HG Holdings, Inc 10-K for FY2024
HG Holdings, Inc. (STLY)
About this 10-K
HG Holdings, Inc filed this 10-K on March 27, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $11.51M
- up 3.6% from $11.11M a year earlier
- Net loss
- $239K
- compared with a net loss of $822K a year earlier
- Diluted EPS
- -$0.08
- compared with -$0.29 a year earlier
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| FORM |
For the fiscal year ended
OR
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.) |
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| (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 if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes ☐
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 Date 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, (check one):
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
Aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant based on the closing price on the over-the-counter market on the Over-The-Counter Quotation Bureau ("OTCQB") on June 28, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter: $
As of March 25, 2025 there were
Documents incorporated by reference: None
| Part I | Page | |
| Item 1 |
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| Item 1A |
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| Item 1B |
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| Item 1C | Cybersecurity | 19 |
| Item 2 |
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| Item 3 |
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| Item 4 |
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| Part II | ||
| Item 5 |
21 | |
| Item 6 |
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| Item 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
22 |
| Item 7A |
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| Item 8 |
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| Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
29 |
| Item 9A |
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| Item 9B |
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| Item 9C |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
30 |
| Part III | ||
| Item 10 |
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| Item 11 |
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| Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
35 |
| Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
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| Item 14 |
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| Part IV | ||
| Item 15 |
Exhibits and Financial Statement Schedules | |
| Item 16 |
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Signatures | |
General
HG Holdings, Inc. (together with its consolidated subsidiaries, the “Company,” “we,” “us,” “our,” “it,” and “its”) operates through its wholly owned subsidiaries, National Consumer Title Insurance Company (“NCTIC”), National Consumer Title Group, LLC (“NCTG”), Title Agency Ventures, LLC (“TAV”), HG Managing Agency, LLC (“HGMA”), 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”).
The Company engages in the business of providing 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 land title insurance for owners and mortgagees as the primary insurer. The Company mainly provides title insurance services in the state of Florida.
The title insurance segment provides title insurance, closing and/or escrow services and similar or related services in connection with residential and commercial real estate transactions. The substantial majority of our business is dependent upon activity in the real estate and mortgage markets, which are cyclical and seasonal. Our strategy is to profitably grow our core title insurance and settlement services business through a focus on continued improvement of our customers’ experiences with our products and services. Our growth strategy also includes potential acquisitions to expand our market share, geographic footprint, and enhance our data or technological capabilities. We remain committed to efficiently managing our business to market conditions throughout business cycles and to deploying our capital to maximize stockholder returns.
The Company is also engaged in real estate-related activities through its equity investments in HC Realty, reinsurance business and management services.
The Company was originally incorporated in Delaware in 1984 under the name Stanley Furniture Company, Inc. Until March 2, 2018, we were a leading design, marketing and distribution resource in the upscale segment of the wood residential furniture market. On March 2, 2018, we sold substantially all our assets (the “Asset Sale”) to Stanley Furniture Company LLC, formerly known as Churchill Downs LLC (the “Buyer”), and changed our name to HG Holdings, Inc.
Title Insurance Segment
Our title insurance segment issues title insurance policies and provides title agency services for residential and commercial real estate transactions. This segment also provides closing and/or escrow services to facilitate real estate transactions.
Overview of Title Insurance Industry
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.
Title Insurance Policies. Title insurance policies insure the interests of owners or lenders against defects in the title to real property. These defects include adverse ownership claims, liens, encumbrances or other matters affecting title. Title insurance policies generally are issued at the request of a preliminary title report or commitment, which documents the current title to the property and any exceptions and/or limitations. The preliminary title report or commitment includes specific exceptions and/or limitations (i.e., the existence of easements, restrictions, rights of way, conditions, encumbrances or other matters affecting the title to, or use of, real property), which the title agent determines through a search of public records and prior title policies.
The beneficiaries of title insurance policies generally are real estate buyers and mortgage lenders. A title insurance policy indemnifies the named insured and certain successors in interest against certain title defects, liens and encumbrances existing as of the date of the policy and not specifically excluded from its provisions. The policy typically provides coverage for the real property mortgage lender in the amount of its outstanding mortgage loan balance and for the buyer in the amount of the purchase price of the property. The potential for claims under a title insurance policy issued to a mortgage lender generally ceases upon repayment of the mortgage loan. The potential for claims under a title insurance policy issued to a buyer generally ceases upon the sale or transfer of the insured property. A title insurer, however, generally does not know when a property has been sold or refinanced except when it issues the replacement coverage. Due to these factors, the total liability of a title underwriter on outstanding policies cannot be precisely determined.
Prior to issuing title policies, title insurers attempt to reduce the risk of claim losses by performing title searches and, in most cases, curing identified title defects. A title insurance company’s primary expenses relate to such searches and examinations and the curative process of defects, preparation of title reports, policies and commitments, and facilitating the close of the real estate transaction. Claim losses typically result from errors made in the title search and examination process, from hidden defects such as fraud, forgery, incapacity, or missing heirs of the property, and from closing-related errors.
Issuing the Policy. Title insurance companies typically issue title insurance policies directly by the title insurer, through affiliated title agencies, or indirectly through independent third-party agencies unaffiliated with the title insurance company. When the policy is issued by a title insurer, the search is performed by or on behalf of the title insurer, and the premium is collected and retained by the title insurer. In a policy issued through an affiliated or independent third-party title agency, the agent performs the title search, and collects and retains a portion of the premium. The agent remits the remainder of the premium to the title insurance company as compensation for bearing the risk of loss in the event a claim is made under the policy. The percentage of the premium retained by an agent varies by geography and may be regulated by the state. The title insurance company is obligated to pay title claims in accordance with the terms of its policies, regardless of whether the title insurance company issues policies through its direct operations, affiliated agents or independent agents.
The Closing Process. In the United States, title insurance is essential to the real estate closing process in most transactions involving real property mortgage lenders. In a typical residential real estate sale transaction where title insurance is issued, a third party, such as a real estate broker or agent, lawyer or closer, orders the title insurance on behalf of an insured or in certain instances, such as with respect to a lender, the insured orders on its own behalf. Once the order has been placed and a title insurance company or an agent has determined the current status of the title to the property to its satisfaction, the title insurer or agent prepares, issues and circulates a commitment or preliminary report. The commitment or preliminary report identifies the conditions, exceptions and/or limitations that the title insurer intends to attach to the policy and identifies items appearing on the title that must be eliminated prior to closing.
Title Insurance Operations
Overview. The Company issues a majority of its title insurance policies in Florida, 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.
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 our 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; however, it 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.
Reinsurance. Within our title insurance segment, we limit our maximum loss by reinsuring risk of loss with other insurers (“reinsurers”) under reinsurance agreements. In these reinsurance arrangements, the primary insurer retains a certain amount of risk under a policy and cedes the remainder of the risk under the policy to the reinsurer. In exchange for accepting the risk of loss, the primary insurer pays the reinsurer premiums and benefits. The primary insurer generally remains liable to its insured for the total risk, but is reinsured for a portion of the total risk under the terms of the reinsurance agreement.
Competition. Competition for title insurance, escrow and other title services is based primarily on service, quality, price, customer relationships and the ease of access and use of the products. The number of competing companies and the size of such companies vary significantly by geographic regions. The four largest title insurance companies typically maintain greater than 80% of the market for title insurance in the United States. In our principal market, competitors include major title underwriters such as Fidelity National Financial, Inc., First American Financial Corporation, Old Republic International Corporation, Stewart Information Services Corporation, Westcor Land Title Insurance Company, and WFG National Title Insurance Company, as well as other regional title insurance companies, underwritten title companies and independent agency operations. Certain title insurers may have greater financial resources, larger distribution networks and more diverse offerings and geographic footprint than us. The addition or removal of regulatory barriers and/or new technologies may result in changes to competition in the title insurance business. Numerous agency operations throughout our geographic footprint also provide aggressive competition to our title agency business.
Regulation. Our title insurance subsidiaries are subject to extensive regulation under applicable state laws. The title insurer is subject to a holding company act in its state of domicile, which regulates, among other matters, the ability to pay dividends and enter into transactions with affiliates. State statutes establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, accounting practices, financial practices, establishing reserve and capital and surplus, defining suitable investments for reserves and surplus, and approving premium rate schedules.
Reinsurance Segment
The Company previously engaged in providing another insurance company excess-of-loss reinsurance coverage related to catastrophic weather risk in Texas which expired on December 31, 2022. 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.
Effective January 1, 2024, the Company, through HGMA, was 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 was for twelve months from January 1, 2024 through December 31, 2024, for a monthly fee of $200,000. HPMA is a related party of the Company as it is controlled by Steven A. Hale II, who serves as our Chairman, Chief Executive Officer and Director.
Effective April 1, 2023, the Company, through HGMA, was engaged to provide management advisory services to 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 $200,000, and was renewed effective October 1, 2023 for an additional three months. The engagement expired in accordance with its terms on December 31, 2023.
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 included 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 $50,000, and was renewed effective April 1, 2024 for an additional nine months. The engagement expired in accordance with its terms on December 31, 2024.
For information about our reportable segments refer to Note 8, Segment Information in the accompanying notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Forward-Looking Statements
Certain statements made in this Annual Report on Form 10-K are not based on historical facts but are forward-looking statements within the meaning of applicable securities laws. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable law. 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, are not guarantees of future performance, and are subject to risks and uncertainties, some of which are beyond our control and difficult to predict, 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 Company’s title insurance operations and/or the business or assets of HC Realty and the value of our investment in HC Realty, such as HC Realty's dependence on leases by the U.S. government and its agencies for substantially all of its revenues, and the risk that the U.S. government reduces its spending on real estate or that it changes its preference away from leased properties. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. We caution readers not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date this Annual Report on Form 10-K is filed with the Securities and Exchange Commission (the "SEC"). We make no representation, express or implied, about the accuracy of any such forward-looking statements contained hereunder. Except as otherwise required by federal securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.
Stockholders should carefully review the Item IA. Risk Factors section below for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition.
Information about our Executive Officers
Our executive officers, who are elected annually, and their ages as of January 1, 2025, are as follows:
| Name |
Age |
Position |
||
| Steven A. Hale II |
41 | Chairman, Chief Executive Officer and Director |
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| Anna A. Lieb |
41 | Principal Financial and Accounting Officer; Secretary |
Steven A. Hale II is the founder of HPCM, an asset management firm that serves as the investment manager to certain privately held investment partnerships. Mr. Hale has held this position since 2010. From 2007 to 2010, prior to founding HPCM, Mr. Hale was an associate director with Babson Capital Management, LLC, an asset management firm, where he had responsibility for coverage of distressed debt investments across a variety of industries. From 2005 to 2007, Mr. Hale was a leveraged finance analyst with Banc of America Securities. Mr. Hale has served as a director of the Company since February 2017, as Chairman of the Company’s Board of Directors (the "Board") since November 2017 and as an officer of the Company since March 2018. Mr. Hale has also served as the Chairman and Chief Executive Officer of HC Realty since March 2019. He has also served as President of HC Realty from August 2020 until January 2022 and again beginning in August 2024.
Anna A. Lieb joined the Company in September 2023 as the Controller of HGMA, a wholly-owned subsidiary of the Company, and assumed the role of Principal Financial and Accounting Officer, Secretary effective May 31, 2024. Mrs. Lieb has over 16 years of experience in finance and accounting, specializing in the insurance industry. Prior to joining the Company, Mrs. Lieb served as a Financial Controller and Vice President of SEC Reporting at SiriusPoint Ltd. from March 2019 to August 2023. From November 2013 until joining SiriusPoint Ltd., Mrs. Lieb served as an Accounting Advisory and Policy Manager at Marsh & McLennan Companies, Inc. Prior to that, Mrs. Lieb was an Audit Manager at KPMG LLP.
Employees
As of December 31, 2024, we had 69 employees, 68 of which were full-time employees.
Available Information
Our principal Internet address is www.hgholdingsinc.net. We make available, free of charge, on this website our annual, quarterly and current reports, proxy statements, and other filings with the SEC, including amendments to such filings, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These filings are also available free of charge through the SEC’s website, www.sec.gov.
In addition, you may request a copy of these filings (excluding exhibits) at no cost by writing, telephoning or e-mailing us at the following address, telephone number or e-mail address:
HG Holdings, Inc.
2115 E. 7th Street, Suite 101
Charlotte, North Carolina 28204
Attention: Mr. Steven A. Hale II
Telephone: 850-299-9296
Email: investor@hgholdingsinc.net
An investment in our common stock involves a high degree of risk. You should consider carefully the specific risk factors described below in addition to the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes included elsewhere in this Annual Report on Form 10-K, before making a decision to invest in our common stock. If any of these risks actually occurs, our business, financial condition, results of operations or prospects could be materially and adversely affected. This could cause the trading price of our common stock to decline and a loss of all or part of your investment.
Risks Related to the Company
We have limited operating history in the title insurance and title agency businesses.
Since the Asset Sale on March 2, 2018, we completed the acquisitions of NCTIC, through which we provide title insurance, and NCTG, TAV, ONTA, ONF and ONP, through which we provide title agency services. We have limited operating history in the title insurance and title agency lines of business. Accordingly, our future success may in part be subject to the risks, expenses, uncertainties and delays inherent in establishing a footprint in this line of business and our ultimate success in the title insurance and title agency business cannot be assured.
Additionally, we may seek to acquire other assets in the title insurance and title agency businesses. If we are not successful in identifying, acquiring and operating such assets, our results of operations and cash flows may be adversely affected and our stock price may decline.
An “ownership change” could limit the use of our net operating loss carryforwards and our potential to derive a benefit from our net operating loss carryforwards.
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% over the lowest percentage of our common stock owned by such shareholder during a three-year test period.
Resources may be expended in researching potential acquisitions that might not be consummated.
The investigation of additional businesses or assets to acquire and the negotiation, drafting and execution of relevant agreements and other documents will require substantial management time and attention in addition to potentially incurring legal and other professional expenses. If a decision is made not to complete a specific acquisition, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific acquisition, we may fail to consummate the acquisition for any number of reasons including those beyond our control.
We may be required to register under the Investment Company Act of 1940, as amended (the “1940 Act”).
Under Section 3(a)(l) of the 1940 Act, an issuer is deemed to be an investment company if it is engaged in or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. The 1940 Act defines “investment securities” broadly to include virtually all securities except U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves regulated or exempt investment companies. Consequently, the securities of HC Realty we hold may be considered investment securities and we may fall within the scope of Section 3(a)(1)(C) of the 1940 Act.
A company that falls within the scope of Section 3(a)(1)(C) of the 1940 Act can avoid being regulated as an investment company if it can rely on certain of the exclusions or exemptions under the 1940 Act. One such exclusion is set forth in Rule 3a-1 under the 1940 Act, which provides a safe harbor from investment company registration for an issuer if no more than 45% of the value of its total assets consists of, and no more than 45% of its net income after taxes is derived from, securities, other than, among other limited types of securities, those issued by companies which are controlled primarily by such issuer. We acquired an equity interest in HC Realty on March 19, 2019. On April 3, 2020, April 29, 2020, and June 29, 2020, we purchased an aggregate of 825,000 additional shares of HC Series B Stock for an aggregate purchase price of $8.25 million. As a result of these purchases, we now own approximately 28.0% of the voting interest in HC Realty. We believe that these additional purchases allow us to rely on the safe harbor from investment company registration set forth in Rule 3a-1 of the 1940 Act because we own (i) at least 25% of the voting securities of HC Realty, resulting in us being presumed to control HC Realty within the meaning of Section 2(a)(9) of the 1940 Act and (ii) a sufficient number of shares of HC Series B Stock so that we primarily control HC Realty within the meaning of Rule 3a-1 of the 1940 Act.
We have not sought or obtained an exemptive order, no-action letter or any other assurances from the SEC or its staff regarding our ability to rely on Rule 3a-1 of the 1940 Act, nor has the SEC or its staff provided any such order, no-action letter or other assurances. If we are required to register under the 1940 Act, compliance with these additional regulatory burdens would significantly increase our operating expenses. Registered investment companies are subject to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates.
Cybersecurity risks and cyber incidents may adversely affect our business in the event we or any other party that provides us with essential services experiences cyber incidents.
We and any other party that provides us with services essential to our operations (including, but not limited to, our title insurance and title agency subsidiaries) are vulnerable to service interruptions or damages from any number of sources, including computer viruses, malware, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption.
The risk of a security breach or disruption, particularly through cyberattacks or cyber intrusions, including by computer hackers, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, and will likely continue to increase in the future. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyberattacks, including, without limitation, nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third-party service providers upon which we may rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyberattacks.
The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our stockholder relationships. As we and the parties that provide essential services to us increase our and their reliance on technology, the risks posed to the information systems of such persons have also increased. We have implemented processes, procedures and internal controls to help mitigate cyber incidents, but these measures do not guarantee that a cyber-incident will not occur or that attempted security breaches or disruptions would not be successful or damaging. A cyber incident could materially adversely impact our business, financial condition, results of operations, cash flows, or our ability to satisfy our debt service obligations. There also may be liability for any stolen assets or misappropriated Company funds or confidential information. Any material adverse effect experienced by us or other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us.
We may use artificial intelligence in our business and we are subject to risks related to such use.
We may use artificial intelligence in our business or incorporate artificial intelligence into our products and services. The artificial intelligence we may use may not operate properly or as expected, which could cause our title insurance subsidiaries to write policies they may not have otherwise written, misprice policies, assume greater risks, or overpay customer claims, among other potential negative impacts on our business and operations. Our existing competitors, new entrants, technology companies or other third parties may leverage artificial intelligence to the benefit of their business or operations or may incorporate artificial intelligence into their products and services more quickly or successfully than we do, which could make us less competitive and negatively impact our results of operations. In addition, if the content, analyses, output or recommendations produced by or with the assistance of artificial intelligence are unintentionally, or are alleged to be, deficient, inaccurate or misleading, our business, financial condition and results of operations may be adversely impacted.
We hold our cash and restricted cash in depository accounts that could be adversely affected if the financial institutions holding such deposits fail.
In 2023, certain specialized banking institutions with elevated concentrations of uninsured deposits experienced large deposit outflows coupled with insufficient liquidity to meet withdrawal demands, resulting in the institutions being placed into Federal Deposit Insurance Corporation (“FDIC”) receiverships. We maintain our cash and restricted cash at insured financial institutions. The account balances at each institution periodically substantially exceed the FDIC insurance coverage of $250,000, and, as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. If a bank in which we hold funds fails or is subject to adverse conditions in the financial or credit markets, we may be subject to a risk of loss or delay in accessing all or a portion of our funds exceeding the FDIC insurance coverage, which could adversely impact our short-term liquidity, ability to operate our business, and financial performance. To date, we have not experienced any material loss as a result of the failure of any financial institution in which we hold cash or restricted cash in depository accounts.
Catastrophic events, including, but not limited to, natural events and the outbreak of diseases, along with geopolitical concerns and changes to trade policy, could have a material adverse impact on our financial performance and results of operations.
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 Israel and Hamas), 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.
Our common stock is traded on the OTCQB and there may be limited ability to trade our common stock.
Trading of our common stock is currently conducted in the over-the-counter market on the OTCQB, which is generally a less active, and therefore a less liquid, trading market than other types of markets such as national stock exchanges. As a result, an investor may find it more difficult to dispose of, or obtain accurate quotations for the price of, our common stock than if our shares of common stock were traded on other markets.
Risks Related to our Title Insurance and Title Agency Businesses
Conditions in the real estate market generally impact the demand for a substantial portion of our title insurance and title agency subsidiaries’ products and services and NCTIC’s title claims experience.
Demand for a substantial portion of our title insurance and title agency subsidiaries’ products and services generally decreases as real estate activity, such as sales, mortgage financing and mortgage refinancing, decreases. We have found that real estate activity and, as a result, the demand for our title insurance and title agency subsidiaries’ products and services, generally decreases in the following situations:
| ● |
When mortgage interest rates are high or rising; |
| ● |
When the availability of credit, including commercial and residential mortgage funding, is limited; and |
| ● |
When real estate affordability is declining. |
National inventory levels for residential real estate have declined over the past several years and remain below historical average levels. The number of residential purchase transactions has also declined, particularly as a result of decreased demand due to increased mortgage interest rates beginning in 2022. Residential refinance activity is also strongly correlated with changes in mortgage interest rates, and rising mortgage interest rates during previous years have, expectedly, had an adverse impact on our refinance business, which is expected to continue for so long as mortgage interest rates remain high relative to the interest rates of outstanding mortgages. Higher interest rates have also negatively impacted the volume of commercial transactions since 2022.
Additionally, these market conditions and the increase in foreclosures that often results therefrom, may adversely impact NCTIC’s title claims experience. Historically, increasing foreclosure activity has led to an increase in title claims.
Historically, uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets and a general decline in the value of real property, have created a difficult operating environment for our title insurance and title agency subsidiaries’ core title and settlement businesses.
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 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. Should the Federal Reserve decide to raise rates in the future, this will result in further increases in market interest rates and continued low volume of real estate activity. In a rising interest rate environment, any leverage that we incur may bear a higher interest 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, 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.
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.
Our revenues and results of operations have been and may in the future be adversely affected by a decline in real estate prices, real estate activity and the availability of financing alternatives. Deterioration in the macroeconomic environment generally causes weakness or adverse changes in the level of real estate activity, which could have a material adverse effect on our consolidated financial condition or results of operations. Also, we may not be able to accurately predict the effects of periods or expectations of high or rapidly rising inflation rates, and governmental responses thereto, and may not respond in a timely or adequate manner to mitigate the negative effects of such inflation, such as decreases in the demand for our products and services and higher labor and other expenses. Depending upon the ultimate severity and duration of any economic downturn, the resulting effects on our title insurance and title agency subsidiaries’ businesses could be materially adverse, including a significant reduction in revenues, earnings and cash flows, deterioration in the value of or return on their investments and increased credit risk from customers and others with obligations to our title insurance and title agency subsidiaries.
Changes in our relationships with large mortgage lenders or government–sponsored enterprises could adversely affect our business.
Large mortgage lenders and government-sponsored enterprises, because of their significant role in the mortgage process, have significant influence over our title insurance and title agency subsidiaries and other service providers. Changes in our relationship with any of these lenders or government-sponsored enterprises, the loss of all or a portion of the business we derive from these parties, any refusal of these parties to accept our products and services, the modification of the government-sponsored enterprises’ requirement for title insurance in connection with mortgages they purchase or the use of alternatives to our products and services, could have a material adverse effect on our business.
A downgrade by ratings agencies, reductions in statutory capital and surplus maintained by NCTIC, our title insurance underwriter, or a deterioration in other measures of financial strength could adversely affect our business.
The financial strength of NCTIC may be measured by ratings provided by ratings agencies. Demotech, Inc. currently rates NCTIC’s operations. NCTIC’s financial strength ratings are “Exceptional” or “A” by Demotech, Inc. This rating provides the ratings agency’s perspective on NCTIC’s financial strength, operating performance and cash generating ability. The ratings agency will continually review these ratings and the ratings are subject to change. If NCTIC’s ratings are downgraded from current levels by Demotech, Inc. or any other ratings agencies, NCTIC’s ability to retain existing customers and develop new customer relationships may be negatively impacted, which could result in a material adverse impact on our consolidated financial condition or results of operations.
Statutory capital and surplus, or the amount by which statutory assets exceed statutory liabilities, is also a measure of financial strength of an insurance company. Accordingly, if the statutory capital and surplus of NCTIC is reduced from the current level, or if there is a deterioration in other measures of financial strength, NCTIC’s results of operations, competitive position and liquidity could be adversely affected.
The issuance of title insurance policies and related activities by title agents, some of which operate with substantial independence from us, could adversely affect our business.
Our title insurance subsidiaries issue a significant portion of their policies through title agents, some that may operate largely independent of us. There is no guarantee that these title agents will fulfill their contractual obligations to our title insurance subsidiaries, which contracts include limitations that are designed to limit our title insurance subsidiaries’ risk with respect to the title agents’ activities. In addition, regulators are increasingly seeking to hold companies such as our title insurance subsidiaries responsible for the actions of these title agents and, under certain circumstances, our title insurance subsidiaries may be held liable directly to third parties for actions (including defalcations) or omissions of these title agents. As a result, the use of title agents by our title insurance subsidiaries could result in increased claims on the policies issued through title agents and an increase in other costs and expenses.
Competition in the title insurance industry may affect our revenues.
Competition in the title insurance industry is intense, particularly with respect to price, service and expertise. Larger commercial customers and mortgage originators also look to the size and financial strength of a title insurer. The four largest title insurance companies typically maintain greater than 80% of the market for title insurance in the United States. In our principal market, competitors include other major title underwriters such as Fidelity National Financial, Inc., First American Financial Corporation, Old Republic International Corporation, Stewart Information Services Corporation, Westcor Land Title Insurance Company, and WFG National Title Insurance Company, as well as other regional title insurance companies, underwritten title companies and independent agency operations. Although we are not aware of any current initiatives to reduce regulatory barriers to entering our industry, any such reduction could result in new competitors, including financial services firms or institutions, entering the title insurance business. From time-to-time, new entrants enter the marketplace with alternative products to traditional title insurance, although many of these alternative products have been disallowed by title insurance regulators. Further, advances in technologies, including artificial intelligence, could, over time, significantly disrupt the traditional business model of financial services and real estate-related companies, including title insurance companies. These alternative products or disruptive technologies, if permitted by regulators, could have a material adverse effect on our revenues and earnings.
We depend on our ability to attract and retain key personnel and agents, and our inability to do so could adversely affect our business.
Competition for skilled and experienced personnel in our industry is high, and our success is substantially dependent on our ability to attract and retain such personnel. We may have difficulty hiring and retaining the necessary marketing and management personnel to support future growth plans. Also, our results of operations and financial condition could be adversely affected if we are unsuccessful in attracting and retaining new agents.
Our title insurance and title agency subsidiaries rely on their systems, employees and domestic banks to transfer funds on behalf of our title insurance and title agency subsidiaries as well as title agents that are not affiliates of ours. These transfers are susceptible to user input error, fraud, system interruptions, incorrect processing and similar errors that from time-to-time result in lost funds or delayed transactions. Our title insurance and title agency subsidiaries’ email and computer systems and systems used by their agents, customers and other parties involved in a transaction may be subject to, and may continue to be the target of, fraudulent attacks, including attempts to cause our title insurance and title agency subsidiaries or their agents to improperly transfer funds. Funds transferred to a fraudulent recipient are often not recoverable. In certain instances, our title insurance and title agency subsidiaries may be liable for those unrecovered funds. The controls and procedures used by our title insurance and title agency subsidiaries to prevent transfer errors and fraud may prove inadequate, resulting in financial losses, reputational harm, loss of customers or other adverse consequences which could be material.
Regulatory oversight and changes in government regulation could prohibit or limit our title insurance and title agency subsidiaries’ operations, make it more costly or burdensome to conduct such operations or result in decreased demand for their products and services.
| ● |
approving or setting of insurance premium rates; |
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standards of solvency and minimum amounts of statutory capital and surplus that must be maintained; |
| ● |
limitations on types and amounts of investments; |
| ● |
establishing reserves, including statutory premium reserves, for losses and loss adjustment expenses; |
| ● |
regulating underwriting and marketing practices; |
| ● |
regulating dividend payments and other transactions among affiliates; |
| ● |
prior approval for the acquisition and control of an insurance company or of any company controlling an insurance company; |
| ● |
licensing of insurers, agencies and, in certain states, escrow officers; |
| ● |
regulation of reinsurance; |
| ● |
restrictions on the size of risks that may be insured by a single company; |
| ● |
deposits of securities for the benefit of policyholders; |
| ● |
approval of policy forms; |
| ● |
methods of accounting; and |
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filing of annual and other reports with respect to financial condition and other matters. |
These regulations may impede or impose burdensome conditions on rate increases or other actions that we might want to take to enhance our operating results. In addition, state regulators perform periodic examinations of insurance companies, which could result in increased compliance or legal expenses.
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 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 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. 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.
Regulation of title insurance rates could adversely affect our business.
Title insurance rates are subject to extensive regulation, which varies from state to state. Our title insurance subsidiaries currently operate primarily in the state of Florida. In Florida, rates are promulgated by the state insurance regulator. Our insurance subsidiaries’ ability to promptly adapt to changing market dynamics through price adjustments may be limited due to the rates promulgated by the state’s insurance regulator, particularly in a declining market.
Our title insurance business may be adversely affected by business or regulatory conditions that disproportionately affect Florida.
Our title insurance subsidiaries currently operate primarily in the state of Florida. As a result of the significant income derived from customers in this state, our title insurance business is exposed to adverse business or regulatory conditions that significantly or disproportionally affect Florida. For example, a declining business climate or real estate market that is localized in Florida could have an adverse effect on the title insurance segment’s results of operations. Adverse regulatory developments, including reductions in rates or increased regulatory or capital requirements in Florida could similarly adversely affect the title insurance segment’s business, financial condition and results of operations.
Risks Related to our Investment in HC Realty
Our investment in HC Realty may lose value.
We owned approximately 28.0% of the voting interest in HC Realty as of December 31, 2024. 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.
HC Realty depends on leases by the U.S. government and its agencies for substantially all of its revenues and any failure by the U.S. government and its agencies to perform their obligations under their leases or renew their leases upon expiration could have a material adverse effect on our investment in HC Realty.
As of December 31, 2024, leases by the U.S. government and its agencies accounted for substantially all of HC Realty’s revenues. We expect that leases to agencies of the U.S. government will continue to be HC Realty’s primary source of revenues for the foreseeable future. Due to such concentration, any failure by the U.S. government to perform its obligations under its leases or a failure to renew its leases upon expiration, could cause interruptions in the receipt of lease revenue or result in vacancies, or both, which would reduce HC Realty’s revenue until the affected properties are leased, and could decrease the ultimate value of the affected property upon sale and have a material adverse effect on our investment in HC Realty. In addition, 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.
Some of HC Realty’s leases with the U.S. government permit the U.S. government to terminate the lease and discontinue paying rent prior to the lease expiration date.
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 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.
The U.S. government may consolidate its existing GSA leases, which may have an adverse effect on HC Realty’s business and results of operations and our investment in HC Realty.
The U.S. government has been acting to reduce its expenses by consolidating various lease agreements for single office buildings in which several agencies and/or branches are located. HC Realty faces the risk that such consolidation will take place in one or more of its Government Properties, leading lessees to migrate to a property that is not beneficially owned by HC Realty. There can be no assurance that the U.S. government will not consolidate GSA leases. Because many of the Government Properties were built or renovated for specific GSA lessees, it may be difficult to find other tenants interested in facilities with these specifications. HC Realty may consequently have to invest significant amounts of capital to renovate Government Properties with GSA specifications for other tenants. The vacancies or costs attendant to renovations for new tenants resulting from U.S. government lease consolidation could significantly impair HC Realty’s revenues and business strategy and our investment in HC Realty.
The value of our investment in HC Realty would be adversely affected if HC Realty failed to qualify as a REIT.
HC Realty has elected to be treated as a REIT for U.S. federal income tax purposes. HC Realty’s continued qualification as a REIT depends on its satisfaction of certain asset, income, organizational, distribution and stockholder ownership requirements on a continuing basis. HC Realty’s ability to satisfy some of the asset tests depends upon the fair market values of its assets, some of which are not able to be precisely determined and for which HC Realty has indicated it will not obtain independent appraisals. If HC Realty fails to qualify as a REIT in any taxable year, and certain statutory relief provisions are not available, HC Realty would be subject to U.S. federal income tax on its taxable income at regular corporate rates and distributions to stockholders would not be deductible by it in computing its taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution. Unless entitled to relief under certain provisions of the Internal Revenue Code of 1986, as amended, HC Realty also would be disqualified from taxation as a REIT for the four taxable years following the year during which HC Realty ceased to qualify as a REIT. In addition, if HC Realty fails to qualify as a REIT, HC Realty will no longer be required to make distributions. As a result of all these factors, HC Realty’s failure to qualify as a REIT could impair its ability to expand business and raise capital and could adversely affect the value of our investment in HC Common Stock and HC Series B Stock.
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.
Risks Related to Conflicts of Interest
Our Chairman and Chief Executive Officer, who is also a director, may have potential or actual conflicts of interest because of his positions with HPCM and HC Realty.
Steven A. Hale II, our Chairman and Chief Executive Officer, is the sole manager of HPCM which serves as the investment adviser for the Hale Partnership Fund, L.P. and related entities (collectively, the “Hale Funds”) and certain holders of HC Series B Stock other than us. The Hale Funds own approximately 36.0% of our outstanding common stock. We also own HC Series B Stock and HC Common Stock. Mr. Hale also serves as Chairman, Chief Executive Officer and President and a director of HC Realty.
Item 1B. Unresolved Staff Comments
None.
Our strategies, policies, and initiatives aimed at protecting our systems and data against potential threats are outlined below.
1. Cybersecurity Governance:
The Company has established a robust governance framework to oversee cybersecurity initiatives. This framework includes:
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| ● | Clear delineation of roles and responsibilities within the organization for cybersecurity-related tasks. |
2. Cybersecurity Policies:
| ● | Access control: Ensuring that access to sensitive systems and data is granted only to authorized personnel and regularly reviewed and updated. |
| ● | Incident response: Establishing procedures for responding to cybersecurity incidents in a timely and effective manner. This includes notifying appropriate stakeholders, conducting a thorough investigation, and implementing remediation measures to prevent future occurrences. |
| ● | Employee training: Providing ongoing cybersecurity awareness training to all employees to ensure they understand their role in protecting company assets. |
3. Cybersecurity Compliance:
The Company is committed to complying with all applicable cybersecurity regulations and standards. We regularly our cybersecurity practices to ensure they align with industry best practices and regulatory requirements.
Cybersecurity is a top priority for us and we are dedicated to continuously improving our cybersecurity posture to protect our systems and data from evolving threats. By implementing robust governance, policies, technologies, and compliance measures, we strive to maintain the trust and confidence of our stakeholders in our ability to safeguard their information.
Pursuant to the Company’s cybersecurity policy, the Board will be promptly notified of any material cybersecurity incident required to be disclosed under Item 1.05 of Form 8-K and shall oversee the Company’s response to such matter.
Our corporate headquarters is located in Charlotte, North Carolina where we lease office space. The Company’s subsidiaries, principally Omega, lease office space throughout Florida. It is our opinion that these leased properties are in good operating condition, suitable, and adequate for present uses.
The information required for this Part I, Item 3 is incorporated by reference to the discussion under the heading “Litigation” in Note 12, Commitments and Contingencies in the accompanying notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market and Dividend Information
Our common stock is traded in the over-the-counter market on the OTCQB under the symbol “STLY”. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
As of March 18, 2025, we had approximately 399 beneficial stockholders. We currently anticipate that we will retain all future earnings for the operation of our business, and we do not currently intend to pay any cash dividends on our common stock in the foreseeable future.
Issuer Purchases of Equity Securities
On August 5, 2022, 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 (the “2024 Repurchase Program”) and discontinued the 2022 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 Company did not repurchase any shares of common stock during the three months ended December 31, 2024.
| Reserved |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.
The statements in this discussion regarding business outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to the risks and uncertainties described in Part I, Item 1A “Risk Factors.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Overview
For a description of our business, including descriptions of segments, see the discussion under Business in Item 1 of Part I of this Annual Report on Form 10-K, which is incorporated by reference into this Item 7 of Part II of this Annual Report on Form 10-K.
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.
Real Estate Segment
Reinsurance Segment
Results of Operations
The following table sets forth the key items discussed in the results of operations section below for the years ended December 31, 2024 and 2023 (dollar amounts in thousands):
| December 31, 2024 |
December 31, 2023 |
Change |
||||||||||
| Net title premium written |
$ | 6,009 | $ | 5,948 | $ | 61 | ||||||
| Reinsurance premium written |
- | 300 | (300 | ) | ||||||||
| Escrow and other title fees |
2,501 | 2,605 | (104 | ) | ||||||||
| Management fees |
3,003 | 2,255 | 748 | |||||||||
| Total revenue |
$ | 11,513 | $ | 11,108 | $ | 405 | ||||||
| Cost of revenues |
(595 | ) | (575 | ) | (20 | ) | ||||||
| Gross profit |
$ | 10,918 | $ | 10,533 | $ | 385 | ||||||
| Operating expenses |
(12,579 | ) | (12,992 | ) | 413 | |||||||
| Other income, net |
1,394 | 1,551 | (157 | ) | ||||||||
| Loss before income taxes |
$ | (267 | ) | $ | (908 | ) | $ | 641 | ||||
| Effective tax rate |
6.7 | % | (5.0) | % | ||||||||
2024 Compared to 2023
As of December 31, 2024, 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 paid 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 $6.0 million for the year ended December 31, 2024 from $5.9 million for the year ended December 31, 2023. This growth was offset by no reinsurance coverage written in 2024. The Company's reinsurance segment generated $0.3 million of earned reinsurance premium for the year ended December 31, 2023.
The Company’s escrow and other title fees remained relatively flat at $2.5 million for the year ended December 31, 2024, compared to $2.6 million for the year ended December 31, 2023.
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, 2024 were $12.6 million, as compared to $13.0 million for the year ended December 31, 2023. The decrease in operating expenses was primarily attributable to savings from the Company's workforce optimization efforts during 2024.
Other income and expenses primarily consist of interest and dividend income, changes in the net asset value of investment in limited partnership, changes in value of our related party investments and legal settlements and recoveries. During the year ended December 31, 2024, the Company generated $1.4 million in other income and expense, largely driven by a recovery of $1.1 million on 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). 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 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, 2024 and 2023 was 6.7% and (5.0%), 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.
Financial Condition, Liquidity and Capital Resources
Sources of liquidity include cash on hand, earnings from our title insurance and title agency subsidiaries, management service fees earned, and interest and dividends from deposits and invested assets. We expect cash on hand to be adequate for ongoing operational expenditures for at least 12 months from the date of the issuance of the accompanying consolidated financial statements. At December 31, 2024, we had $12.1 million in cash and cash equivalents and an additional $8.3 million in restricted cash, all of which is cash held in escrow for title insurance transactions. The Company records an offsetting escrow liability given that we are liable for the disposition of these escrowed funds. A portion of our unrestricted and restricted cash and cash equivalents is currently held in savings accounts earning interest at approximately 3.6% annually.
Cash Flows
(in thousands)
| 2024 |
2023 |
|||||||
| Net cash provided by operating activities |
$ | 1,961 | $ | 1,683 | ||||
| Net cash provided by investing activities |
1,060 | 1,116 | ||||||
| Net cash used in financing activities |
(364 | ) | (52 | ) | ||||
| Net increase in cash and cash equivalents and restricted cash |
2,657 | 2,747 | ||||||
| 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 |
$ | 20,409 | $ | 17,752 | ||||
Cash flows from operating activities differ from net income 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 $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, 2024, the Company had $1.1 million of net cash provided by investing activities, which was a result of $2.4 million of proceeds from redemptions of securities and returns on 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, 2024 were $0.4 million and consisted of $243,000 in repurchases of shares of common stock and $121,000 of distributions to minority stockholders. Cash flows used in financing activities for the year ended December 31, 2023 were $52,000 and consisted of $62,000 in repurchases of shares of common stock, partially offset by $10,000 provided by minority stockholders in exchange for an interest in a consolidated subsidiary.
Critical Accounting Estimates
See Note 1, Significant Accounting Policies in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a summary of our significant accounting and reporting policies.
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), which requires management to make estimates and assumptions. We believe that the accounting policies that require the most significant judgments and estimations by management are: (1) valuation of goodwill, (2) valuation of investments in related parties, and (3) reserve for title claims. If actual events differ significantly from the underlying judgments or estimates used by management in the application of these accounting policies, there could be a material adverse effect on our results of operations and financial condition.
Valuation of Goodwill Impairment
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.
Valuation of Investments in Related Parties
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, Investments in Related Parties and Note 1, 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.
The Company's review of its investments in related parties is performed on a regular basis to determine if the investments are impaired. For purposes of this assessment, the Company performs a qualitative review where it considers the investee’s cash position, liquidity, earnings and revenue outlook, equity position, and ownership, among other factors. If the qualitative impairment assessment leads to a conclusion that a potential impairment exists, a quantitative assessment is performed. In performing the quantitative assessment for impairment, the Company estimates a fair value of the investment utilizing a combination of the income, market and cost approach, where applicable. If indicated fair value is lower than the carrying amount of the investment, the Company recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the investment and its carrying amount. The valuation techniques performed in our quantitative analysis make use of the investee's growth projections and free cash flows, assumptions related to risk-adjusted discount rate, timing of liquidity events, determination of market multiples and comparative companies, and assumptions related to reproduction or replacement value. Forecasts of future operations are based, in part, on assumptions and data provided by management of the investee and our expectations as to market, peer data and research, which are inherently uncertain and difficult to project. Due to the uncertainty and complexity of performing the valuation analysis, future results related to market conditions and the investee's business operations and other inputs to the analysis may be worse than estimated or assumed. In such cases, we may be exposed to future material impairments of our investments in related parties.
As of December 31, 2024, the Company recognized $1.2 million in impairments to investments in related parties. No impairments were recognized in 2023.
Reserve for Title Claims
The table below summarizes our reserves for known claims and IBNR claims related to title insurance (in thousands):
| As of |
As of |
|||||||
| December 31, 2024 |
December 31, 2023 |
|||||||
| Known title claims |
$ | 114 | $ | 8 | ||||
| IBNR title claims |
523 | 305 | ||||||
| Total title claims |
637 | 313 | ||||||
| Non-title claims |
- | - | ||||||
| Total reserve for title claims |
$ | 637 | $ | 313 | ||||
Although claims against title insurance policies can be reported relatively soon after the policy has been issued, claims may be reported many years later. 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. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors. The Company continually reviews and adjusts its reserve estimates as necessary to reflect its loss experience and any new information that becomes available. 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.
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 December 31, 2024.
The table below presents our title insurance loss development experience for the past two years (in thousands):
| For the Year |
For the Year |
|||||||
| Ended |
Ended |
|||||||
| December 31, 2024 |
December 31, 2023 |
|||||||
| Beginning reserves |
$ | 313 | $ | 287 | ||||
| Provision for claims related to: |
||||||||
| Current year |
219 | 180 | ||||||
| Prior years |
109 | (6 | ) | |||||
| Total provision for claim losses |
328 | 174 | ||||||
| Claims paid related to: |
||||||||
| Current year |
- | - | ||||||
| Prior years |
(4 | ) | (148 | ) | ||||
| Total title claims paid |
(4 | ) | (148 | ) | ||||
| Ending reserve for title claims |
$ | 637 | $ | 313 | ||||
As of December 31, 2024 and 2023, our title claim reserves were $637,000 and $313,000, 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, 2024 and 2023, the Company recognized $109,000 and ($6,000), 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.
At December 31, 2024 and 2023, there were no reinsurance recoverables on paid claims or unpaid reserves.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable as the Company is a smaller reporting company.
Item 8. Financial Statements and Supplementary Data
See the “Index to Consolidated Financial Statements” at page F-1 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness 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 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 December 31, 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 December 31, 2024, were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Under Rule 13a-15(c), management must evaluate, with the participation of the principal executive officer and principal financial officer, the effectiveness, as of the end of each fiscal year, of our internal control over financial reporting. The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedure that:
| 1. |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; |
| 2. |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with the authorization of management of the issuer; and |
| 3. |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the issuer’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In the course of preparing this Annual Report on Form 10-K and the consolidated financial statements included herein, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commissions (COSO) in the Internal Control-Integrated Framework (2013). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm as we are a smaller reporting company as of December 31, 2024.
Changes in Internal Control 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 quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Other Information |
During the three months ended December 31, 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.
| Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
None.
| Directors, Executive Officers and Corporate Governance. |
Directors
Our Board has set the number of our directors at three, one of whom is our Chairman and Chief Executive Officer, Steven A. Hale II, and two of whom are independent. Our directors are divided into three classes with staggered terms. One director, Peter M. Sherman, whose term was expiring at the time of the Company’s 2024 annual meeting of stockholders, was nominated for re-election by our Board and re-elected by our stockholders to serve another three-year term expiring at our 2027 annual meeting of stockholders.
Director Whose Term Expires this Year
Steven A. Hale II, 41, has been a director since February 2017 and has served as Chairman of our Board since November 2017. He has also served as our Chief Executive Officer since March 2018. Since March 2019, Mr. Hale has served as Chairman and Chief Executive Officer of HC Realty, an internally-managed real estate investment trust focused on acquiring, 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 GSA or directly by the federal government agencies or sub-agencies occupying such properties. He has also served as President of HC Realty from August 2020 until January 2022 and again beginning in August 2024. We currently own approximately 28.0% of the voting interest of HC Realty and HC Realty is considered to be a related party of the Company. Mr. Hale is also the founder and sole manager of HPCM, an asset management firm that serves as the investment manager to certain privately held investment partnerships. Mr. Hale has held his position with HPCM since 2010. From 2007 to 2010, prior to founding HPCM, Mr. Hale was an associate director with Babson Capital Management, LLC, an asset management firm, where he had responsibility for coverage of distressed debt investments across a variety of industries. From 2005 to 2007, Mr. Hale was a leveraged finance analyst with Banc of America Securities. Our corporate governance and nominating committee and our Board concluded that Mr. Hale is qualified to serve as a director by reason of his experience as our Chief Executive Officer, his experience with asset management and his indirect ownership of approximately 36% of our outstanding shares of common stock. Mr. Hale’s term as a director expires at the 2025 annual meeting of stockholders.
Mr. Hale was initially elected to our Board pursuant to the terms of an agreement dated January 30, 2017 with Hale Partnership Fund, LP, and related parties (collectively, the “Hale Group”), a stockholder group that, as of the date of the agreement, owned approximately 10% of our outstanding shares of common stock and which had nominated two candidates for election to our Board at the 2017 annual meeting of stockholders. Under this agreement, we appointed Mr. Hale to our Board and the Hale Group withdrew its nominations and agreed, among other things, to vote in favor of the election of Messrs. Hale and Gilliam as directors at the 2017 annual meeting of stockholders for a term that expired at the 2020 annual meeting of stockholders. Mr. Hale was re-elected by our stockholders at the 2020 and 2022 annual meetings of stockholders.
Directors Whose Terms Do Not Expire this Year
Jeffrey S. Gilliam, 67, has been a director since February 2015. Since April 2022, Mr. Gilliam has served as the CFO/Treasurer of Hickory Springs Manufacturing Company. Mr. Gilliam also has served as the managing member of Willow Oak Advisory Group, LLC (“Willow Oak Advisory Group”), a provider of business advisory services, since January 2016. Related to his duties with Willow Oak Advisory Group, Mr. Gilliam served as President of Columbus Industries, Inc. (a division of Filtration Group) from August 2019 until February 2022. Mr. Gilliam was a director of the Finley Group, a corporate advisory firm, from August 2012 until January 2016. Mr. Gilliam served as President of Toter, Incorporated (a division of Wastequip, LLC), a manufacturer of automated cart systems, from October 2008 until August 2012, and as Vice President Finance (Chief Financial Officer) from June 2002 until October 2008. Our corporate governance and nominating committee and our Board concluded that Mr. Gilliam is qualified to serve as a director by reason of his strong financial experience as a chief financial officer. Mr. Gilliam was appointed to our Board in February 2015 pursuant to an agreement dated February 12, 2015 with Hale Partnership Fund, LP and Talanta Fund, L.P. (collectively with their affiliates, the “Hale-Talanta Group”), which had nominated two candidates for election to our Board at the 2015 annual meeting of stockholders. Under this agreement, we appointed Mr. Gilliam to our Board for a term expiring at the 2017 annual meeting of stockholders and the Hale-Talanta Group withdrew its nominations. Mr. Gilliam was re-elected by our stockholders at the 2020 and 2023 annual meetings of stockholders. Mr. Gilliam's term as director expires at our 2026 annual meeting of stockholders.
Peter M. Sherman, 63, has been a director since December 2020. Mr. Sherman has served as founder of Sherman Capital Management, a special situation investing and restructuring consulting firm for institutional investors, since July 2016. Mr. Sherman also served as Chief Risk Officer of Capitala Group, a lower to middle market lender and equity investor, from February 2018 to March 2024. Mr. Sherman was a partner in Brevet Capital Management, a middle market direct lending hedge fund, from June 2014 to June 2016. Mr. Sherman was elected to our Board in December 2020 upon the recommendation of our Chairman and Chief Executive Officer and was re-elected by the Company’s stockholders at the 2021 and 2024 annual meetings of stockholders. Our corporate governance and nominating committee and our Board concluded that Mr. Sherman is qualified to serve as a director by reason of his experience in principal finance and debt capital markets, special situation restructuring, and as a capital provider to lower to middle market companies through his role as a chief risk officer. Mr. Sherman’s term as director expires at the 2027 annual meeting of stockholders.
Delinquent Section 16(a) Reports
The Exchange Act requires our executive officers and directors, and any persons owning more than 10% of our common stock, to file certain reports of ownership and changes in ownership with the SEC. Based solely on our review of the copies of the Forms 3, 4 and 5 we have received, and written representations from certain reporting persons that no Forms 5 were required to be filed by those persons, we believe that all executive officers, directors and 10% stockholders complied with these filing requirements.
Code of Ethics
We have adopted a code of ethics that applies to our associates, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics is posted on our website at www.hgholdingsinc.net. Amendments to and waivers from our code of ethics will be posted to our website when permitted by applicable SEC rules and regulations.
Audit Committee
The audit committee of our Board presently consists of Messrs. Gilliam (Chair) and Sherman. Our Board has determined that Messrs. Gilliam and Sherman each meet the current independence requirements contained in the rules of the NASDAQ Stock Market (which we have adopted for purposes of determining such independence even though our common stock is not listed on a national securities exchange), including the additional independence requirements applicable to audit committee members. Our Board has also determined that Mr. Gilliam qualifies as an “audit committee financial expert” as that term is defined in regulations promulgated by the SEC.
Insider Trading Policy
We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations (the “Insider Trading Policy”). The Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
| Executive Compensation. |
Our named executive officers for 2024 were Steven A. Hale II, our Chairman and Chief Executive Officer, Anna A. Lieb, our Principal Financial and Accounting Officer; Secretary, effective as of May 31, 2024, and Justin H. Edenfield, our former Principal Financial and Accounting Officer; Secretary, who resigned from such role on May 31, 2024 (collectively the “Named Executive Officers”).
During 2024, our executive compensation program had two major components: salary and a cash bonus. The program was designed to promote our strategy of profitably growing our core title insurance and management services business.
Our executive compensation program is administered by the compensation and benefits committee of our Board.
Salary and Bonus. Our Named Executive Officers received the following cash compensation in 2024:
| ● |
Steven A. Hale II received an annual salary of $125,000, |
| ● |
Anna A. Lieb received an annual salary of $275,000, which included the prorated portion of $175,000 of her $300,000 salary, effective as of her appointment to Principal Financial and Accounting Officer; Secretary on May 31, 2024, and any compensation paid to her by the Company in 2024 prior to her appointment to Principal Financial and Accounting Officer; Secretary, and also received a cash bonus of $61,000, which included a cash retention bonus of $25,000, and |
| ● |
Justin H. Edenfield received an annual salary of $125,000, as prorated for the portion of the year he served with the Company. |
Long-Term Incentives. Our Named Executive Officers did not receive any restricted stock awards in 2024.
Summary Compensation Table
The following table sets forth compensation received by the Named Executive Officers for the years ended December 31, 2024 and 2023.
SUMMARY COMPENSATION TABLE
| Stock |
Option |
Non-Equity |
All Other |
||||||||||||||||||||||||||
| Salary |
Awards |
Awards |
Incentive Plan |
Compensation |
Total |
||||||||||||||||||||||||
| Name and Principal Position |
Year |
($) |
Bonus ($) |
($) |
($) |
Compensation |
($) |
($) |
|||||||||||||||||||||
| STEVEN A. HALE II, |
2024 |
125,000 | — | — | — | — | — | 125,000 | |||||||||||||||||||||
| Chairman and Chief Executive Officer |
2023 |
125,000 | — | — | — | — | — | 125,000 | |||||||||||||||||||||
| ANNA A. LIEB, |
2024 |
275,000 | (1) | 61,000 | — | — | — | — | 336,000 | ||||||||||||||||||||
| Principal Financial and Accounting Officer; Secretary |
2023 |
— | — | — | — | — | — | — | |||||||||||||||||||||
| JUSTIN H. EDENFIELD, |
2024 |
125,000 | — | — | — | — | — | 125,000 | |||||||||||||||||||||
| Former Principal Financial and Accounting Officer; Secretary |
2023 |
300,000 | 250,000 | — | — | — | — | 550,000 | |||||||||||||||||||||
|
|
(1) Ms. Lieb received a salary increase effective May 31, 2024 in connection with her appointment as Principal Financial and Accounting Officer; Secretary. |
Outstanding Equity Awards at Fiscal Year-End Table
As of December 31, 2024, there were no outstanding equity awards.
Director Compensation
Our Board has approved a policy for compensation of non-employee directors providing that each non-employee director receives annual cash compensation in the amount of $35,000. The corporate governance and nominating committee reviews director compensation annually and, as part of that process, typically has for review publicly available director compensation information for other comparable companies. Our Board approves director compensation. Pursuant to the agreement under which he was elected to our Board, Mr. Hale has agreed to serve as a director without compensation.
The following table sets forth information concerning the compensation of directors for the year ended December 31, 2024.
DIRECTOR COMPENSATION
FOR THE FISCAL YEAR ENDED December 31, 2024
| Fees |
||||||||||||
| Earned |
Stock |
|||||||||||
| Name |
in Cash ($) |
Awards ($) (1) |
Total ($) |
|||||||||
| STEVEN A. HALE II |
— | — | — | |||||||||
| PETER M. SHERMAN |
35,000 | — | 35,000 | |||||||||
| JEFFREY S. GILLIAM |
35,000 | — | 35,000 | |||||||||
| (1) |
At December 31, 2024, Messrs. Sherman and Gilliam held no stock options or restricted shares of common stock. |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 18, 2025 by each stockholder we know to be the beneficial owner of more than 5% of our outstanding common stock, by each director, by each of our Named Executive Officers and by all directors and executive officers as a group. Unless otherwise set forth below, the address of each stockholder listed in the following table is 2115 E. 7th Street, Suite 101, Charlotte, North Carolina 28204. Percentages are based on 2,813,214 shares of common stock outstanding as of March 18, 2025.
| Amount and |
||||||||||
| Nature |
||||||||||
| of Beneficial |
Percent |
|||||||||
| Name |
Ownership |
of Class |
||||||||
| Solas Capital Management, LLC |
1,165,051 | (a) |
41.4 | % | ||||||
| Hale Partnership Fund, L.P. and related parties |
974,960 | (b) |
34.7 | % | ||||||
| Jeffrey S. Gilliam |
4,165 | (c) |
||||||||
| Steven A. Hale II |
1,002,737 | (d) |
35.6 | % | ||||||
| Anna A. Lieb |
— | — | ||||||||
| Justin H. Edenfield |
— | — | ||||||||
| Peter M. Sherman |
8,702 | (c) |
||||||||
| All directors and executive officers as a group (4 persons) |
1,015,604 | (d) |
36.1 | % | ||||||
| (a) |
The beneficial ownership information for Solas Capital Management, LLC (“Solas”) is based upon the Schedule 13D/A filed with the SEC on June 29, 2020 by Solas and its managing member, Frederick Tucker Golden (“Golden”), but such beneficial ownership information has been adjusted for the Company’s July 15, 2021 1-for-12 reverse stock split (the “Reverse Stock Split”). The Schedule 13D/A indicates that Solas and Golden each have shared voting and dispositive power over all of the reported shares. The business address of Solas and Golden is 1063 Post Road, 2nd Floor, Darien, Connecticut 06820. |
| (b) |
The beneficial ownership information reported is based upon the Schedule 13D/A filed with the SEC on July 2, 2020 (prior to the Reverse Stock Split) by HPCM, Hale Partnership Capital Advisors, LLC, Hale Partnership Fund, L.P., MGEN II - Hale Fund, L.P., Clark - Hale Fund, L.P., and Steven A. Hale II and Forms 4 filed with the SEC on November 26, 2021, December 3, 2021, December 10, 2021 and December 17, 2021. HPCM and Steven A. Hale II each have shared voting and dispositive power over all of the reported shares. Steven A. Hale II also has sole voting power over 27,777 shares. Hale Partnership Capital Advisors, LLC has shared voting and dispositive power over 835,634 shares; Hale Partnership Fund, L.P. has shared voting and dispositive power over 703,011 shares, MGEN II - Hale Fund, L.P. has shared voting and dispositive power over 30,245 shares, and Clark - Hale Fund, L.P. has shared voting and dispositive power over 97,678 shares; a Managed Account for which HPCM serves as the investment manager has shared voting and dispositive power over 139,326 shares. In addition, the Dickinson-Hale Fund, L.P. has shared voting and dispositive power over 2,800 shares and Smith-Hale Fund, L.P. has shared voting and dispositive power over 1,900 shares. The Forms 4 indicate Hale Partnership Capital Advisors, LLC is the General Partner of Hale Partnership Fund, L.P., MGEN II - Hale Fund, L.P., Clark - Hale Fund, L.P., Dickinson-Hale Fund, L.P. and Smith-Hale Fund, L.P. The principal business and principal office address for each of the aforementioned parties is 2115 E. 7th St., Charlotte, North Carolina 28204. |
| (c) |
1% or less. |
| (d) |
Includes 974,960 shares over which Mr. Hale shares voting and dispositive power as a result of his service as managing member of HPCM. See note (b) above. |
Equity Compensation Plan Information
The Company’s 2012 Incentive Compensation Plan, as amended, expired during 2022. Therefore, the Company does not have any outstanding options, warrants or rights subject to equity compensation plans, and there are no shares remaining available for future issuance under equity compensation plans.
| Certain Relationships and Related Transactions, and Director Independence. |
Review of Transactions with Related Persons
Under the audit committee charter, the audit committee is responsible for reviewing any transaction involving related persons which requires disclosure pursuant to SEC Regulation S-K, Item 404 and has the power to approve or disapprove these transactions.
Since January 1, 2024, the Company has entered into the following transactions involving amounts in excess of $120,000 with related persons or affiliated entities.
In October 2024, the Company invested $500,000 into HP LPT Holding Company LLC ("HP LPT"), a limited liability company domiciled in the state of Florida. HP LTP is a related party of the Company as it is controlled by Mr. Hale through his ownership of the Hale Funds.
During 2024, the Company, through HGMA, was engaged to provide management advisory services to a related captive managing general agency, HPMA, and its affiliates, including but not limited to general management, legal entity formation, legal compliance, strategy services, review of potential acquisitions and transactions, licensure, regulatory approval, and other general operational services. The engagement was for twelve months from January 1, 2024 through December 31, 2024, for a monthly fee of $250,000. HPMA is a related party of the Company as it is controlled by Mr. Hale.
During 2024, the Company received $465,000 of distributions as a result of the Company's equity investment in HP Holding Company, LLC. HP Holding Company, LLC is a related party of the Company as it is controlled by Mr. Hale through his ownership of the Hale Funds.
Director Independence
Our Board has determined that all current directors, with the exception of Mr. Hale, who serves as our Chief Executive Officer, are “independent directors” as that term is defined in the rules of the NASDAQ Stock Market (which we have adopted for purposes of determining such independence even though we do not have any securities listed on a national securities exchange).
| Principal Accountant Fees and Services. |
Fees and Services
The following table sets forth the fees, including reimbursement of expenses, billed by, or expected to be billed by, Horne LLP ("Horne"), our independent public auditors for the fiscal years ended December 31, 2024 and 2023, engaged as of October 12, 2023, and Cherry Bekaert LLP, our independent public auditors through the first two quarters of 2023, all of which were pre-approved by the audit committee.
| 2024 |
2023 |
|||||||
| Audit Fees |
$ | 120,000 | $ | 114,623 | ||||
| Audit-Related Fees |
— | — | ||||||
| Tax Fees |
— | — | ||||||
| All Other Fees |
— | — | ||||||
| Total |
$ | 120,000 | $ | 114,623 | ||||
Audit Fees. These fees relate to professional services rendered for the audit of our annual financial statements and reviews of our Quarterly Reports on Form 10-Q.
Pre-Approval Policies and Procedures
The audit committee has established a policy to pre-approve all audit, audit-related, tax and other services proposed to be provided by our independent accountants before engaging the accountants for that purpose. Consideration and approval of these services generally occur at the audit committee’s regularly scheduled meetings. In order to address situations where it is impractical to wait until the next scheduled meeting, the audit committee has delegated the authority to approve non-audit services not in excess of $25,000 individually or in the aggregate to the chairman of the audit committee. Any services approved pursuant to this delegation of authority are required to be reported to the full audit committee at the next regularly scheduled meeting.
| Item 15. Exhibit and Financial Statement Schedules |
| (a)(1) | Financial Statements: |
| See the “Index to Consolidated Financial Statements” at page F-1 of this Annual Report on Form 10-K | |
| (b) |
Exhibits: |
| 3.1 |
|
| 3.2 |
|
| 3.3 |
|
| 4.1 |
Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (Commission File No. 001-34964) filed March 28, 2024). |
| 10.1 |
|
| 10.2 |
|
| 10.3 |
|
| 10.4 |
|
| 10.5 |
|
| 10.6 |
|
| 10.7 |
| 10.8 |
|
| 10.9 |
|
| 10.10 |
|
| 10.11 |
|
|
|
|
| 10.12 |
Employment Agreement, dated May 31, 2024, by and between HG Managing Agency, LLC and Anna Lieb (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (Commission File No. 001-34964) filed June 6, 2024. (1) |
| 10.13 | Consulting Agreement, dated June 1, 2024, by and between the Registrant and Justin H. Edenfield (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (Commission File No. 001-34964) filed June 6, 2024. |
| 19.1 | Insider Trading Policy. (2) |
| 21.1 |
|
| 31.1 |
|
| 31.2 |
|
| 32.1 |
|
| 32.2 |
|
| 101.INS |
Inline XBRL INSTANCE DOCUMENT (2) |
| 101.SCH |
Inline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT (2) |
| 101.CAL |
Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE (2) |
| 101.DEF |
Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE (2) |
| 101.LAB |
Inline XBRL TAXONOMY EXTENSION LABELS LINKBASE (2) |
| 101.PRE |
Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE (2) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) (2) |
| (1) | Management contract or compensatory plan |
| (2) | Filed Herewith |
| (3) |
Furnished Herewith |
None.
Pursuant to the requirements of Section 13 or 15(d) 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.
| HG HOLDINGS, INC. |
|||
|
|
By: | /s/Steven A. Hale II |
|
| Steven A. Hale II |
|||
| Chairman, Chief Executive Officer and Director |
|||
| Date: | March 27, 2025 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
| /s/Steven A. Hale II (Steven A. Hale II) |
Chairman, Chief Executive Officer and Director |
March 27, 2025 |
||
| /s/Anna A. Lieb (Anna A. Lieb) |
Principal Financial and Accounting Officer |
March 27, 2025 | ||
| /s/Peter M. Sherman (Peter M. Sherman) |
Director |
March 27, 2025 | ||
| /s/Jeffrey S. Gilliam (Jeffrey S. Gilliam) |
Director |
March 27, 2025 |
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED December 31, 2024
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of HG Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of HG Holdings, Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of the Reserve for Title Claims
As disclosed in Notes 1 and 6 to the financial statements, the Company's reserve for unpaid losses and loss adjustment expenses ("LAE") is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders that may be reported in the future (incurred but not reported, or "IBNR") within a reasonable range of their actuary's central estimate. As of December 31, 2024, the Company had a liability of $637,000 in reserve for title claims. The Company establishes reserves for claims which are incurred but not reported at the time the related premium revenue is recognized based on estimated loss provision rates. There is significant uncertainty inherent in determining the loss provision rates.
Auditing the valuation of the Company's reserve for title claims requires significant auditor judgment, subjectivity and effort in performing appropriate procedures to evaluate the reasonableness of the assumptions and methodologies utilized.
Our audit procedures related to the valuation of the reserve for title claims included the following, among others:
| ● | We obtained an understanding and evaluated the design and implementation of the Company's controls over the process for developing its reserve for title claims. This included, among others, the controls over the determination of the methods and assumptions utilized to support the reserve for title claims calculations and controls over the completeness and accuracy of the data utilized in the reserve for title claims calculations. |
| ● | We tested the inputs utilized by the Company in developing the reserve for title claims for completeness and accuracy. |
| ● | We evaluated the reasonableness of the significant assumptions utilized by the Company and actuarial methods in developing the reserve for title claims. |
| ● | We also independently calculated a range of reserve estimates based on claim loss history which we compared to management's recorded reserve for title claims and the actuary’s central estimate for reasonableness. |
Evaluation of Investment in HC Government Realty Trust, Inc. Series B Stock for Impairment
As disclosed in Note 3 to the financial statements, the Company accounts for their investments in the 10.00% Series B Cumulative Convertible Preferred Stock (the "HC Series B Stock") of HC Government Realty Trust, Inc. ("HC Realty"), a related party entity, under the cost adjusted for market observable events less impairment method as it is not deemed to be in-substance common stock. The Company reviews its investment in HC Series B Stock on a regular basis to determine if the investment is impaired. The Company considers HC Realty’s cash position, liquidity, earnings and revenue outlook, equity position and ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the investment and its carrying value. As disclosed in Note 3 to the financial statements, the carrying value of the Company’s investment in HC Series B Stock totaled $9.3 million as of December 31, 2024 and the Company recognized an impairment loss in the HC Series B Stock in the amount of $1.0 million during the year ended December 31, 2024.
Auditing management’s evaluation of their investment in HC Series B Stock for impairment was complex due to the significant assumptions used in management’s evaluation such as growth projections, forecasted cash flows and relevant market multiples, all of which can be affected by expectations about future market conditions and the investee’s business operations.
Our audit procedures related to the evaluation of the investment in HC Series B Stock for impairment included the following, among others:
| ● | We obtained an understanding and evaluated the design and implementation of the Company's controls over the process for evaluating investments in related parties for impairment, including controls over management’s review of the significant assumptions described above. |
| ● | As the Company engaged a valuation specialist to assist in their review for impairment, we evaluated the valuation specialist’s knowledge, skills and abilities as well as the relationship of the valuation specialist with the Company and whether there were circumstances that might impair the specialist’s objectivity. |
| ● | We tested the data used by the Company and their valuation specialist in the impairment analysis for completeness and accuracy. |
| ● | We involved a valuation specialist to assist in evaluating the reasonableness of the methodologies applied and significant assumptions utilized by the Company’s valuation specialist by comparing them to current industry and economic trends, relevant market information, and other applicable sources. |
| ● | In addition, we evaluated the reasonableness of the forecasted cash flows used in the Company’s valuation specialist’s report by comparing the forecasted operating income before depreciation and amortization to historical actual results and evaluated significant variances. |
/s/
We have served as the Company's auditor since 2023.
March 27, 2025
CONSOLIDATED BALANCE SHEETS
As of December 31, 2024 and 2023
(in thousands, except per share and share amounts)
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| 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 December 31, 2024 and December 31, 2023; and shares issued and outstanding as of December 31, 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
For the years ended December 31, 2024 and 2023
(in thousands, except per share and share amounts)
| 2024 |
2023 |
|||||||
| Revenues: |
||||||||
| Net premiums written |
$ | $ | ||||||
| Escrow and other title fees |
||||||||
| Management fees |
||||||||
| 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 (expense), net |
( |
) | ||||||
| Loss from investments in related parties, net |
( |
) | ( |
) | ||||
| Loss from operations before income taxes |
( |
) | ( |
) | ||||
| Income tax (benefit) expense |
( |
) | ||||||
| Net loss |
( |
) | ( |
) | ||||
| Net loss attributable to noncontrolling interests |
( |
) | ( |
) | ||||
| Net loss attributable to the Company's shareholders |
$ | ( |
) | $ | ( |
) | ||
| Basic and diluted per share net loss attributable to the Company's shareholders: |
||||||||
| 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
For the years ended December 31, 2024 and 2023
(in thousands)
| Additional | Retained | |||||||||||||||||||||||
| Common Stock |
Paid-in |
Earnings |
Noncontrolling |
|||||||||||||||||||||
| Shares |
Common Stock |
Capital |
(Deficit) |
Interest |
Total |
|||||||||||||||||||
| Balance at January 1, 2023 |
$ | $ | $ | $ | ||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | ( |
) | |||||||||||||||||
| Issuance of noncontrolling interest(1) |
- | |||||||||||||||||||||||
| Repurchase of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Balance at December 31, 2023 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | ( |
) | |||||||||||||||||
| Distribution of noncontrolling interest |
- | ( |
) | ( |
) | |||||||||||||||||||
| Repurchase of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Balance at December 31, 2024 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| 1. |
In July 2023, the Company completed its capitalization of Omega National Title of Florida, LLC and Omega National Title of Pensacola, LLC, in which Omega National Title Agency, LLC, a consolidated subsidiary of the Company, now owns 51% of the membership interests. The Company has controlling financial interests in these entities and has consolidated the results of these subsidiaries in its consolidated financial statements. |
The accompanying notes are an integral part
of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2024 and 2023
(in thousands)
| 2024 |
2023 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss attributable to the Company's shareholders |
$ | ( |
) | $ | ( |
) | ||
| Net loss attributable to noncontrolling interests |
( |
) | ( |
) | ||||
| Net loss |
( |
) | ( |
) | ||||
| Adjustments to reconcile net loss to net cash flows provided by 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 investment in related parties |
||||||||
| Changes in assets and liabilities: |
||||||||
| Prepaid expenses |
( |
) | ||||||
| Accounts receivable |
( |
) | ( |
) | ||||
| Lease assets |
( |
) | ||||||
| Interest and dividends receivables |
||||||||
| 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 |
( |
) | ||||||
| Purchases of investments in related parties |
( |
) | ( |
) | ||||
| Proceeds from sale of investments |
||||||||
| Proceeds from redemptions of fixed-income securities |
||||||||
| Net cash provided by investing activities |
||||||||
| Cash flows from financing activities: |
||||||||
| Repurchase of common stock |
( |
) | ( |
) | ||||
| (Distribution) issuance of non-controlling interest |
( |
) | ||||||
| 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 year |
||||||||
| Cash and cash equivalents and restricted cash at end of year |
$ | $ | ||||||
| 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
HG HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and reflect the consolidated operations of HG Holdings, Inc. The consolidated financial statements include the accounts of HG Holdings, Inc. and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated.
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”).
The significant accounting policies of the Company are summarized below:
Cash and Cash Equivalents
Cash and cash equivalents consist of cash held in banks and other short-term, highly liquid investments with the original maturity of three months or less.
Restricted Cash
Restricted cash includes cash held in escrow under escrow agreements. Cash held by the Company in escrow was approximately $
Investments
Fair Value Measurement - 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. Refer to Note 4, Investments for additional information. Accounting for fair value measurements requires disclosure of the level within the fair value hierarchy in which fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
Fixed income debt securities - The Company's fixed income debt portfolio consists of U.S. government and agency securities. Our fixed income securities are classified as held-to-maturity and are reported at amortized cost. The Company performs ongoing impairment evaluations of its fixed income securities, and we did record any current expected credit losses ("CECL") during the years ended December 31, 2024 and 2023, as the U.S. government and agency securities are assumed to have no risk of non-payment.
Investments in Limited Partnerships - The Company has elected the practical expedient for fair value for its investment in limited partnership which is estimated based on the Company's 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.
Investments in Related Parties
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.
Equity Method Investments - Investments in entities over which the Company exercises significant influence, but does not control, are accounted for using the equity method of accounting. Investments accounted for under the equity method of accounting are initially recorded at cost and the Company subsequently increases or decreases the investment by its proportionate share of the net income or loss and other comprehensive income or loss of the investee. For purposes of this assessment, the Company considers the investee’s cash position, liquidity, earnings and revenue outlook, equity position, and ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity method investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity method investment and its carrying amount.
Other Investments in Related Parties - Investments in which the Company does not exercise significant influence over the investee and that do not have readily determinable fair values, are accounted for under the measurement alternative - cost, less impairment, adjusted for any observable price changes, when available. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, liquidity, earnings and revenue outlook, equity position, and ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.
Variable and Voting Interest Entities
We evaluate our investments to determine whether those investments are variable interest entities ("VIEs") or voting interest entities (“VOEs”) and whether consolidation is required. The Company consolidates the results of operations and financial position of all VOEs in which it has a controlling financial interest and VIEs in which it is considered to be the primary beneficiary. The consolidation assessment, including the determination as to whether an entity qualifies as a VOE or VIE, depends on the facts and circumstances surrounding each entity.
Noncontrolling interests
The Company consolidates the results of entities in which it has a controlling financial interest. Noncontrolling interests are presented as a separate line within stockholders’ equity in the Consolidated Balance Sheets. The Company presents the portion of net loss attributable to noncontrolling interests as a separate line within the Consolidated Statements of Operations.
Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("Topic 805"), requires an acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and to measure these items generally at their acquisition date fair values. Goodwill is recorded as the residual amount by which the purchase price exceeds the fair value of the net assets acquired. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we are required to report provisional amounts in the financial statements for the items for which the accounting is incomplete. Adjustments to provisional amounts initially recorded that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. During the measurement period, we are also required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one year from the acquisition date or when we receive the information we were seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable. Contingent consideration liabilities or receivables recorded in connection with business acquisitions must also be adjusted for changes in fair value until settled.
Goodwill
For our annual goodwill impairment test, we utilize two approaches to value goodwill: the income approach, which converts future estimates of cash flows by reporting unit to a single (discounted) current value, and the market approach, which uses publicly available peer data to estimate value of the reporting unit. The valuation techniques performed in our quantitative analysis make use of our estimates and assumptions related to revenue and operating margin growth rates, future market conditions, determination of market multiples and comparative companies, and determination of risk-adjusted discount rates. In performing our analysis, we make assumptions and apply judgments to estimate industry economic factors and the future profitability of our businesses. Based on our quantitative annual valuations as of December 31, 2024 and 2023, we have concluded that there was
Leases
The Company enters into lease agreements that are primarily used for office space, and all current leases are accounted for as operating leases. Amounts related to operating leases are included in lease assets and lease liabilities on the Consolidated Balance Sheets. Lease assets represent the Company’s right to use an underlying asset for the stated lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from an operating lease. Lease assets and liabilities are recognized at the date of the lease commencement and are based on the present value of lease payments over the lease term. The Company's current leases do not provide an implicit interest rate, thus the Company calculated a discount rate using estimates of its incremental borrowing rate for similar collateralized borrowings and capitalization rates in determining the present value of lease payments. A portion of the Company's current leases includes an option to extend or cancel the lease term. The exercise of such an option is solely at the Company's discretion. The operating lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determined at the date of adoption that the lease was expected to be renewed or extended. A lease expense, which is calculated on a straight-line basis over the lease term and presented as part of operating expenses in the Consolidated Statements of Operations, is composed of the amortization of the lease asset and the accretion of the lease liability.
Variable lease payments are not capitalized and are recorded as lease expense when incurred. Operating leases with initial terms of 12 months or less (short-term leases), which are not reasonably certain to be extended at the commencement date, are not capitalized on the balance sheet. For further information on the Company’s leasing arrangements see Note 12, Commitments and Contingencies.
Property, Plant and Equipment
Depreciation of property, plant and equipment is computed using the straight-line method based upon the estimated useful lives. Depreciation expense is included in operating expenses in the Consolidated Statements of Operations. Maintenance and repairs are charged to expense as incurred; renewals and betterments are capitalized. Assets are reviewed for possible impairment when events indicate that the carrying amount of an asset may not be recoverable. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of property, plant and equipment, which could result in impairment charges in future periods. Our depreciation policy reflects judgments on the estimated useful lives of assets.
Title Premiums Written and Commissions to Agents
When the policy is issued directly, the premiums collected are retained by the Company. When the policy is issued through a title insurance agency, the agency retains a majority of the premium as a commission and remits the net amount to the Company. The Company’s title insurance premiums are recognized as revenue at the time title insurance policies written by agencies are reported to the Company. Our direct title insurance premiums and agency commission revenues are recognized as revenue at the time of closing of the underlying transaction as the earnings process is then considered complete. Expenses typically associated with premiums, including agent commissions, premium taxes, and a provision for future claims are recognized concurrent with recognition of related premium revenue. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. Other revenues are recognized when contractual obligations are fulfilled or as services are provided. Quarterly, the Company evaluates the collectability of receivables. Write-offs of receivables have not been material to the Company.
Revenue from Contracts with Customers
ASC 606, Revenue from Contracts with Customers, requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts; and therefore, is primarily applicable to the following Company revenue categories:
Escrow and other title-related fees – The Company’s title insurance segment recognizes commission revenue and fees related to items such as searches, settlements, commitments, and other ancillary services. Escrow and other title-related fees are recognized as revenue at the time of the related transactions as the earnings process, or performance obligation, is then considered to be complete.
Non-title services – All non-title service fees, such as management fees, are recognized as revenue as performance obligations are completed.
Reserve for Title Claims
The total reserve for all reported and unreported losses the Company incurred is represented by the reserve for title claims. The Company's reserve for unpaid losses and loss adjustment expenses ("LAE") is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders that may be reported in the future (incurred but not reported, or "IBNR"). The Company continually reviews and adjusts its reserve estimates as necessary to reflect its loss experience and any new information that becomes available.
Reinsurance
The accompanying Consolidated Balance Sheets reflect reserves for claims gross of reinsurance ceded. The accompanying Consolidated Statements of Operations reflect premiums and provision for claims net of reinsurance ceded. The reinsurance arrangements allow management to control exposure to potential claims arising from large risks and catastrophic events. Amounts recoverable from reinsurers are estimated in a manner consistent with the reserves associated with the reinsured policies. Reinsurance premiums, losses, and LAE are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance agreements.
Interest Income
Interest income, as well as the related amortization of premium and accretion of discount, on debt securities are recognized on an accrual basis under the effective interest rate method and are included in Net investment income in the Consolidated Statements of Operations.
Income Taxes
Deferred income taxes are determined based on the difference between the consolidated financial statements and income tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax expense represents the change in the deferred tax asset/liability balance. Income tax credits are reported as a reduction of income tax expense in the year in which the credits are generated. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. Interest and penalties on uncertain tax positions are recorded as income tax expense.
Earnings per Share of Common Stock
Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding. Diluted earnings per share includes any dilutive effect of outstanding stock options and restricted stock, if any, calculated using the treasury stock method. As of December 31, 2024 and 2023, there were
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Changes in such estimates may affect amounts reported in future periods.
Reclassifications
Certain comparative figures have been reclassified to conform to the current year presentation.
Recent Accounting Pronouncements
Recently Adopted Accounting Standards
In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), 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. The Company has adopted ASU 2023-07 for the 2024 annual reporting period and applied it retrospectively to all periods presented. The updated guidance did not have a material impact on the Company's consolidated financial statements except for the disclosure requirements provided in Note 8, Segment Information.
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires public business entities to disclose disaggregated information about certain income statement expenses, including categories such as employee compensation, intangible asset amortization and depreciation, and selling expense, in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impacts of this standard on our tax disclosures and is not planning to early adopt.
In December 2023, the FASB 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.
2. Statutory Reporting and Requirements
NCTIC's assets, liabilities, and results of operations have been reported in accordance with GAAP, which varies from statutory accounting practices (“SAP”) prescribed or permitted by insurance regulatory authorities. Prescribed SAP are found in a variety of publications of the National Association of Insurance Commissioners (“NAIC”), state laws and regulations, as well as through general practices. The principal differences between SAP and 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 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.
Capital and surplus on a statutory basis was $
3. Investments in Related Parties
On March 19, 2019, the Company entered into subscription agreements with HC Realty, pursuant to which it purchased (i)
In June 2024, HC Realty effected a one (1) for one thousand two hundred (
As of December 31, 2024, the Company owns approximately
The following table summarizes the Company’s investment in HC Realty as of the years ended December 31, 2024 and 2023 (amounts in thousands, except ratios):
| Ownership % | Carrying Value | Loss recorded in the Consolidated Statements of Operations (b) | ||||||||||||||||||||||
| For the | For the | |||||||||||||||||||||||
| As of | As of | As of | As of | Year Ended | Year Ended | |||||||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||||||||
| HC Series B Stock (a) | % | % | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| HC Common Stock | % | % | ( | ) | ( | ) | ||||||||||||||||||
| Total | % | % | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
| (a) | Represents investments in shares of HC Series B Stock with an original basis of $ |
| (b) | Loss from these investments is included in “Loss from investments in related parties, net” in the 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 years ended December 31, 2024 and 2023, the Company recognized an impairment of HC Series B Stock 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 years ended December 31, 2024 and 2023 (in thousands):
| For the Year Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Total revenue | $ | $ | ||||||
| Total expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
The Company’s other investments in related parties were $
4. Investments
The following table details investments by major investment category, other than investments in related parties, at December 31, 2024 and December 31, 2023 (in thousands):
| December 31, 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 (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 December 31, 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 December 31, 2024 and December 31, 2023 (in thousands):
| December 31, 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 December 31, 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 | % | $ | % | |||||||||||||
| Due after one year through five years | % | % | ||||||||||||||
| Due after five years through ten years | % | % | ||||||||||||||
| Due after ten years | % | % | ||||||||||||||
| 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 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 December 31, 2024 and 2023. The Company performs ongoing impairment evaluations, and we did record any CECL during the years ended December 31, 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 December 31, 2024 and 2023 (in thousands):
| December 31, 2024 | ||||||||||||||||||||
| Total | Carrying | |||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | Value | ||||||||||||||||
| U.S. government and agency securities, held-to-maturity | $ | $ | $ | $ | $ | |||||||||||||||
| December 31, 2023 | ||||||||||||||||||||
| Total | Carrying | |||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | Value | ||||||||||||||||
| U.S. government and agency securities, held-to-maturity | $ | $ | $ | $ | $ | |||||||||||||||
The Company has elected the practical expedient for fair value for its investment in limited partnership which is estimated based on the Company's share of the 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 years ended December 31, 2024 and 2023 is detailed below (in thousands):
| For the Year Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Interest on: | ||||||||
| Cash equivalents | $ | $ | ||||||
| Fixed income securities | ||||||||
| Dividends on investment in HC Series B Stock | ||||||||
| Change in NAV of investment in limited partnership | ||||||||
| Net investment income | $ | $ | ||||||
5. Property, Plant and Equipment
The table below sets forth the depreciable lives and the value of the Company’s property, plant and equipment, net, as of the years ended December 31, 2024 and 2023:
| As of | As of | |||||||||||
| Depreciable | December 31, | December 31, | ||||||||||
| lives | 2024 | 2023 | ||||||||||
| (in years) | (in thousands) | (in thousands) | ||||||||||
| Computers and equipment | $ | $ | ||||||||||
| Furniture and fixtures | ||||||||||||
| Property, plant and equipment, at cost | $ | $ | ||||||||||
| Less accumulated depreciation | ||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||
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. 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 December 31, 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 years ended December 31, 2024 and 2023 is as follows (in thousands):
| For the Year | For the Year | |||||||
| Ended | Ended | |||||||
| December 31, 2024 | December 31, 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 reserve for title claims | $ | $ | ||||||
A summary of the Company’s loss reserves at December 31, 2024 and 2023 is as follows (in thousands):
| As of | As of | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Known title claims | $ | $ | ||||||
| IBNR title claims | ||||||||
| Total title claims | ||||||||
| Non-title claims | ||||||||
| Total reserve for title claims | $ | $ | ||||||
7. Reinsurance
Reinsurance obtained from other insurance companies
Certain premiums and benefits at NCTIC are ceded to other insurance companies under reinsurance agreements. The reinsurance agreements provide NCTIC with increased capacity to write more risk and maintain its exposure to loss within its capital resources. For the years ended December 31, 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 provided 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 years ended December 31, 2024 and 2023 are as follows (in thousands):
| For the Year | For the Year | |||||||
| Ended | Ended | |||||||
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Direct title premiums | $ | $ | ||||||
| Ceded title premiums | ( | ) | ( | ) | ||||
| Net title premiums(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. |
Reinsurance provided to other insurance companies
Effective July 1, 2022, the Company formed White Rock USA Cell 47 (the “Protected Cell”). The Protected Cell entered into an Excess Catastrophe Reinsurance Contract (the “Reinsurance Contract”) with Maison Insurance Company (“Maison”) effective July 1, 2022 to provide Maison catastrophic windstorm reinsurance protection in Texas insurance policies. The Reinsurance Contract provided $
The following is a reconciliation of total reinsurance premiums written to reinsurance premiums earned for the years ended December 31, 2024 and 2023 (in thousands):
| For the Year | For the Year | |||||||
| Ended | Ended | |||||||
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Reinsurance premiums written | $ | $ | ||||||
| Increase in unearned premium reserves | ||||||||
| Reinsurance premiums earned | $ | $ | ||||||
The Company may actively look to provide reinsurance coverage to other carriers as future opportunities arise.
8. Segment Information
The Company has reportable segments: title insurance, real estate, reinsurance, and management advisory services. The Company's chief operating decision maker is Steven A. Hale II, Chief Executive Officer.
Title Insurance Segment
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.
Real Estate Segment
The real estate segment operates through a related party investment in HC Realty.
HC Realty is an internally-managed REIT focused on acquiring, 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.
As of December 31, 2024, the Company owns approximately
Reinsurance Segment
The Company previously engaged in providing another insurance company excess-of-loss reinsurance coverage related to catastrophic weather risk in Texas which expired on December 31, 2022. 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 management advisory services including the following:
Effective January 1, 2024, the Company, through HGMA, was 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 was 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 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 included 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 $
Corporate and Other is not considered a segment and includes certain corporate expenses and investment income. The Company's chief operating decision maker does not manage these results separately or allocate resources when considering these items and they are therefore excluded from our definition of segment income (loss).
The Company does not manage its assets by segment; accordingly, total assets are not allocated to the segments.
Provided below is selected financial information about the Company’s operations by segment for the year ended December 31, 2024 (in thousands):
| Title | Real | Management Advisory | Corporate | |||||||||||||||||||||
| Insurance | Estate | Reinsurance | Services | and Other | Total | |||||||||||||||||||
| Insurance and other services revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||
| Underwriting expenses | ( | ) | ( | ) | ||||||||||||||||||||
| Provision for title claim losses | ( | ) | ( | ) | ||||||||||||||||||||
| Search and other fees | ( | ) | ( | ) | ||||||||||||||||||||
| Total cost of revenue | ( | ) | ( | ) | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Personnel costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other operating expense (1) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Amortization and depreciation | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Total operating expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other income/(expense), net | ( | ) | ||||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||
| Goodwill and intangible assets (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | Other operating expense primarily consist of rent and other occupancy expenses, software and equipment expense, corporate insurance and other regulatory and professional fees. |
| (2) | 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 year ended December 31, 2023 (in thousands):
| Title | Real | Management Advisory | Corporate | |||||||||||||||||||||
| Insurance | Estate | Reinsurance | Services | and Other | Total | |||||||||||||||||||
| Insurance and other services revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||
| Underwriting expenses | ( | ) | ( | ) | ||||||||||||||||||||
| Provision for title claim losses | ( | ) | ( | ) | ||||||||||||||||||||
| Search and other fees | ( | ) | ( | ) | ||||||||||||||||||||
| Total cost of revenue | ( | ) | ( | ) | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Personnel costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other operating expense (1) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Amortization and depreciation | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Total operating expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other income, net | ||||||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Goodwill and intangible assets (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | Other operating expense primarily consist of rent and other occupancy expenses, software and equipment expense, corporate insurance and other regulatory and professional fees. |
| (2) | The Company does not allocate its assets by segment, with the exception of Goodwill and Intangible assets. |
There were no major customers contributing more than 10% of revenue, aside from HPMA, as noted above, for the years ended December 31, 2024 and 2023.
9. Income Taxes
The provision for income tax (benefit) expense is as follows for the years ended December 31, 2024 and December 31, 2023 (in thousands):
| For the Year | For the Year | |||||||
| Ended | Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State | ( | ) | ||||||
| Total current tax expense | ( | ) | ||||||
| Deferred: | ||||||||
| Federal | ||||||||
| State | ||||||||
| Total deferred tax expense | ||||||||
| Income tax expense | $ | ( | ) | $ | ||||
A reconciliation of the income tax provision to that computed by applying the statutory federal income tax rate to the income before provision for income taxes is as follows for the years ended December 31, 2024 and December 31, 2023 (in thousands):
| For the Year | For the Year | |||||||
| Ended | Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Tax computed at statutory rate | $ | ( | ) | $ | ( | ) | ||
| State income taxes, net of federal benefit | ( | ) | ||||||
| Permanent differences | ||||||||
| Excluded entities | ( | ) | ||||||
| Prior period accrual adjustment | ( | ) | ||||||
| Change in valuation allowance | ||||||||
| Other | ( | ) | ||||||
| Income tax (benefit) expense | $ | ( | ) | $ | ||||
The components of the Company's net deferred tax asset (liability) at December 31, 2024 and 2023 follows (in thousands):
| At | At | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Deferred tax assets: | ||||||||
| Equity method investment | $ | $ | ||||||
| Goodwill | ||||||||
| Right of use asset | ||||||||
| Other accrued expenses | ||||||||
| Notes receivable fair value adjustment | ||||||||
| Capital loss carryforward | ||||||||
| Bad debt expense | ||||||||
| Net operating loss | ||||||||
| Impairment loss | ||||||||
| Gross deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| Property, plant, and equipment | ( | ) | ( | ) | ||||
| Non-taxable dividends | ( | ) | ( | ) | ||||
| Lease liability | ( | ) | ( | ) | ||||
| Gain on remeasurement of acquisition | ( | ) | ( | ) | ||||
| Pass-through activity | ( | ) | ||||||
| Other | ( | ) | ||||||
| Gross deferred tax liabilities | ( | ) | ( | ) | ||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets (liability) | $ | $ | ||||||
The Company has U.S. federal net operating loss carryforwards of approximately $
During 2024 and 2023, we recorded a non-cash credit to our valuation allowance of approximately $
The unrecognized tax benefits activity for the years ended December 31, 2024 and 2023 follows (in thousands):
| For the Year | For the Year | |||||||
| Ended | Ended | |||||||
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Unrecognized tax benefits balance at January 1 | $ | $ | ||||||
| Gross decrease in tax positions of prior years | ||||||||
| Unrecognized tax benefits balance at December 31 | $ | $ | ||||||
Total amount of unrecognized tax benefits that would affect our effective tax rate if recognized is $
10. Stockholders’ Equity and Earnings Per Share
Basic earnings per share of common stock 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 per share. Basic and diluted earnings per share are calculated using the following share data (in thousands):
| As of the | As of the | |||||||
| Year Ended | Year Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Weighted average shares outstanding for basic calculation | ||||||||
| Dilutive effect of restricted stock | ||||||||
| Weighted average shares outstanding for diluted calculation | ||||||||
For the years ended December 31, 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 years ended December 31, 2024 and 2023, the Company repurchased
In addition to common stock, authorized capital includes
11. 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 Consolidated Balance Sheets at December 31, 2024 and 2023 (in thousands):
| As of | As of | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Intangible assets subject to amortization | $ | $ | ||||||
| Total | $ | $ | ||||||
Intangible assets subject to amortization consisted of the following as of December 31, 2024 (dollars in thousands):
| Weighted- | ||||||||||||||||
| average remaining amortization period (in years) | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||
| Noncompetition agreement | $ | $ | ( | ) | $ | |||||||||||
| Total | $ | $ | ( | ) | $ | |||||||||||
impairment in the value of amortizing intangible assets was recognized during the years ended December 31, 2024 and 2023. Amortization expense of the intangible assets was $
Estimated amortization expense of our intangible assets to be recognized by the Company for the next five years is as follows (in thousands):
| Estimated | ||||
| Year ending December 31, | Amortization Expense | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | $ | |||
12. 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 December 31, 2024, management believed that the resolution of these matters would not materially affect our financial condition or results of operations.
Omega Litigation
During the fourth quarter of 2024, one of the Company’s subsidiaries, Omega, was served with litigation in the Circuit Court in and for Charlotte County, Florida. The case, instituted by ABL RPC Residential Credit Acquisition, LLC is a mortgage foreclosure action filed against multiple parties including the borrower, the current UCC lien holder, the current owners of the collateralized properties, and unknown tenants of the properties (collectively “Defendants”). Two of the Defendants, 760 Anatalya Holding LLC and 562 Monaco Holding LLC (“Anatalya and Monaco”), through their majority owners, filed Affirmative Defenses and Counter Claims in the foreclosure action alleging a count of negligence against Omega and naming Omega as a Third-Party Defendant. Anatalya and Monaco allege that Omega was negligent in conducting the closing of the mortgage transaction when Omega allowed the Manager of Anatalya and Monaco to execute all documents on their behalf including deeds transferring the properties into the name of the borrowing entity. Omega has retained outside counsel. 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 plans to assert vigorous defenses against 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.
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 maintained 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 entered into a settlement agreement to resolve all counts against Omega effective September 11, 2024. The monetary amount conveyed under the settlement agreement did not result in a material adverse effect to 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 claims was $
Hollie Drive Litigation
In November 2019, we received notice that the Company and the Buyer, the purchaser of substantially all of the Company’s assets during the first quarter of 2018, pursuant to the Asset Sale, were defendants in a pending case in the Circuit Court for Henry County, Virginia. The case, which had been instituted on September 18, 2019 by Hollie Drive Associates, LLC (“Hollie”), raises issues arising from the purported breach of a lease for warehouse space in Henry County, Virginia, which is owned by Hollie and was previously rented by the Company. The relevant lease was assigned to the Buyer in connection with the Asset Sale. The complaint asserted that the Buyer breached various provisions of the lease including failure to make certain rental payments and failure to pay for certain clean-up and reconstruction after the Buyer vacated the property. The complaint sought damages in the amount of approximately $
On January 12, 2024, Hollie and the Company entered into a compromised Settlement Agreement (“Hollie Settlement Agreement”) in which Hollie agreed to dismiss the lawsuit with prejudice, the Company admitted no fault or liability and received a full release from Hollie. The monetary amount conveyed to Hollie as part of the Hollie Settlement Agreement did not result in a material adverse effect on the Company’s financial statements and was recorded as a liability on the Company's Consolidated Balance Sheets as of December 31, 2023. Ultimately, the matter was dismissed with prejudice on January 24, 2024.
Leases
Right-of-use assets and lease liabilities related to operating leases under ASC Topic 842, Leases (“ASC 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 842 are recorded as Lease assets and Lease liabilities, respectively, on the Consolidated Balance Sheets.
Our operating leases range in term from to years. As of December 31, 2024 and 2023, 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 December 31, 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 December 31, 2024 and 2023, the weighted-average discount rate used to determine our operating lease liability was
Lease expense, including property taxes and routine maintenance, as well as rental expenses related to short term leases, was $
Future payments under operating lease arrangements accounted for under ASC 842 as of December 31, 2024 are as follows (in thousands):
| 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 December 31, 2024. The minimum rental commitment over the duration of this lease is approximately $
Exhibit 19.1
HG Holdings, Inc.
Insider Trading Policy
(as excerpted from Section II.F.2 of the Code of Conduct of HG Holdings, Inc. (the “Company”))
Under the Company’s policy and federal and state securities laws, you may not buy, sell or recommend the purchase or sale of the Company’s securities or the securities of other companies, including customers, suppliers and others, on the basis of material nonpublic information in breach of a duty of trust and confidence to that particular company, or the source or owner of the information (“inside information”). In addition, you may not “tip” inside information to another who trades. In general, a purchase or sale of a security is considered to be “on the basis of” inside information if the person making the purchase or sale was aware of the information.
a. Duties of Trust and Confidence. All associates have a duty of trust and confidence to the Company. In addition, you owe a duty of trust and confidence to the source or owner of the information if (i) you agree to maintain the information in confidence; (ii) you have a history, pattern, or practice of sharing confidences such that the recipient of the information knows, or reasonably should know, that the person communicating the information expects that the recipient will maintain its confidentiality; and (iii) whenever you receive or obtain inside information from your spouse, parent, child or sibling.
b. Material. Information is “material” if a reasonable investor would consider it important in reaching an investment decision, or if the information is reasonably likely to affect the price of a company’s securities. Material information can be positive or negative and may relate to uncertain or speculative events. Examples of material information may include dividend changes, earnings estimates, merger or acquisition proposals or agreements, major litigation, new products or contracts, liquidity problems and significant management developments.
c. Nonpublic. Information is “nonpublic” unless and until it has been made widely available to the general public, which would include by means of a major news publication, a public filing made with a regulatory agency, materials sent to shareholders such as a proxy statement or prospectus or materials available from public disclosure services. The distribution of information through narrower channels, such as the posting of information on a blog, may be insufficient to make the information public. The fact that nonpublic information is reflected in rumors in the marketplace does not mean that the information has been publicly disseminated. It is important to note that, even after information becomes public, many aspects relating to a matter may remain nonpublic.
Trading on the basis of inside information or tipping others about inside information could have serious legal consequences for the individuals involved, their supervisors and the Company. Because the analysis may be complex, you should consult with the Company’s Principal Financial and Accounting Officer if you have any questions about whether information in your possession is material or nonpublic or if a proposed transaction would violate the insider trading laws.
Exhibit 21.1
Subsidiaries
The following is a list of subsidiaries of HG Holdings, Inc. as of December 31, 2024:
|
Name of Subsidiary |
State Organized |
|
|
National Consumer Title Insurance Company |
Florida |
|
|
HG Managing Agency, LLC |
North Carolina |
|
|
National Consumer Title Group, LLC |
Florida |
|
|
Title Agency Ventures, LLC |
Florida |
|
|
Omega National Title Agency, LLC |
Florida |
|
| Omega National Title of Florida, LLC | Florida | |
| Omega National Title of Pensacola, LLC | Florida |
Exhibit 31.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven A. Hale II, certify that:
|
1. |
I have reviewed this Annual Report on Form 10-K of HG Holdings, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: March 27, 2025 |
/s/ Steven A. Hale II |
|
|
Steven A. Hale II |
||
|
Chairman and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Anna A. Lieb, certify that:
|
1. |
I have reviewed this Annual Report on Form 10-K of HG Holdings, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: March 27, 2025 |
/s/ Anna A. Lieb |
|
| Anna A. Lieb | ||
|
Principal Financial and Accounting Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the HG Holdings, Inc. (the “Company”) Annual Report on Form 10-K for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven A. Hale II, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
(1). |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2). |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
Date: March 27, 2025 |
/s/ Steven A. Hale II |
|
|
Steven A. Hale II |
||
|
Chairman and Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the HG Holdings, Inc. (the “Company”) Annual Report on Form 10-K for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anna A. Lieb, Principal Financial and Accounting Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
(1). |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(2). |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
Date: March 27, 2025 |
/s/ Anna A. Lieb |
|
| Anna A. Lieb | ||
|
Principal Financial and Accounting Officer |