STLY 10-K & 10-Q changes, risk factors and insider trading
HG Holdings, Inc. · OTC · Real Estate Investment Trusts · CIK 797465 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Risks Related to our Reinsurance Business”
Removed heading “Losses associated with our reinsurance business could reduce our liquidity and adversely affect our results from operations.”
Largest changes
The demand for our title insurance and title agency services is dependent primarily on the volume of residential and commercial real estate transactions. The volume of these transactions historically has been influenced by such factors as mortgage interest rates, inventory, affordability, availability of financing and the overall state of the economy. 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 during 2022 and 2023. In thesee in full comparisonlastlatterfour monthspart of2024,2025, the Federal Reserve lowered the federal funds ratethreeseveral times to acurrentrange of4.25%3.50% to4.50%,3.75%andaswhileofthereDecemberare31,expectations that the Federal Reserve will continue lowering the federal funds rate in 2025, these expectations may not materialize and the Federal Reserve may increase rates in the future in an effort to combat inflation.2025. While the latest and potential future Federal Reserve rate decreases may positively impact the title insurance market, mortgage rates continue to remain relatively high as compared to pre-2022 levels and will likely continue to contribute to decreased real estate activity in the upcoming year.ShouldOngoing political and market uncertainties (including tariff policies) are contributing to theFederal Reserve decide to raise rates in the future, this will result in further increases in market interest rates and continued lowsuppressed volume of real estate activity. Inaaddition,risingexpectationsinterestof further Federal Reserve rateenvironment, any leverage that we incurdecreases maybearnot materialize and the Federal Reserve may increase rates in the future to combat inflation, which would likely have ahighernegativeinterestimpactrate than may currently be available. There may not, however, be a corresponding increase in our revenues. Further, when interest rates are increasing or when the economy is experiencing a downturn, real estate activity declines. As a result,on the title insuranceand title agency industry tends to experience decreased revenues and earnings, and potentially increased title claims experience. Additionally, any increase in inflation could have an adverse impact on our general and administrative expenses, as these costs could increase at a rate higher than our revenue.market.
“Losses associated with our reinsurance business could reduce our liquidity and adversely affect our results from operations.”see in full comparison
“In addition, longer-term natural catastrophe trends may be changing and new types of catastrophe losses may be developing due to climate change, its associated extreme weather events linked to rising temperatures and its effects on global weather patterns, greenhouse gases, sea, land and air temperatures, sea levels, rain, hail and snow. …”see in full comparison
“Additionally, the current U.S. presidential administration has imposed or sought to impose new or increased tariffs on goods imported into the U.S. The imposition of new or increased tariffs may contribute to increased volatility and uncertainty in the economy and financial markets and adversely affect the volume of residential and commercial real estate transactions and the demand for our title insurance and title agency services.”see in full comparison
We owned approximately 28.0% of the voting interest in HC Realty as of December 31,see in full comparison2024.2025. There is no guarantee that HC Realty will be successful implementing its business strategy for the acquisition, financing, ownership and management of Government Properties and, as a result, our investment in HC Common Stock and HC Series B Stock may lose value. Additionally, HC Realty has paused distributions on HC Common Stock and HC Series B Stock, which has resulted in our loss of revenue historically derived from such distributions, and we have recognized an impairment of our investment in HC Series B Stock.
Full comparison: every changed paragraph (17)
If an ownership change (as described below) occurs pursuant to applicable statutory regulations, we are potentially subject to limitations on the use of our net operating loss carryforwards which in turn could adversely impact our potential to derive a benefit from our net operating loss carryforwards. In general, an ownership change would occur if the percentage of our common stock held by one or more 5% shareholders increases by more than 50%50 percentage points over the lowest percentage of our common stock owned by such shareholder during a three-year test period.
A significant natural disaster, such as a hurricane, tropical storm, tornado, windstorm, earthquake, hail, and other catastrophic events, including the occurrence of a contagious disease or illness, such as COVID-19 or any other future epidemics or pandemics, could have a material adverse impact on our business, results of operations, and financial condition. In addition, climate change could result in an increase in the frequency or severity of natural disasters. Given the unpredictable nature of these events with respect to size, severity, duration and geographic location, it is not currently possible to quantify the ultimate impact that they may have on our business. Additionally, geopolitical concerns (including the ongoing conflicts between Russia and Ukraine and Israelin andthe HamasMiddle East), the imposition of tariffs and other changes to trade policy in the U.S. and other jurisdictions, and terrorist attacks could result in increased volatility in, or damage to, real estate prices and the United States and the worldwide financial markets and economy more generally, including with respect to supply chain disruptions, labor market interruptions and government interventions, all of which could have a material adverse effect on our results of operations and financial condition.
Goodwill aggregated approximately
$6.5 million, or approximately 15%approximatel
y
14% of our total assets as of
December 31, 2024.2025. Current accounting rules require that goodwill be assessed for impairment at least annually or whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows. Factors that may be considered a change in circumstance indicating the carrying value of our goodwill may not be recoverable include, but are not limited to, significant underperformance relative to historical or projected future operating results, a significant decline in our stock price and market capitalization, and negative industry or economic trends. As of
December 31, 2024,2025, management has deemed there is no impairment of our recorded goodwill. However, if there is an economic downturn in the future, the carrying amount of our goodwill may no longer be recoverable, and we may be required to record an impairment charge, which would have a negative impact on our results of operations and financial condition. Management will continue to monitor our operating results, our market capitalization, and the impact of the economy to determine if there is an impairment of goodwill in future periods.
The demand for our title insurance and title agency services is dependent primarily on the volume of residential and commercial real estate transactions. The volume of these transactions historically has been influenced by such factors as mortgage interest rates, inventory, affordability, availability of financing and the overall state of the economy. 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 during 2022 and 2023. In the lastlatter four monthspart of 2024,2025, the Federal Reserve lowered the federal funds rate threeseveral times to a current range of 4.25%3.50% to 4.50%,3.75% andas whileof thereDecember are31, expectations that the Federal Reserve will continue lowering the federal funds rate in 2025, these expectations may not materialize and the Federal Reserve may increase rates in the future in an effort to combat inflation.2025. While the latest and potential future Federal Reserve rate decreases may positively impact the title insurance market, mortgage rates continue to remain relatively high as compared to pre-2022 levels and will likely continue to contribute to decreased real estate activity in the upcoming year. ShouldOngoing political and market uncertainties (including tariff policies) are contributing to the Federal Reserve decide to raise rates in the future, this will result in further increases in market interest rates and continued lowsuppressed volume of real estate activity. In aaddition, risingexpectations interestof further Federal Reserve rate environment, any leverage that we incurdecreases may bearnot materialize and the Federal Reserve may increase rates in the future to combat inflation, which would likely have a highernegative interestimpact rate than may currently be available. There may not, however, be a corresponding increase in our revenues. Further, when interest rates are increasing or when the economy is experiencing a downturn, real estate activity declines. As a result,on the title insurance and title agency industry tends to experience decreased revenues and earnings, and potentially increased title claims experience. Additionally, any increase in inflation could have an adverse impact on our general and administrative expenses, as these costs could increase at a rate higher than our revenue.market.
Additionally, the current U.S. presidential administration has imposed or sought to impose new or increased tariffs on goods imported into the U.S. The imposition of new or increased tariffs may contribute to increased volatility and uncertainty in the economy and financial markets and adversely affect the volume of residential and commercial real estate transactions and the demand for our title insurance and title agency services.
Unfavorable economic conditions also tend to negatively impact the amount of funds NCTIC receives from third parties to be held in trust pending the closing of commercial and residential real estate transactions. During periods of unfavorable economic conditions, the return on these funds deposited with third party financial institutions tends to decline.
Regulatory oversight could require us to raise capital, and/or make it more difficult to deploy capital. For example, our regulatory capital requirements have historically applied only at the subsidiary level, specifically our insurance underwriter subsidiaries. However, the National Association of Insurance Commissioners (the "NAIC") has adopted an approach to assess group risks and capital adequacy and assist in the regulation of insurer solvency using the Group Capital Calculation (the “GCC”), which uses an aggregation methodology for all entities within an insurance holding company system. The adoption of the GCC by jurisdictions in which we are regulated could increase our prescribed capital requirements, the level at which regulatory scrutiny intensifies, as well as significantly increase our cost of regulatory compliance. In addition, changes in the applicable regulatory environment, statutory guidelines or interpretations of existing regulations or statutes, enhanced governmental oversight or efforts by governmental agencies to cause customers to refrain from using our title insurance and title agency subsidiaries’ products or services could prohibit or limit their future operations or make it more costly or burdensome to conduct such operations or result in decreased demand for their products and services or a change in their competitive position. The impact of these changes would be more significant if they involve the Florida jurisdiction, as a majority of our title premiums are currently generated in the state of Florida.Florida, and a proposed bill aligning Florida law with the GCC approach adopted by the NAIC is currently working its way through the Florida legislature. These changes may restrict our ability to acquire assets or businesses, may limit the manner in which we conduct our business or otherwise may have a negative impact on our ability to generate revenues, earnings and cash flows. Additionally, in jurisdictions where rates are not promulgated by the state insurance regulator, these changes may compel us to reduce our prices and may restrict our ability to implement price increases.
Federal and state officials are discussing various potential changes to laws and regulations that could impact our businesses, including the reform of government-sponsored enterprises such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (Freddie Mac) and additional data privacy regulations, among others. Changes in these areas, and more generally in the regulatory environment in which our title insurance and title agency subsidiaries and their customers operate, could adversely impact the volume of mortgage originations in the United States and our title insurance and title agency subsidiaries competitive position and results of operations.
NCTIC maintains a reserve for IBNR claims pertaining to its title insurance products. The majority of this reserve pertains to title insurance policies, which are long-duration contracts with the majority of the claims reported within the first few years following the issuance of the policy. Generally,Generally
, 70% to 80% of claim amounts become known in the first six years of the policy life, and the majority of IBNR reserves relate to the six most recent policy years. Changes in expected ultimate losses and corresponding loss rates for recent policy years are considered likely and could result in a material adjustment to the IBNR reserves. Loss rates for recent policy years, positive or negative, may vary significantly given the long duration nature of a title insurance policy. In uncertain economic times, such as those experienced as a result of the COVID-19 pandemic, rising inflation and rising interest rates, larger changes may be more likely. Material changes in expected ultimate losses and corresponding loss rates for older policy years are also possible, particularly for policy years with loss ratios exceeding historical norms. The estimates made in determining the appropriate level of IBNR reserves could ultimately prove to be materially different from actual claims experience.
We owned approximately 28.0% of the voting interest in HC Realty as of December 31, 2024.2025. There is no guarantee that HC Realty will be successful implementing its business strategy for the acquisition, financing, ownership and management of Government Properties and, as a result, our investment in HC Common Stock and HC Series B Stock may lose value. Additionally, HC Realty has paused distributions on HC Common Stock and HC Series B Stock, which has resulted in our loss of revenue historically derived from such distributions, and we have recognized an impairment of our investment in HC Series B Stock.
By executive order on January 20, 2025, President Trump established the Department of Government Efficiency (“DOGE”) to maximize government efficiency and productivity. Among the actions taken by DOGE toward this goal were the terminations of leases by government agency or department tenants at numerous real estate properties around the country. While DOGE was disbanded in November 2025, any further effort by the U.S. government to terminate leases by government agency or department tenants for purposes of maximizing government efficiency and productivity, or otherwise, could materially and adversely affect HC Realty’s business, financial condition and results of operations, and our investment in HC Realty.
From time to time, HC Realty enters into leases that provide the U.S. government the right to terminate the lease during a specified period prior to the expiration of the total term stated in the lease, with such period often referred to as the “soft term.” In the event that a portion of HC Realty’s U.S. government tenant agencies exercise their termination rights during a soft term period prior to the expiration of the total term stated in the lease, for government efficiency and productivity reasons, fiscal policy reasons, security concerns or other reasons, and HC Realty is not able to lease the vacant space to another tenant in a timely manner or at all, it could have a material adverse effect on HC Realty’s business, financial condition and results of operations, and our investment in HC Realty.
Risks Related to our Reinsurance Business
Losses associated with our reinsurance business could reduce our liquidity and adversely affect our results from operations.
Our reinsurance business exposes us to risks arising from catastrophes. Catastrophes can be caused by various natural events, including but not limited to hurricanes, tropical storms, tornadoes, windstorms, earthquakes, hail, and other severe weather events. The frequency and severity of weather conditions are inherently unpredictable, but the frequency and severity of property claims generally increase when severe weather conditions occur.
In addition, longer-term natural catastrophe trends may be changing and new types of catastrophe losses may be developing due to climate change, its associated extreme weather events linked to rising temperatures and its effects on global weather patterns, greenhouse gases, sea, land and air temperatures, sea levels, rain, hail and snow. Climate studies by government agencies, academic institutions, catastrophe modeling organizations and other groups indicate that climate change may be altering the frequency and/or severity of catastrophic weather events, such as hurricanes, tornadoes, windstorms, floods and other natural disasters. As a result, catastrophes could be more frequent or severe than contemplated in our pricing and risk management models and may have a material adverse effect on our results from operations during any reporting period due to increases in the losses and loss adjustment expenses ceded to us. Catastrophe losses, in excess of the reinsurance premium received, may reduce liquidity and adversely affect our results from operations in any reporting period. We will continue to pursue opportunities to provide reinsurance to other carriers and limit risks related to catastrophe losses by pricing risks adequately and limiting triggering loss events through policy language.
Our current executive officers, directors and 10% stockholders control approximately 78.0%
89.7% of the voting power represented by our outstanding common stock. If these stockholders act together, whether by written consent or at a duly called and held meeting of stockholders, they may be able to exert significant control over our management and affairs requiring stockholder approval, such as the election of directors or our dissolution. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all our stockholders.
Management's Discussion & Analysis (MD&A)
New heading “Non-cash Transactions”
Removed heading “Real Estate Segment”
Removed heading “Management Services Segment”
Largest changes
Othersee in full comparisonincome(expense)andincome,expensesnet primarily consist of interest and dividend income, changes in the net asset value of investment in limited partnership, as well as changes in value and distributions of our related partyinvestmentsinvestments. During the year ended December 31, 2025, other (expense) income, net of ($2.3) million was primarily driven by a $4.1 million impairment of HC Series B Stock, offset by distributions from related parties of $0.9 million. Additionally, other (expense) income included interest income of $0.4 million andlegalansettlementsincreaseandinrecoveries.the net asset value of investment in limited partnership of $0.4 million. During the year ended December 31, 2024, the Company generated $1.4 million in otherincome(expense)andincome,expense,netlargelyprimarilydrivenasbya result of a recovery of $1.1 milliononfrom FedNat Holding Company (“FedNat”)litigation (See Note 12, Commitments and Contingencies in the accompanying notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K).litigation. Additionally, the Company generated dividend and interest income of $0.7 million, increase in the net asset value of investment in limited partnership of $0.4 million and net gain from investments in related parties of $0.2 million during the year ended December 31, 2024, which were largely offset by an impairment of the investment in HC Common Stock and HC Series B Stock of $1.2 million.During the year ended December 31, 2023, the Company generated $1.6 million in other income and expense primarily as a result of dividend income from HC Common Stock and HC Series B Stock of $1.0 million. Additionally, the Company generated interest income of $0.5 million, increase in the net asset value of investment in limited partnership of $0.3 million, offset by the net loss from related parties of $0.1 million and a settlement of $0.1 million related to the Hollie Settlement Agreement (as defined and described in further detail in Note 12, Commitments and Contingencies in the accompanying notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K).
“As of December 31, 2024, the Company recognized $4.5 million in goodwill as the result of the acquisition of 50% of the membership interest in TAV on September 1, 2021 and an additional $2.0 million in goodwill as a result of the business combination with Omega Title Florida, LLC on August 1, 2022. These amounts represent the fair value of the consideration paid, less the identified and valued intangible assets and tangible net assets. …”see in full comparison
“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. …”see in full comparison
Cash flows from operating activities differ from net income (loss) due to adjustments for non-cash items, such as gains and losses on investments, amortization, depreciation, claims and other accrued liabilities, and collections or changes in receivables and other assets. Net cash provided by operations of $0.9 million for the year ended December 31, 2025 differs from operating results for the year ended December 31, 2025 primarily due to an impairment of the investment in HC Series B Stock of $4.1 million and an increase of $1.5 million in escrow liabilities on the title insurance subsidiaries. Net cash provided by operations of $2.0 million for the year ended December 31, 2024 differs from operating results for the year ended December 31, 2024 primarily due to an impairment of the investment in HC Common Stock and HC Series B Stock of $1.2 million and an increase of $0.7 million in escrow liabilities on the title insurance subsidiaries.see in full comparisonNet cash provided by operations of $1.7 million for the year ended December 31, 2023 differs from operating results for the year ended December 31, 2023 primarily due to an increase of $2.0 million in escrow liabilities on the title insurance subsidiaries.
“The Company currently owns approximately 28.0% of the voting interest in HC Realty through its ownership of 250 shares of HC Common Stock and 1,025,000 shares of HC Series B Stock. HC Realty currently owns and operates a portfolio of Government Properties leased to and occupied by U.S. government tenant agencies and sub-agencies such as the Federal Bureau of Investigation, the Department of Veterans Affairs, the Drug Enforcement Administration, the Immigration & Customs Enforcement, the Social Security Administration and the Department of Transportation.”see in full comparison
Full comparison: every changed paragraph (35)
Our title insurance segment issues title insurance policies and provides title agency services on residential and commercial real estate transactions. This segment also provides closing and/or escrow services to facilitate real estate transactions.
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. In the last four months of 2024, the Federal Reserve lowered the federal funds rate three times to a current range of 4.25% to 4.50%, and while there are expectations that the Federal Reserve will continue lowering the federal funds rate in 2025, these expectations may not materialize and the Federal Reserve may increase rates in the future in an effort to combat inflation. While the latest and potential future Federal Reserve rate decreases may positively impact the title insurance market, mortgage rates continue to remain relatively high and will likely continue to contribute to decreased real estate activity in the upcoming year. Per the Mortgage Bankers Association's (“MBA”) Mortgage Finance Forecast as of February 2025, interest rates on a Freddie Mac 30-year, fixed rate mortgage averaged 6.6% in the fourth quarter of 2024 and are projected to stay relatively stable at the current level through 2027.
Further, per the MBA Mortgage Finance Forecast as of February 2025, total loan originations are forecast to increase by approximately 13% in 2025 as compared to 2024, from approximately 5.0 million units to approximately 5.7 million units. Mortgage origination volume is expected to increase by approximately 16% in 2025 as compared to 2024, to approximately $2.1 trillion in mortgage originations as compared to $1.8 trillion in 2024. Fannie Mae forecasts overall existing-home sales to increase 4% in 2025 compared to 2024.
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. A shortage in the supply of homes for sale, increasingelevated home prices, high mortgage interest rates and inflation have created volatility in the residential real estate market since 2021. DespiteIn the Federal Reserve lowering the federal funds rate in 2024, current interest rates remain at elevated levels compared to pre-2021 interest rates. Additionally, recentaddition, geopolitical uncertainties and federalother governmentmacroeconomic effortsfactors havemay createdcontinue elevatedto contribute to volatility in domestic and global arenas.
The industry as a whole has experienced lower real estate transaction volume in recent years, largely due to higher mortgage interest rates as compared to pre-2022 levels. In the latter part of 2025, the Federal Reserve lowered the federal funds rate several times to a range of 3.50% to 3.75% as of December 31, 2025; however, mortgage rates have remained elevated relative to pre-2022 levels and continue to affect affordability and transaction volumes. Despite continued elevated mortgage rates, the Mortgage Bankers Association (the “MBA”) projects a gradual recovery in the housing market. Per the MBA’s 2026 Mortgage Finance Forecast, total U.S. single-family mortgage origination volume is expected to increase to approximately $2.2 trillion in 2026, compared with estimated volumes in 2025 of approximately $2.0 trillion, as both purchase and refinance activity are forecast to grow.
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.rates and other market conditions.
Real Estate Segment
The Company currently owns approximately
28.0% of the voting interest in HC Realty through its ownership of 250 shares of HC Common Stock and 1,025,000 shares of HC Series B Stock. HC Realty currently owns and operates a portfolio of Government Properties leased to and occupied by U.S. government tenant agencies and sub-agencies such as the Federal Bureau of Investigation, the Department of Veterans Affairs, the Drug Enforcement Administration, the Immigration & Customs Enforcement, the Social Security Administration and the Department of Transportation.
As part of ongoing efforts to reduce waste, the U.S. government and the GSA are reaching out to all tenant agencies to see if there are opportunities to reduce space usage. As of December 31, 2024, leases by the U.S. government and its agencies accounted for substantially all of HC Realty’s revenues. In the event the U.S. government reduces its spending on real estate or changes its preference away from leased properties, HC Realty’s sources of revenues, and our investment in HC Realty, could be adversely affected.
ReinsuranceCorporate and Other Segment
Effective January 1, 2025, the Company changed its reportable segments to: (i) Title Insurance and (ii) Corporate and Other. The Corporate and Other segment is comprised of activity previously presented in the Real Estate, Reinsurance and Management Advisory Services segments. This change reflects changes in the business mix and the manner in which management monitors performance, and had no impact on the Company’s historical consolidated financial position, results of operations or cash flows. Where applicable, prior periods have been revised to conform to this presentation. The Corporate and Other segment includes results of management advisory services and other investment activity not related to title insurance. 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. In addition, the Corporate and Other segment includes the results of the Company’s investment in a related party, HC Realty. The Company currently owns approximately 28.0% of the voting interest in HC Realty through its ownership of 250 shares of HC Common Stock and 1,025,000 shares of HC Series B Stock. HC Realty owns and operates a portfolio of Government Properties leased to and occupied by U.S. government tenant agencies and sub-agencies administered by the GSA or directly by federal agencies. As part of ongoing efforts to reduce space usage, the U.S. government and the GSA may seek opportunities to reduce leased space across tenant agencies. As of December 31, 2025, leases by the U.S. government and its agencies accounted for substantially all of HC Realty’s revenues. In the event the U.S. government reduces spending on real estate, changes its preferences away from leased properties, or exercises early termination rights with respect to any lease, HC Realty’s revenues, and the value of our investment in HC Realty, could be adversely affected.
The Company previously engaged in providing another insurance company excess-of-loss reinsurance coverage related to catastrophic weather risk in Texas. The Company did not have any reinsurance contracts in-force during the year ended
December 31, 2024; however, the Company may actively look to provide reinsurance coverage to other carriers as future opportunities arise.
Management Services Segment
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.
As of December 31, 2024,2025, our sources of income include earnings on our title insurance and title agency subsidiaries, dividends on HC Common Stock and HC Series B Stock, revenue earned from management services, and interest paidearned on our cash deposits and investment portfolio. The Company believes that the revenue generating from these sources and cash on hand are sufficient to fund operating expenses for at least 12 months from the date of the accompanying consolidated financial statements.
The Company’s underwriting results were primarily influenced by a growth of the net title premium to $6.9 million for the year ended December 31, 2025 from $6.0 million for the year ended December 31, 2024 fromdriven $5.9 million forby the yearhigher endedvolume Decemberin 31,affiliated 2023.title This growth was offset by no reinsurance coveragebusiness written in 2024. The Company's reinsurance segment generated $0.3 million of earned reinsurance premium for the year ended December 31, 2023.2025.
The Company’s escrow and other title fees remainedincreased relativelyto flat$2.8 atmillion for the year ended December 31, 2025, compared to $2.5 million for the year ended December 31, 2024,2024 compareddue to $2.6 million for the yearincrease endedin Decembervolumes 31,of 2023.title business generated in 2025.
Management fees generated by the Company were $5.0 million for the year ended December 31, 2025, as compared to $3.0 million for the year ended December 31, 2024. The increase was due to the new Services Agreement with HP Risk becoming effective June 1, 2025. HP Risk is a wholly-owned subsidiary of HP Holding Company, LLC, which, in turn, is wholly owned by certain affiliates of Steven A. Hale II, our Chairman and Chief Executive Officer, pursuant to which the Company is providing certain managerial and operational services to HP Risk for consideration from HP Risk of $6.0 million per year over the course of three years. Such services include, but are not limited to: reinsurance brokerage services; the review and improvement of financial goals; compliance with legal and regulatory mandates; maintenance of an ethical business environment; investment and asset manager compliance; cash and equity management; corporate tax management; personnel management; related party transaction oversight; tax preparation administration; strategic capital modeling; the review of potential acquisitions and transactions involving affiliates and third parties, including but not limited to, renewal rights deals, loss portfolio transfers or entity acquisitions; execution of (or provision for the execution of) all general corporate legal matters; and provision of internal control management services.
The Company’s cost of revenue consists primarily of a provision for title claim losses and underwriting expenses, which are largely comprised of commissions to unaffiliated title agencies. Cost of revenue for the year ended December 31, 2025 was $0.5 million compared to $0.6 million for the year ended December 31, 2024. The decrease in cost of revenue was attributable to favorable reserve development in the provision for title claims loss and loss adjustment expense attributable to one claim related to the prior insured year, as a result of estimation of the reserve for claims loss and loss adjustment expenses and the collection of subrogation on a prior year claim. Original estimates of ultimate loss exposures are decreased or increased as additional information becomes known during the adjustment process regarding individual claims.
Management fees generated by the Company were $3.0 million for the year ended December 31, 2024, as compared to $2.3 million for the year ended December 31, 2023, primarily as a result of the timing of the management advisory services contract that was entered into on April 1, 2023.
The Company’s cost of revenue consists primarily of a provision for title claim losses and underwriting expenses, which are largely comprised of commissions to unaffiliated title agencies. Cost of revenue was flat at $0.6 million for the years ended December 31, 2024 and 2023.
The Company’s operating expenses primarily consist of general and administrative expenses, such as personnel expenses, office and technology expenses, and professional fees. General and administrative expenses for the year ended December 31, 20242025 were $12.6$13.0 million, as compared to $13.0$12.6 million for the year ended December 31, 2023.2024. The decreaseincrease is primarily due to higher legal and professional fees related to transactions described in operatingNote expenses3, wasSignificant primarilyTransactions, attributablein the accompanying Consolidated Financial Statements, as well as an increase in employee health and benefit costs in 2025 as compared to savings from the Company's workforce optimization efforts during 2024.
Other income(expense) andincome, expensesnet primarily consist of interest and dividend income, changes in the net asset value of investment in limited partnership, as well as changes in value and distributions of our related party investmentsinvestments. During the year ended December 31, 2025, other (expense) income, net of ($2.3) million was primarily driven by a $4.1 million impairment of HC Series B Stock, offset by distributions from related parties of $0.9 million. Additionally, other (expense) income included interest income of $0.4 million and legalan settlementsincrease andin recoveries.the net asset value of investment in limited partnership of $0.4 million. During the year ended December 31, 2024, the Company generated $1.4 million in other income(expense) andincome, expense,net largelyprimarily drivenas bya result of a recovery of $1.1 million onfrom FedNat Holding Company (“FedNat”) litigation (See Note 12, Commitments and Contingencies in the accompanying notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K).litigation. Additionally, the Company generated dividend and interest income of $0.7 million, increase in the net asset value of investment in limited partnership of $0.4 million and net gain from investments in related parties of $0.2 million during the year ended December 31, 2024, which were largely offset by an impairment of the investment in HC Common Stock and HC Series B Stock of $1.2 million. During the year ended December 31, 2023, the Company generated $1.6 million in other income and expense primarily as a result of dividend income from HC Common Stock and HC Series B Stock of $1.0 million. Additionally, the Company generated interest income of $0.5 million, increase in the net asset value of investment in limited partnership of $0.3 million, offset by the net loss from related parties of $0.1 million and a settlement of $0.1 million related to the Hollie Settlement Agreement (as defined and described in further detail in Note 12, Commitments and Contingencies in the accompanying notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K).
Our effective tax rate for the years ended December 31, 20242025 and 20232024 was 6.7%255.6% and (5.0%),6.7%, respectively, primarily as a result of net operating loss carryforward, valuation allowances on deferred tax assets, and state income tax differences in the jurisdictions in which the Company currently operates. The increase in effective tax rate in 2025 as compared to 2024 was driven primarily by a valuation allowance release on federal and Florida net operating losses. Historically, the effective tax rate had been driven almost exclusively by state income taxes.
Cash flows from operating activities differ from net income (loss) due to adjustments for non-cash items, such as gains and losses on investments, amortization, depreciation, claims and other accrued liabilities, and collections or changes in receivables and other assets. Net cash provided by operations of $0.9 million for the year ended December 31, 2025 differs from operating results for the year ended December 31, 2025 primarily due to an impairment of the investment in HC Series B Stock of $4.1 million and an increase of $1.5 million in escrow liabilities on the title insurance subsidiaries. Net cash provided by operations of $2.0 million for the year ended December 31, 2024 differs from operating results for the year ended December 31, 2024 primarily due to an impairment of the investment in HC Common Stock and HC Series B Stock of $1.2 million and an increase of $0.7 million in escrow liabilities on the title insurance subsidiaries. Net cash provided by operations of $1.7 million for the year ended December 31, 2023 differs from operating results for the year ended December 31, 2023 primarily due to an increase of $2.0 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, purchases of investments and proceeds from sales or maturities of investments. During the year ended December 31, 2025, the Company had $0.2 million of net cash provided by investing activities, which was a result of $1.5 million of proceeds from redemptions of securities and sales of investments, partially offset by $1.3 million of purchases of investments, including investments in related parties of $0.3 million. During the year ended December 31, 2024, the Company had $1.1 million of net cash provided by investing activities, which was a resultconsisted of $2.4 million of proceeds from redemptions of securities and returnssales onof investments, partially offset by $1.3 million of purchases of investments, including investments in related parties of $0.5 million. During the year ended December 31, 2023, the Company had $1.1 million of net cash provided by investing activities, which consisted of $1.2 million of proceeds from redemption of securities, partially offset by purchases of investments in related parties of $33,000 and purchases of equipment of $51,000.
Cash flows from financing activities include effects of capital contributions, repurchase of outstanding shares of common stock and changes in noncontrolling interest. Cash flows used in financing activities for the year ended December 31, 20242025 were $0.4$4.4 million and consisted of $243,000$4.4 million in repurchases of shares of common stock and $121,000$11,000 of net distributions to minority stockholders. Cash flows used in financing activities for the year ended December 31, 20232024 were $52,000$0.4 million and consisted of $62,000$243,000 in repurchases of shares of common stock, partially offset by $10,000$121,000 providedof bynet distributions to minority stockholders in exchange for an interest in a consolidated subsidiary.stockholders.
Non-cash Transactions
Additionally, during the second quarter of 2025, the Company entered into an Assignment and Contribution Agreement (the “Contribution Agreement”) with the certain assignors listed therein (the “Assignors”), pursuant to which the Assignors agreed to assign and contribute to the Company an aggregate of 10,203 shares of common stock, no par value ("ACMAT Common Stock"), and 291,656 shares of Class A stock, no par value ("ACMAT Class A Stock"), of ACMAT Corporation (“ACMAT”), a Connecticut corporation, and, in consideration of and exchange therefor, the Company agreed to issue to the Assignors an aggregate of 2,899,876 shares of Company common stock, contingent upon the closing of the transactions contemplated by the Services Agreement. After giving effect to the transactions pursuant to the Contribution Agreement, the Company owns approximately 39.1% of the outstanding equity of ACMAT and approximately 10.4% of the voting power of ACMAT, based on ACMAT's outstanding equity as of November 6, 2025. Holders of ACMAT Class A Stock are entitled to one-tenth vote per share in relation to ACMAT Common Stock, holders of which are entitled to one vote per share, with respect to matters subject to approval by ACMAT stockholders. ACMAT, through its subsidiaries, offers surety bonds for prime, sub-prime, specialty trade, environmental, asbestos and lead abatement contractors and miscellaneous obligations nationwide. ACMAT also provides other miscellaneous surety such as workers’ compensation bonds, supply bonds, subdivision bonds, and license and permit bonds. HPCM, an entity wholly owned by Mr. Hale, is the registered investment advisor or investment manager for each of the Assignors, and Mr. Hale is the sole principal owner of Hale Partnership Capital Advisors, LLC, the general partner of all but one of the Assignors. The transaction closed on June 30, 2025.
As a result of the transaction, the Company recorded a $12.5 million investment in ACMAT Corporation at the time of close, based on the value of the Company's 2,899,876 shares of common stock issued as a consideration given. The transaction is classified as a nonmonetary, non-reciprocal transfer between related parties and did not constitute a business combination under Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations. No cash consideration was exchanged. Refer to Note 5, Investments in the accompanying notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for initial and subsequent measurements of the Company's investments in ACMAT Common Stock and ACMAT Class A Stock.
See Note 1,2, Significant Accounting Policies in ourthe auditedaccompanying consolidatednotes financialto statementsthe includedConsolidated elsewhereFinancial Statements in Part II, Item 8 of this Annual Report on Form 10-K for a summary of our significant accounting and reporting policies.
As of December 31, 2024, the Company recognized $4.5 million in goodwill as the result of the acquisition of 50% of the membership interest in TAV on September 1, 2021 and an additional $2.0 million in goodwill as a result of the business combination with Omega Title Florida, LLC on August 1, 2022. These amounts represent the fair value of the consideration paid, less the identified and valued intangible assets and tangible net assets. During 2024 and 2023, the Company determined that the title insurance segment was the appropriate operating segment for the purposes of testing goodwill for impairment. Based on our quantitative annual valuations as of December 31, 2024 and 2023, we have concluded that there was no impairment of goodwill.
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 and its accounting policy, refer to Note 3,5, Investments in Related Parties and Note 1,2, Significant Accounting Policies in the accompanying notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
AsFor ofthe year ended December 31, 2024,2025, the Company recognized $1.2$4.1 million in impairments to investments in related parties.parties Noand $1.2 million in impairments were recognized infor 2023.the year ended December 31, 2024.
As of December 31, 20242025 and 2023,2024, our title claim reserves were $637,000$705,000 and $313,000,$637,000, respectively, which we determined were reasonable and represented our best estimate. These recorded amounts were within a reasonable range of the central estimates provided by our actuaries. During the years ended December 31, 20242025 and 2023,2024, the Company recognized $109,000($85,000) and ($6,000),$109,000, respectively, in net provision for claims development attributable to insured events of the prior years. Original estimates are decreased or increased as additional information becomes known regarding individual claims.
What changed in the latest 10-Q
Risk Factors
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Management's Discussion & Analysis (MD&A)
Largest changes
Other income, net primarily consists of net interest income, change in the net asset value of investment in limited partnership as well as changes in value and income or loss from our related party investments. Other income, net was $0.4 million and $0.7 million, respectively, for thesee in full comparisonthree-monththreeperiodand six-month periods endedMarchJune31,30, 2026, compared to$0.3$0.4 million and $0.6 million for the three and six-month periods ended June 30, 2025. Other income, net, was generally unchanged for the three-month period endedMarchJune31,30, 2026 as compared to the three-month period ended June 30, 2025, and increased by $0.1 million, or 17.5%, for the six-month period ended June 30, 2026 as compared to the six-month period ended June 30, 2025. The increase was primarily a result of higher income fromrelated parties and change in the net asset value of investmentinvestments in limitedpartnershippartnerships for thethree-monthsix-month period endedMarchJune31,30,2026, that included $86,000 of income pick up from ACMAT and a $55,000 increase in the net asset value of investment in limited partnership,2026 as compared toan impairment taken ontheCompany'scorrespondinginvestmentsperiod inHC Series B Stock of $41,000 and a negative change in the net asset value of investment in limited partnership during the three-month period ended March 31,2025.
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 declined levels in total real estate transactions in the last several years, largely due to higher mortgage interest rates as compared to pre-2022 levels. During its September, October and December 2025 meetings, the Federal Reserve lowered the federal funds rate by a total of 75 basis points to a current range of 3.50% to 3.75%; however, amid renewed inflationary pressures and ongoing macroeconomicsee in full comparisonuncertainty,uncertainty and geopolitical tensions, the Federal Reserve held the federal funds rate steadyat its January 2026, March 2026 and April 2026 meetings, and recent Federal Open Market Committee projections suggest a more limited pace of additional rate reductions overthrough theremainderfirst half of 2026. While additional federal funds rate decreases, if and when implemented, may positively impact the title insurance market, ongoinggeopoliticalmacroeconomictensions, evolving federal government policy initiatives,uncertainty andpersistentgeopoliticalinflationary pressurestensions have created elevated volatility in domestic and global markets, making it challenging to forecast industrytrends.trends or possible rate changes. Per the Mortgage Bankers Association's ("MBA") Mortgage Finance Forecast as ofAprilJuly 2026, interest rates on a Freddie Mac 30-year, fixed-rate mortgagereachedhaveaaveraged approximately 6.49% to 6.52% through June and early July 2026, relatively stable following the recent high of 6.57% inthe last week ofMarch2026, as longer-term rates jumped on anticipated higher inflation and the 10-year Treasury Yield briefly approached 4.5%, before declining by approximately 20 basis points.2026. Despite continued elevated mortgage rates, the MBA projects a gradual recovery in the housing market. Per theAprilJuly 2026 MBAForecastMortgageCommentary,Finance Forecast, total single-family mortgage origination volume is now forecast to increase by approximately6%5.5% in 2026 as compared to 2025, from approximately $2.05 trillion in origination value toa little less than $2.2$2.16 trillion. Purchase mortgage origination volume is expected to total approximately $1.42 trillion in origination value in 2026, up from approximately $1.36 trillion in 2025, while refinance origination volume is expected to increase to approximately$769$747 billion in origination value from approximately $694 billion in 2025.
“The Company’s net premium written were $2.1 million and $3.7 million for the three and six months ended June 30, 2026, respectively, compared with $2.0 million and $3.4 million for the corresponding periods in 2025. Net premium written increased by $0.1 million, or 5.2%, for the three-month period ended June 30, 2026 as compared to the three-month period ended June 30, 2025, and by $0.3 million, or 8.7%, for the six-month period ended June 30, 2026 as compared to the six-month period ended June 30, 2025. …”see in full comparison
Total revenue wassee in full comparison$3.8$4.5 million and$2.7$8.3 million for thethree-monththree and six-month periods endedMarchJune31,30, 2026, respectively, compared with $4.1 million and $6.8 million for the three and six months ended June 30, 2025. Total revenue increased by $0.4 million, or 9.7%, for the three-month period ended June 30, 2026andasMarchcompared31,to the three-month period ended June 30, 2025,respectively.and by $1.5 million, or 22.0%, for the six-month period ended June 30, 2026 as compared to the six-month period ended June 30, 2025. The increase in revenue was primarily a result of the management fees derived from the Services Agreement with HP Risk and highertitlevolume of affiliated title insurance businessvolume writtenin 2026 as compared to the same period of the prior year.
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 unaffiliated title agencies. Cost of revenuessee in full comparisonforwasthegenerallythree-monthflatperiodsatended$0.2March 31, 2026million andMarch$0.331, 2025 was $0.1 million. The minimal increase in cost of revenuesmillion for the three and six months endedMarchJune31,30, 2026,asrespectively, comparedtowith $0.2 million and $0.3 million for thesamethreeperiodandofsixthemonthspriorendedyear,Junewas30,attributable2025,to loss adjustment expenses reserve established for a title insurance claim. Original estimates of ultimate loss exposures are decreased or increased as additional information becomes known during the adjustment process regarding individual claims.respectively.
“The Company’s net title premium written for the three-month periods ended March 31, 2026 and March 31, 2025 were $1.6 million and $1.4 million, respectively. The increase in net title premium written was due to higher volume of affiliated title business written and expansion of the Company’s market share in the State of Florida. Escrow and other title fees revenue also increased by $0.2 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to higher volume of affiliated title business.”see in full comparison
Full comparison: every changed paragraph (15)
As of MarchJune 31,30, 2026, our sources of income include earnings from our title insurance subsidiaries, management service fees and interest earned on invested assets. 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.
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 declined levels in total real estate transactions in the last several years, largely due to higher mortgage interest rates as compared to pre-2022 levels. During its September, October and December 2025 meetings, the Federal Reserve lowered the federal funds rate by a total of 75 basis points to a current range of 3.50% to 3.75%; however, amid renewed inflationary pressures and ongoing macroeconomic uncertainty,uncertainty and geopolitical tensions, the Federal Reserve held the federal funds rate steady at its January 2026, March 2026 and April 2026 meetings, and recent Federal Open Market Committee projections suggest a more limited pace of additional rate reductions overthrough the remainderfirst half of 2026. While additional federal funds rate decreases, if and when implemented, may positively impact the title insurance market, ongoing geopoliticalmacroeconomic tensions, evolving federal government policy initiatives,uncertainty and persistentgeopolitical inflationary pressurestensions have created elevated volatility in domestic and global markets, making it challenging to forecast industry trends.trends or possible rate changes. Per the Mortgage Bankers Association's ("MBA") Mortgage Finance Forecast as of AprilJuly 2026, interest rates on a Freddie Mac 30-year, fixed-rate mortgage reachedhave aaveraged approximately 6.49% to 6.52% through June and early July 2026, relatively stable following the recent high of 6.57% in the last week of March 2026, as longer-term rates jumped on anticipated higher inflation and the 10-year Treasury Yield briefly approached 4.5%, before declining by approximately 20 basis points.2026. Despite continued elevated mortgage rates, the MBA projects a gradual recovery in the housing market. Per the AprilJuly 2026 MBA ForecastMortgage Commentary,Finance Forecast, total single-family mortgage origination volume is now forecast to increase by approximately 6%5.5% in 2026 as compared to 2025, from approximately $2.05 trillion in origination value to a little less than $2.2$2.16 trillion. Purchase mortgage origination volume is expected to total approximately $1.42 trillion in origination value in 2026, up from approximately $1.36 trillion in 2025, while refinance origination volume is expected to increase to approximately $769$747 billion in origination value from approximately $694 billion in 2025.
Comparison of three and six months ended MarchJune 31,30, 2026 and 2025
The Company’s net premium written were $2.1 million and $3.7 million for the three and six months ended June 30, 2026, respectively, compared with $2.0 million and $3.4 million for the corresponding periods in 2025. Net premium written increased by $0.1 million, or 5.2%, for the three-month period ended June 30, 2026 as compared to the three-month period ended June 30, 2025, and by $0.3 million, or 8.7%, for the six-month period ended June 30, 2026 as compared to the six-month period ended June 30, 2025. The increase in net premium written was due to higher volume of affiliated title insurance business in 2026 as compared to the same period of the prior year. Escrow and other title fees were $0.9 million and $1.6 million for the three and six months ended June 30, 2026, respectively, compared with $0.8 million and $1.4 million for the corresponding periods in 2025. Escrow and other title fees increased by less than $0.1 million, or 5.2%, for the three-month period ended June 30, 2026 as compared to the three-month period ended June 30, 2025, and by $0.2 million, or 14.0%, for the six-month period ended June 30, 2026 as compared to the six-month period ended June 30, 2025, primarily due to higher volume of affiliated title insurance business in 2026 as compared to the same period of the prior year.
The Company’s net title premium written for the three-month periods ended March 31, 2026 and March 31, 2025 were $1.6 million and $1.4 million, respectively. The increase in net title premium written was due to higher volume of affiliated title business written and expansion of the Company’s market share in the State of Florida. Escrow and other title fees revenue also increased by $0.2 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, due to higher volume of affiliated title business.
Management fees increased towere $1.5 million and $3.0 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared with $1.3 million and $2.0 million for the corresponding periods in 2025. Management fees increased by $0.3 million, or 20.0%, for the three-month period ended June 30, 2026 as compared to $0.8the millionthree-month period ended June 30, 2025, and by $1.0 million, or 50.0%, for the threesix-month monthsperiod ended MarchJune 31,30, 2026 as compared to the six-month period ended June 30, 2025. The increase was due to the Services Agreement with HP Risk becoming effective June 1, 2025. HP Risk is a wholly-owned subsidiary of HP Holding Company, LLC, which, in turn, is wholly owned by certain affiliates of Steven A. Hale II, our Chairman and Chief Executive Officer, pursuant to which the Company is providing certain managerial and operational services to HP Risk for consideration from HP Risk of $6.0 million per year over the course of three years. Such services include, but are not limited to: reinsurance brokerage services; the review and improvement of financial goals; compliance with legal and regulatory mandates; maintenance of an ethical business environment; investment and asset manager compliance; cash and equity management; corporate tax management; personnel management; related party transaction oversight; tax preparation administration; strategic capital modeling; the review of potential acquisitions and transactions involving affiliates and third parties, including but not limited to, renewal rights deals, loss portfolio transfers or entity acquisitions; execution of (or provision for the execution of) all general corporate legal matters; and provision of internal control management services.
Total revenue was $3.8$4.5 million and $2.7$8.3 million for the three-monththree and six-month periods ended MarchJune 31,30, 2026, respectively, compared with $4.1 million and $6.8 million for the three and six months ended June 30, 2025. Total revenue increased by $0.4 million, or 9.7%, for the three-month period ended June 30, 2026 andas Marchcompared 31,to the three-month period ended June 30, 2025, respectively.and by $1.5 million, or 22.0%, for the six-month period ended June 30, 2026 as compared to the six-month period ended June 30, 2025. The increase in revenue was primarily a result of the management fees derived from the Services Agreement with HP Risk and higher titlevolume of affiliated title insurance business volume written in 2026 as compared to the same period of the prior year.
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 unaffiliated title agencies. Cost of revenues forwas thegenerally three-monthflat periodsat ended$0.2 March 31, 2026million and March$0.3 31, 2025 was $0.1 million. The minimal increase in cost of revenuesmillion for the three and six months ended MarchJune 31,30, 2026, asrespectively, compared towith $0.2 million and $0.3 million for the samethree periodand ofsix themonths priorended year,June was30, attributable2025, to loss adjustment expenses reserve established for a title insurance claim. Original estimates of ultimate loss exposures are decreased or increased as additional information becomes known during the adjustment process regarding individual claims.respectively.
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 were generally flat at $3.3 million forand the three months ended March 31, 2026 as compared to $3.2$6.6 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared with $3.3 million and $6.5 million for the three and six months ended June 30, 2025.
Other income, net primarily consists of net interest income, change in the net asset value of investment in limited partnership as well as changes in value and income or loss from our related party investments. Other income, net was $0.4 million and $0.7 million, respectively, for the three-monththree periodand six-month periods ended MarchJune 31,30, 2026, compared to $0.3$0.4 million and $0.6 million for the three and six-month periods ended June 30, 2025. Other income, net, was generally unchanged for the three-month period ended MarchJune 31,30, 2026 as compared to the three-month period ended June 30, 2025, and increased by $0.1 million, or 17.5%, for the six-month period ended June 30, 2026 as compared to the six-month period ended June 30, 2025. The increase was primarily a result of higher income from related parties and change in the net asset value of investmentinvestments in limited partnershippartnerships for the three-monthsix-month period ended MarchJune 31,30, 2026, that included $86,000 of income pick up from ACMAT and a $55,000 increase in the net asset value of investment in limited partnership,2026 as compared to an impairment taken on the Company'scorresponding investmentsperiod in HC Series B Stock of $41,000 and a negative change in the net asset value of investment in limited partnership during the three-month period ended March 31, 2025.
Sources of liquidity include cash on hand, earnings from our title insurance subsidiaries, management service fees and interest earned on invested assets. At MarchJune 31,30, 2026, we had $10.7$12.3 million in cash and cash equivalents and an additional $9.8 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 3.3%3.4% annually. During the second quarter of 2025, the Company entered into the Services Agreement with HP Risk under which the Company earns a management advisory fee of $6.0 million per year over the course of three years. 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 provided by operating activities differ from net income (loss) 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 $3.7$4.9 million differs from operating results for the three-monthsix-month period ended MarchJune 31,30, 2026, primarily due to an increase of $3.2$3.1 million in escrow liabilities on the title insurance subsidiaries. Net cash provided by operating activities of $3.6$2.9 million differs from operating results for the three-monthsix-month period ended MarchJune 31,30, 2025, primarily due to an increase of $3.6$2.8 million in escrow liabilities on the title insurance subsidiaries.
Cash flows provided by investing activities include effects of purchases of investments and proceeds from sales or maturities of investments. During the three-monthsix-month period ended MarchJune 31,30, 2026, the Company received proceeds from its investments in limited partnership of $50,000.$0.5 million and purchased approximately $19,000 in property and equipment. During the three-monthsix-month period ended MarchJune 31,30, 2025, the Company's fixed income portfolio matured, resulting in $1.0 million in proceeds. Additionally, during the six-month period ended June 30, 2025, the Company received proceeds of $145,000 related tofrom its investments in limited partnership.partnership of $0.3 million and provided additional contributions to related parties of $0.3 million.
Cash flows used in financing activities include share repurchases and effects of changes in noncontrolling interest. Cash flows used in financing activities for the three-monthsix-month period ended MarchJune 31,30, 2026 of $327,000$359,000 consisted of $287,000 of repurchases of common stock and $40,000$72,000 of distributions to non-controllingnoncontrolling interest shareholders. There was no cash provided by orCash used in financing activities forduring the three-monthsix-month period ended MarchJune 31,30, 2025.2025 consisted of $3.8 million of repurchases of common stock and $17,000 of distributions to noncontrolling interest shareholders.
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, 2025. 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 MarchJune 31,30, 2026.
STLY insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding STLY (13F)
None of the 59 investors we track reported a position in their latest 13F.