounded)
|
|
|
|||||||||
Period |
Total Number of Shares Purchased |
|
Average Price Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plan |
|
Maximum
Number of Shares that May Yet Be Purchased Under the Plan |
|||||
Beginning of period
|
|
|
|
|
|
|
428,295
|
|
||||
April 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
428,295
|
|
May 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
428,295
|
|
June 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
428,295
|
|
Total:
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
428,295
|
|
31(i)
|
|
|
|
31(ii)
|
|
|
|
32
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
INVESTORS TITLE COMPANY
|
|
|
|
|
|
By:
|
/s/ James A. Fine, Jr.
|
|
|
James A. Fine, Jr., President, Treasurer, Chief
|
|
|
Financial Officer, Chief Accounting Officer and
|
|
|
Director (
Principal Financial Officer and
|
|
|
Principal Accounting Officer
)
|
1 Year Investors Title Chart |
1 Month Investors Title Chart |
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