UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____.
Commission file number:
HG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, Zip Code)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 13, 2024,
ITEM 1. Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Investments | ||||||||
| Fixed income securities, held-to-maturity | ||||||||
| Investments in limited partnerships | ||||||||
| Investments in related parties | ||||||||
| Accounts receivable | ||||||||
| Interest and dividend receivables | ||||||||
| Prepaid expenses | ||||||||
| Property, plant and equipment, net | ||||||||
| Lease assets | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued salaries, wages and benefits | ||||||||
| Escrow liabilities | ||||||||
| Other accrued expenses | ||||||||
| Reserve for title claims | ||||||||
| Lease liabilities | ||||||||
| Other liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, $ par value, shares authorized as of June 30, 2024 and December 31, 2023; and shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| Noncontrolling interests | ( | ) | ( | ) | ||||
| Total equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three Months | Six Months | |||||||||||||||
| Ended | Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues: | ||||||||||||||||
| Net premiums written | $ | $ | $ | $ | ||||||||||||
| Escrow and other title fees | ||||||||||||||||
| Management fees from related parties | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of revenues: | ||||||||||||||||
| Underwriting expenses | ||||||||||||||||
| Provision for title claim losses | ||||||||||||||||
| Search and other fees | ||||||||||||||||
| Total cost of revenues | ||||||||||||||||
| Gross underwriting profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/expenses: | ||||||||||||||||
| Net investment income | ||||||||||||||||
| Other income, net | ||||||||||||||||
| (Loss) income from investments in related parties, net | ( | ) | ( | ) | ( | ) | ||||||||||
| (Loss) income from operations before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense | ||||||||||||||||
| Net (loss) income | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ) | ( | ) | ||||||||||||
| Net (loss) income attributable to the Company's shareholders | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Basic and diluted net (loss) income attributable to the Company's shareholders per share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)
| Additional |
Retained |
|||||||||||||||||||||||
| Common Stock |
Paid-in |
Earnings |
Noncontrolling |
|||||||||||||||||||||
| Shares |
Common Stock |
Capital |
(Deficit) |
Interest |
Total |
|||||||||||||||||||
| Balance at January 1, 2024 |
$ | $ | $ | $ | (17 | ) | $ | |||||||||||||||||
| Net income (loss) |
- | - | - | ( |
) | ( |
) | |||||||||||||||||
| Subsidiary distribution to non-controlling interest shareholders (1) |
- | ( |
) | ( |
) | |||||||||||||||||||
| Repurchase of common stock |
- | - | - | |||||||||||||||||||||
| Balance at March 31, 2024 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Net (loss) income |
- | ( |
) | ( |
) | |||||||||||||||||||
| Subsidiary distribution to non-controlling interest shareholders (1) |
- | ( |
) | ( |
) | |||||||||||||||||||
| Repurchase of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Balance at June 30, 2024 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Balance at January 1, 2023 |
$ | $ | $ | $ | $ | |||||||||||||||||||
| Net loss |
- | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||
| Repurchase of common stock |
( |
) | ( |
) | ||||||||||||||||||||
| Balance at March 31, 2023 |
$ | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) |
- | ( |
) | |||||||||||||||||||||
| Repurchase of common stock |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Balance at June 30, 2023 |
$ | $ | $ | $ | $ | |||||||||||||||||||
| (1) |
During the six months ended June 30, 2024, the Company distributed earnings related to non-controlling interest holders of Omega National Title of Florida, LLC and Omega National Title of Pensacola, LLC. |
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| For the Six Months Ended |
||||||||
| June 30, |
||||||||
| 2024 |
2023 |
|||||||
| Net income (loss) attributable to the Company's shareholders |
$ | ( |
) | $ | ( |
) | ||
| Net income (loss) attributable to noncontrolling interests |
( |
) | ||||||
| Net income (loss) |
( |
) | ( |
) | ||||
| Adjustments to reconcile net income (loss) to net cash flows from operating activities: |
||||||||
| Depreciation expense |
||||||||
| Amortization expense |
||||||||
| Dividends on HC Realty common stock |
||||||||
| Change in net asset value of investment in limited partnership |
( |
) | ||||||
| Amortization of premium and accretion of discount, net |
( |
) | ||||||
| Loss from investments in related parties |
||||||||
| Changes in assets and liabilities: |
||||||||
| Prepaid expenses and interest and dividends receivable |
( |
) | ||||||
| Accounts receivable |
( |
) | ( |
) | ||||
| Lease assets |
||||||||
| Other assets |
( |
) | ||||||
| Accounts payable |
( |
) | ||||||
| Accrued salaries, wages, and benefits |
||||||||
| Unearned premium reserve |
( |
) | ||||||
| Escrow liabilities |
||||||||
| Reserve for title claims |
( |
) | ||||||
| Other accrued expenses |
( |
) | ||||||
| Lease liabilities |
( |
) | ( |
) | ||||
| Other liabilities |
||||||||
| Net cash provided by operating activities |
||||||||
| Cash flows from investing activities: |
||||||||
| Purchases of property, plant, and equipment |
( |
) | ||||||
| Purchases of investments |
( |
) | ||||||
| Proceeds from sale of investments |
||||||||
| Net cash (used in) provided by investing activities |
( |
) | ||||||
| Cash flows from financing activities: |
||||||||
| Repurchase of shares of common stock |
( |
) | ( |
) | ||||
| Subsidiary distributions paid to non-controlling interest shareholders |
( |
) | ||||||
| Net cash used in financing activities |
( |
) | ( |
) | ||||
| Net increase in cash and cash equivalents and restricted cash |
||||||||
| Cash and cash equivalents and restricted cash at beginning of period |
||||||||
| Cash and cash equivalents and restricted cash at end of period |
$ | $ | ||||||
| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash |
||||||||
| Cash and cash equivalents and restricted cash |
$ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
| 1. | Basis of Presentation and Nature of Operations |
These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements. However, the Company (as defined below) believes that the disclosures made are adequate for a fair presentation of results of operations and financial position. In addition, the year-end consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. In the opinion of the Company, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. All such adjustments are of a normal recurring nature. Operating results for the interim periods reported herein may not be indicative of the results expected for the year. These consolidated financial statements should be read in conjunction with the financial statements and accompanying notes included in the Company’s latest Annual Report on Form 10-K filed with the SEC on March 28, 2024 (the “2023 Form 10-K”).
HG Holdings, Inc. (together with its consolidated subsidiaries, the “Company,” “we,” ‘us” or “our”), operates through its subsidiaries, National Consumer Title Insurance Company (“NCTIC”), National Consumer Title Group, LLC (“NCTG”), Title Agency Ventures, LLC (“TAV”), HG Managing Agency, LLC (“HGMA”), Omega National Title Agency, LLC (“ONTA” or “Omega”), Omega National Title of Florida, LLC (“ONF”) and Omega National Title of Pensacola, LLC (“ONP”), and through an affiliated investment in HC Government Realty Trust, Inc., a Maryland corporation (“HC Realty”).
Description of the Business
Title Insurance
The Company engages in issuing title insurance through its subsidiary, NCTIC, and providing title agency services through its subsidiaries, NCTG, TAV, ONTA, ONF and ONP. Through NCTIC, the Company underwrites title insurance for owners and mortgagees as the primary insurer. The Company mainly provides title insurance services in the state of Florida.
Title insurance protects against loss or damage resulting from title defects that affect real property. When real property is conveyed from one party to another, occasionally there is an undisclosed defect in the title or a mistake or omission in a prior deed, will or mortgage that may give a third party a legal claim against such property. If a covered claim is made against real property, title insurance provides indemnification against insured defects. There are two basic types of title insurance policies – one for the mortgage lender and one for the real property owner. A lender often requires the property owner to purchase a lender’s title insurance policy to protect its position as a holder of a mortgage loan, but the lender’s title insurance policy does not protect the property owner. The property owner has to purchase a separate owner’s title insurance policy to protect its investment.
NCTIC issues title insurance policies through its home office and through a network of affiliated and independent title agents. In the state of Florida, issuing agents are independent agents or subsidiaries of community and regional mortgage lending institutions, depending on local customs and regulations. The ability to attract and retain issuing agents is a key determinant of the Company’s growth in title insurance premiums written.
Revenues for the title insurance segment primarily result from purchases of new and existing residential and commercial real estate, refinance activity and certain other types of mortgage lending such as home equity lines of credit. Title insurance premiums vary from state to state and are subject to extensive regulation. Statutes generally provide that rates must not be excessive, inadequate or unfairly discriminatory. The process of implementing a rate change in most states involves pre-approval by the applicable state insurance regulator.
The substantial majority of the Company's title insurance business is dependent upon the overall level of residential and commercial real estate activity and mortgage markets, which are cyclical and seasonal. Residential purchase activity is typically slower in the winter months with increased volumes in the spring and summer months and is sensitive to interest rates. Refinance activity is not seasonal, but is generally correlated with changes in interest rates and general economic cycles. Commercial real estate volumes are less sensitive to changes in interest rates than residential real estate volumes, but fluctuate based on local supply and demand conditions and financing availability. Commercial real estate historically has elevated activity towards the end of the year. However, changes in general economic conditions in the United States and abroad can cause fluctuations in these traditional patterns of real estate activity, and changes in the general economic conditions in a geography can cause fluctuations in these traditional patterns of real estate activity in that geography. The Company’s revenues from title insurance premiums in future periods are likely to fluctuate due to these and other factors which are beyond management’s control.
In conducting its title insurance operations, the Company often holds customers’ assets in escrow, pending completion of real estate transactions. This cash is presented as restricted cash on the Company’s Consolidated Balance Sheets. The Company records an offsetting escrow liability given that we are liable for the disposition of these escrowed funds.
Real Estate
The Company engages in rental real estate through its equity investment in HC Realty. HC Realty is an internally-managed real estate investment trust (“REIT”) focused on acquiring, developing, financing, owning and managing build-to-suit or renovate-to-suit, single-tenant properties leased primarily to the U.S. government and administered by the U.S. General Services Administration or directly by the federal government agencies or sub-agencies occupying such properties (referred to as “Government Properties”). HC Realty invests primarily in Government Properties ranging from
The Company currently owns
As of June 30, 2024, HC Realty owned
Reinsurance
The Company, through the formation of White Rock USA Cell 47, previously engaged in providing another insurance company excess-of-loss reinsurance coverage related to catastrophic weather risk in Texas. The Company did have any reinsurance contracts in-force during the six-month periods ended June 30, 2024 and June 30, 2023; however, the Company may actively look to provide reinsurance coverage to other carriers as future opportunities arise.
Management Advisory Services
The Company, through its wholly-owned subsidiary, HGMA, engages in providing various management advisory services such as legal entity formation, licensure, regulatory approval, assumption of policies, and other general operational services.
Effective January 1, 2024, the Company, through HGMA, is engaged to provide management advisory services to a related captive managing general agency, HP Managing Agency, LLC ("HPMA"), and its affiliates, including but not limited to general management, legal compliance, strategy services and review of potential acquisitions and transactions. The engagement is for twelve months from January 1, 2024 through December 31, 2024, for a monthly fee of $
Effective April 1, 2023, the Company, through HGMA, was engaged to provide management advisory services to a related captive managing general agency, HPMA, regarding its affiliated entity's anticipated assumption of policies from Citizens Property Insurance Company. The services included underwriting, modeling, and advising on the subset of potential policies selected for the proposed assumption. The engagement was for six months from April 1, 2023 at a monthly fee of $
Effective April 1, 2023, the Company, through HGMA, was also engaged to provide management advisory services to a related reinsurance intermediary affiliated with HPMA. The services include legal entity formation, licensure, regulatory approval, and other general operational services to allow the intermediary to adequately perform its business functions. The engagement was initially for twelve months from April 1, 2023 at a monthly fee of $
For information about our reportable segments, refer to Note 9, Segment Information.
| 2. | Significant Accounting Policies |
During the six months ended June 30, 2024, there have been no material changes to the Company’s significant accounting policies as described in its 2023 Form 10-K.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, that requires public entities to provide enhanced segment disclosures, including significant segment expenses and other segment items. The amendment is effective for public entities for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impacts of this standard on our segment disclosures and is not planning to early adopt.
In December 2023, the FASB also issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, that requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciling items in some categories if items meet a quantitative threshold. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. All entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The amendment is effective for public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impacts of this standard on our tax disclosures and is not planning to early adopt.
Reclassifications
Certain comparative figures have been reclassified to conform to the current quarter presentation.
| 3. | Investments in Related Parties |
The following table summarizes the Company’s investment in HC Realty as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023 (dollar amounts in thousands):
| (Loss) Income recorded in the Consolidated | ||||||||||||||||||||||||||||||||
| Ownership % | Carrying Value | Statements of Operations (b) | ||||||||||||||||||||||||||||||
| For the Three | For the Six | |||||||||||||||||||||||||||||||
| Months Ended | Months Ended | |||||||||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||||||||
| June 30, | December 31, | June 30, | December 31, | |||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||
| HC Series B Stock (a) | % | % | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| HC Common Stock | % | % | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Total | % | % | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| (a) | Represents investments in shares of HC Series B Stock with a basis of $ |
| (b) | Loss from these investments is included in “(Loss) income from investments in related parties, net” in the Unaudited Consolidated Statements of Operations. Since HC Realty is a REIT and not a taxable entity, the loss is not reported net of taxes. |
The Company’s investment in HC Common Stock is accounted for under the equity method of accounting as the Company has concluded it has a significant influence over the investee. The HC Series B Stock is not deemed to be in-substance common stock and is accounted for under the cost adjusted for market observable events less impairment method. Both investments in HC Common Stock and HC Series B Stock are evaluated quarterly for impairment. During the three and six months ended June 30, 2024 and 2023, the Company did not recognize any impairments of HC Series B Stock. During the three- and six-month periods ended June 30, 2024, the Company recognized an impairment of HC Common Stock in the amount of $
As a result of the Company’s holding in HC Realty, the Company includes the following summarized income statement information of HC Realty for the three and six months ended June 30, 2024 and 2023 (in thousands):
| Three Months | Six Months | |||||||||||||||
| Ended | Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Total expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The Company’s other investments in related parties totaled $
| 4. | Investments |
The following table details investments by major investment category, other than investments in related parties, at June 30, 2024 and December 31, 2023 (in thousands):
| June 30, 2024 | December 31, 2023 | |||||||||||||||
| Cost/Amortized | Cost/Amortized | |||||||||||||||
| Fair Value | Cost, Net | Fair Value | Cost, Net | |||||||||||||
| U.S. government and agency securities, held-to-maturity (1) | $ | $ | $ | $ | ||||||||||||
| Investment in limited partnership, at net asset value (2) | ||||||||||||||||
| Total investments | $ | $ | $ | $ | ||||||||||||
| (1) | Our held-to-maturity investment portfolio is reported at amortized cost, net of valuation allowance. All securities within the portfolio are rated AA+ by Standard & Poor’s Rating Services (“S&P”). |
| (2) | As of June 30, 2024, there are |
Held-to-Maturity
The following tables provide the amortized cost, gross unrealized investment gains (losses), and fair value of the Company’s held-to-maturity securities as of June 30, 2024 and December 31, 2023 (in thousands):
| June 30, 2024 | ||||||||||||||||
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | ||||||||||||||
| Costs | Gains | Losses | Fair Value | |||||||||||||
| U.S. government and agency securities, held-to-maturity | $ | $ | $ | ( | ) | $ | ||||||||||
| December 31, 2023 | ||||||||||||||||
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | ||||||||||||||
| Costs | Gains | Losses | Fair Value | |||||||||||||
| U.S. government and agency securities, held-to-maturity | $ | $ | $ | ( | ) | $ | ||||||||||
The table below summarizes our fixed-income securities at June 30, 2024 (dollars in thousands) by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturities of those obligations.
| Amortized | Percent of | Percent | ||||||||||||||
| Cost | Total | Fair Value | of Total | |||||||||||||
| Due in one year or less | $ | % | $ | % | ||||||||||||
| Total | $ | % | $ | % | ||||||||||||
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 Unaudited 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: Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we can access.
Level 2: Assets and liabilities whose values are based on the following:
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 active; or
c. Valuation models whose inputs are observable, directly, or indirectly, for substantially the full term of the asset or liability.
Level 3: Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect our estimates of the assumptions that market participants would use in valuing the assets and liabilities.
Where available, 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-party pricing service that utilizes quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other relevant inputs to estimate the fair value of those securities for which quoted prices are unavailable.
Our fixed-income securities are classified as held-to-maturity and are reported at amortized cost as of June 30, 2024 and December 31, 2023. The Company performs ongoing impairment evaluations, and we did not record any current expected credit losses (CECL) during the three or six months ended June 30, 2024 and 2023, as U.S. government and agency securities are assumed to have no risk of non-payment.
The disclosed fair value of our fixed-income securities is initially calculated by a third-party pricing service. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of proprietary models, produce valuation information in the form of a single fair value for individual fixed-income and other securities for which a fair value has been requested. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, liquidity spreads, currency rates and other information, as applicable. Credit and liquidity spreads are typically implied from completed transactions and transactions of comparable securities. Valuation service providers also use proprietary discounted cash flow models that are widely accepted in the financial services industry and similar to those used by other market participants to value the same financial information. The valuation models take into account, among other things, market observable information as of the measurement date, as described above, as well as the specific attributes of the security being valued, including its term, interest rate, credit rating, industry sector and, where applicable, collateral quality and other issue or issuer specific information. Executing valuation models effectively requires seasoned professional judgment and experience.
The following tables present fair value, by valuation hierarchy, and carrying value of the financial instruments not measured at fair value for which fair value is disclosed as of June 30, 2024 and December 31, 2023 (in thousands):
| June 30, 2024 | ||||||||||||||||||||
| Total Fair | Carrying | |||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Value | Value (1) | ||||||||||||||||
| U.S. government and agency securities, held-to-maturity | $ | $ | $ | $ | $ | |||||||||||||||
| December 31, 2023 | ||||||||||||||||||||
| Total Fair | Carrying | |||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Value | Value (1) | ||||||||||||||||
| U.S. government and agency securities, held-to-maturity | $ | $ | $ | $ | $ | |||||||||||||||
| (1) | The carrying value measurements in the tables above do not equal Investments on our Unaudited Consolidated Balance Sheets as they exclude the Company's investment in limited partnership carried at NAV (as defined below) as a practical expedient. |
The Company has elected the practical expedient for fair value for its investment in limited partnership which is estimated based on our share of the net asset value (“NAV”) of the limited partnership, as provided by the independent fund administrator. The Company’s share of the NAV represents the Company’s proportionate interest in the members’ equity of the limited partnership.
The Company’s investments in related parties are accounted for either under the equity method of accounting or, where they do not meet the criteria of accounting under the equity method, under the cost adjusted for market observable events less impairment method. For information about the Company’s investments in related parties, refer to Note 3, Investments in Related Parties.
Net investment income
Net investment income for the three or six months ended June 30, 2024 and 2023 is detailed below (in thousands):
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 | |||||||||||||
| Interest on: | ||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||
| Fixed income securities | ||||||||||||||||
| Dividends on investment in HC Series B Stock | ||||||||||||||||
| Change in NAV of investment in limited partnership | ||||||||||||||||
| Less: Investment expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net investment income | $ | $ | $ | $ | ||||||||||||
| 5. | Subordinated Note Receivable |
On September 6, 2018, the Company entered into a Subordinated Secured Promissory Note in the principal amount of $
As a result of the Company’s recording of impairment losses in prior quarters, based on current information and events, including the impact of COVID-19 on S&L’s business and its customers, the Company fully impaired the S&L Note as of December 31, 2022. Upon maturity on March 2, 2023, S&L informed the Company that it will not be able to pay the Company any amounts outstanding including principal or interest due. Any future recoveries from S&L, if any, will be recognized as Other Income on the Company’s Unaudited Consolidated Statements of Operations when the recoveries are recognized.
| 6. | 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 yet reported (“IBNR”). Despite the variability of such estimates, management believes that the total reserve for claims is adequate to cover claim losses which might result from pending and future claims under title insurance policies issued through June 30, 2024. We continually update loss reserve estimates as new information becomes known, new loss patterns emerge or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses. Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that additional reserve adjustments may be required in future periods in order to maintain our recorded reserve within a reasonable range of our actuary's central estimate.
A reconciliation of the activity in the reserves account for the six-month periods ended June 30, 2024 and 2023 is as follows (in thousands):
| For the Six | For the Six | |||||||
| Months Ended | Months Ended | |||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Beginning Reserves | $ | $ | ||||||
| Provision for claims related to: | ||||||||
| Current year | ||||||||
| Prior years | ||||||||
| Total provision for claim losses | ||||||||
| Claims paid related to: | ||||||||
| Current year | ( | ) | ||||||
| Prior years | ||||||||
| Total title claims paid | ( | ) | ||||||
| Ending Reserves | $ | $ | ||||||
At June 30, 2024, there were
For the six months ended June 30, 2024, there was no development of the net provision for claims attributable to insured events of the prior year as a result of estimation of the reserve for claims. Original estimates of ultimate loss exposures are decreased or increased as additional information becomes known during the adjustment process regarding individual claims.
A summary of the Company’s loss reserves at June 30, 2024 and December 31, 2023 is as follows (in thousands):
| As of June 30, 2024 | As of December 31, 2023 | |||||||
| Known title claims | $ | $ | ||||||
| IBNR title claims | ||||||||
| Total title claims | ||||||||
| Non-title claims | ||||||||
| Total title claims reserves | $ | $ | ||||||
| 7. | Reinsurance |
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 three- and six-month periods ended June 30, 2024 and 2023, NCTIC's reinsurance program consisted of excess of loss reinsurance treaties. The following is a summary of the reinsurance coverage:
Effective January 1, 2024, NCTIC entered into a per risk excess of loss reinsurance agreement that provides coverage of $
Effective January 1, 2023, NCTIC entered into a per risk excess of loss reinsurance agreement that provided coverage of $
NCTIC’s reinsured risks are treated, to the extent of reinsurance, as though they are risks for which the Company is not liable. However, NCTIC remains contingently liable in the event its reinsurers do not meet their obligations under these reinsurance contracts. NCTIC uses a broker to place its reinsurance through Lloyd’s syndicates, a group of underwriters who work together to provide insurance coverage for a variety of risks. Chaucer Syndicates Ltd. (“Chaucer Syndicates”) and Beazley Syndicate (“Beazley”) are each
The effects of reinsurance on the title premiums written and earned at NCTIC for the three- and six-month periods ended June 30, 2024 and 2023 are as follows (in thousands):
| Three Months | Six Months | |||||||||||||||
| Ended | Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Direct title premiums | $ | $ | $ | $ | ||||||||||||
| Ceded title premiums | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net title premiums written (1) | $ | $ | $ | $ | ||||||||||||
| (1) | Net title premiums written disclosed in the table above is of NCTIC only and is included as part of the "Net premiums written" on the Consolidated Statements of Operations. |
The Company did not have any written reinsurance contracts in-force during the three- and six-month periods ended June 30, 2024. The Company may actively look to provide reinsurance coverage to other carriers as future opportunities arise.
| 8. | Statutory Reporting and Requirements |
NCTIC's assets, liabilities, and results of operations have been reported in accordance with U.S. 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 (“NAIC”), state laws and regulations, as well as through general practices. The principal differences between SAP and U.S. GAAP are that under SAP: (1) certain assets that are not admitted assets are eliminated from the balance sheet, (2) a supplemental reserve for claims is charged directly to unassigned surplus rather than provision for claims under U.S. GAAP, and (3) differences may arise in the computation of deferred income taxes. The Company must file with applicable state insurance regulatory authorities an “Annual Statement” which reports, among other items, net income (loss) and stockholders' equity (called “surplus as regards policyholders” in statutory reporting).
NCTIC is subject to regulations and standards of the Florida Office of Insurance Regulation (“FLOIR”). These standards and regulations include a requirement that the insurance entities domiciled in the State of Florida maintain specified levels of statutory capital and restrict the timing and amount of dividends and other distributions that may be paid by the insurance entities to the parent company. As of June 30, 2024, NCTIC’s statutory surplus is $
| 9. | Segment Information |
The Company has reportable segments: title insurance, real estate, reinsurance, and management advisory services. The remaining immaterial segments have been combined into a group called “Corporate and Other.” See Note 1, Basis of Presentation and Nature of Operations for a description of the Company’s segments.
Provided below is selected financial information about the Company’s operations by segment for the three months ended June 30, 2024 (in thousands):
| Management | ||||||||||||||||||||||||
| Title | Real | Advisory | Corporate | |||||||||||||||||||||
| Insurance | Estate | Reinsurance | Services | and Other | Total | |||||||||||||||||||
| Insurance and other services revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other income and expenses | ( | ) | ( | ) | ||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||
| Goodwill and intangible assets, net (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | The Company does not allocate its assets by segment, with the exception of Goodwill and Intangible assets. |
Provided below is selected financial information about the Company’s operations by segment for the three months ended June 30, 2023 (in thousands):
| Management | ||||||||||||||||||||||||
| Title | Real | Advisory | Corporate | |||||||||||||||||||||
| Insurance | Estate | Reinsurance | Services | and Other | Total | |||||||||||||||||||
| Insurance and other services revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other income and expenses | ||||||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Goodwill and intangible assets, net (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | The Company does not allocate its assets by segment, with the exception of Goodwill and Intangible assets. |
Provided below is selected financial information about the Company’s operations by segment for the six months ended June 30, 2024 (in thousands):
| Management | ||||||||||||||||||||||||
| Title | Real | Advisory | Corporate | |||||||||||||||||||||
| Insurance | Estate | Reinsurance | Services | and Other | Total | |||||||||||||||||||
| Insurance and other services revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other income and expenses | ( | ) | ||||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||
| Goodwill and intangible assets, net (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | The Company does not allocate its assets by segment, with the exception of Goodwill and Intangible assets. |
Provided below is selected financial information about the Company’s operations by segment for the six months ended June 30, 2023 (in thousands):
| Management | ||||||||||||||||||||||||
| Title | Real | Advisory | Corporate | |||||||||||||||||||||
| Insurance | Estate | Reinsurance | Services | and Other | Total | |||||||||||||||||||
| Insurance and other services revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other income and expenses | ||||||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Goodwill and intangible assets, net (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | The Company does not allocate its assets by segment, with the exception of Goodwill and Intangible assets. |
| 10. | Income taxes |
During the six months ended June 30, 2024, the Company recorded a non-cash credit to its valuation allowance of $
The Company maintains a valuation allowance against deferred tax assets that currently exceeds our deferred tax liabilities. The primary assets covered by this valuation allowance are net operating loss carry-forwards. The valuation allowance was calculated in accordance with the provisions of FASB Accounting Standards Codification ("ASC") 740, Income Taxes, which requires an assessment of both positive and negative evidence when measuring the need for a valuation allowance. The Company’s results over the most recent four-year period were heavily affected by business restructuring activities. The Company’s cumulative loss represented sufficient negative evidence to require a valuation allowance. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support its reversal, resulting in no deferred tax asset balance being recognized. Should the Company determine that it will not be able to realize all or part of its deferred tax asset in the future, an adjustment to the deferred tax asset will be charged to income in the period such determination is made.
As of June 30, 2024, the Company has
The Company’s effective tax rates were (
| 11. | Stockholders’ Equity |
Basic earnings (loss) per common share are based upon the weighted average shares outstanding. Outstanding stock options and restricted stock are treated as potential common stock for purposes of computing diluted earnings (loss) per share. Basic and diluted earnings (loss) per share are calculated using the following share data (in thousands):
| Three Months | Six Months | |||||||||||||||
| Ended | Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Weighted average shares outstanding for basic calculation | $ | $ | ||||||||||||||
| Add: Effect of dilutive stock awards | ||||||||||||||||
| Weighted average shares outstanding, adjusted for diluted calculation | $ | $ | ||||||||||||||
For the three- and six-month periods ended June 30, 2024 and 2023, there were no stock options or restricted stock awards outstanding.
On August 5, 2022, the Company’s board of directors (the “Board”) authorized the repurchase of up to $
On May 14, 2024, the Board authorized the repurchase of up to $
During the three and six months ended June 30, 2024, the Company repurchased
During the three months ended June 30, 2023, the Company repurchased
During the three and six months ended June 30, 2024 and June 30, 2023, the Company did declare or pay any dividends to its holders of common stock.
| 12. | Goodwill and Intangible Assets |
Goodwill
The Company historically recognized $
Intangible Assets
The following is a summary of intangible assets excluding goodwill recorded as intangible assets on our Unaudited Consolidated Balance Sheets at June 30, 2024 and December 31, 2023 (in thousands):
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Intangible assets subject to amortization | $ | $ | ||||||
| Total | $ | $ | ||||||
Intangible assets subject to amortization consisted of the following as of June 30, 2024 (dollars in thousands):
| Weighted-average | ||||||||||||||||
| remaining | ||||||||||||||||
| amortization period | Gross carrying | Accumulated | Net carrying | |||||||||||||
| (in years) | amount | amortization | amount | |||||||||||||
| Noncompetition agreement | $ | $ | ( | ) | $ | |||||||||||
| Total | $ | $ | ( | ) | $ | |||||||||||
Amortization expense of the intangible assets for the three- and six-month periods ended June 30, 2024 was $
Estimated amortization expense of the intangible assets to be recognized by the Company during the remainder of 2024 and over the following years is as follows (in thousands):
| Estimated Amortization | ||||
| Year ending December 31, | Expense | |||
| Remaining in 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total | $ | |||
| 13. | Commitments and Contingencies |
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 materially differ from the Company’s estimates. With respect to our title insurance operations, this customary litigation includes but is not limited to a wide variety of cases arising out of or related to title and escrow claims, for which we make provisions through our loss reserves. See Note 6, Reserve for Title Claims, for further information. None of these claims and lawsuits, in management’s opinion, will have a material adverse effect on our Consolidated Financial Statements.
Litigation
The Company’s subsidiaries are parties to legal actions incidental to their business. As of June 30, 2024, management believed that the resolution of these matters would not materially affect our financial condition or results of operations.
Citibank Foreclosure Against Unrelated Third Party
On May 13, 2024, the Company was served with a foreclosure action filed by Citibank, N.A., primarily against two individually named defendants. The Company was identified as a co-defendant in this matter as the Company has a recorded judgment against one of the primary defendants. The Company has retained outside counsel in this matter in efforts to preserve any claim the Company may have to said recorded judgment against the primary defendant. Given the posture of the litigation, management does not believe this matter will result in a material adverse effect on the Company’s financial statements.
Zaske Omega Litigation
On April 18, 2024, one of the Company’s subsidiaries, Omega, was served with litigation in the Circuit Court in and for Broward County, Florida. The case, instituted by Thomas Zaske and Patty Sczygiel (collectively "Plaintiffs") alleges that Omega was negligent and breached its fiduciary duty in the process of conducting a closing on certain real estate. Further, Plaintiffs maintain that Omega, and a non-affiliated co-defendant in the matter, fraudulently concealed certain past transactions of a similar nature not involving the Plaintiffs. Omega has retained outside counsel and the Company believes that there is no merit to any claims being made against Omega. Therefore, the Company believes it is unlikely that the case will result in a material adverse effect on the Company’s consolidated financial statements.
Omega Employee Litigation
During the first quarter of 2024, one of the Company’s subsidiaries, Omega, became involved in litigation in the United States District Court for the Middle District of Florida. The case, instituted by a former Omega employee, alleges that the former employee was separated from Omega in a manner inconsistent with the Americans with Disabilities Act and the Florida Civil Rights Act. Omega has retained outside counsel and the Company believes that there is no merit to any claims being made against Omega. Therefore, the Company believes it is unlikely that the case will result in a material adverse effect on the Company’s consolidated financial statements.
Fednat Underwriters, Inc. Bankruptcy & Related Proof of Claim
As disclosed in a Current Report on Form 8-K filed by FedNat Holding Company (“FedNat”) with the SEC on December 12, 2022, on December 11, 2022, FedNat and certain of its wholly-owned subsidiaries, including FedNat Underwriters, Inc. (“FNU”), filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Florida in order to maximize value for all stakeholders. As part of the Chapter 11 process, FedNat will evaluate all strategic alternatives to maximize value for stakeholders, whether that be a reorganization of its business or a sale of its assets.
On January 26, 2023, the United States Bankruptcy Court for the Southern District of Florida, Ft. Lauderdale Division, entered an order (the “Order”) granting a motion from the debtors (including FNU) pursuant to Section 365(a) of the Bankruptcy Code authorizing such debtors to reject that certain Management Advisory Services Agreement dated and effective as of July 1, 2022 (the “Advisory Services Agreement”) between HGMA and FNU. Based on the Order, the Advisory Services Agreement was deemed rejected as of December 12, 2022.
Effective with the rejection of the Advisory Services Agreement, the Company will no longer earn compensation for the remaining duration of the agreement. On February 21, 2023, the Company filed a proof of claim for $
On July 27, 2023, FNU and HGMA, amongst other parties, entered into a settlement agreement (the “Settlement Agreement”) addressing both claims identified herein. In the Settlement Agreement, FNU and HGMA agreed that the cumulative amount allowed for both proofs of claim was $
Leases
Right-of-use assets and lease liabilities related to operating leases under ASC Topic 842, Leases (“ASC Topic 842”), are recorded when the Company and its subsidiaries are party to a contract, which conveys the right for it to control an asset for a specified period of time. Substantially all of our operating lease arrangements relate to rented office space and real estate for our title operations. The Company is not a party to any material contracts considered finance leases. Right-of-use assets and lease liabilities under ASC Topic 842 are recorded as Lease assets and Lease liabilities, respectively, on the Unaudited Consolidated Balance Sheets.
The Company’s operating leases range in term from to years. As of June 30, 2024, the weighted-average remaining lease term of our operating leases was
The Company’s lease agreements do not contain material variable lease payments, buyout options, residual value guarantees or restrictive covenants.
Most of the Company’s leases include one or more options to renew, with renewal terms that can extend the lease term by varying amounts. The exercise of lease renewal options is at our sole discretion. We do not include options to renew in our measurement of lease assets and lease liabilities as they are not considered reasonably assured of exercise as of June 30, 2024.
The lease liability is determined by discounting future lease payments using a discount rate based on the Company’s incremental borrowing rate for similar collateralized borrowing. The discount rate is calculated using estimates of capitalization rates and borrowing rates. As of June 30, 2024, the weighted-average discount rate used to determine our operating lease liability was
Lease expense included in general and administrative expenses on the Unaudited Consolidated Statements of Operations was $
Future minimum rental commitments as of June 30, 2024 under these leases are expected to be as follows (in thousands):
| Remainder of 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total lease payments, undiscounted | $ | |||
| Less: present value discount | ( | ) | ||
| Lease liabilities, at present value | $ |
The above table does not include future minimum rental commitments of one lease that has not yet commenced as of June 30, 2024. The minimum rental commitment over the duration of this lease is approximately $144,000.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the accompanying Unaudited Consolidated Financial Statements, the notes thereto and the other unaudited financial data included in this Quarterly Report on Form 10-Q. The following discussion should also be read in conjunction with the audited consolidated financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024. The terms the “Company”, “we”, “our” or “us” refer to HG Holdings, Inc., together with its consolidated subsidiaries, and unless otherwise defined herein, capitalized terms used herein shall have the same meanings as set forth in our accompanying Unaudited Consolidated Financial Statements and the notes thereto.
Forward-Looking Statements
Certain statements made in this report are not based on historical facts, but are forward-looking statements. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “may,” “will,” “should,” “could,” "would," "intends" or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These statements reflect our reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include the occurrence of events that negatively impact the Company’s liquidity in such a way as to limit or eliminate the Company’s ability to use its cash on hand to fund further asset acquisitions, an inability on the part of the Company to identify additional suitable businesses to acquire or develop, and the occurrence of events that negatively impact the title insurance operations of the Company’s subsidiaries and/or the business or assets of HC Realty and the value of our investment in HC Realty. Any forward-looking statement speaks only as of the date of this filing and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.
Overview
For a description of our business, including descriptions of segments and recent business developments, see the discussion in Note 1, Basis of Presentation and Nature of Operations – Description of the Business in the accompanying Unaudited Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated by reference into this Part I, Item 2.
As of June 30, 2024, our sources of income include earnings from our title insurance subsidiaries, management service fees earned and dividends on HC Realty’s Common Stock (the “HC Common Stock”) and HC Realty’s 10.00% Series B Cumulative Convertible Preferred Stock (the “HC Series B Stock”). The Company believes that the revenue generated from these sources and cash on hand is sufficient to fund operating expenses for at least 12 months from the date of the accompanying Unaudited Consolidated Financial Statements.
The Company will continue to pursue acquisition opportunities which will allow us to potentially derive benefit from the Company’s net operating loss carryforwards and also create appropriate risk adjusted returns for stockholders.
Title Insurance Segment Trends and Conditions
Our title insurance segment revenue is closely related to the level of real estate activity, such as sales, mortgage financing and mortgage refinancing. Declines in the level of real estate activity or the average price of real estate sales will adversely affect our title insurance revenues. The industry as a whole saw a decline in total real estate transactions in the last two years, largely due to higher mortgage interest rates. Mortgage rates remained very high after emergency actions taken by the Federal Reserve to substantially increase its benchmark interest rate in an attempt to control inflation. The Federal Reserve raised the federal funds rate a total of seven times in 2022 and four times in 2023, resulting in a range from 5.25% to 5.50% as of June 30, 2024. Per the Mortgage Bankers Association's (“MBA”) Mortgage Finance Forecast as of June 2024, interest rates on a Freddie Mac 30-year, fixed rate mortgage averaged 6.7% in the first quarter of 2024 and are projected to stay consistent through the end of 2024. However, MBA projects the rates to decline to 6.0% by the end of 2025. Although there are expectations that the Federal Reserve will begin reducing the federal funds rate in the later part of 2024, these expectations may not materialize.
Further, per the MBA Mortgage Finance Forecast update as of May 2024, the total number of loan originations is now forecast to increase by approximately 5.0% in 2024 as compared to 2023, from approximately 4.3 million units (the lowest level since 1997) to approximately 4.5 million units. Mortgage origination volume is expected to increase by approximately 10% in 2024 as compared to 2023, to approximately $1.8 trillion in mortgage originations, with an approximately 5% year over year increase in purchase volume and an approximately 34% year over year increase in refinance volume. The MBA further projects a 5% increase in existing home sales and a 10.0% increase in new home sales in 2024 as compared to 2023.
A shortage in the supply of homes for sale, increasing home prices, rising mortgage interest rates, inflation and disrupted labor markets have created volatility in the residential real estate market since 2021. Additionally, recent geopolitical uncertainties have created elevated volatility in the global economy.
Because commercial real estate transactions tend to be generally driven by supply and demand for commercial space and occupancy rates in a particular area rather than by interest rate fluctuations, we believe that our commercial real estate title insurance business is less dependent on the industry cycles discussed above than our residential real estate title business. Commercial real estate transaction volume is also often linked to the availability of financing. Factors including U.S. tax reform and a shift in U.S. monetary policy have had, and are expected to continue to have, varying effects on availability of financing in the U.S. Lower corporate and individual tax rates, and corporate tax-deductibility of capital expenditures have provided increased capacity and incentive for investments in commercial real estate.
Historically, real estate transactions have produced seasonal revenue fluctuations in the real estate industry. The first calendar quarter is typically the weakest quarter in terms of revenue due to the generally low volume of home sales during January and February. The second and third calendar quarters are typically the strongest quarters in terms of revenue, primarily due to a higher volume of residential transactions in the spring and summer months. The fourth quarter is typically strong due to the desire of commercial entities to complete transactions by year-end. Seasonality in recent years deviated from historical patterns due to COVID-19 and the subsequent rapid increase in interest rates. We have noted short-term fluctuations through recent years in resale and refinance transactions as a result of changes in interest rates.
Results from Operations
(in thousands)
| Three Months Ended |
Six Months Ended |
|||||||||||||||||||||||
| June 30, |
June 30, |
June 30, |
June 30, |
|||||||||||||||||||||
| 2024 |
2023 |
Change |
2024 |
2023 |
Change |
|||||||||||||||||||
| Net title premium written |
$ | 1,670 | $ | 1,878 | $ | (208 | ) | $ | 3,074 | $ | 3,206 | $ | (132 | ) | ||||||||||
| Reinsurance written |
- | 300 | (300 | ) | - | 300 | (300 | ) | ||||||||||||||||
| Escrow and other title fees |
704 | 774 | (70 | ) | 1,246 | 1,383 | (137 | ) | ||||||||||||||||
| Management fees |
750 | 753 | (3 | ) | 1,503 | 756 | 747 | |||||||||||||||||
| Total revenue |
3,124 | 3,705 | (581 | ) | 5,823 | 5,645 | 178 | |||||||||||||||||
| Cost of revenues |
(94 | ) | (175 | ) | 81 | (212 | ) | (380 | ) | 168 | ||||||||||||||
| Gross profit |
$ | 3,030 | $ | 3,530 | $ | (500 | ) | $ | 5,611 | $ | 5,265 | $ | 346 | |||||||||||
| Operating expenses |
(3,150 | ) | (3,903 | ) | 753 | (6,231 | ) | (6,713 | ) | 482 | ||||||||||||||
| Other income and expenses |
(49 | ) | 458 | (507 | ) | 511 | 704 | (193 | ) | |||||||||||||||
| (Loss) income before income taxes |
$ | (169 | ) | $ | 85 | $ | (254 | ) | $ | (109 | ) | $ | (744 | ) | $ | 635 | ||||||||
Comparison of three and six months ended June 30, 2024 and 2023
The Company’s net title premiums written were relatively flat at $1.7 million for the three-month period ended June 30, 2024, compared to $1.9 million for the three-month period ended June 30, 2023, and $3.1 million for the six-month period ended June 30, 2024, compared to $3.2 million for the six-month period ended June 30, 2023. The slight decreases from the prior year periods were a result of continuous impacts of the high interest rate environment and suppressed demand. During the second quarter of 2023, the Company earned the last portion of reinsurance premium related to a catastrophic weather risk contract which expired December 31, 2022. There were no written reinsurance contracts in-force during the three- and six-month periods ended June 30, 2024 and 2023.
Escrow and other title fees revenue also remained relatively flat at $0.7 million for the three-month period ended June 30, 2024, compared to $0.8 million for the three-month period ended June 30, 2023. Escrow and other title fees revenue decreased to $1.2 million for the six-month period ended June 30, 2024 from $1.4 million for the six-month period ended June 30, 2023, as a result of slower title segment growth in current market conditions.
Management fees were $0.8 million for the three-month periods ended June 30, 2024 and 2023. The Company's management fees were $1.5 million for the six-month period ended June 30, 2024, compared to $0.8 million for the six-month period ended June 30, 2023, primarily as a result of the timing of the management advisory services contract that was entered into on April 1, 2023. Total revenue for the three-month period ended June 30, 2024 decreased $0.6 million as compared to the same period of 2023. Total revenue for the six months ended June 30, 2024 increased $0.2 million as compared to the same period of 2023 as a result of higher management fees earned.
The Company’s cost of revenues consists primarily of a provision for title claim losses and underwriting expenses, which are largely comprised of commissions to title agencies. Cost of revenues for the three-month period ended June 30, 2024 was $0.1 million, compared to $0.2 million for the three-month period ended June 30, 2023. Cost of revenues for the six-month period ended June 30, 2024 was $0.2 million, compared to $0.4 million for the six-month period ended June 30, 2023. These decreases are a result of lower volume of unaffiliated title business and lower provision for title claims for the three- and six-month periods ended June 30, 2024, as compared to the same periods last year.
The Company’s operating expenses primarily consist of general and administrative expenses such as personnel expenses, office and technology expenses, and professional fees. Operating expenses for the three-month period ended June 30, 2024 were $3.2 million, compared to $3.9 million for the three-month period ended June 30, 2023. Operating expenses for the six-month period ended June 30, 2024 were $6.2 million, compared to $6.7 million for the six-month period ended June 30, 2023. These reductions in operating expenses are a result of lower legal costs and the Company's workforce optimization efforts for the three- and six-month periods ended June 30, 2024, as compared to the same periods last year.
Other income and expense primarily consists of net interest income, dividend income, change in the net asset value of investment in limited partnership as well as changes in value of related party investment in HC Common Stock. Other income and expense decreased to $49,000 for the three-month period ended June 30, 2024, compared to $458,000 for the three-month period ended June 30, 2023, primarily as a result of the impairment of HC Common Stock of $241,000 and no dividend declared on the HC Series B Stock during the three-month period ended June 30, 2024. Other income and expense for the six-month period ended June 30, 2024 was $0.5 million, compared to $0.7 million for the six-month period ended June 30, 2023. The decrease is a result of the impairment of HC Common Stock of $241,000 and no dividend declared on the HC Series B Stock during the three-month period ended June 30, 2024, offset by a higher distributions from other related party.
Financial Condition, Liquidity and Capital Resources
Sources of liquidity include cash on hand, earnings from our title insurance subsidiaries, and dividends from our HC Series B Stock. At June 30, 2024, we had $9.4 million in cash and cash equivalents and an additional $15.3 million in restricted cash, substantially all of which is cash held in escrow for title insurance transactions. A portion of our unrestricted and restricted cash is currently held in savings accounts earning interest at approximately 4.8% annually. We also received quarterly dividends on our HC Common Stock and HC Series B Stock during the three months ended March 31, 2024. Annual dividend rates historically were approximately 0.4% and 10% on our HC Common Stock and HC Series B Stock, respectively. No dividends were declared on HC Common Stock and HC Series B Stock during the three months ended June 30, 2024. We believe that the sources stated above will be sufficient to satisfy our operating requirements for the foreseeable future, and we do not anticipate a need to raise funds from sources other than those described above within the next 12 months.
Cash Flows
(in thousands)
| Six Months Ended |
Six Months Ended |
|||||||
| June 30, 2024 |
June 30, 2023 |
|||||||
| Net cash provided by operating activities |
$ | 7,754 | $ | 5,913 | ||||
| Net cash (used in) provided by investing activities |
(500 | ) | 151 | |||||
| Net cash used in financing activities |
(346 | ) | (33 | ) | ||||
| Net increase in cash and cash equivalents and restricted cash |
6,908 | 6,031 | ||||||
| Cash and cash equivalents and restricted cash at beginning of period |
$ | 17,752 | $ | 15,005 | ||||
| Cash and cash equivalents and restricted cash at end of period |
$ | 24,660 | $ | 21,036 | ||||
Cash flows from operating activities differ from net income due to adjustments for non-cash items, such as gains and losses on investments, the timing of disbursements for taxes, claims and other accrued liabilities, and collections or changes in receivables and other assets. Net cash provided by operating activities of $7.8 million differs from operating results for the six-month period ended June 30, 2024 primarily due to an increase of $7.8 million in escrow liabilities on the title insurance subsidiaries. Net cash provided by operating activities of $5.9 million differs from operating results for the six-month period ended June 30, 2023 primarily due to an increase of $6.7 million in escrow liabilities on the title insurance subsidiaries.
Cash flows from investing activities include effects of purchases and sales of plant, property, and equipment, and purchases and sales of invested assets. During the six-month period ended June 30, 2024, the Company purchased $0.7 million and disposed of $0.2 million of investments in limited partnerships. Net cash provided by investing activities for the six-month period ended June 30, 2023 was $151,000 and consisted of proceeds from the maturity of fixed income securities of $201,000, offset by purchases of equipment of $50,000.
Cash flows from financing activities include effects of capital contributions, dividends to stockholders, repurchases of outstanding shares of common stock, and changes in noncontrolling interest. Cash flows used in financing activities for the six-month period ended June 30, 2024 of $0.3 million consisted of $0.2 million of repurchases of common stock and $0.1 million of distributions to non-controlling shareholders. Cash flows used in financing activities for the six-month period ended June 30, 2023 of $33,000 was due to repurchases of common stock.
Critical Accounting Policies
Our critical accounting policies and estimates are provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Annual Report on Form 10-K for the year ended December 31, 2023. We believe there have been no new critical accounting policies or material changes to our existing critical accounting policies and estimates during the three and six months ended June 30, 2024.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Not required to be provided by a smaller reporting company.
ITEM 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of June 30, 2024 was conducted under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, as of June 30, 2024, were effective at the reasonable assurance level.
Changes in internal controls over financial reporting.
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) that occurred during the three months ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The information required for this Part II, Item 1 is incorporated by reference to the discussion under the heading “Litigation” in Note 13, Commitments and Contingencies in the accompanying Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Issuer Purchases of Equity Securities
On August 5, 2022, the Company’s board of directors (the “Board”) authorized the repurchase of up to $1.5 million of shares of the Company’s common stock (the "2022 Repurchase Program"). The authorization did not obligate the Company to acquire a specific number of shares during any period and did not have an expiration date, but it could be modified, suspended, or discontinued at any time at the discretion of the Board. Repurchases under the 2022 Repurchase Program could be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, and subject to the Company’s cash requirements for other purposes, and other factors it deemed relevant. The Company's Rule 10b5-1/Rule 10b-18 Repurchase Plan in connection with the Company’s repurchases of shares of common stock expired on December 31, 2023 and was not renewed.
On May 14, 2024, the Board authorized the repurchase of up to $1.5 million of shares of the Company’s common stock and discontinued the 2022 Repurchase Program (the “2024 Repurchase Program”). The authorization does not obligate the Company to acquire a specific number of shares during any period and does not have an expiration date. Repurchases under the 2024 Repurchase Program may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as the authorized officers of the Company determine are in the best interests of the Company. Repurchases may also be made under a plan adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act.
The following table summarizes the Company’s repurchase activity under the share repurchase programs for the three months ended June 30, 2024:
| Total number of shares |
Maximum dollar value |
|||||||||||||||
| Total number of |
purchased as part of |
of shares that may yet |
||||||||||||||
| shares |
Average price paid |
publicly announced |
be purchased under the |
|||||||||||||
| Period |
purchased |
per share |
plans or programs |
plans or programs |
||||||||||||
| April 2024 |
- | $ | - | - | $ | 1,418,339 | ||||||||||
| May 2024 |
48,333 | $ | 5.00 | 48,333 | $ | 1,258,335 | ||||||||||
| June 2024 |
- | $ | - | - | $ | 1,258,335 | ||||||||||
| Total |
48,333 | $ | 5.00 | 48,333 | $ | 1,258,335 | ||||||||||
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
During the three months ended June 30, 2024, of our directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K of the Exchange Act.
| (1) |
Filed herewith |
| (2) |
In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 13, 2024 |
HG HOLDINGS, INC. |
|
| By: /s/ Anna Lieb |
||
| Name: Anna Lieb |
||
| Title: Principal Financial and Accounting Officer |