Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-39142 | |
Entity Registrant Name | Porch Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2587663 | |
Entity Address, Address Line One | 2200 1st Avenue S | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Seattle | |
Entity Address State Or Province | WA | |
Entity Address, Postal Zip Code | 98134 | |
City Area Code | 855 | |
Local Phone Number | 767-2400 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | PRCH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 98,064,108 | |
Entity Central Index Key | 0001784535 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 410,217 | $ 196,046 |
Accounts receivable, net | 33,641 | 4,268 |
Short-term investments | 10,142 | |
Reinsurance balance due | 246,170 | |
Prepaid expenses and other current assets | 8,636 | 4,080 |
Restricted cash | 4,614 | 11,407 |
Total current assets | 713,420 | 215,801 |
Property, equipment, and software, net | 7,656 | 4,593 |
Goodwill | 170,427 | 28,289 |
Long-term investments | 58,646 | |
Intangible assets, net | 91,650 | 15,961 |
Restricted cash, non-current | 1,000 | |
Long-term insurance commissions receivable | 7,159 | 3,365 |
Other assets | 368 | 378 |
Total assets | 1,050,326 | 268,387 |
Current liabilities | ||
Accounts payable | 5,525 | 9,203 |
Accrued expenses and other current liabilities | 57,274 | 9,905 |
Deferred revenue | 190,137 | 5,208 |
Refundable customer deposit | 1,509 | 2,664 |
Current portion of long-term debt | 107 | 4,746 |
Losses and loss adjustment expense reserves | 87,737 | |
Other insurance liabilities, current | 34,819 | |
Total current liabilities | 377,108 | 31,726 |
Long-term debt | 417,976 | 43,237 |
Refundable customer deposit, non-current | 529 | |
Earnout liability, at fair value | 39,811 | 50,238 |
Private warrant liability, at fair value | 17,706 | 31,534 |
Other liabilities (includes $2,849 and $3,549 at fair value, respectively) | 5,449 | 3,798 |
Total liabilities | 858,050 | 161,062 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value: Authorized shares - 400,000,000 and 400,000,000, respectively Issued and outstanding shares - 97,332,998 and 81,669,151, respectively | 10 | 8 |
Additional paid-in capital | 596,156 | 424,823 |
Accumulated other comprehensive income | 113 | |
Accumulated deficit | (404,003) | (317,506) |
Total stockholders' equity | 192,276 | 107,325 |
Total liabilities and stockholders' equity | $ 1,050,326 | $ 268,387 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets | ||
Other liabilities | $ 2,849 | $ 3,549 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 97,332,998 | 81,669,151 |
Common stock, shares outstanding | 97,332,998 | 81,669,151 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Condensed Consolidated Statements of Operations | ||||
Revenue | $ 62,769 | $ 21,507 | $ 140,852 | $ 53,703 |
Operating expenses : | ||||
Cost of revenue | 19,158 | 5,361 | 44,587 | 13,252 |
Selling and marketing | 22,874 | 8,803 | 60,636 | 30,443 |
Product and technology | 11,317 | 5,701 | 34,158 | 18,124 |
General and administrative | 22,034 | 5,490 | 66,463 | 15,539 |
Gain on divestiture of businesses | (1,442) | |||
Total operating expenses | 75,383 | 25,355 | 205,844 | 75,916 |
Operating loss | (12,614) | (3,848) | (64,992) | (22,213) |
Other income (expense): | ||||
Interest expense | (1,857) | (3,952) | (4,296) | (10,329) |
Change in fair value of earnout liability | 7,413 | (15,388) | ||
Change in fair value of private warrant liability | 2,692 | (17,521) | ||
Gain (loss) on extinguishment of debt | (3,133) | (2,532) | 5,110 | 1,077 |
Investment income and realized gains, net of investment expenses | 248 | 448 | ||
Other income (expense), net | 316 | 1,418 | 225 | (2,050) |
Total other income (expense) | 5,679 | (5,066) | (31,422) | (11,302) |
Loss before income taxes | (6,935) | (8,914) | (96,414) | (33,515) |
Income tax benefit (expense) | 1,836 | (9) | 9,917 | (33) |
Net loss | $ (5,099) | $ (8,923) | $ (86,497) | $ (33,548) |
Net loss attributable per share to common stockholders: | ||||
Loss per share - basic (in dollars per share) | $ (0.05) | $ (0.25) | $ (0.93) | $ (0.95) |
Loss per share diluted (in dollars per share) | $ (0.08) | $ (0.25) | $ (0.93) | $ (0.95) |
Weighted-average shares used in computing net loss attributable per share to common stockholders: | ||||
Shares used in computing basic loss per share | 96,839,292 | 35,809,973 | 92,544,137 | 35,294,839 |
Shares used in computing diluted loss per share | 97,545,942 | 35,809,973 | 92,544,137 | 35,294,839 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock based compensation expense | $ 5,884 | $ 507 | $ 29,361 | $ 1,541 |
Cost of revenue | ||||
Stock based compensation expense | 1 | 1 | 1 | |
Selling and marketing | ||||
Stock based compensation expense | 1,382 | 88 | 4,888 | 186 |
Product and technology | ||||
Stock based compensation expense | 1,367 | 115 | 5,522 | 619 |
General and administrative | ||||
Stock based compensation expense | $ 3,135 | $ 303 | $ 18,950 | $ 735 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net loss | $ (5,099) | $ (8,923) | $ (86,497) | $ (33,548) |
Other comprehensive income (loss): | ||||
Current period change in net unrealized gain (loss), net of tax | (154) | 113 | ||
Comprehensive loss | $ (5,253) | $ (8,923) | $ (86,384) | $ (33,548) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common StockSeries C Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in CapitalSeries C Redeemable Convertible Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Series C Redeemable Convertible Preferred Stock | Total |
Beginning Balance at Dec. 31, 2019 | $ 3 | $ 203,492 | $ (263,474) | $ (59,979) | ||||
Beginning Balance (in shares) at Dec. 31, 2019 | 34,197,822 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (18,367) | (18,367) | ||||||
Other comprehensive income | $ 3,856 | 3,856 | ||||||
Stock-based compensation | 672 | 672 | ||||||
Issuance of Series C redeemable convertible preferred stock | $ 4,714 | $ 4,714 | ||||||
Issuance of Series C redeemable convertible preferred stock (in shares) | 671,836 | |||||||
Conversion of convertible notes to Series C redeemable convertible preferred stock | 1,436 | 1,436 | ||||||
Conversion of convertible notes to Series C redeemable convertible preferred stock (in shares) | 198,750 | |||||||
Vesting of restricted stock awards issued for acquisitions (in shares) | 472,141 | |||||||
Issuance of common stock warrants | 44 | 44 | ||||||
Exercise of stock options | 1 | 1 | ||||||
Exercise of stock options (in shares) | 8,409 | |||||||
Ending Balance at Mar. 31, 2020 | $ 3 | 210,359 | (281,841) | 3,856 | (67,623) | |||
Ending Balance (in shares) at Mar. 31, 2020 | 35,548,958 | |||||||
Beginning Balance at Dec. 31, 2019 | $ 3 | 203,492 | (263,474) | (59,979) | ||||
Beginning Balance (in shares) at Dec. 31, 2019 | 34,197,822 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (33,548) | |||||||
Ending Balance at Sep. 30, 2020 | $ 3 | 212,999 | (296,884) | (83,882) | ||||
Ending Balance (in shares) at Sep. 30, 2020 | 35,973,151 | |||||||
Beginning Balance at Mar. 31, 2020 | $ 3 | 210,359 | (281,841) | 3,856 | (67,623) | |||
Beginning Balance (in shares) at Mar. 31, 2020 | 35,548,958 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (6,258) | (6,258) | ||||||
Other comprehensive income | (3,856) | (3,856) | ||||||
Stock-based compensation | 362 | 362 | ||||||
Issuance of common stock for acquisitions | 39 | 39 | ||||||
Issuance of common stock for acquisitions (in shares) | 11,744 | |||||||
Exercise of stock options (in shares) | 1,174 | |||||||
Ending Balance at Jun. 30, 2020 | $ 3 | 210,760 | (288,099) | (77,336) | ||||
Ending Balance (in shares) at Jun. 30, 2020 | 35,561,876 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (8,923) | (8,923) | ||||||
Stock-based compensation | 507 | 507 | ||||||
Issuance of Series C redeemable convertible preferred stock | $ 122 | $ 122 | ||||||
Issuance of Series C redeemable convertible preferred stock (in shares) | 10,703 | |||||||
Repurchase of redeemable convertible stock | (480) | (480) | ||||||
Repurchase of redeemable convertible stock (in shares) | (75,162) | |||||||
Issuance of common stock for acquisitions | 1,790 | 1,790 | ||||||
Issuance of common stock for acquisitions (in shares) | 396,713 | |||||||
Shareholder contribution | 300 | 300 | ||||||
Exercise of stock options | 138 | 138 | ||||||
Exercise of stock options (in shares) | 79,021 | |||||||
Ending Balance at Sep. 30, 2020 | $ 3 | 212,999 | (296,884) | (83,882) | ||||
Ending Balance (in shares) at Sep. 30, 2020 | 35,973,151 | |||||||
Beginning Balance at Dec. 31, 2020 | $ 8 | 424,823 | (317,506) | 107,325 | ||||
Beginning Balance (in shares) at Dec. 31, 2020 | 81,669,151 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (65,101) | (65,101) | ||||||
Stock-based compensation | 4,462 | 4,462 | ||||||
Stock-based compensation - earnout | 12,373 | 12,373 | ||||||
Issuance of common stock for acquisitions | 1,169 | 1,169 | ||||||
Issuance of common stock for acquisitions (in shares) | 90,000 | |||||||
Reclassification of earnout liability upon vesting | 25,815 | 25,815 | ||||||
Vesting of restricted stock units (in shares) | 2,078,102 | |||||||
Exercise of stock warrants | $ 1 | 93,007 | 93,008 | |||||
Exercise of stock warrants (in shares) | 8,087,623 | |||||||
Exercise of stock options | 355 | 355 | ||||||
Exercise of stock options (in shares) | 593,106 | |||||||
Income tax withholdings | (16,997) | (16,997) | ||||||
Income tax withholdings (in shares) | (1,062,250) | |||||||
Transaction costs | (402) | (402) | ||||||
Ending Balance at Mar. 31, 2021 | $ 9 | 544,605 | (382,607) | 162,007 | ||||
Ending Balance (in shares) at Mar. 31, 2021 | 91,455,732 | |||||||
Beginning Balance at Dec. 31, 2020 | $ 8 | 424,823 | (317,506) | 107,325 | ||||
Beginning Balance (in shares) at Dec. 31, 2020 | 81,669,151 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (86,497) | |||||||
Ending Balance at Sep. 30, 2021 | $ 10 | 596,156 | (404,003) | 113 | 192,276 | |||
Ending Balance (in shares) at Sep. 30, 2021 | 97,332,998 | |||||||
Beginning Balance at Mar. 31, 2021 | $ 9 | 544,605 | (382,607) | 162,007 | ||||
Beginning Balance (in shares) at Mar. 31, 2021 | 91,455,732 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (16,297) | (16,297) | ||||||
Other comprehensive income | 267 | 267 | ||||||
Stock-based compensation | 2,466 | 2,466 | ||||||
Stock-based compensation - earnout | 4,176 | 4,176 | ||||||
Issuance of common stock for acquisitions | 21,687 | 21,687 | ||||||
Issuance of common stock for acquisitions (in shares) | 1,292,441 | |||||||
Contingent consideration for acquisitions | 6,685 | 6,685 | ||||||
Reclassification of private warrant liability upon exercise | 16,843 | 16,843 | ||||||
Vesting of restricted stock units (in shares) | 33,182 | |||||||
Exercise of stock warrants | $ 1 | 33,761 | 33,762 | |||||
Exercise of stock warrants (in shares) | 2,862,312 | |||||||
Exercise of stock options | 2,227 | 2,227 | ||||||
Exercise of stock options (in shares) | 946,392 | |||||||
Income tax withholdings | (5,194) | (5,194) | ||||||
Income tax withholdings (in shares) | (296,643) | |||||||
Transaction costs | 140 | 140 | ||||||
Ending Balance at Jun. 30, 2021 | $ 10 | 627,396 | (398,904) | 267 | 228,769 | |||
Ending Balance (in shares) at Jun. 30, 2021 | 96,293,416 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (5,099) | (5,099) | ||||||
Other comprehensive income | (154) | (154) | ||||||
Stock-based compensation | 1,641 | 1,641 | ||||||
Stock-based compensation - earnout | 4,243 | 4,243 | ||||||
Issuance of common stock for acquisitions | 1,937 | 1,937 | ||||||
Issuance of common stock for acquisitions (in shares) | 102,636 | |||||||
Reclassification of private warrant liability upon exercise | 14,505 | 14,505 | ||||||
Vesting of restricted stock units (in shares) | 271,432 | |||||||
Exercise of stock warrants (in shares) | 557,816 | |||||||
Exercise of stock options | 934 | 934 | ||||||
Exercise of stock options (in shares) | 339,150 | |||||||
Income tax withholdings | (1,587) | (1,587) | ||||||
Income tax withholdings (in shares) | (231,452) | |||||||
Capped call transactions | (52,913) | (52,913) | ||||||
Ending Balance at Sep. 30, 2021 | $ 10 | $ 596,156 | $ (404,003) | $ 113 | $ 192,276 | |||
Ending Balance (in shares) at Sep. 30, 2021 | 97,332,998 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (86,497) | $ (33,548) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 10,787 | 5,021 |
Loss on sale and impairment of long-lived assets | 202 | 807 |
Gain on extinguishment of debt | (5,110) | (1,077) |
Loss on remeasurement of debt | 924 | |
Gain on divestiture of businesses | (1,442) | |
Loss on remeasurement of warrants | 17,521 | 1,214 |
Loss (gain) on remeasurement of contingent consideration | (380) | 1,500 |
Loss on remeasurement of earnout liability | 15,388 | |
Stock-based compensation | 29,361 | 1,541 |
Amortization of premium/accretion of discount, net | 941 | |
Net realized losses on investments | 45 | |
Interest expense (non-cash) | 67 | 4,899 |
Other | 106 | |
Other | (1,379) | |
Change in operating assets and liabilities, net of acquisitions and divestitures | ||
Accounts receivable | (5,424) | (1,056) |
Reinsurance balance due | (33,097) | |
Prepaid expenses and other current assets | 90 | 208 |
Long-term insurance commissions receivable | (3,794) | (1,947) |
Accounts payable | (23,284) | 3,723 |
Accrued expenses and other current liabilities | 3,031 | 1,575 |
Losses and loss adjustment expense reserves | 1,892 | |
Other insurance liabilities, current | 5,085 | |
Deferred revenue | 42,948 | 3,109 |
Refundable customer deposits | (2,441) | (2,641) |
Deferred income tax benefit | (8,153) | |
Other | 484 | 69 |
Net cash used in operating activities | (41,717) | (17,015) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (588) | (121) |
Capitalized internal use software development costs | (2,629) | (2,113) |
Purchases of short-term and long-term investments | (19,126) | |
Maturities, sales of short-term and long-term investments | 16,367 | |
Acquisitions, net of cash acquired | (178,681) | (1,618) |
Net cash used in investing activities | (184,657) | (3,852) |
Cash flows from financing activities: | ||
Proceeds from debt issuance, net of fees | 413,537 | 61,190 |
Repayments of principal and related fees | (42,965) | (42,858) |
Proceeds from issuance of redeemable convertible preferred stock, net of fees | 4,714 | |
Capped call transactions | (42,330) | |
Proceeds from exercises of warrants | 126,772 | |
Proceeds from exercises of stock options | 3,516 | 76 |
Income tax withholdings paid upon vesting of restricted stock units | (23,778) | |
Deferred offering costs | (1,255) | |
Repurchase of stock | (42) | |
Net cash provided by financing activities | 434,752 | 21,825 |
Net change in cash, cash equivalents, and restricted cash | 208,378 | 958 |
Cash, cash equivalents, and restricted cash, beginning of period | 207,453 | 7,179 |
Cash, cash equivalents, and restricted cash end of period | 415,831 | 8,137 |
Supplemental disclosures | ||
Cash paid for interest | 2,675 | 4,344 |
Reduction of earnout liability due to a vesting event | 25,815 | |
Non-cash consideration for acquisitions | 42,229 | 1,829 |
Payable for capped call transactions | $ 10,583 | |
Debt discount for warrants issued (non-cash) | 1,215 | |
Cancelation of a convertible promissory note on divestiture of a business | 2,724 | |
Conversion of debt to redeemable convertible preferred stock (non-cash) | 1,436 | |
Capital contribution from a shareholder | $ 300 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Description of Business Porch Group, Inc. (“Porch Group”, “Porch” or the “Company”) is a vertical software platform for the home, providing software and services to home services companies, such as home inspectors, insurance carriers, moving companies, utility companies, warranty companies, title companies, and others. Porch helps these service providers grow their business and improve their customer experience. In addition, through these relationships Porch gains access to homebuyers and is able to offer services to make the moving process easier, helping consumers save time and make better decisions about critical services, including insurance, warranty, moving, security, TV/internet, home repair and improvement, and more. Beginning in the quarter ending September 30, 2021, we have two reportable segments that are also our operating segments, which have been identified based on how our chief operating decision-maker (“CODM”) manages our business, makes operating decisions and evaluates operating and financial performance. The chief executive officer acts as the CODM and reviews financial and operational information for the Vertical Software and Insurance segments. Our Vertical Software segment primarily consists of a vertical software platform for the home, providing software and services to home services companies, such as home inspectors, moving companies, utility companies, title companies, and others, and includes software fee revenues from companies, and non-insurance revenue. The Vertical Software segment also includes per-lead and per-quote based revenue from insurance companies. Our Insurance segment offers various forms of homeowner insurance policies through its own insurance carrier and certain homeowner and auto insurance policies through its licensed insurance agency. The Insurance segment also includes home warranty revenue. The Merger On July 30, 2020, Porch.com, Inc. (“Legacy Porch”) entered into a definitive agreement (as amended, the “Merger Agreement”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, whereby the parties agreed to merge, resulting in the parent of Porch.com, Inc. becoming a publicly-listed company under the name Porch Group, Inc. (“Porch”). This merger (the “Merger”) closed on December 23, 2020, and was accounted for as a reverse recapitalization, COVID-19 Update The novel coronavirus disease 2019 (“COVID-19”) and the measures adopted by government entities in response to it have adversely affected Porch’s business operations since March of 2020. The impact of the COVID-19 pandemic and related mitigation on Porch’s ability to conduct ordinary course business activities has been and may continue to be impaired for an indefinite period. The extent of the continuing impact of the COVID-19 pandemic on Porch’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on the Company’s customers, suppliers, and employees, all of which remain uncertain at this time. Porch expects the COVID-19 pandemic to continue to have an uncertain impact on future revenues and results of operations, but is unable to predict the size and duration of such impact. Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of Porch Group, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements and notes should be read in conjunction with the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, filed with the SEC on May 19, 2021. The information as of December 31, 2020 included in the unaudited condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. Certain reclassifications to 2020 balances were made to conform to the current period presentation in the condensed consolidated financial statements. The unaudited condensed consolidated financial statements included in this Quarterly Report were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are of a normal recurring nature) considered necessary to present fairly the Company’s financial position, results of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods and dates presented. The results of operations for both the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other interim period or future year. Comprehensive Income (Loss) Comprehensive income (loss) consists of adjustments related to (1) unrealized gains and losses on available-for-sale securities, and (2) the effect of the Company’s own credit components on the fair value of certain convertible notes at fair value in accordance with the fair value option (“FVO Notes”). Each reporting period, the fair value of the FVO Notes is determined and resulting gains and losses from the change in fair value of the FVO Notes associated with the Company’s own credit component is recognized in accumulated other comprehensive income (“AOCI”), while the resulting gains and losses associated with non-credit components are included in the unaudited condensed consolidated statements of operations. The FVO Notes were extinguished during the quarter ended June 30, 2020, resulting in a reversal of the previously recognized gain from the change in fair value of the FVO associated with the Company’s own credit component in AOCI. Reclassifications Certain reclassifications to previously reported 2021 balances were made to conform to the current period presentation in the condensed consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. On an ongoing basis these estimates, which include, but are not limited to, estimated variable consideration for services performed, the allowance for doubtful accounts, depreciable lives for property and equipment, acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, unpaid losses and loss adjustment expenses, contingent consideration, earnout liabilities and private warrant liabilities, are evaluated by management. Actual results could differ materially from those estimates, judgments, and assumptions. Concentration of Credit Risk Financial instruments which potentially subject the Company to credit risk consist principally of cash, money market accounts on deposit with financial institutions, money market funds, certificates of deposit and fixed- maturity securities, as well as receivable balance in the course of collection. The Company’s insurance subsidiary has exposure and remains liable in the event of an insolvency of one of its primary reinsurers. Management and its reinsurance intermediary regularly assess the credit quality and ratings of its reinsurer base companies. One reinsurer represented 11% of the Company’s insurance subsidiary’s total reinsurance receivables as of September 30, 2021. Substantially all of the Company’s insurance-related revenues in the Insurance segment are derived from customers in Texas (which represented a significant majority of such revenues in the three and nine months ended September 30, 2021), Arizona, Georgia, North Carolina, South Carolina, Illinois, Nevada, and Virginia which could be adversely affected by economic conditions, an increase in competition, or environmental impacts and changes. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash equivalents as of September 30, 2021 includes $0.3 million held in certificates of deposits and money market mutual funds pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, $2.8 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in sixteen The reconciliation of cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows: September 30, 2021 December 31, 2020 Cash and cash equivalents $ 410,217 $ 196,046 Restricted cash and restricted cash equivalents - current 4,614 11,407 Restricted cash and restricted cash equivalents - non-current 1,000 — Cash, cash equivalents and restricted cash $ 415,831 $ 207,453 Investments The Company’s investments are primarily comprised of short-term certificates of deposit, U.S. Treasury notes, and mortgage-backed securities and are classified as available-for-sale and reported at fair value with unrealized gains and losses included in AOCI. Investments are classified as current or non-current based upon the remaining maturity of the investment. Amortization of premium and accretion of discount are computed using the effective interest method. The amortization of discounts and premiums on mortgage-backed securities takes into consideration actual and future estimated principal prepayments. The Company utilizes estimated prepayment speed information obtained from published sources. The effects of the yield of a security from changes in principal prepayments are recognized prospectively. The degree to which a security is susceptible to yield adjustments is influenced by the difference between its carrying value and par, the relative sensitivity of the underlying mortgages backing the assets to prepayment in a changing interest rate environment, and the repayment priority for structured securities. The Company evaluates whether declines in the fair value of its investments below amortized cost are other-than-temporary. This evaluation includes the Company's ability and intent to hold the security until an expected recovery occurs, the severity and duration of the unrealized loss, as well as all available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable forecasts, when developing estimates of cash flows expected to be collected. Realized gains and losses on sales of investments are determined using the specific-identification method. Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable represent amounts due from enterprise customers and other corporate partnerships, as well as due and deferred insurance premiums. Due and deferred premiums, which are included in accounts receivable, consist of uncollateralized premiums and agents’ balances which are in the process of collection as well as premiums earned but not yet due from customers. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. The Company estimates allowances for uncollectible receivables based on the credit worthiness of its customers, historical trend analysis, and general economic conditions. Consequently, an adverse change in those factors could affect the Company’s estimate of allowance for doubtful accounts. The allowance for uncollectible receivables as of September 30, 2021 and December 31, 2020, was $367 thousand and $249 thousand, respectively. Deferred Policy Acquisition Costs The Company capitalizes deferred policy acquisitions costs (“DAC”) which consist of commissions, premium taxes and policy underwriting and production expenses that are directly related to the successful acquisition of new or renewal insurance contracts. DAC are amortized to expense on a straight-line basis over the terms of the policies to which they relate. DAC is also reduced by ceding commissions which represent recoveries of acquisition costs. DAC is periodically reviewed for recoverability and adjusted if necessary. Future investment income is considered in determining the recoverability of DAC. As of September 30, 2021, DAC of $3.7 million is included in prepaid expenses and other current assets. Fair Value of Financial Instruments Fair value, as defined by the accounting standards, represents the amount at which an asset or liability would be transferred in a current orderly transaction between willing market participants. Emphasis is placed on observable inputs being used to assess fair value. To reflect this approach the standards require a three-tiered fair value hierarchy be applied based on the nature of the inputs used when measuring fair value. The three hierarchical levels of inputs are as follows: Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date; Level 2 Observable inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. This may include active markets for similar assets and liabilities, quoted prices in markets that are not highly active, or other inputs that are observable or can be corroborated by observable market data; and Level 3 Unobservable inputs that are arrived at by means other than current observable market activity. The level of the least observable significant input used in assessing the fair value determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement requires the use of judgment specific to the asset or liability. Losses and Loss Adjustment Expenses Reserves The liability for losses and loss adjustment expenses (“LAE”) is an estimate of the amounts required to cover known incurred losses and LAE, and is developed through the review and assessment of loss reports, along with the analysis of known claims. These reserves include management’s estimate of the amounts for losses incurred but not reported (“IBNR”), based on evaluation of overall loss reporting patterns as well as the loss development cycles of individual claim cases. Although management believes that the balance of these reserves is adequate, as such liabilities are necessarily dependent on estimates, the ultimate expense may be more or less than the amounts presented. The approach and methods for developing these estimates and for recording the resulting liability are continually reviewed. Any adjustments to this reserve are recognized in the statement of operations. Losses and LAE, less related reinsurance are charged to expense as incurred. The following table provides the rollforward of the beginning and ending reserve balances for losses and LAE, gross of reinsurance for September 30, 2021: 2021 Losses and LAE reserve at April 5 $ 84,366 Reinsurance recoverables on losses and LAE (82,898) Losses and LAE reserve, net of reinsurance recoverables at April 5 1,468 Net incurred losses and LAE during the current year 15,744 Net claim and LAE payments during the current year (10,106) Reserve for losses and LAE, net of reinsurance recoverables, at end of year 7,106 Reinsurance recoverables on losses and LAE 80,631 Losses and LAE reserve at September 30 $ 87,737 Reinsurance In the normal course of business, the Company continually monitors its risk exposure and seeks to reduce the overall exposure to losses that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk with other insurance enterprises or reinsurers. The Company only engages quality, financially rated reinsurers and continually monitors the financial ratings of these companies through its brokers. The amount and type of reinsurance employed is based on management’s analysis of liquidity as well as its estimates of probable maximum loss and evaluation of the conditions within the reinsurance market. Reinsurance premiums, expense reimbursements, and reserves related to reinsured business are accounted for on a basis consistent with those used for the original policies issued and the terms of the reinsurance contracts. Premiums paid for reinsurance are recognized as reductions of revenue. The effects of reinsurance on premiums written and earned were as follows, for the period since the acquisition date of April 5, 2021 to September 30, 2021: September 30, 2021 Written Earned Direct premiums $ 177,333 $ 134,712 Ceded premiums (158,793) (126,743) Net premiums $ 18,540 $ 7,969 Other Insurance Liabilities, Current The following table details the components of other insurance liabilities, current on the condensed consolidated balance sheets: September 30, 2021 Ceded reinsurance premiums payable $ 18,922 Funds held under reinsurance treaty 2,600 Commissions payable, reinsurers and agents 9,453 General and accrued expenses payable 537 Advance premiums 3,307 Other insurance liabilities, current $ 34,819 Earnout Shares Upon the Merger, 6,000,000 restricted common shares, subject to vesting and cancellation provisions, were issued to holders of pre-Merger Porch common stock (the “earnout shares”). The earnout shares were issued in three equal tranches with separate market vesting conditions. One- The earnout shares are accounted for as a derivative financial instrument, which is classified as a liability and periodically measured at fair value, with changes in fair value recognized in the statement of operations. Note 4 denotes the beginning and ending balances of the earnout share liability, and activity recognized during the period. Revenue Recognition The Company generates its Core Services Revenue from (1) fees received for connecting homeowners to individual contractors, small business service providers and large enterprise service providers, (2) commissions from third-party insurance and warranty carriers, and (3) insurance and warranty premiums, policy fees and other insurance-related fees generated through its own insurance carrier. The Company’s Managed Services Revenue is generated from fees received for providing select and limited services directly to homeowners. The Company’s Software and Service Subscription Revenue is generated from fees received for providing subscription access to the Company’s software platforms and subscription services across various industries. Core Services Revenue Core Services Revenue is generated by the Company connecting third-party service providers (“Service Providers”) with homeowners that meet pre-defined criteria and who may be looking for relevant services. Service Providers represent a broad variety of offerings across the construction and repair, utilities, and other connected services spaces, which includes movers, TV/Internet, warranty, security monitoring providers, plumbers, electricians, roofers, et al. The Company also connects homeowners with home and auto insurance policies from third-party insurance carriers, and starting in April 2021, began providing various forms of homeowners insurance through its own insurance carrier and managing general agency. In September 2021, the Company became a provider of home warranty service contracts as well. Revenue generated from Service Providers is recognized at a point in time upon the connection of a homeowner to the Service Provider, at which point the Company’s performance obligation has been satisfied. The transaction price is generally either a fixed price per qualifying lead or activated service, or a percentage of the revenue the Service Provider ultimately generates through the homeowner connection. When the revenue to which the Company is entitled is based on the amount of revenue the Service Provider generates from the homeowner, the transaction price is considered variable, and an estimate of the constrained transaction price is recorded by the Company upon delivery of the lead or upon the activation of the service. Amounts received in advance of delivery of leads to the Service Provider is recorded as deferred revenue. Certain Service Providers have the right to return leads in limited instances. An estimate of returns is included as a reduction of revenue based on historical experience or specific identification depending on the contractual terms of the arrangement. Estimated returns are not material in any period presented. In January 2020, the Company, through its wholly-owned subsidiary and licensed insurance agency, Elite Insurance Group (“EIG”), began selling homeowner and auto insurance policies for third-party insurance carriers. The transaction price for these arrangements is the estimated lifetime value (“LTV”) of the commissions to be paid by the third-party carrier for the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions expected. The Company constrains the transaction price based on its best estimate of the amount which will not result in a significant reversal of revenue in a future period. After a policy is sold for an insurance carrier, the Company has no additional or ongoing contractual obligation to the policyholder or insurance carrier. The Company estimates LTV by evaluating various factors, including commission rates for specific carriers and estimated average plan duration based on insurance carrier and market data related to policy renewals for similar insurance policies. On a quarterly basis, management reviews and monitors changes in the data used to estimate LTV as well as the cash received for each policy type compared to original estimates. The Company analyzes these fluctuations and, to the extent it identifies changes in estimates of the cash commission collections that it believes are indicative of an increase or decrease to prior period LTVs, the Company will adjust LTV for the affected policies at the time such determination is made. Changes in LTV may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented. Starting in April 2021, through the newly-acquired Homeowners of America Holding Corporation (“HAHC”) and its subsidiaries (collectively, “ HOA”), the Company is authorized to write various forms of homeowners insurance. Insurance-related revenues included in Core Services Revenue primarily relate to premiums, policy fees, excess ceding commissions and reinsurance profit share, and loss adjustment income. Premiums are recognized as revenue on a daily pro rata basis of the policy term. The portion of premiums related to the unexpired term of policies in force as of the end of the measurement period and to be earned over the remaining term of these policies, is deferred and reported as deferred revenue. Policy fees are collected by Homeowners of America Managing General Agent (“HAMGA”), and include application fees, which are intended to offset the costs incurred in establishing the insurance policy. Policy fees on policies where premium is traditionally paid in full upon inception of the policy are recognized when written. Excess ceding commissions represent the commissions from reinsurers in excess of the portion which represents the reimbursement of acquisition costs associated with insurance risk ceded to reinsurers and is earned on a pro-rata basis over the life of the insurance policy. Reinsurance profit share is additional ceding commissions payable to the Company based on attaining specified loss ratios within individual treaty years. Reinsurance profit share income is recognized when earned, which includes adjustments to earned reinsurance profit share based on changes in incurred losses. Loss adjustment fee income is recognized when the claim file is opened, and other fee income is recognized when the related service is performed. Starting in September 2021, through the newly-acquired American Home Protect (“AHP”), the Company is a provider of whole home warranty policies across the United States. AHP’s warranty contracts are typically three Managed Services Revenue Managed services revenue includes fees earned from providing a variety of services directly to the homeowner, including handyman and moving services. The Company generally invoices for managed services projects on a fixed fee or time and materials basis. The transaction price represents the contractually agreed upon price with the end customer for providing the respective service. Revenue is recognized as services are performed based on an output measure of progress, which is generally over a short duration (e.g., same day). Fees earned for providing managed services projects are non-refundable and there is generally no right of return. The Company acts as the principal in managed services revenue as it is primarily responsible to the end customer for providing the service, has a level of discretion in establishing pricing, and controls the service prior to providing it to the end customer. This control is evidenced by the ability to identify, select, and direct the service provider that provides the ultimate service to end customers. Software and Service Subscription Revenue Software and Service Subscription Revenue is primarily generated from the vertical software sold to home inspectors and other home services companies. The Company does not provide the customer with the right to take possession of any part of the software supporting the cloud-based application services. T Income Taxes Provisions for income taxes for the three months ended September 30, 2021 and 2020 were $1.8 million benefit and $9 thousand expense, respectively, and the effective tax rates for these periods were 26.5% and (0.1%), respectively. Provisions for income taxes for the nine months ended September 30, 2021 and 2020 were $9.9 million benefit and $33 thousand expense, respectively, and the effective tax rates for these periods were $10.3% and (0.1%), respectively. The difference between the Company’s effective tax rates for the 2021 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred assets and the impact of acquisitions on the Company’s valuation allowance. The difference between the Company’s effective tax rates for the 2020 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred tax assets. Other income (expense), net The following table details the components of other income (expense), net on the condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Gain (loss) on remeasurement of debt $ — $ 488 $ — $ (924) Gain (loss) on remeasurement of legacy preferred stock warrant liability — 785 — (1,214) Other, net 316 145 225 88 $ 316 $ 1,418 $ 225 $ (2,050) Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). In accordance with the JOBS Act, the Company previously elected to delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. As of June 30, 2021, the last business day of the second fiscal quarter, the Company met certain thresholds for qualification as a “large accelerated filer” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Therefore, the Company expects to lose EGC status as of December 31, 2021. The impact of this change in filing status includes being subject to the requirements of large accelerated filers, which includes shortened filing timelines, no delayed adoption of certain accounting standards, presentation of two comparative periods, and attestation of the Company’s internal control over financial reporting by its independent auditor. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The guidance in ASU No. 2020-06 is required for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2021, for public business entities. Early adoption is permitted, but no earlier than annual reporting periods beginning after December 15, 2020, including interim periods within those annual reporting periods. The Company early adopted this guidance for the fiscal year beginning January 1, 2021, and did so on a modified retrospective basis, without requiring any adjustments. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326 Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief In February 2016, the FASB issued ASU 2016 02, Leases (Topic 842) , sheets, statements of operations, and statements of cash flows and expects that the adoption of the ASU will increase assets and liabilities related to the Company’s operating leases on the consolidated balance sheets. The Company estimates that as of September 30, 2021, the adoption of Topic 842 would increase the Company’s total assets reflecting right of use asset of approximately $4.0 million and total liabilities reflecting the lease obligation payable of approximately $4.0 million. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Revenue | 2. Revenue Disaggregation of Revenue Total revenues consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Core services revenue $ 32,955 $ 17,265 $ 72,664 $ 38,102 Managed services revenue 14,248 1,911 28,561 9,744 Software and service subscription revenue 15,566 2,331 39,627 5,857 Total revenue $ 62,769 $ 21,507 $ 140,852 $ 53,703 Revenue from Divested Businesses There were no divestitures during the three and nine months ended September 30, 2021, or the three months ended September 30, 2020. Total revenue reported includes revenue from divested businesses of $4.3 million for the nine months ended September 30, 2020, respectively. Contracts with Customers Contract Assets - Insurance Commissions Receivable A summary of the activity impacting the contract assets during the nine months ended September 30, 2021 is presented below: Contract Assets Balance at December 31, 2020 $ 3,529 Estimated lifetime value of insurance policies sold by carriers 5,488 Cash receipts (1,580) Balance at September 30, 2021 $ 7,437 As of September 30, 2021, $278 of contract assets are expected to be collected within the next 12 months and therefore are included in current accounts receivable on the condensed consolidated balance sheets. The remaining $7,159 of contract assets are expected to be collected in the following periods and are included in long-term insurance commissions receivable on the condensed consolidated balance sheets. Contract Liabilities — Refundable Customer Deposits In September 2019, the Company entered into a Lead Buyer Agreement with a customer (“Buyer”) that provides residential security systems. Under the Lead Buyer Agreement, the Buyer pays the Company a referral fee for leads resulting in completed installations of certain residential security systems. At inception of this agreement, the Buyer made a prepayment of $7,000, which is to be credited over the term from October 2019 to September 2022, from earned referral fees for leads provided by the Company. This prepayment represents a contract liability since it is an advanced deposit for services the Company has yet to provide. A summary of the activity impacting the contract liabilities during the nine months ended September 30, 2021 is presented below: Contract Liabilities Balance at December 31, 2020 $ 3,193 Additions to contract liabilities 517 Additions to contract liabilities – significant financing component interest 150 Contract liabilities transferred to revenue (2,351) Balance at September 30, 2021 $ 1,509 As of September 30, 2021, $1,509 of contract liabilities are expected to be transferred to revenue within the next 12 months and therefore are included in current refundable customer deposits on the unaudited condensed consolidated balance sheets. Deferred Revenue Timing may differ between the satisfaction of performance obligations and collection of amounts from customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent the amounts relate to services or coverage performed by the Company over time, these liabilities are classified as deferred revenue. If the amounts collected related to a point in time obligation which has yet to be performed, these liabilities are classified as refundable customer deposits. A summary of the activity impacting deferred revenue balances during the nine months ended September 30, 2021 is presented below: Deferred Revenue Balance at December 31, 2020 $ 5,208 Revenue recognized (38,406) Additional amounts deferred 80,910 Impact of acquisitions 142,425 Balance at September 30, 2021 $ 190,137 Deferred revenue presented on the Company’s condensed consolidated balance sheet includes deferred revenue related to the Company’s insurance operations of $172.7 million and $13.6 million of unearned premiums and unearned ceding commissions, respectively. Deferred revenue of $3.8 million is related to the Company’s Vertical Software segment operations. Remaining Performance Obligations Contracts with customers include $3.8 million to performance obligations that will be satisfied at a later date. These amounts primarily include performance obligations that are recorded in the condensed consolidated balance sheets as deferred revenue. The amount of the transaction price allocated to performance obligations to be satisfied at a later date, which is not recorded in the condensed consolidated balance sheets, is immaterial as of September 30, 2021 and December 31, 2020. The Company has applied the practical expedients provided for in the accounting standards, and does not present unsatisfied performance obligations for (i) contracts with an original expected length of one year |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments | |
Investments | 3. Investments The following table provides the Company’s investment income, and realized gains on investments for fiscal 2021: Investment income, net of investment expenses $ 493 Realized gains on investments $ 46 Realized losses on investments $ (91) The following table provides the amortized cost, fair value and unrealized gains and (losses) of the Company’s investment securities: September 30, 2021 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. government obligations $ 10,983 $ 29 $ (27) $ 10,985 Obligations of states, municipalities and political subdivisions 4,378 5 (12) 4,371 Corporate bonds 32,208 183 (48) 32,343 Residential and commercial mortgage-backed securities 15,380 63 (55) 15,388 Other loan-backed and structured securities 5,703 11 (13) 5,701 Total debt securities $ 68,652 $ 291 $ (155) $ 68,788 The amortized cost and fair value of securities at September 30, 2021, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. September 30, 2021 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 8,741 $ 8,731 Due after one year through five years 20,828 20,841 Due after five years through ten years 15,696 15,808 Due after ten years 2,304 2,319 Residential and commercial mortgage-backed securities 15,380 15,388 Other loan-backed and structured securities 5,703 5,701 Total $ 68,652 $ 68,788 Other-than-temporary Impairment The Company regularly reviews its individual investment securities for other-than-temporarily impairment. The Company considers various factors in determining whether each individual security is other-than-temporarily impaired, including: - the financial condition and near-term prospects of the issuer, including any specific events that may affect its operations or earnings; - the length of time and the extent to which the market value of the security has been below its cost or amortized cost; - general market conditions and industry or sector specific factors; - nonpayment by the issuer of its contractually obligated interest and principal payments; and - the Company’s intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs. Securities with gross unrealized loss position at September 30, 2021, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows: Less Than Twelve Months Twelve Months or Greater Total Gross Gross Gross Unrealized Fair Unrealized Fair Unrealized Fair At September 30, 2021 Loss Value Loss Value Loss Value U.S. government obligations $ (27) $ 6,073 $ — $ — $ (27) $ 6,073 Obligations of states, municipalities and political subdivisions (12) 1,274 — — (12) 1,274 Industrial and miscellaneous (48) 11,978 — — (48) 11,978 Residential and commercial mortgage-backed securities (55) 9,108 — — (55) 9,108 Other loan-backed and structured securities (13) 3,450 — — (13) 3,450 Total securities $ (155) $ 31,883 $ — $ — $ (155) $ 31,883 At September 30, 2021, there were 260 securities in an unrealized loss position. Of these securities, there were none that had been in an unrealized loss position for 12 months or longer. The Company believes there were no fundamental issues such as credit losses or other factors with respect to any of its available-for-sale securities. The unrealized losses on investments in fixed-maturity securities were caused primarily by interest rate changes. It is expected that the securities would not be settled at a price less than par value of the investments. Because the declines in fair value are attributable to changes in interest rates or market conditions and not credit quality, and because the Company has the ability and intent to hold its available-for-sale investments until a market price recovery or maturity, the Company does not consider any of its investments to be other-than-temporarily impaired at September 30, 2021. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value | |
Fair Value | 4. Fair Value The following table details the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at September 30, 2021 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds $ 10,080 $ — $ — $ 10,080 Debt securities: U.S. government obligations 10,985 — — 10,985 Obligations of states and municipalities — 4,371 — 4,371 Industrial and miscellaneous — 32,343 — 32,343 Residential and commercial mortgage-backed securities — 15,388 — 15,388 Other loan-backed and structured securities — 5,701 — 5,701 $ 21,065 $ 57,803 $ — $ 78,868 Liabilities Contingent consideration - business combinations $ — $ — $ 2,849 $ 2,849 Contingent consideration - earnout — — 39,811 39,811 Private warrant liability — — 17,706 17,706 $ — $ — $ 60,366 $ 60,366 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 3,549 $ 3,549 Contingent consideration - earnout — — 50,238 50,238 Private warrant liability — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 Financial Assets Money market mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. As the funds are generally maintained at a net asset value which does not fluctuate, cost approximates fair value. These are included as a Level 1 measurement in the table above. The fair values for available-for-sale fixed-maturity securities are based upon prices provided by an independent pricing service. The Company has reviewed these prices for reasonableness and has not adjusted any prices received from the independent provider. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers Contingent Consideration – Business Combinations The Company estimated the fair value of the business combination contingent consideration that is triggered by EBITDA or revenue milestones, which related to certain 2021 acquisitions, using the Monte Carlo simulation method. The fair value is based on the simulated revenue and net income (loss) of the Company over the maturity date of the contingent consideration. As of September 30, 2021, the key inputs used in the determination of the combined fair value of $624 included volatility of 34.3% to 65%, discount rate of 26.0% and weighted-average cost of capital of 26.0% to 29.5%. The Company estimated the fair value of the business combination contingent consideration that is triggered by stock price milestones, which related to certain 2020 acquisitions, using the Monte Carlo simulation method. The fair value is based on the simulated stock price of the Company over the maturity date of the contingent consideration. As of September 30, 2021, the key inputs used in the determination of the fair value of $1,143 included stock price of $17.68, strike price of $20.00, discount rate of 5.2% and volatility of 65%. As of December 31, 2020, the key inputs used in the determination of the fair value of $1,749 included price of $14.27, strike price of $20.00, discount rate of 9% and volatility of 60%. The Company estimated the fair value of the 2018 business combination contingent consideration using a variation of the income approach known as the real options method. The fair value is based on the present value of the contingent payments to be made using a weighted probability of possible payments. In January 2021, the 2018 business combination contingent consideration was settled in full for a cash payment of $2,062. As of December 31, 2020, the key inputs used in the determination of fair value of $1,800 include projected revenues and expenses, discount rate of 9.96% to 9.98%, revenue volatility of 18.0% and weighted-average cost of capital of 21.5%. Contingent Consideration - Earnout The Company estimated the fair value of the earnout contingent consideration using the Monte Carlo simulation method. The fair value is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by the certain employee forfeitures. As of September 30, 2021, the key inputs used in the determination of the fair value included exercise price of $20.00 and $22.00, volatility of 65%, forfeiture rate of 15% and stock price of $17.68. As of December 31, 2020, the key inputs used in the determination of the fair value included exercise price of $18.00, $20.00 and $22.00, volatility of 60%, forfeiture rate of 16% and stock price of $14.27. Private Warrants The Company estimated the fair value of the private warrants using the Black-Scholes-Merton option pricing model. As of September 30, 2021, the key inputs used in the determination of the fair value included exercise price of $11.50, expected volatility of 53%, remaining contractual term of 4.23 years, and stock price of $17.68. As of December 31, 2020, the key inputs used in the determination of the fair value included exercise price of $11.50, expected volatility of 35%, remaining contractual term of 4.98 years, and stock price of $14.27. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Contingent Contingent Consideration - Private Consideration - Business Warrant Earnout Combinations Liability Fair value as of January 1, 2021 $ 50,238 $ 3,549 $ 31,534 Additions — 1,742 — Settlements (25,815) (2,062) — Change in fair value, loss (gain) included in net loss (1) 18,770 (275) 15,910 Fair value as of March 31, 2021 $ 43,193 $ 2,954 $ 47,444 Additions — — — Settlements — — (16,843) Change in fair value, loss (gain) included in net loss (1) 4,031 (300) 4,302 Fair value as of June 30, 2021 $ 47,224 $ 2,654 $ 34,903 Additions — — — Settlements — — (14,505) Change in fair value, loss (gain) included in net loss (1) (7,413) 195 (2,692) Fair value as of September 30, 2021 $ 39,811 $ 2,849 $ 17,706 Redeemable Contingent Convertible Consideration - Preferred Stock Business Warrants FVO Notes Combinations Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 Additions — — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) 1,214 454 (80) Change in fair value, (gain) included in other comprehensive income — (3,856) — Fair value as of March 31, 2020 $ 7,898 $ 8,257 $ 20 Additions — — — Settlements — (2,724) — Change in fair value, loss (gain) included in net loss (1) 785 (2,898) 1,480 Change in fair value, (gain) included in other comprehensive income — 3,856 — Fair value as of June 30, 2020 $ 8,683 $ 6,491 $ 1,500 Additions 1,762 — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) (785) (488) 100 Fair value as of September 30, 2020 $ 9,660 $ 6,003 $ 1,600 (1) Changes in fair value of the redeemable convertible stock warrants and FVO Notes are included in other income (expense), net, and changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Ch anges in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations. Fair Value Disclosure The fair value of the convertible senior notes (the “2026 Notes”) and other debt approximates the unpaid principal balance and is considered a Level 2 measurement. See Note 7. |
Property, Equipment, and Softwa
Property, Equipment, and Software | 9 Months Ended |
Sep. 30, 2021 | |
Property, Equipment, and Software | |
Property, Equipment, and Software | 5. Property, Equipment, and Software Property, equipment, and software net, consists of the following: September 30, December 31, 2021 2020 Software and computer equipment $ 1,740 $ 1,381 Furniture, office equipment, and other 1,908 567 Internally developed software 18,718 10,741 Leasehold improvements 1,112 1,112 23,478 13,801 Less: Accumulated depreciation and amortization (15,822) (9,208) Property, equipment, and software, net $ 7,656 $ 4,593 Depreciation and amortization expense related to property, equipment, and software was $1,448 and $963 for the three months ended September 30, 2021 and 2020, respectively, and $3,744 and $2,880 for the nine months ended September 30, 2021 and 2020, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 6. Intangible Assets and Goodwill Intangible Assets Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization, and consist of the following, as of September 30, 2021: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 9.0 $ 48,590 $ (5,006) $ 43,584 Acquired technology 6.0 19,565 (8,008) 11,557 Trademarks and tradenames 9.0 23,873 (2,009) 21,864 Non-compete agreements 2.0 410 (179) 231 Value of business acquired 1.0 400 (194) 206 Renewal rights 8.0 9,734 (486) 9,248 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 107,532 $ (15,882) $ 91,650 Intangible assets consist of the following, as of December 31, 2020: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 The aggregate amortization expense related to intangibles was $2,983 and $672 for the three months ended September 30, 2021 and 2020, respectively, and $7,043 and $2,141 for the nine months ended September 30, 2021 and 2020, respectively. Goodwill The following tables summarize the changes in the carrying amount of goodwill for the nine months ended September 30, 2021: Goodwill Balance as of December 31, 2020 $ 28,289 Acquisitions 142,750 Purchase price adjustments (612) Balance as of September 30, 2021 $ 170,427 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Debt | 7. Debt At September 30, 2021, debt comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value Convertible senior notes, due 2026 $ 425,000 $ — $ (11,371) $ 413,629 Line of credit, due 2022 4,000 — (54) 3,946 Other notes 600 (92) — 508 $ 429,600 $ (92) $ (11,425) $ 418,083 Convertible Senior Notes In September 2021, Porch completed a private Rule 144A offering of $425 million aggregate principal amount of its 0.75% Convertible Senior Notes due in September 2026 (the “2026 Notes”) at an issue price of 100% , which includes $40 million aggregate principal amount of 2026 Notes issued and sold pursuant to the exercise of the initial purchasers’ option to purchase additional 2026 Notes. The 2026 Notes were offered only to qualified institutional buyers (as defined in the Securities Act of 1933, as amended (the “Securities Act”)), pursuant to Rule 144A under the Securities Act. The net proceeds from the sale of the 2026 Notes were approximately $413.5 million after deducting the initial purchasers’ fees and other estimated expenses. The 2026 Notes are not redeemable at the Company’s option prior to September 20, 2024. The Company may redeem for cash all or any of the 2026 Notes, at the Company’s option, on or after September 20, 2024, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending The 2026 Notes are convertible at an initial conversion rate of 39.9956 ● during any fiscal quarter commencing after the calendar quarter ending on December 31, 2021, if the Company’s common stock price exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter; ● during the five business days after any five consecutive trading days in which the trading price per $1,000 Notes was less than 98% of the product of the closing sale price of the Company’s common stock and the then current conversion rate; ● upon the occurrence of certain corporate actions; ● upon the occurrence of a fundamental change, a make-whole fundamental change or any share exchange event; or ● prior to the related redemption date if the Company elects to exercise the company call option. Upon the occurrence of a make-whole fundamental change or the exercise of the Company’s redemption option, the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2026 Notes in connection with such make-whole fundamental change or exercise of redemption (not to exceed 52.9941 shares of common stock per $1,000 principal amount of the 2026 Notes). As discussed in Note 1, the Company early adopted ASU No. 2020-06 as of January 1, 2021 and concluded that the 2026 Notes will be accounted for as debt, with no bifurcation of the embedded conversion feature. Debt issuance costs were recorded a direct deduction from the related liability in the condensed consolidated balance sheet and are amortized to interest expense over the term of the 2026 Notes. The effective interest rate for the 2026 Notes is 1.3% . Interest expense recognized related to the 2026 Notes was approximately $0.2 million for the three and nine months ended September 30, 2021, and comprised of contractual interest expense and amortization of debt issuance costs. Capped Call Transactions In connection with the offering of the 2026 Notes, the Company purchased capped calls from certain financial institutions with respect to its common stock. The capped calls each have an initial strike price of $25.0027 per share of the Company’s common stock, which corresponds to the initial conversion price of the 2026 Notes. The capped calls each have an initial cap price of $37.7400 per share and expire in incremental components on each trading date beginning on September 13, 2021 and ending on September 15, 2026. The capped calls are intended to offset potential dilution to the Company’s common stock or offset any cash payments the Company is required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to a cap. The capped calls are subject to adjustments for certain corporate events and standard antidilution provisions. The Company paid an aggregate amount of $52.9 million for the capped calls, of which $42.3 million was paid on the transaction date and $10.6 million was paid in October 2021. The maximum number of shares of Company’s common stock that can be purchased by the Company under the capped call (assuming no adjustment event) is 5,736,869. The capped call transactions do not meet the criteria for accounting as a derivative as they are indexed to the Company’s stock. As such, the cost of the capped calls is recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. Senior Secured Term Loans In January 2021, the Company entered into an amendment (the “ ” “ ” In conjunction with the issuance of 2026 Notes described above, all outstanding obligations under the Runway Loan Agreement were repaid. These included the outstanding principal of $40.0 million, $2.3 million of final prepayment fees, and $0.5 million of interest and legal fees. A loss on extinguishment of $3.1 million was recorded. Paycheck Protection Program Loans In April 2020, the Company entered into a loan agreement with Western Alliance Bank pursuant to the Paycheck Protection Program established under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The Company received loan proceeds of $8.1 million (the “Porch PPP Loan”). The term of the Porch PPP Loan was two years with a maturity date of April 18, 2022 and bore interest at a fixed rate of 1.00%. Payments of principal and interest on the Porch PPP Loan were deferred for the first nine months of the term of the Porch PPP Loan. Principal and interest were payable monthly, less the amount of any potential forgiveness. In June 2021 the loan was forgiven in whole. As a result, the outstanding principal balance of $8.1 million and unpaid interest of $91 were written off and the Company recorded a $8.2 million gain on extinguishment in the condensed consolidated statements of operations. In connection with an acquisition of DataMentors Holdings, LLC d/b/a V12 Data (“V12 Data”) on January 12, 2021 (see Note 10), the Company assumed a loan agreement with Western Alliance Bank pursuant to the Paycheck Protection Program for the amount of $2.0 million (the “V12 Data PPP Loan”). The loan had a maturity date of April 19, 2022 and a fixed interest rate of 1%. All other terms were the same as those of the Porch PPP Loan. In June 2021 the loan was forgiven in whole. In accordance with the terms of the purchase agreement, the restricted cash held in escrow was provided to the seller as consideration for the transaction and no gain or loss was recorded in the condensed consolidated statements of operations for this extinguishment. The balance of this payable was released from escrow during the quarter ended September 30, 2021. Line of Credit In connection with the acquisition of HOA on April 5, 2021, the Company assumed a $5.0 million revolving line of credit (“RLOC”) with Legacy Texas Bank that had an outstanding balance of $3.9 million. Outstanding balances under the RLOC bear interest at the Wall Street Journal Prime + 0% and mature on November 16, 2022. In addition, the Company pays 0.25% per annum of the daily-unused portion of the RLOC. Collateral for the RLOC includes all assets and stock of HAHC and its subsidiaries. The credit agreement is subject to standard financial covenants and reporting requirements. At September 30, 2021, the Company was in compliance with all required covenants. Outstanding borrowings on the RLOC at September 30, 2021 were $4.0 million. The Company repaid the outstanding $4.0 million of HAHC borrowings on the RLOC in November 2021. See Note 13. Term Loan Facility In connection with HOA acquisition on April 5, 2021, the Company assumed a nine-year, $10.0 million term loan facility with a local bank. As of September 30, 2021 the Company has made no borrowings on the term loan facility. Other Promissory Notes In connection with an acquisition on November 2, 2020, the Company issued a promissory note payable to the founder of the acquired entity. The promissory note has an initial principal balance of $750 thousand and a stated interest rate of 0.38% per annum. The promissory note shall be paid in five equal annual installments of $150 thousand each, plus accrued interest commencing on January 21, 2021. |
Equity and Warrants
Equity and Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Equity and Warrants | |
Equity and Warrants | 8. Equity and Warrants Shares Authorized As of September 30, 2021, the Company had authorized a total of 410,000,000 shares of stock for issuance, with 400,000,000 shares designated as common stock, and 10,000,000 shares designated as preferred stock. Common Shares Outstanding and Common Stock Equivalents The following table summarizes our fully diluted capital structure at September 30, 2021: Issued and outstanding common shares 93,232,999 Earnout common shares (Note 1 and Note 9) 4,099,999 Total common shares issued and outstanding 97,332,998 Common shares reserved for future issuance: Public warrants — Private warrants 1,821,951 Common stock options outstanding - 2012 Equity Plan 5,131,615 Restricted stock units (Note 9) 984,135 2020 Equity Plan pool reserved for future issuance (Note 9) 10,015,157 Convertible senior notes, due 2026 (1) 16,998,130 Total shares of common stock outstanding and reserved for future issuance 132,283,986 (1) In connection with the September 16, 2021 issuance of the 2026 Notes, the Company used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to the Company’s common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing the conversion price for the Company from $25 per share to approximately $37.74 per share, which would result in 11,261,261 potentially dilutive shares instead of the shares reported in this table. Warrants Upon completion of the Merger with PTAC on December 23, 2020, the Company assumed 8,625,000 public warrants and 5,700,000 private to purchase an aggregate 14,325,000 shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. The Company may call the public warrants for redemption (excluding the private warrants), in whole, at a price of $0.01 per warrant: ● at any time while the public warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each public warrant holder, ● if, and only if, the last sale price common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders and, ● if and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption. The private warrants are identical to the public warrants, except that the private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees, as defined in the warrant agreements. If the placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. 1,821,951 and 5,700,000 private warrants were held as of September 30, 2021 and December 31, 2020, respectively, by the initial purchases or their permitted transferees. The public and private warrants are classified separately on our condensed consolidated balance sheets due to differences in each instrument’s contractual terms. The public warrants are classified in equity classified financial instruments and are not remeasured periodically. The private warrants are liability classified financial instruments measured at fair value, with periodic changes in fair value recognized through earnings. See Note 4. On March 23, 2021, the Company announced that it would redeem all outstanding public warrants on April 16, 2021 pursuant to a provision of the warrant agreement under which the public warrants were issued. During March 2021, certain holders of public warrants exercised their warrants to acquire 8,087,623 shares of common stock at a price of $11.50 per share, resulting in cash proceeds of $89.8 million in March and $3.2 million in April. During April 2021, certain warrant holders exercised their warrants to acquire 2,935,753 shares of common stock at a price of $11.50 per share, resulting in cash proceeds of $33.8 million. During April 2021, the Company also redeemed all of the public warrants that remained outstanding as of April 16, 2021 for a redemption price of $0.01 per public warrant. In connection with the redemption, the public warrants stopped trading on the Nasdaq Capital Market and were delisted, with the trading halt announced after close of market on April 16, 2021. During the third quarter of 2021, certain warrant holders exercised their warrants to acquire 557,816 shares of common stock at a price of $11.50 per share. These exercises were net share settlements and resulted in no cash proceeds to the Company. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 9. Stock-Based Compensation Under the Company’s 2020 Stock Incentive Plan (the “2020 Plan”), which replaced the Company’s 2012 Equity Incentive Plan upon the closing of the Merger in December 2020, the employees, directors and consultants of the Company, are eligible for grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards (“RSA”) and restricted stock units (“RSU”), collectively referred to as “Awards”. Stock-based compensation consists of expense related to (1) equity awards in the normal course and (2) a secondary market transaction as described below: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Secondary market transaction $ — $ — $ 1,933 $ — Employee earnout restricted stock 4,243 — 20,792 — Employee awards 1,641 507 6,636 1,541 Total operating expenses $ 5,884 $ 507 $ 29,361 $ 1,541 2019 Secondary Stock Transactions In 2019 and 2020, the Company’s CEO and certain executives of the Company entered into a series of secondary market transactions related to legacy Porch.com redeemable convertible preferred stock. Refer to Item 8 in the 2020 Annual Report on Form 10-K/A for the description of 2019 Secondary Stock Transactions. In December 2020, compensation expense of $1.6 million was recorded related to these awards. The remaining stock-based compensation expense of $1.9 million related to the award was recognized in March 2021. 2020 Equity Incentive Plan The aggregate number of shares of common stock reserved for future issuance under the 2020 Plan is 10,015,157. The number of shares of common stock available under the 2020 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2022, and continuing until (and including) the calendar year ending December 31, 2030, with such annual increase equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on December 31st of the immediately preceding fiscal year and (ii) an amount determined by the Board. Stock-Based Compensation Awards granted under the 2020 Plan to employees typically vest 25% of the shares one year after the options’ vesting commencement date and the remainder ratably on a monthly basis over the following three years. Other vesting terms are permitted as determined by the Board. Options have a term of no more than ten years from the date of grant and vested options are generally canceled three months after termination of employment. During the nine months ended September 30, 2021, the Company granted 957,993 RSUs and 284,271 stock options to various levels of key employees and members of the Board. Payroll Reduction Program In March 2020, in response to the adverse impact of COVID-19 on the Company’s operations and financial performance, the Company carried out a variety of measures to reduce cash operating expenses, including the implementation of a partial employee furlough and payroll reduction in exchange for RSUs. During the year ended December 31, 2020, the Company reduced cash payroll costs by $4.0 million in exchange for a commitment by the Company to provide up to 2,356,045 RSUs subject to (a) a performance (liquidity) vesting condition and (b) and ongoing employment until March 31, 2021 (or June 30, 2021, for certain awards) in order to be fully vested. The grant of these RSUs was approved by the Board of Directors in June, July, and August 2020 and 2,356,045 were issued during the year ended December 31, 2020. The performance vesting conditions, which were previously considered not probable of achievement were met in December 2020 as a result of the Merger. As a result, a cumulative catch up of $6.5 million of stock-based compensation expense was recorded in the fourth quarter of 2020. Stock-based compensation expense of $1,605 was recorded and all awards vested during the nine months ended September 30, 2021. Employee Earnout Restricted Stock Upon the Merger, 1,003,317 restricted common shares, subject to vesting and forfeiture conditions, were issued to employees and service providers pursuant to their holdings of pre-Merger options, RSUs or restricted shares (the “employee earnout shares”). The employee earnout shares were issued in three equal tranches with separate market vesting conditions. One- During the nine months ended September 30, 2021, 24,278 shares were forfeited due to employee terminations. This resulted in the grant of 4,773 additional shares to employee holders at a weighted-average grant date fair value of $16.78. During March 2021, 329,132 restricted employee earnout shares were fully vested, as the market condition for vesting was fully satisfied as a result of the Company’s stock price and trading activity. The Company recorded $10.3 million in stock-based compensation expense related to the employee earnout shares in the nine months ended September 30, 2021, and $1.3 million is expected to be recorded over the remaining estimated service period in 2021. CEO Earnout Restricted Stock Prior to the closing of the Merger, the Company’s CEO and Founder, Matt Ehrlichman was granted a restricted stock award under the 2012 Plan which was converted into an award of 1,000,000 restricted shares of common stock upon the closing of the Merger. The award will vest in one 36-months One 36-month During March 2021, 333,333 CEO restricted earnout shares were fully vested, as the first market condition for vesting was fully satisfied as a result of the Company’s stock price and trading activity. The Company recorded $10.5 million in stock-based compensation expense related to the restricted stock award in the nine months ended September 30, 2021, and $1.2 million is expected to be recorded over the remaining estimated service period in 2021. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations | |
Business Combinations | 10. Business Combinations During the nine months ended September 30, 2021, the Company completed several transactions which have been accounted for as business combinations. The purpose of each of the acquisitions is to expand the scope and nature of the Company’s product and service offerings, obtain new customer acquisition channels, add additional team members with important skillsets, and realize synergies. Acquisition-related costs of $5.4 million primarily comprised of legal and due-diligence related fees, are included in general and administrative expenses on the condensed consolidated statements of operations. The results of operations for each acquisition are included in the Company’s condensed consolidated financial statements from the date of acquisition onwards. The following table summarizes the total consideration and the preliminary estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during the nine months ended September 30, 2021: Weighted Average Useful Life (in years) V12 Data HOA Rynoh AHP Other Acquisitions Total Purchase consideration: Cash $ 20,346 $ 82,355 $ 32,302 $ 43,750 $ 25,321 $ 204,074 Issuance of common stock — 21,687 — — 3,106 24,793 Payable — 3,014 3,500 2,500 — 9,014 Contingent consideration - equity-classified — 6,685 — — — 6,685 Contingent consideration - liability-classified 1,410 — — — 327 1,737 Total purchase consideration: $ 21,756 $ 113,741 $ 35,802 $ 46,250 $ 28,754 $ 246,303 Assets: Cash, cash equivalents and restricted cash $ 1,035 $ 17,766 $ 408 $ 5,078 $ 1,106 $ 25,393 Current assets 4,939 235,669 932 9,761 1,579 252,880 Property and equipment 996 2,267 334 17 80 3,694 Intangible assets: Customer relationships 10.0 1,650 16,700 12,700 — 8,900 39,950 Acquired technology 5.0 3,525 — 2,900 — 970 7,395 Trademarks and tradenames 11.0 1,225 12,200 900 700 5,160 20,185 Non-competition agreements 2.0 40 — 90 — 55 185 Value of business acquired 1.0 — 400 — — — 400 Renewal rights 8.0 — 7,692 — 2,042 — 9,734 Insurance licenses Indefinite — 4,960 — — — 4,960 Goodwill 16,760 47,361 21,952 43,095 13,582 142,750 Other non-current assets — 55,165 — 25 1,000 56,190 Total assets acquired 30,170 400,180 40,216 60,718 32,432 563,716 Current liabilities (6,388) (273,759) (409) (14,389) (2,252) (297,197) Long term liabilities (2,026) (8,913) — (79) (1,000) (12,018) Deferred tax liabilities, net — (3,767) (4,005) — (426) (8,198) Net assets acquired $ 21,756 $ 113,741 $ 35,802 $ 46,250 $ 28,754 $ 246,303 The estimated fair values assigned to tangible and intangible assets acquired and liabilities assumed are preliminary in nature and may be subject to change as additional information is received. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. January 12, 2021 Acquisition (“V12 Data”) On January 12, 2021, Porch acquired V12 Data, an omnichannel marketing platform. The purpose of the acquisition is to expand the scope and nature of Porch’s service offerings, add additional team members with important skillsets, and realize synergies. Porch acquired V12 Data for $20.3 million cash with an additional $1.4 million as contingent consideration. The contingent consideration is based on the achievement of certain Revenue and EBITDA milestones over the two The following table summarizes the fair value of the intangible assets of V12 Data as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 1,650 10 Acquired technology 3,525 4 Trademarks and tradenames 1,225 15 Non-competition agreements 40 2 $ 6,440 The weighted-average amortization period for the acquired intangible assets is 7.6 years. The estimated fair value of the customer relationships intangible asset was calculated through the income approach using the multi-period excess earnings methodology. The estimated fair value of the trademarks and tradenames as well as acquired technology intangible assets were calculated through the income approach using the relief from royalty methodology. The estimated fair value of the non-competition agreement is derived using the with and without method over the contractual term of the agreement. The estimated fair value of deferred revenue is derived using the cost-plus-profit method, which presumes that an acquirer of deferred revenue would not pay more than the costs and expenses to fulfill the obligation plus a profit for the effort employed. April 5, 2021 Acquisition (“HOA”) On April 5, 2021, Porch acquired HOA. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and gain licenses to operate as an insurance carrier and managing general agent in 31 states. Total consideration related to this transaction included $113.7 million, consisting of $82 million in cash paid at closing, $21.7 million in Porch common stock, and acquisition hold backs and contingent consideration of $9.7 million. An additional $0.3 million related to the final working capital adjustment was paid to the sellers in the third quarter of 2021. Goodwill is not expected to be deductible for tax purposes. Acquisition-related costs of $2.9 million were primarily for legal and due-diligence related fees and are included in general and administrative expenses for the nine months ended September 30, 2021. The following table summarizes the fair value of the intangible assets of HOA as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 16,700 10 Trademarks and tradenames 12,200 10 Business acquired 400 1 Renewal rights 7,692 8 Insurance licenses 4,960 Indefinite $ 41,952 The weighted-average amortization period for the acquired intangible assets is 9.5 years. The fair value of customer relationships was estimated through the income approach using the multi-period excess earnings methodology. The fair value of trade name and trademarks was estimated through the income approach using the relief from royalty methodology. The business acquired was valued using the income approach based on estimates of expected future losses and expenses associated with the policies that were in-force as of the closing date of the transaction compared to the future premium remaining to be earned. Renewal rights asset was estimated through the income approach based on premium forecast and cash flows from the renewal policies modeled over the life of the renewals. The insurance licenses were valued using the market approach based on arms-length transactions in which certificate authority companies with licenses were purchased. May 20, 2021 Acquisition (“Rynoh”) On May 20, 2021, Porch acquired Segin Systems, Inc. (“Rynoh”), a software and data analytics company that supports financial management and fraud prevention primarily for the title and real estate industries. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and realize synergies. Total consideration related to this transaction includes $35.8 million, consisting of $32.3 million in cash paid at closing, and acquisition hold backs of $3.5 million. Goodwill is not expected to be deductible for tax purposes. Acquisition-related costs of $1.6 million were primarily for legal and due-diligence related fees and are included in general and administrative expenses for the nine months ended September 30, 2021. The following table summarizes the fair value of the intangible assets of Rynoh as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 12,700 10 Acquired technology 2,900 7 Trademarks and tradenames 900 20 Non-competition agreements 90 1 $ 16,590 The weighted-average amortization period for the acquired intangible assets is 10.0 The fair value of customer relationships was estimated through the income approach using the multi-period excess earnings methodology. The fair value of trade name and trademarks, as well as acquired technology was estimated through the income approach using the relief from royalty methodology. The fair value of the non-competition agreement is derived using the with and without method over the contractual term of the agreement. September 9, 2021 Acquisition (“AHP”) On September 9, 2021, Porch acquired AHP, a company providing home warranty policies. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and realize synergies. Total consideration related to this transaction includes $46.3 million, consisting of $43.8 million in cash paid at closing, and acquisition hold backs of $2.5 million. Acquisition-related costs of $0.3 million are included in general and administrative expenses on the condensed consolidated statements of operations for the nine months ended September 30, 2021 . The following table summarizes the fair value of the intangible assets of AHP as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Renewal rights $ 2,042 6 Trademarks and tradenames 700 10 $ 2,742 The weighted-average amortization period for the acquired intangible assets is 7.0 years. Renewal rights asset was estimated through the income approach based on forecast and cash flows from the renewal policies modeled over the life of the renewals. The fair value of trade name and trademarks was estimated through the income approach using the relief from royalty methodology. Revenue from these four acquisitions included in the Company’s condensed consolidated statements of operations through September 30, 2021 is $55.3 million. Net income included in the Company’s condensed consolidated statements of operations from these acquisitions through September 30, 2021 is $1.2 million. Unaudited Pro Forma Consolidated Financial Information The following table summarizes the estimated unaudited pro forma consolidated financial information of the Company as if the V12 Data, HOA and Rynoh acquisitions had occurred on January 1, 2020: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Revenue $ 62,769 $ 40,762 $ 160,379 $ 109,599 Net loss $ (5,099) $ (41,820) $ (84,516) $ (69,428) Other Acquisitions In the first nine months of 2021, the Company completed other acquisitions which were not individually material to the condensed consolidated financial statements. The purpose of the acquisitions was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. The transaction costs associated with these acquisitions were $0.3 million and are included in general and administrative expenses on the condensed consolidated statements of operations for the nine months ended September 30, 2021. Goodwill of $3.6 million is not expected to be deductible for tax purposes, while goodwill of $10.0 million is expected to be deductible for tax purposes. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 11. Commitments and Contingencies Litigation From time to time the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, the Company is unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities the Company has recorded in the financial statements covering these matters. The Company reviews its estimates periodically and makes adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. Cases under Telephone Consumer Protection Act Porch and/or an acquired entity, GoSmith.com, are party to twelve legal proceedings alleging violations of the automated calling and/or Do Not Call restrictions of the Telephone Consumer Protection Act of 1991 (“TCPA”). Some of these actions allege related state law claims. The proceedings were commenced as mass tort actions by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States. One of the actions was dismissed with prejudice and is on appeal before the Ninth Circuit Court of Appeals. The remainder have been consolidated in the United States District Court for the Western District of Washington, where Porch resides. That case is stayed pending the outcome of the appeal. Plaintiffs seek actual, statutory, and/or treble damages, injunctive relief, and reasonable attorneys’ fees and costs. These actions are at an early stage in the litigation process. It is not possible to determine the likelihood of an unfavorable outcome of these disputes, although it is reasonably possible that the outcome of these actions may be unfavorable. Further, it is not possible to estimate the range or amount of potential loss (if the outcome should be unfavorable). Porch intends to contest these cases vigorously. Kandela, LLC v Porch.com, Inc. In May 2020, the former owners of Kandela, LLC filed complaints against Porch in the Superior Court of the State of California, alleging a breach of contract related to the terms and achievement of an earnout agreement related to the acquisition of the Kandela business and related fraudulent inducement claims. Claimants seek to recover compensatory damages based on an asset purchase agreement entered into with Porch and related employment agreements. Claimants also seek punitive damages, attorney’s fees and costs. This matter is at an early stage in the arbitration process and Porch is unable to determine the likelihood of an unfavorable outcome, although it is reasonably possible that the outcome may be unfavorable. Certain claimants have settled their claims, and this settlement is within the range of the estimated accrual. Arbitration of the remaining claims is currently scheduled for March 2022. Porch is unable to provide an estimate of the range or amount of potential loss across the remaining claims (if the outcome should be unfavorable); however, Porch has recorded an estimated accrual related to the claims underlying the aforementioned settlement. Porch intends to contest the remaining claims vigorously. Putative Wage and Hours Class Action Proceeding A former employee of HireAHelper™ filed a complaint in San Diego County Superior Court in November 2020, asserting putative class action claims for failure to pay overtime, failure to pay compensation at the time of separation and unfair business practices in violation of California law. HireAHelper™ was served with the complaint in December 2020 and on January 28, 2021 Defendants removed the case to the United States District Court for the Southern District of California. The plaintiff seeks to represent all current and former non-exempt employees of HireAHelper™ and Legacy Porch and Porch’s other affiliated companies in the State of California during the relevant time period. Plaintiffs seek damages for unpaid wages, liquidated damages, penalties, attorneys’ fees and costs. While this action is still at an early stage in the litigation process, Porch has recorded an estimated accrual for a contingent loss based on information currently known. The parties recently attended a mediation in an effort to resolve the matter. The mediation was successful, and a tentative deal was reached pending execution of the long form settlement agreement and approval by the court. Other In addition, in the ordinary course of business, Porch and its subsidiaries are (or may become) parties to litigation involving property, personal injury, contract, intellectual property and other claims, as well as stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. Although the results of legal proceedings and claims cannot be predicted with certainty, neither Porch nor any of its subsidiaries is currently a party to any legal proceedings the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition or results of operations Regulatory Requirements and Restrictions HAIC is subject to the laws and regulations of the State of Texas and the regulations of any other states in which HAIC conducts business. State regulations cover all aspects of HAIC’s business and are generally designed to protect the interests of insurance policyholders, as opposed to the interests of stockholders. The Texas Insurance Code requires all property and casualty insurers to have a minimum of $2.5 million in capital stock and $2.5 million in surplus. HAIC has capital and surplus in excess of this requirement. As of September 30, 2021 HAIC had restricted cash and investments totaling $314 thousand and pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors. See Note 1. The Texas Insurance Code limits dividends from insurance companies to their stockholders to net income accumulated in the Company’s surplus account, or “earned surplus”. The maximum dividend that may be paid without approval of the Insurance Commissioner is limited to the greater of 10% of the statutory surplus at the end of the preceding calendar year or the statutory net income of the preceding calendar year. No dividends were paid by HAIC in the first nine months of 2021. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Information | |
Segment Information | 12. Segment Information Beginning in the quarter ending September 30, 2021, the Company has two reportable segments that are also our operating segments - Vertical Software and Insurance. Our reportable segments have been identified based on how our CODM manages our business, makes operating decisions and evaluates operating and financial performance. The chief executive officer acts as the CODM and reviews financial and operational information for our two reportable segments. Operating segments are components of an enterprise for which separate discrete financial information is available and operational results are regularly evaluated by the CODM for the purposes of making decisions regarding resource allocation and assessing performance. The change from our previous one reportable segment reflects changes in how the CODM manages the business, allocates resources, makes decisions and evaluates operating and financial performance. Our Vertical Software segment primarily consists of a vertical software platform for the home, providing software and services to home services companies, such as home inspectors, moving companies, utility companies, title companies and others, and includes software fee revenues from companies, and non-insurance revenue. The Vertical Software segment also includes per-lead and per-quote based revenue from insurance companies. Our Insurance segment offers various forms of homeowner insurance policies through its own insurance carrier and certain homeowner and auto insurance policies through its licensed insurance agency. The Insurance segment also includes home warranty revenue. Our Vertical Software segment revenue was $42,287 and $101,629 for the three and nine months ended September 30, 2021, respectively. Revenue for our Insurance segment was $20,482 and $39,223 for the three and nine months ended September 30, 2021, respectively. During 2020, we operated as a single reportable segment. At that time, our insurance revenue was generated solely from third-party insurance carriers though EIG, which began its operations in early 2020. Revenue for our comparable Vertical Software segment revenue was $20,226 and $46,975 for the three and nine months ended September 30, 2020, respectively. Revenue for the comparable Insurance segment was $1,281 and $2,602 for the three and nine months ended September 30, 2020, respectively. Also, during the nine months ended September 30, 2020, we recognized $4,196 of revenue related to divested businesses. Our segment operating and financial performance measure is segment adjusted EBITDA (loss). Segment adjusted EBITDA (loss) is defined as revenue less the following expenses associated with our segments: cost of revenue, sales and marketing, product and technology, and general and administrative expenses. Segment adjusted EBITDA (loss) also excludes non-cash items or items that management does not consider are reflective our ongoing core operations. Currently, we do not allocate any shared expenses to our reportable segments. We include these expenses in Corporate and Other. Corporate and Other includes shared expenses such as sales and marketing, certain product and technology, accounting, human resources, legal and general and administrative, and other income, expenses, gains and losses that are not allocated in assessing segment performance due to their function. Such transactions are excluded from the reportable segments results but included in reported consolidated results. The reconciliation of segment Adjusted EBITDA income (loss) to consolidated loss from operations below includes the effects of corporate and other items that the CODM does not consider in assessing segment performance. The following tables provide financial information for our two reportable segments and reconciliations to consolidated financial information for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Segment adjusted EBITDA (loss): Vertical Software $ 7,712 $ 7,673 $ 19,041 $ 15,875 Insurance 5,473 313 3,067 (62) Corporate and Other (12,312) (9,421) (40,754) (30,272) Divested Businesses — — — 160 Total segment adjusted EBITDA (loss) 873 (1,435) (18,646) (14,299) Reconciling items: Depreciation and amortization (4,431) (3,104) (10,787) (5,021) Non-cash stock-based compensation (5,884) (507) (29,249) (1,239) Non-cash bonus expense (695) — (1,378) — Acquisition and related (income) expense (1) (1,958) 1,537 (4,648) 386 Non-cash long-lived asset impairment charge (76) (239) (216) (540) Revaluation of contingent consideration (195) (100) 380 (1,500) Investment income and realized gains (248) — (448) — Operating loss $ (12,614) $ (3,848) $ (64,992) $ (22,213) (1) The CODM does not review assets on a segment basis. All of the Company’s revenue is generated in the United States. As of September 30, 2021 and December 31, 2020, the Company did not have assets located outside of the United States. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Basic and Diluted Net Loss Per Share | |
Basic and Diluted Net Loss Per Share | 13. Basic and Diluted Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. It has been retrospectively adjusted for all periods prior to the reverse capitalization. The retroactive adjustment is based on the same number of weighted-average shares outstanding in each historical period. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, RSUs, RSAs, convertible notes, warrants and earnout shares. During the three months ending September 30, 2021, the Company recorded fair value gains on the remeasurement of the private warrant liability. To calculate dilutive EPS, the fair value gains have been added back to the numerator to adjust net loss as though the warrants had been classified as an equity instrument. The denominator is adjusted by calculating the incremental dilutive shares using the treasury stock method. The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator: Net loss used to compute net loss per share: Basic $ (5,099) $ (8,923) $ (86,497) $ (33,548) Adjustments for change in fair value of warrant liability (2,692) — — — Diluted $ (7,791) $ (8,923) $ (86,497) $ (33,548) Denominator: Weighted average shares outstanding used to compute loss per share: Basic 96,839,292 35,809,973 92,544,137 35,294,839 Dilutive effect of warrants 706,650 — — — Diluted 97,545,942 35,809,973 92,544,137 35,294,839 Loss per share - basic $ (0.05) $ (0.25) $ (0.93) $ (0.95) Loss per share - diluted $ (0.08) $ (0.25) $ (0.93) $ (0.95) The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Stock options 5,131,615 7,916,924 5,131,615 7,916,924 Restricted stock units and awards 984,135 2,144,819 984,135 2,144,819 Legacy Porch warrants — 3,343,451 — 3,343,451 Public and private warrants — — 1,821,951 — Earnout shares 4,099,999 — 4,099,999 — Convertible debt (1) 16,998,130 1,856,353 16,998,130 1,856,353 (1) See Note 8 for additional information regarding the terms of the warrants. See Note 9 for additional information regarding stock options, RSUs and RSAs. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events. | |
Subsequent Events | 14. Subsequent Events In October 2021, the Company completed an acquisition of Floify, a company providing digital mortgage automation and point-of-sale software for mortgage companies and loan officers. The total purchase price was $86.5 million, comprised of $76.5 million of cash paid at closing and $10 million of Porch common stock. Porch is guaranteeing the Sellers that the $10 million of Porch common stock will double in value by the end of 2024 with respect to any such Porch shares On September 10, 2021, the Company ’ “ ” value of $18.72 per share were issued in October and November 2021 pursuant to the equity award pool related to a special equity award program for all Company employees on the payroll as of August 1, 2021, referred to as the “ ” On November 5, 2021, the Company repaid the outstanding $4.0 million of HAHC’s borrowings on the RLOC. See Note 7. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
The Merger | The Merger On July 30, 2020, Porch.com, Inc. (“Legacy Porch”) entered into a definitive agreement (as amended, the “Merger Agreement”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, whereby the parties agreed to merge, resulting in the parent of Porch.com, Inc. becoming a publicly-listed company under the name Porch Group, Inc. (“Porch”). This merger (the “Merger”) closed on December 23, 2020, and was accounted for as a reverse recapitalization, |
COVID-19 Update | COVID-19 Update The novel coronavirus disease 2019 (“COVID-19”) and the measures adopted by government entities in response to it have adversely affected Porch’s business operations since March of 2020. The impact of the COVID-19 pandemic and related mitigation on Porch’s ability to conduct ordinary course business activities has been and may continue to be impaired for an indefinite period. The extent of the continuing impact of the COVID-19 pandemic on Porch’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on the Company’s customers, suppliers, and employees, all of which remain uncertain at this time. Porch expects the COVID-19 pandemic to continue to have an uncertain impact on future revenues and results of operations, but is unable to predict the size and duration of such impact. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of Porch Group, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements and notes should be read in conjunction with the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, filed with the SEC on May 19, 2021. The information as of December 31, 2020 included in the unaudited condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. Certain reclassifications to 2020 balances were made to conform to the current period presentation in the condensed consolidated financial statements. The unaudited condensed consolidated financial statements included in this Quarterly Report were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are of a normal recurring nature) considered necessary to present fairly the Company’s financial position, results of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods and dates presented. The results of operations for both the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other interim period or future year. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of adjustments related to (1) unrealized gains and losses on available-for-sale securities, and (2) the effect of the Company’s own credit components on the fair value of certain convertible notes at fair value in accordance with the fair value option (“FVO Notes”). Each reporting period, the fair value of the FVO Notes is determined and resulting gains and losses from the change in fair value of the FVO Notes associated with the Company’s own credit component is recognized in accumulated other comprehensive income (“AOCI”), while the resulting gains and losses associated with non-credit components are included in the unaudited condensed consolidated statements of operations. The FVO Notes were extinguished during the quarter ended June 30, 2020, resulting in a reversal of the previously recognized gain from the change in fair value of the FVO associated with the Company’s own credit component in AOCI. |
Reclassifications | Reclassifications Certain reclassifications to previously reported 2021 balances were made to conform to the current period presentation in the condensed consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. On an ongoing basis these estimates, which include, but are not limited to, estimated variable consideration for services performed, the allowance for doubtful accounts, depreciable lives for property and equipment, acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, unpaid losses and loss adjustment expenses, contingent consideration, earnout liabilities and private warrant liabilities, are evaluated by management. Actual results could differ materially from those estimates, judgments, and assumptions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to credit risk consist principally of cash, money market accounts on deposit with financial institutions, money market funds, certificates of deposit and fixed- maturity securities, as well as receivable balance in the course of collection. The Company’s insurance subsidiary has exposure and remains liable in the event of an insolvency of one of its primary reinsurers. Management and its reinsurance intermediary regularly assess the credit quality and ratings of its reinsurer base companies. One reinsurer represented 11% of the Company’s insurance subsidiary’s total reinsurance receivables as of September 30, 2021. Substantially all of the Company’s insurance-related revenues in the Insurance segment are derived from customers in Texas (which represented a significant majority of such revenues in the three and nine months ended September 30, 2021), Arizona, Georgia, North Carolina, South Carolina, Illinois, Nevada, and Virginia which could be adversely affected by economic conditions, an increase in competition, or environmental impacts and changes. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash equivalents as of September 30, 2021 includes $0.3 million held in certificates of deposits and money market mutual funds pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, $2.8 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in sixteen The reconciliation of cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows: September 30, 2021 December 31, 2020 Cash and cash equivalents $ 410,217 $ 196,046 Restricted cash and restricted cash equivalents - current 4,614 11,407 Restricted cash and restricted cash equivalents - non-current 1,000 — Cash, cash equivalents and restricted cash $ 415,831 $ 207,453 |
Investments | Investments The Company’s investments are primarily comprised of short-term certificates of deposit, U.S. Treasury notes, and mortgage-backed securities and are classified as available-for-sale and reported at fair value with unrealized gains and losses included in AOCI. Investments are classified as current or non-current based upon the remaining maturity of the investment. Amortization of premium and accretion of discount are computed using the effective interest method. The amortization of discounts and premiums on mortgage-backed securities takes into consideration actual and future estimated principal prepayments. The Company utilizes estimated prepayment speed information obtained from published sources. The effects of the yield of a security from changes in principal prepayments are recognized prospectively. The degree to which a security is susceptible to yield adjustments is influenced by the difference between its carrying value and par, the relative sensitivity of the underlying mortgages backing the assets to prepayment in a changing interest rate environment, and the repayment priority for structured securities. The Company evaluates whether declines in the fair value of its investments below amortized cost are other-than-temporary. This evaluation includes the Company's ability and intent to hold the security until an expected recovery occurs, the severity and duration of the unrealized loss, as well as all available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable forecasts, when developing estimates of cash flows expected to be collected. Realized gains and losses on sales of investments are determined using the specific-identification method. |
Accounts Receivable and Long-term Insurance Commissions Receivable | Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable represent amounts due from enterprise customers and other corporate partnerships, as well as due and deferred insurance premiums. Due and deferred premiums, which are included in accounts receivable, consist of uncollateralized premiums and agents’ balances which are in the process of collection as well as premiums earned but not yet due from customers. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. The Company estimates allowances for uncollectible receivables based on the credit worthiness of its customers, historical trend analysis, and general economic conditions. Consequently, an adverse change in those factors could affect the Company’s estimate of allowance for doubtful accounts. The allowance for uncollectible receivables as of September 30, 2021 and December 31, 2020, was $367 thousand and $249 thousand, respectively. |
Deferred Policy Acquisition Costs | Deferred Policy Acquisition Costs The Company capitalizes deferred policy acquisitions costs (“DAC”) which consist of commissions, premium taxes and policy underwriting and production expenses that are directly related to the successful acquisition of new or renewal insurance contracts. DAC are amortized to expense on a straight-line basis over the terms of the policies to which they relate. DAC is also reduced by ceding commissions which represent recoveries of acquisition costs. DAC is periodically reviewed for recoverability and adjusted if necessary. Future investment income is considered in determining the recoverability of DAC. As of September 30, 2021, DAC of $3.7 million is included in prepaid expenses and other current assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value, as defined by the accounting standards, represents the amount at which an asset or liability would be transferred in a current orderly transaction between willing market participants. Emphasis is placed on observable inputs being used to assess fair value. To reflect this approach the standards require a three-tiered fair value hierarchy be applied based on the nature of the inputs used when measuring fair value. The three hierarchical levels of inputs are as follows: Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date; Level 2 Observable inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. This may include active markets for similar assets and liabilities, quoted prices in markets that are not highly active, or other inputs that are observable or can be corroborated by observable market data; and Level 3 Unobservable inputs that are arrived at by means other than current observable market activity. The level of the least observable significant input used in assessing the fair value determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement requires the use of judgment specific to the asset or liability. |
Losses and Loss Adjustment Expenses Reserves | Losses and Loss Adjustment Expenses Reserves The liability for losses and loss adjustment expenses (“LAE”) is an estimate of the amounts required to cover known incurred losses and LAE, and is developed through the review and assessment of loss reports, along with the analysis of known claims. These reserves include management’s estimate of the amounts for losses incurred but not reported (“IBNR”), based on evaluation of overall loss reporting patterns as well as the loss development cycles of individual claim cases. Although management believes that the balance of these reserves is adequate, as such liabilities are necessarily dependent on estimates, the ultimate expense may be more or less than the amounts presented. The approach and methods for developing these estimates and for recording the resulting liability are continually reviewed. Any adjustments to this reserve are recognized in the statement of operations. Losses and LAE, less related reinsurance are charged to expense as incurred. The following table provides the rollforward of the beginning and ending reserve balances for losses and LAE, gross of reinsurance for September 30, 2021: 2021 Losses and LAE reserve at April 5 $ 84,366 Reinsurance recoverables on losses and LAE (82,898) Losses and LAE reserve, net of reinsurance recoverables at April 5 1,468 Net incurred losses and LAE during the current year 15,744 Net claim and LAE payments during the current year (10,106) Reserve for losses and LAE, net of reinsurance recoverables, at end of year 7,106 Reinsurance recoverables on losses and LAE 80,631 Losses and LAE reserve at September 30 $ 87,737 |
Reinsurance | Reinsurance In the normal course of business, the Company continually monitors its risk exposure and seeks to reduce the overall exposure to losses that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk with other insurance enterprises or reinsurers. The Company only engages quality, financially rated reinsurers and continually monitors the financial ratings of these companies through its brokers. The amount and type of reinsurance employed is based on management’s analysis of liquidity as well as its estimates of probable maximum loss and evaluation of the conditions within the reinsurance market. Reinsurance premiums, expense reimbursements, and reserves related to reinsured business are accounted for on a basis consistent with those used for the original policies issued and the terms of the reinsurance contracts. Premiums paid for reinsurance are recognized as reductions of revenue. The effects of reinsurance on premiums written and earned were as follows, for the period since the acquisition date of April 5, 2021 to September 30, 2021: September 30, 2021 Written Earned Direct premiums $ 177,333 $ 134,712 Ceded premiums (158,793) (126,743) Net premiums $ 18,540 $ 7,969 |
Other Insurance Liabilities, Current | Other Insurance Liabilities, Current The following table details the components of other insurance liabilities, current on the condensed consolidated balance sheets: September 30, 2021 Ceded reinsurance premiums payable $ 18,922 Funds held under reinsurance treaty 2,600 Commissions payable, reinsurers and agents 9,453 General and accrued expenses payable 537 Advance premiums 3,307 Other insurance liabilities, current $ 34,819 |
Earnout Shares | Earnout Shares Upon the Merger, 6,000,000 restricted common shares, subject to vesting and cancellation provisions, were issued to holders of pre-Merger Porch common stock (the “earnout shares”). The earnout shares were issued in three equal tranches with separate market vesting conditions. One- The earnout shares are accounted for as a derivative financial instrument, which is classified as a liability and periodically measured at fair value, with changes in fair value recognized in the statement of operations. Note 4 denotes the beginning and ending balances of the earnout share liability, and activity recognized during the period. |
Revenue Recognition | Revenue Recognition The Company generates its Core Services Revenue from (1) fees received for connecting homeowners to individual contractors, small business service providers and large enterprise service providers, (2) commissions from third-party insurance and warranty carriers, and (3) insurance and warranty premiums, policy fees and other insurance-related fees generated through its own insurance carrier. The Company’s Managed Services Revenue is generated from fees received for providing select and limited services directly to homeowners. The Company’s Software and Service Subscription Revenue is generated from fees received for providing subscription access to the Company’s software platforms and subscription services across various industries. Core Services Revenue Core Services Revenue is generated by the Company connecting third-party service providers (“Service Providers”) with homeowners that meet pre-defined criteria and who may be looking for relevant services. Service Providers represent a broad variety of offerings across the construction and repair, utilities, and other connected services spaces, which includes movers, TV/Internet, warranty, security monitoring providers, plumbers, electricians, roofers, et al. The Company also connects homeowners with home and auto insurance policies from third-party insurance carriers, and starting in April 2021, began providing various forms of homeowners insurance through its own insurance carrier and managing general agency. In September 2021, the Company became a provider of home warranty service contracts as well. Revenue generated from Service Providers is recognized at a point in time upon the connection of a homeowner to the Service Provider, at which point the Company’s performance obligation has been satisfied. The transaction price is generally either a fixed price per qualifying lead or activated service, or a percentage of the revenue the Service Provider ultimately generates through the homeowner connection. When the revenue to which the Company is entitled is based on the amount of revenue the Service Provider generates from the homeowner, the transaction price is considered variable, and an estimate of the constrained transaction price is recorded by the Company upon delivery of the lead or upon the activation of the service. Amounts received in advance of delivery of leads to the Service Provider is recorded as deferred revenue. Certain Service Providers have the right to return leads in limited instances. An estimate of returns is included as a reduction of revenue based on historical experience or specific identification depending on the contractual terms of the arrangement. Estimated returns are not material in any period presented. In January 2020, the Company, through its wholly-owned subsidiary and licensed insurance agency, Elite Insurance Group (“EIG”), began selling homeowner and auto insurance policies for third-party insurance carriers. The transaction price for these arrangements is the estimated lifetime value (“LTV”) of the commissions to be paid by the third-party carrier for the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions expected. The Company constrains the transaction price based on its best estimate of the amount which will not result in a significant reversal of revenue in a future period. After a policy is sold for an insurance carrier, the Company has no additional or ongoing contractual obligation to the policyholder or insurance carrier. The Company estimates LTV by evaluating various factors, including commission rates for specific carriers and estimated average plan duration based on insurance carrier and market data related to policy renewals for similar insurance policies. On a quarterly basis, management reviews and monitors changes in the data used to estimate LTV as well as the cash received for each policy type compared to original estimates. The Company analyzes these fluctuations and, to the extent it identifies changes in estimates of the cash commission collections that it believes are indicative of an increase or decrease to prior period LTVs, the Company will adjust LTV for the affected policies at the time such determination is made. Changes in LTV may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented. Starting in April 2021, through the newly-acquired Homeowners of America Holding Corporation (“HAHC”) and its subsidiaries (collectively, “ HOA”), the Company is authorized to write various forms of homeowners insurance. Insurance-related revenues included in Core Services Revenue primarily relate to premiums, policy fees, excess ceding commissions and reinsurance profit share, and loss adjustment income. Premiums are recognized as revenue on a daily pro rata basis of the policy term. The portion of premiums related to the unexpired term of policies in force as of the end of the measurement period and to be earned over the remaining term of these policies, is deferred and reported as deferred revenue. Policy fees are collected by Homeowners of America Managing General Agent (“HAMGA”), and include application fees, which are intended to offset the costs incurred in establishing the insurance policy. Policy fees on policies where premium is traditionally paid in full upon inception of the policy are recognized when written. Excess ceding commissions represent the commissions from reinsurers in excess of the portion which represents the reimbursement of acquisition costs associated with insurance risk ceded to reinsurers and is earned on a pro-rata basis over the life of the insurance policy. Reinsurance profit share is additional ceding commissions payable to the Company based on attaining specified loss ratios within individual treaty years. Reinsurance profit share income is recognized when earned, which includes adjustments to earned reinsurance profit share based on changes in incurred losses. Loss adjustment fee income is recognized when the claim file is opened, and other fee income is recognized when the related service is performed. Starting in September 2021, through the newly-acquired American Home Protect (“AHP”), the Company is a provider of whole home warranty policies across the United States. AHP’s warranty contracts are typically three Managed Services Revenue Managed services revenue includes fees earned from providing a variety of services directly to the homeowner, including handyman and moving services. The Company generally invoices for managed services projects on a fixed fee or time and materials basis. The transaction price represents the contractually agreed upon price with the end customer for providing the respective service. Revenue is recognized as services are performed based on an output measure of progress, which is generally over a short duration (e.g., same day). Fees earned for providing managed services projects are non-refundable and there is generally no right of return. The Company acts as the principal in managed services revenue as it is primarily responsible to the end customer for providing the service, has a level of discretion in establishing pricing, and controls the service prior to providing it to the end customer. This control is evidenced by the ability to identify, select, and direct the service provider that provides the ultimate service to end customers. Software and Service Subscription Revenue Software and Service Subscription Revenue is primarily generated from the vertical software sold to home inspectors and other home services companies. The Company does not provide the customer with the right to take possession of any part of the software supporting the cloud-based application services. T |
Income Taxes | Income Taxes Provisions for income taxes for the three months ended September 30, 2021 and 2020 were $1.8 million benefit and $9 thousand expense, respectively, and the effective tax rates for these periods were 26.5% and (0.1%), respectively. Provisions for income taxes for the nine months ended September 30, 2021 and 2020 were $9.9 million benefit and $33 thousand expense, respectively, and the effective tax rates for these periods were $10.3% and (0.1%), respectively. The difference between the Company’s effective tax rates for the 2021 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred assets and the impact of acquisitions on the Company’s valuation allowance. The difference between the Company’s effective tax rates for the 2020 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred tax assets. |
Other income (expense), net | Other income (expense), net The following table details the components of other income (expense), net on the condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Gain (loss) on remeasurement of debt $ — $ 488 $ — $ (924) Gain (loss) on remeasurement of legacy preferred stock warrant liability — 785 — (1,214) Other, net 316 145 225 88 $ 316 $ 1,418 $ 225 $ (2,050) |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). In accordance with the JOBS Act, the Company previously elected to delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. As of June 30, 2021, the last business day of the second fiscal quarter, the Company met certain thresholds for qualification as a “large accelerated filer” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Therefore, the Company expects to lose EGC status as of December 31, 2021. The impact of this change in filing status includes being subject to the requirements of large accelerated filers, which includes shortened filing timelines, no delayed adoption of certain accounting standards, presentation of two comparative periods, and attestation of the Company’s internal control over financial reporting by its independent auditor. |
Recent Accounting Pronouncements | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The guidance in ASU No. 2020-06 is required for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2021, for public business entities. Early adoption is permitted, but no earlier than annual reporting periods beginning after December 15, 2020, including interim periods within those annual reporting periods. The Company early adopted this guidance for the fiscal year beginning January 1, 2021, and did so on a modified retrospective basis, without requiring any adjustments. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326 Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief In February 2016, the FASB issued ASU 2016 02, Leases (Topic 842) , sheets, statements of operations, and statements of cash flows and expects that the adoption of the ASU will increase assets and liabilities related to the Company’s operating leases on the consolidated balance sheets. The Company estimates that as of September 30, 2021, the adoption of Topic 842 would increase the Company’s total assets reflecting right of use asset of approximately $4.0 million and total liabilities reflecting the lease obligation payable of approximately $4.0 million. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Schedule of cash, cash equivalents and restricted cash | September 30, 2021 December 31, 2020 Cash and cash equivalents $ 410,217 $ 196,046 Restricted cash and restricted cash equivalents - current 4,614 11,407 Restricted cash and restricted cash equivalents - non-current 1,000 — Cash, cash equivalents and restricted cash $ 415,831 $ 207,453 |
Schedule of losses and LAE, gross of reinsurance | 2021 Losses and LAE reserve at April 5 $ 84,366 Reinsurance recoverables on losses and LAE (82,898) Losses and LAE reserve, net of reinsurance recoverables at April 5 1,468 Net incurred losses and LAE during the current year 15,744 Net claim and LAE payments during the current year (10,106) Reserve for losses and LAE, net of reinsurance recoverables, at end of year 7,106 Reinsurance recoverables on losses and LAE 80,631 Losses and LAE reserve at September 30 $ 87,737 |
Schedule of reinsurance on premiums written and earned | September 30, 2021 Written Earned Direct premiums $ 177,333 $ 134,712 Ceded premiums (158,793) (126,743) Net premiums $ 18,540 $ 7,969 |
Schedule of components of other insurance liabilities, current | September 30, 2021 Ceded reinsurance premiums payable $ 18,922 Funds held under reinsurance treaty 2,600 Commissions payable, reinsurers and agents 9,453 General and accrued expenses payable 537 Advance premiums 3,307 Other insurance liabilities, current $ 34,819 |
Schedule of components of other income (expense), net | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Gain (loss) on remeasurement of debt $ — $ 488 $ — $ (924) Gain (loss) on remeasurement of legacy preferred stock warrant liability — 785 — (1,214) Other, net 316 145 225 88 $ 316 $ 1,418 $ 225 $ (2,050) |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Schedule of disaggregation of revenue | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Core services revenue $ 32,955 $ 17,265 $ 72,664 $ 38,102 Managed services revenue 14,248 1,911 28,561 9,744 Software and service subscription revenue 15,566 2,331 39,627 5,857 Total revenue $ 62,769 $ 21,507 $ 140,852 $ 53,703 |
Summary of the activity impacting the contract assets | Contract Assets Balance at December 31, 2020 $ 3,529 Estimated lifetime value of insurance policies sold by carriers 5,488 Cash receipts (1,580) Balance at September 30, 2021 $ 7,437 |
Summary of the activity impacting the contract liabilities | Contract Liabilities Balance at December 31, 2020 $ 3,193 Additions to contract liabilities 517 Additions to contract liabilities – significant financing component interest 150 Contract liabilities transferred to revenue (2,351) Balance at September 30, 2021 $ 1,509 |
Summary of the activity impacting deferred revenue balances | Deferred Revenue Balance at December 31, 2020 $ 5,208 Revenue recognized (38,406) Additional amounts deferred 80,910 Impact of acquisitions 142,425 Balance at September 30, 2021 $ 190,137 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments | |
Schedule of gain on investments | Investment income, net of investment expenses $ 493 Realized gains on investments $ 46 Realized losses on investments $ (91) |
Summary of amortized cost, market value and unrealized gains (losses) of debt securities | September 30, 2021 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. government obligations $ 10,983 $ 29 $ (27) $ 10,985 Obligations of states, municipalities and political subdivisions 4,378 5 (12) 4,371 Corporate bonds 32,208 183 (48) 32,343 Residential and commercial mortgage-backed securities 15,380 63 (55) 15,388 Other loan-backed and structured securities 5,703 11 (13) 5,701 Total debt securities $ 68,652 $ 291 $ (155) $ 68,788 |
Summary of remaining Time to Maturity | September 30, 2021 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 8,741 $ 8,731 Due after one year through five years 20,828 20,841 Due after five years through ten years 15,696 15,808 Due after ten years 2,304 2,319 Residential and commercial mortgage-backed securities 15,380 15,388 Other loan-backed and structured securities 5,703 5,701 Total $ 68,652 $ 68,788 |
Summary of securities with gross unrealized loss position | Less Than Twelve Months Twelve Months or Greater Total Gross Gross Gross Unrealized Fair Unrealized Fair Unrealized Fair At September 30, 2021 Loss Value Loss Value Loss Value U.S. government obligations $ (27) $ 6,073 $ — $ — $ (27) $ 6,073 Obligations of states, municipalities and political subdivisions (12) 1,274 — — (12) 1,274 Industrial and miscellaneous (48) 11,978 — — (48) 11,978 Residential and commercial mortgage-backed securities (55) 9,108 — — (55) 9,108 Other loan-backed and structured securities (13) 3,450 — — (13) 3,450 Total securities $ (155) $ 31,883 $ — $ — $ (155) $ 31,883 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value | |
Schedule of fair value measurements of liabilities measured at fair value on recurring basis | The following table details the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at September 30, 2021 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds $ 10,080 $ — $ — $ 10,080 Debt securities: U.S. government obligations 10,985 — — 10,985 Obligations of states and municipalities — 4,371 — 4,371 Industrial and miscellaneous — 32,343 — 32,343 Residential and commercial mortgage-backed securities — 15,388 — 15,388 Other loan-backed and structured securities — 5,701 — 5,701 $ 21,065 $ 57,803 $ — $ 78,868 Liabilities Contingent consideration - business combinations $ — $ — $ 2,849 $ 2,849 Contingent consideration - earnout — — 39,811 39,811 Private warrant liability — — 17,706 17,706 $ — $ — $ 60,366 $ 60,366 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 3,549 $ 3,549 Contingent consideration - earnout — — 50,238 50,238 Private warrant liability — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 |
Schedule of Level 3 items measured at fair value on a recurring basis | Contingent Contingent Consideration - Private Consideration - Business Warrant Earnout Combinations Liability Fair value as of January 1, 2021 $ 50,238 $ 3,549 $ 31,534 Additions — 1,742 — Settlements (25,815) (2,062) — Change in fair value, loss (gain) included in net loss (1) 18,770 (275) 15,910 Fair value as of March 31, 2021 $ 43,193 $ 2,954 $ 47,444 Additions — — — Settlements — — (16,843) Change in fair value, loss (gain) included in net loss (1) 4,031 (300) 4,302 Fair value as of June 30, 2021 $ 47,224 $ 2,654 $ 34,903 Additions — — — Settlements — — (14,505) Change in fair value, loss (gain) included in net loss (1) (7,413) 195 (2,692) Fair value as of September 30, 2021 $ 39,811 $ 2,849 $ 17,706 Redeemable Contingent Convertible Consideration - Preferred Stock Business Warrants FVO Notes Combinations Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 Additions — — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) 1,214 454 (80) Change in fair value, (gain) included in other comprehensive income — (3,856) — Fair value as of March 31, 2020 $ 7,898 $ 8,257 $ 20 Additions — — — Settlements — (2,724) — Change in fair value, loss (gain) included in net loss (1) 785 (2,898) 1,480 Change in fair value, (gain) included in other comprehensive income — 3,856 — Fair value as of June 30, 2020 $ 8,683 $ 6,491 $ 1,500 Additions 1,762 — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) (785) (488) 100 Fair value as of September 30, 2020 $ 9,660 $ 6,003 $ 1,600 (1) Changes in fair value of the redeemable convertible stock warrants and FVO Notes are included in other income (expense), net, and changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Ch anges in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations. |
Property, Equipment, and Soft_2
Property, Equipment, and Software (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Equipment, and Software | |
Schedule of property, equipment, and software net | September 30, December 31, 2021 2020 Software and computer equipment $ 1,740 $ 1,381 Furniture, office equipment, and other 1,908 567 Internally developed software 18,718 10,741 Leasehold improvements 1,112 1,112 23,478 13,801 Less: Accumulated depreciation and amortization (15,822) (9,208) Property, equipment, and software, net $ 7,656 $ 4,593 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets | Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 9.0 $ 48,590 $ (5,006) $ 43,584 Acquired technology 6.0 19,565 (8,008) 11,557 Trademarks and tradenames 9.0 23,873 (2,009) 21,864 Non-compete agreements 2.0 410 (179) 231 Value of business acquired 1.0 400 (194) 206 Renewal rights 8.0 9,734 (486) 9,248 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 107,532 $ (15,882) $ 91,650 Intangible assets consist of the following, as of December 31, 2020: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 |
Summary of changes in the carrying amount of goodwill | Goodwill Balance as of December 31, 2020 $ 28,289 Acquisitions 142,750 Purchase price adjustments (612) Balance as of September 30, 2021 $ 170,427 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Schedule of debt | Debt Unaccreted Issuance Carrying Principal Discount Costs Value Convertible senior notes, due 2026 $ 425,000 $ — $ (11,371) $ 413,629 Line of credit, due 2022 4,000 — (54) 3,946 Other notes 600 (92) — 508 $ 429,600 $ (92) $ (11,425) $ 418,083 |
Equity and Warrants (Tables)
Equity and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity and Warrants | |
Summary of fully diluted capital structure | The following table summarizes our fully diluted capital structure at September 30, 2021: Issued and outstanding common shares 93,232,999 Earnout common shares (Note 1 and Note 9) 4,099,999 Total common shares issued and outstanding 97,332,998 Common shares reserved for future issuance: Public warrants — Private warrants 1,821,951 Common stock options outstanding - 2012 Equity Plan 5,131,615 Restricted stock units (Note 9) 984,135 2020 Equity Plan pool reserved for future issuance (Note 9) 10,015,157 Convertible senior notes, due 2026 (1) 16,998,130 Total shares of common stock outstanding and reserved for future issuance 132,283,986 (1) In connection with the September 16, 2021 issuance of the 2026 Notes, the Company used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to the Company’s common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing the conversion price for the Company from $25 per share to approximately $37.74 per share, which would result in 11,261,261 potentially dilutive shares instead of the shares reported in this table. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation | |
Schedule of stock-based compensation expense | Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Secondary market transaction $ — $ — $ 1,933 $ — Employee earnout restricted stock 4,243 — 20,792 — Employee awards 1,641 507 6,636 1,541 Total operating expenses $ 5,884 $ 507 $ 29,361 $ 1,541 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations | |
Schedule of estimated fair value of the assets acquired and liabilities assumed for business combinations | Weighted Average Useful Life (in years) V12 Data HOA Rynoh AHP Other Acquisitions Total Purchase consideration: Cash $ 20,346 $ 82,355 $ 32,302 $ 43,750 $ 25,321 $ 204,074 Issuance of common stock — 21,687 — — 3,106 24,793 Payable — 3,014 3,500 2,500 — 9,014 Contingent consideration - equity-classified — 6,685 — — — 6,685 Contingent consideration - liability-classified 1,410 — — — 327 1,737 Total purchase consideration: $ 21,756 $ 113,741 $ 35,802 $ 46,250 $ 28,754 $ 246,303 Assets: Cash, cash equivalents and restricted cash $ 1,035 $ 17,766 $ 408 $ 5,078 $ 1,106 $ 25,393 Current assets 4,939 235,669 932 9,761 1,579 252,880 Property and equipment 996 2,267 334 17 80 3,694 Intangible assets: Customer relationships 10.0 1,650 16,700 12,700 — 8,900 39,950 Acquired technology 5.0 3,525 — 2,900 — 970 7,395 Trademarks and tradenames 11.0 1,225 12,200 900 700 5,160 20,185 Non-competition agreements 2.0 40 — 90 — 55 185 Value of business acquired 1.0 — 400 — — — 400 Renewal rights 8.0 — 7,692 — 2,042 — 9,734 Insurance licenses Indefinite — 4,960 — — — 4,960 Goodwill 16,760 47,361 21,952 43,095 13,582 142,750 Other non-current assets — 55,165 — 25 1,000 56,190 Total assets acquired 30,170 400,180 40,216 60,718 32,432 563,716 Current liabilities (6,388) (273,759) (409) (14,389) (2,252) (297,197) Long term liabilities (2,026) (8,913) — (79) (1,000) (12,018) Deferred tax liabilities, net — (3,767) (4,005) — (426) (8,198) Net assets acquired $ 21,756 $ 113,741 $ 35,802 $ 46,250 $ 28,754 $ 246,303 |
Summary of estimated unaudited pro forma consolidated financial information | Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Revenue $ 62,769 $ 40,762 $ 160,379 $ 109,599 Net loss $ (5,099) $ (41,820) $ (84,516) $ (69,428) |
January 12, 2021 Acquisition ("V12 Data") | |
Business Combinations | |
Summary of fair value of the intangible assets | Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 1,650 10 Acquired technology 3,525 4 Trademarks and tradenames 1,225 15 Non-competition agreements 40 2 $ 6,440 |
April 5, 2021 Acquisition ("HOA") | |
Business Combinations | |
Summary of fair value of the intangible assets | Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 16,700 10 Trademarks and tradenames 12,200 10 Business acquired 400 1 Renewal rights 7,692 8 Insurance licenses 4,960 Indefinite $ 41,952 |
May 20, 2021 Acquisition ("Rynoh") | |
Business Combinations | |
Summary of fair value of the intangible assets | Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 12,700 10 Acquired technology 2,900 7 Trademarks and tradenames 900 20 Non-competition agreements 90 1 $ 16,590 |
September 9, 2021 Acquisition ("AHP") | |
Business Combinations | |
Summary of fair value of the intangible assets | Estimated Fair Useful Life Value (in years) Intangible assets: Renewal rights $ 2,042 6 Trademarks and tradenames 700 10 $ 2,742 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Information | |
Schedule of financial information of reportable segments and reconciliations to consolidated financial information | The following tables provide financial information for our two reportable segments and reconciliations to consolidated financial information for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Segment adjusted EBITDA (loss): Vertical Software $ 7,712 $ 7,673 $ 19,041 $ 15,875 Insurance 5,473 313 3,067 (62) Corporate and Other (12,312) (9,421) (40,754) (30,272) Divested Businesses — — — 160 Total segment adjusted EBITDA (loss) 873 (1,435) (18,646) (14,299) Reconciling items: Depreciation and amortization (4,431) (3,104) (10,787) (5,021) Non-cash stock-based compensation (5,884) (507) (29,249) (1,239) Non-cash bonus expense (695) — (1,378) — Acquisition and related (income) expense (1) (1,958) 1,537 (4,648) 386 Non-cash long-lived asset impairment charge (76) (239) (216) (540) Revaluation of contingent consideration (195) (100) 380 (1,500) Investment income and realized gains (248) — (448) — Operating loss $ (12,614) $ (3,848) $ (64,992) $ (22,213) (1) |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Basic and Diluted Net Loss Per Share | |
Schedule of earnings per share, basic and diluted | Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator: Net loss used to compute net loss per share: Basic $ (5,099) $ (8,923) $ (86,497) $ (33,548) Adjustments for change in fair value of warrant liability (2,692) — — — Diluted $ (7,791) $ (8,923) $ (86,497) $ (33,548) Denominator: Weighted average shares outstanding used to compute loss per share: Basic 96,839,292 35,809,973 92,544,137 35,294,839 Dilutive effect of warrants 706,650 — — — Diluted 97,545,942 35,809,973 92,544,137 35,294,839 Loss per share - basic $ (0.05) $ (0.25) $ (0.93) $ (0.95) Loss per share - diluted $ (0.08) $ (0.25) $ (0.93) $ (0.95) |
Schedule of antidilutive securities excluded from computation of earnings per share | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Stock options 5,131,615 7,916,924 5,131,615 7,916,924 Restricted stock units and awards 984,135 2,144,819 984,135 2,144,819 Legacy Porch warrants — 3,343,451 — 3,343,451 Public and private warrants — — 1,821,951 — Earnout shares 4,099,999 — 4,099,999 — Convertible debt (1) 16,998,130 1,856,353 16,998,130 1,856,353 (1) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)state | Sep. 30, 2021USD ($)state | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)stateitem | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Number of reinsurer | item | 1 | |||||
Percentage of insurance subsidiary's total insurance receivables | 11.00% | 11.00% | 11.00% | |||
Minimum cash balance required by lender | $ 3,000 | |||||
Indemnification hold back cost | $ 2,000 | |||||
Restricted funds held for payment of possible warranty claims | $ 2,800 | $ 2,800 | $ 2,800 | |||
Number of states regulatory guidelines of warranty claims | state | 16 | 16 | 16 | |||
Customer deposits | $ 500 | $ 500 | $ 500 | |||
Term of American home protect warranty contracts | 3 years | |||||
Number of states in which home warranty policies are provided | state | 45 | 45 | 45 | |||
Number of additional states | state | 4 | 4 | 4 | |||
Loan proceeds related to the Paycheck Protection Program Loan | 8,400 | |||||
Allowance for uncollectible receivables | $ 367 | $ 367 | $ 367 | $ 249 | ||
Deferred policy acquisition costs | 3,700 | 3,700 | 3,700 | |||
Income tax (benefit) expense | $ (1,836) | $ 9 | $ (9,917) | $ 33 | ||
Effective income tax rate | 26.50% | (0.10%) | 10.30% | (0.10%) | ||
U.S. federal statutory tax rate | 21.00% | |||||
Convertible senior notes, due 2026 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Principal Amount of debt | $ 425,000 | $ 425,000 | $ 425,000 | |||
Interest rate (stated) | 0.75% | 0.75% | 0.75% | |||
Other Noncurrent Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Indemnification hold back cost | $ 1,000 | |||||
ASU 2016 02 | Impacts of adoption | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Right of use asset | $ 4,000 | $ 4,000 | 4,000 | |||
Lease liabilities | $ 4,000 | $ 4,000 | $ 4,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Merger (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2020Dtranche$ / sharesshares | Jun. 30, 2021segment | Sep. 30, 2021USD ($)segment | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Common Stock and Redeemable Convertible Preferred Stock | |||||
Number of Reportable Segments | segment | 1 | 2 | |||
Number of Operating Segments | segment | 2 | ||||
Trust fund | $ | $ 410,217 | $ 410,217 | $ 196,046 | ||
Vesting percentage | 25.00% | ||||
Earnout shares | |||||
Common Stock and Redeemable Convertible Preferred Stock | |||||
Shares issued (shares) | shares | 6,000,000 | ||||
Number of tranches | tranche | 3 | ||||
Threshold trading days | D | 20 | ||||
Threshold consecutive trading days | D | 30 | ||||
Vesting percentage | 33.33% | ||||
Earnout shares | Common stock is greater than or equal to $18.00 | |||||
Common Stock and Redeemable Convertible Preferred Stock | |||||
Threshold closing price of common stock | $ 18 | ||||
Earnout shares | Common stock is greater than or equal to $20.00 | |||||
Common Stock and Redeemable Convertible Preferred Stock | |||||
Threshold closing price of common stock | 20 | ||||
Earnout shares | Common stock is greater than or equal to $22.00 | |||||
Common Stock and Redeemable Convertible Preferred Stock | |||||
Threshold closing price of common stock | $ 22 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Cash and cash equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Description of Business and Summary of Significant Accounting Policies | ||||
Restricted cash equivalents | $ 300 | |||
Cash and cash equivalents | 410,217 | $ 196,046 | ||
Restricted cash - current | 4,614 | 11,407 | ||
Restricted Cash, Noncurrent | 1,000 | |||
Cash, cash equivalents and restricted cash | $ 415,831 | $ 207,453 | $ 8,137 | $ 7,179 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Losses and LAE, Gross of Reinsurance (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2021USD ($) | |
Description of Business and Summary of Significant Accounting Policies | |
Losses and LAE reserve at April 5 | $ 84,366 |
Reinsurance recoverables on losses and LAE | (82,898) |
Losses and LAE reserve, net of reinsurance recoverables at April 5 | 1,468 |
Net incurred losses and LAE during the current year | 15,744 |
Net claim and LAE payments during the current year | (10,106) |
Reserve for losses and LAE, net of reinsurance recoverables, at end of year | 7,106 |
Reinsurance recoverables on losses and LAE | 80,631 |
Losses and LAE reserve at September 30 | $ 87,737 |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Effects of Reinsurance on Premium Written and Earned (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2021USD ($) | |
Description of Business and Summary of Significant Accounting Policies | |
Direct premiums, written | $ 177,333 |
Ceded premiums, written | (158,793) |
Net premiums, written | 18,540 |
Direct premiums, earned | 134,712 |
Ceded premiums, earned | (126,743) |
Net premiums, earned | $ 7,969 |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Components of Other Insurance Liabilities, Current (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Description of Business and Summary of Significant Accounting Policies | |
Ceded reinsurance premiums payable | $ 18,922 |
Funds held under reinsurance treaty | 2,600 |
Commissions payable, reinsurers and agents | 9,453 |
General and accrued expenses payable | 537 |
Advance premiums | 3,307 |
Other insurance liabilities, current | $ 34,819 |
Description of Business and _10
Description of Business and Summary of Significant Accounting Policies - Other income (expense), net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Description of Business and Summary of Significant Accounting Policies | ||||
Gain (loss) on remeasurement of debt | $ 488 | $ (924) | ||
Gain (loss) on remeasurement of legacy preferred stock warrant liability | 785 | (1,214) | ||
Other, net | $ 316 | 145 | $ 225 | 88 |
Total other income (expense), net | $ 316 | $ 1,418 | $ 225 | $ (2,050) |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 62,769 | $ 21,507 | $ 140,852 | $ 53,703 |
Core services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 32,955 | 17,265 | 72,664 | 38,102 |
Managed services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 14,248 | 1,911 | 28,561 | 9,744 |
Software and service subscription revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 15,566 | $ 2,331 | $ 39,627 | $ 5,857 |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Change in Contract with Customer, Asset [Abstract] | |
Balance at December 31, 2020 | $ 3,529 |
Estimated lifetime value of insurance policies sold by carriers | 5,488 |
Cash receipts | (1,580) |
Balance at September 30, 2021 | 7,437 |
Contract assets | 7,437 |
Long-term accounts receivable | 7,159 |
Accounts Receivable Current | |
Change in Contract with Customer, Asset [Abstract] | |
Balance at September 30, 2021 | 278 |
Contract assets | $ 278 |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenue - Expected Timing Of Satisfaction Period (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 3,800 | $ 4,196 | $ 3,800 | $ 4,196 |
Revenue from divested businesses | 0 | 0 | 0 | 4,300 |
Disposal Group, Including Discontinued Operation, Revenue | 0 | $ 0 | 0 | $ 4,300 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 1,509 | $ 1,509 | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | 12 months |
Revenue - Disaggregation of R_3
Revenue - Disaggregation of Revenue - Contract Liabilities Refundable Customer Deposits (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2021 | |
Change in Contract with Customer, Liability | ||
Beginning balance | $ 5,208 | |
Additions to contract liabilities | 80,910 | |
Revenue recognized | (38,406) | |
Impact of acquisitions | 142,425 | |
Ending balance | 190,137 | |
Unearned premiums | 172,700 | |
Unearned ceding commissions | 13,600 | |
Vertical Software | ||
Change in Contract with Customer, Liability | ||
Unearned premiums | 3,800 | |
Refundable Customer Deposits | ||
Change in Contract with Customer, Liability | ||
Beginning balance | 3,193 | |
Additions to contract liabilities - prepayment | $ 7,000 | |
Additions to contract liabilities | 517 | |
Additions to contract liabilities - significant financing component interest | 150 | |
Revenue recognized | (2,351) | |
Ending balance | $ 1,509 |
Investments - Investment Income
Investments - Investment Income, Realized and Unrealized Gains on Investments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Investments | |
Investment income, net of investment expenses | $ 493 |
Realized gains on investments | 46 |
Realized losses on investments | $ (91) |
Investments - Amortized Cost, F
Investments - Amortized Cost, Fair Value and Unrealized Gains and (Losses) (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Securities | |
Net Investment Income [Line Items] | |
Amortized Cost | $ 68,652 |
Gross Unrealized, Gains | 291 |
Gross Unrealized, Losses | (155) |
Fair value | 68,788 |
U.S. government obligations | |
Net Investment Income [Line Items] | |
Amortized Cost | 10,983 |
Gross Unrealized, Gains | 29 |
Gross Unrealized, Losses | (27) |
Fair value | 10,985 |
Obligations of states, municipalities and political subdivisions | |
Net Investment Income [Line Items] | |
Amortized Cost | 4,378 |
Gross Unrealized, Gains | 5 |
Gross Unrealized, Losses | (12) |
Fair value | 4,371 |
Corporate bonds | |
Net Investment Income [Line Items] | |
Amortized Cost | 32,208 |
Gross Unrealized, Gains | 183 |
Gross Unrealized, Losses | (48) |
Fair value | 32,343 |
Residential and commercial mortgage-backed securities | |
Net Investment Income [Line Items] | |
Amortized Cost | 15,380 |
Gross Unrealized, Gains | 63 |
Gross Unrealized, Losses | (55) |
Fair value | 15,388 |
Other loan-backed and structured securities | |
Net Investment Income [Line Items] | |
Amortized Cost | 5,703 |
Gross Unrealized, Gains | 11 |
Gross Unrealized, Losses | (13) |
Fair value | $ 5,701 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Securities by Contractual Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Amortized Cost | |
Due in one year or less | $ 8,741 |
Due after one year through five years | 20,828 |
Due after five years through ten years | 15,696 |
Due after ten years | 2,304 |
Fair Value | |
Due in one year or less | 8,731 |
Due after one year through five years | 20,841 |
Due after five years through ten years | 15,808 |
Due after ten years | 2,319 |
Debt Securities | |
Amortized Cost | |
Amortized Cost | 68,652 |
Fair Value | |
Fair value | 68,788 |
Residential and commercial mortgage-backed securities | |
Amortized Cost | |
Without single maturity date | 15,380 |
Amortized Cost | 15,380 |
Fair Value | |
Without single maturity date | 15,388 |
Fair value | 15,388 |
Other loan-backed and structured securities | |
Amortized Cost | |
Without single maturity date | 5,703 |
Amortized Cost | 5,703 |
Fair Value | |
Without single maturity date | 5,701 |
Fair value | $ 5,701 |
Investments - Securities with G
Investments - Securities with Gross Unrealized Loss Position (Details) $ in Thousands | Sep. 30, 2021USD ($)securityitem |
Net Investment Income [Line Items] | |
Number of securities in an unrealized loss position | security | 260 |
Unrealized loss position for 12 months or longer | item | 0 |
Debt Securities | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | $ (155) |
Less Than Twelve Months, Fair Value | 31,883 |
Total, Gross Unrealized Loss | (155) |
Total, Fair Value | 31,883 |
U.S. government obligations | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | (27) |
Less Than Twelve Months, Fair Value | 6,073 |
Total, Gross Unrealized Loss | (27) |
Total, Fair Value | 6,073 |
Obligations of states, municipalities and political subdivisions | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | (12) |
Less Than Twelve Months, Fair Value | 1,274 |
Total, Gross Unrealized Loss | (12) |
Total, Fair Value | 1,274 |
Industrial and miscellaneous | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | (48) |
Less Than Twelve Months, Fair Value | 11,978 |
Total, Gross Unrealized Loss | (48) |
Total, Fair Value | 11,978 |
Residential and commercial mortgage-backed securities | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | (55) |
Less Than Twelve Months, Fair Value | 9,108 |
Total, Gross Unrealized Loss | (55) |
Total, Fair Value | 9,108 |
Other loan-backed and structured securities | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | (13) |
Less Than Twelve Months, Fair Value | 3,450 |
Total, Gross Unrealized Loss | (13) |
Total, Fair Value | $ 3,450 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value Measurements of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 78,868 | |
Liabilities, fair value disclosure | 60,366 | $ 85,321 |
U.S. government obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 10,985 | |
Obligations of states, municipalities and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 4,371 | |
Industrial and miscellaneous | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 32,343 | |
Residential and commercial mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 15,388 | |
Other loan-backed and structured securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 5,701 | |
Contingent consideration - business combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 2,849 | 3,549 |
Contingent consideration - earnout | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 39,811 | 50,238 |
Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 17,706 | 31,534 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 21,065 | |
Level 1 | U.S. government obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 10,985 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 57,803 | |
Level 2 | Obligations of states, municipalities and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 4,371 | |
Level 2 | Industrial and miscellaneous | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 32,343 | |
Level 2 | Residential and commercial mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 15,388 | |
Level 2 | Other loan-backed and structured securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 5,701 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 60,366 | 85,321 |
Level 3 | Contingent consideration - business combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 2,849 | 3,549 |
Level 3 | Contingent consideration - earnout | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 39,811 | 50,238 |
Level 3 | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 17,706 | $ 31,534 |
Money market mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 10,080 | |
Money market mutual funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 10,080 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Thousands | Sep. 30, 2021USD ($)$ / shares | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration | $ | $ 624 | ||
Settlement of contingent consideration related to a business combination | $ | $ 2,062 | ||
Transfer between level1 to level2 | $ | 0 | ||
Transfer between level2 to level1 | $ | $ 0 | ||
Discount rate | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 26 | ||
Cost of capital | Contingent consideration - business combination | Weighted Average | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 26 | ||
Current stock price | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 17.68 | 14.27 | |
Exercise Price | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 11.50 | 11.50 | |
Volatility | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 34.3 | ||
Volatility | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 65 | ||
Volatility | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 53 | 35 | |
Expected term | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants term | 4 years 2 months 23 days | 4 years 11 months 23 days | |
Income approach | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration | $ | $ 1,800 | ||
Income approach | Discount rate | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 9.96 | ||
Income approach | Discount rate | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 9.98 | ||
Income approach | Revenue volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 18 | ||
Income approach | Cost of capital | Weighted Average | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 21.5 | ||
Monte Carlo simulation method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration | $ | $ 1,143 | $ 1,749 | |
Monte Carlo simulation method | Discount rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 5.2 | 9 | |
Monte Carlo simulation method | Cost of capital | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 29.5 | ||
Monte Carlo simulation method | Current stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | $ / shares | 14.27 | ||
Contingent consideration earnout, measurement input | 17.68 | 14.27 | |
Monte Carlo simulation method | Current stock price | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | $ / shares | 17.68 | ||
Monte Carlo simulation method | Strike price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | $ / shares | 20 | 20 | |
Monte Carlo simulation method | Exercise Price | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration earnout, measurement input | $ / shares | 20 | 18 | |
Monte Carlo simulation method | Exercise Price | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration earnout, measurement input | $ / shares | 22 | 20 | |
Monte Carlo simulation method | Exercise Price | Weighted Average | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration earnout, measurement input | $ / shares | 22 | ||
Monte Carlo simulation method | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 65 | 60 | |
Contingent consideration earnout, measurement input | 65 | 60 | |
Monte Carlo simulation method | Forfeiture Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration earnout, measurement input | 15 | 16 |
Fair Value - Level 3 (Details)
Fair Value - Level 3 (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Redeemable convertible preferred stock warrants | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 8,683 | $ 7,898 | $ 6,684 | |||
Additions | 1,762 | |||||
Change in fair value, loss (gain) included in net loss | (785) | 785 | 1,214 | |||
Ending balance | 9,660 | 8,683 | 7,898 | |||
FVO notes | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 6,491 | 8,257 | 11,659 | |||
Settlements | (2,724) | |||||
Change in fair value, loss (gain) included in net loss | (488) | (2,898) | 454 | |||
Change in fair value, (gain) included in other comprehensive income | 3,856 | (3,856) | ||||
Ending balance | 6,003 | 6,491 | 8,257 | |||
Contingent consideration - earnout | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 47,224 | $ 43,193 | $ 50,238 | |||
Settlements | (25,815) | |||||
Change in fair value, loss (gain) included in net loss | (7,413) | 4,031 | 18,770 | |||
Ending balance | 39,811 | 47,224 | 43,193 | |||
Contingent consideration - business combination | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 2,654 | 2,954 | 3,549 | 1,500 | 20 | 100 |
Additions | 1,742 | |||||
Settlements | (2,062) | |||||
Change in fair value, loss (gain) included in net loss | 195 | (300) | (275) | 100 | 1,480 | (80) |
Ending balance | 2,849 | 2,654 | 2,954 | $ 1,600 | $ 1,500 | $ 20 |
Private warrant liability | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 34,903 | 47,444 | 31,534 | |||
Settlements | (14,505) | (16,843) | ||||
Change in fair value, loss (gain) included in net loss | (2,692) | 4,302 | 15,910 | |||
Ending balance | $ 17,706 | $ 34,903 | $ 47,444 |
Property, Equipment, and Soft_3
Property, Equipment, and Software (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property, equipment, and software, Gross | $ 23,478 | $ 23,478 | $ 13,801 | ||
Less: Accumulated depreciation and amortization | (15,822) | (15,822) | (9,208) | ||
Property, equipment, and software, net | 7,656 | 7,656 | 4,593 | ||
Depreciation and amortization | 4,431 | $ 3,104 | 10,787 | $ 5,021 | |
Software and computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment, and software, Gross | 1,740 | 1,740 | 1,381 | ||
Furniture, office equipment and other | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment, and software, Gross | 1,908 | 1,908 | 567 | ||
Internally developed software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment, and software, Gross | 18,718 | 18,718 | 10,741 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment, and software, Gross | 1,112 | 1,112 | $ 1,112 | ||
Property equipment software | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | $ 1,448 | $ 963 | $ 3,744 | $ 2,880 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Intangible Assets and Goodwill | |||||
Intangible Assets, gross | $ 107,532 | $ 107,532 | $ 24,523 | ||
Accumulated Amortization | (15,882) | (15,882) | (8,562) | ||
Intangible Assets, Net | 91,650 | 91,650 | $ 15,961 | ||
Aggregate amortization expense | 2,983 | $ 672 | 7,043 | $ 2,141 | |
Insurance licenses | |||||
Intangible Assets and Goodwill | |||||
Intangible Assets, gross | 4,960 | 4,960 | |||
Intangible Assets, Net | 4,960 | $ 4,960 | |||
Customer relationships | |||||
Intangible Assets and Goodwill | |||||
Weighted Average Useful Life (in years) | 9 years | 7 years | |||
Intangible Assets, gross | 48,590 | $ 48,590 | $ 8,440 | ||
Accumulated Amortization | (5,006) | (5,006) | (2,173) | ||
Intangible Assets, Net | 43,584 | $ 43,584 | $ 6,267 | ||
Acquired technology | |||||
Intangible Assets and Goodwill | |||||
Weighted Average Useful Life (in years) | 6 years | 6 years | |||
Intangible Assets, gross | 19,565 | $ 19,565 | $ 12,170 | ||
Accumulated Amortization | (8,008) | (8,008) | (5,481) | ||
Intangible Assets, Net | 11,557 | $ 11,557 | $ 6,689 | ||
Trademarks and tradenames | |||||
Intangible Assets and Goodwill | |||||
Weighted Average Useful Life (in years) | 9 years | 9 years | |||
Intangible Assets, gross | 23,873 | $ 23,873 | $ 3,688 | ||
Accumulated Amortization | (2,009) | (2,009) | (893) | ||
Intangible Assets, Net | 21,864 | $ 21,864 | $ 2,795 | ||
Non-competition agreements | |||||
Intangible Assets and Goodwill | |||||
Weighted Average Useful Life (in years) | 2 years | 2 years | |||
Intangible Assets, gross | 410 | $ 410 | $ 225 | ||
Accumulated Amortization | (179) | (179) | (15) | ||
Intangible Assets, Net | 231 | $ 231 | $ 210 | ||
Value of business acquired | |||||
Intangible Assets and Goodwill | |||||
Weighted Average Useful Life (in years) | 1 year | ||||
Intangible Assets, gross | 400 | $ 400 | |||
Accumulated Amortization | (194) | (194) | |||
Intangible Assets, Net | 206 | $ 206 | |||
Renewal rights | |||||
Intangible Assets and Goodwill | |||||
Weighted Average Useful Life (in years) | 8 years | ||||
Intangible Assets, gross | 9,734 | $ 9,734 | |||
Accumulated Amortization | (486) | (486) | |||
Intangible Assets, Net | $ 9,248 | $ 9,248 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 28,289 |
Acquisitions | 142,750 |
Purchase price adjustment | (612) |
Goodwill, Ending Balance | $ 170,427 |
Debt (Details)
Debt (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt | |
Principal | $ 429,600 |
Unaccreted Discount | (92) |
Debt Issuance Costs | (11,425) |
Carrying Value | 418,083 |
Convertible senior notes, due 2026 | |
Debt | |
Principal | 425,000 |
Debt Issuance Costs | (11,371) |
Carrying Value | $ 413,629 |
Interest rate (stated) | 0.75% |
Line of credit, due 2022 | |
Debt | |
Principal | $ 4,000 |
Debt Issuance Costs | (54) |
Carrying Value | 3,946 |
Other notes | |
Debt | |
Principal | 600 |
Unaccreted Discount | (92) |
Carrying Value | $ 508 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2021USD ($) | Sep. 30, 2021USD ($)D$ / sharesshares | Oct. 31, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 16, 2021$ / shares | Sep. 15, 2021$ / shares | |
Debt | ||||||||
Repayment of debt | $ 42,965,000 | $ 42,858,000 | ||||||
Conversion price (per share) | $ / shares | $ 37.74 | $ 25 | ||||||
Convertible senior notes, due 2026 | ||||||||
Debt | ||||||||
Principal Amount of debt | $ 425,000,000 | $ 425,000,000 | $ 425,000,000 | |||||
Interest rate (stated) | 0.75% | 0.75% | 0.75% | |||||
Issue price ( as percentage) | 100.00% | 100.00% | 100.00% | |||||
Net proceeds | $ 413,500,000 | |||||||
Sale price (as percentage) | 130.00% | |||||||
Consecutive trading days | D | 30 | |||||||
Threshold trading days | D | 20 | |||||||
Redemption price (as percentage) | 100.00% | |||||||
Principal amount denomination for conversion | $ 1,000 | |||||||
Conversion ratio | 0.0399956 | |||||||
Conversion price (per share) | $ / shares | $ 25.0027 | $ 25.0027 | $ 25.0027 | |||||
Business days | D | 5 | |||||||
Capped calls, authorized shares | shares | 5,736,869 | 5,736,869 | 5,736,869 | |||||
Consecutive trading period | D | 5 | |||||||
Trading price per $1,000notes (as percentage) | 98.00% | 98.00% | 98.00% | |||||
Conditional conversion ratio | 0.0529941 | |||||||
Interest expense | $ 200,000 | $ 200,000 | ||||||
Calculated interest rate | 1.30% | 1.30% | 1.30% | |||||
Initial strike price | $ / shares | $ 25.0027 | |||||||
Initial cap price | $ / shares | $ 37.7400 | |||||||
Amount paid for capped calls | $ 10,600,000 | $ 42,300,000 | $ 52,900,000 | |||||
Notes Issued On Exercise Of Initial Purchasers' Option [Member] | ||||||||
Debt | ||||||||
Principal Amount of debt | $ 40,000,000 | $ 40,000,000 | $ 40,000,000 |
Debt - Runway Growth Credit Fun
Debt - Runway Growth Credit Fund (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||||
Gain (loss) on extinguishment of debt | $ (3,133) | $ (2,532) | $ 5,110 | $ 1,077 | |
Senior Secured Term Loans | |||||
Debt Instrument [Line Items] | |||||
Outstanding principle | $ 40,000 | ||||
Prepayment fees | 2,300 | ||||
Interest expense | 500 | ||||
Gain (loss) on extinguishment of debt | $ (3,100) |
Debt - Promissory Notes (Detail
Debt - Promissory Notes (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Apr. 05, 2021 | Jan. 12, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt | ||||||||
Proceeds from debt issuance, net of fees | $ 413,537 | $ 61,190 | ||||||
Gain (loss) on extinguishment of debt | $ (3,133) | $ (2,532) | 5,110 | $ 1,077 | ||||
Amount outstanding | 418,083 | 418,083 | ||||||
April 5, 2021 Acquisition ("HOA") | ||||||||
Debt | ||||||||
Amount borrowed | 0 | 0 | ||||||
Debt instrument term | 9 years | |||||||
Loans assumed | $ 10,000 | |||||||
Paycheck Protection Program, Cares Act Loans [Member] | ||||||||
Debt | ||||||||
Interest rate (stated) | 1.00% | |||||||
Proceeds from debt issuance, net of fees | $ 8,100 | |||||||
Debt instrument term | 2 years | |||||||
Gain (loss) on extinguishment of debt | 8,200 | |||||||
Amount outstanding | $ 8,100 | 8,100 | ||||||
Loans assumed | $ 2,000 | |||||||
Variable interest rate | 1.00% | |||||||
Unpaid interest | 91 | |||||||
Revolving Line of Credit | ||||||||
Debt | ||||||||
Repayment of debt | $ 4,000 | |||||||
Revolving Line of Credit | Subsequent Events | ||||||||
Debt | ||||||||
Repayment of debt | $ 4,000 |
Debt - Line of credit (Details)
Debt - Line of credit (Details) - Revolving Line of Credit $ in Millions | Apr. 05, 2021USD ($) |
Debt Instrument [Line Items] | |
Aggregate amount | $ 5 |
Fees on daily unused portion | 0.25% |
Outstanding borrowings | $ 3.9 |
Prime rate | |
Debt Instrument [Line Items] | |
Basis spread on interest rate | 0.00% |
Debt - Future receivables agree
Debt - Future receivables agreement (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Dec. 02, 2020 | Nov. 02, 2020USD ($)installment | |
Debt Instrument [Line Items] | |||
Promissory note carrying amount | $ 418,083 | ||
Moving Services Company [Member] | |||
Debt Instrument [Line Items] | |||
Promissory note | $ 150 | ||
Interest rate (stated) | 0.38% | ||
Promissory note initial principal balance | $ 750 | ||
Promissory note, number of installments | installment | 5 |
Equity and Warrants - Common St
Equity and Warrants - Common Stock (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Equity and Warrants | ||
Shares authorized | 410,000,000 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Preferred stock, shares authorized | 10,000,000 |
Equity and Warrants - Common Sh
Equity and Warrants - Common Shares Outstanding and Common Stock Equivalents (Details) - $ / shares | Sep. 16, 2021 | Sep. 30, 2021 | Sep. 15, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Issued and outstanding common shares | 93,232,999 | |||
Earnout common shares (Note 1 and Note 9) | 4,099,999 | |||
Total common shares issued and outstanding | 97,332,998 | 81,669,151 | ||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 132,283,986 | |||
Conversion price (per unit) | $ 37.74 | $ 25 | ||
Potentially dilutive shares | 11,261,261 | |||
Convertible senior notes, due 2026 | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 16,998,130 | |||
Conversion price (per unit) | $ 25.0027 | |||
Restricted stock units | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 984,135 | |||
2020 Equity Plan | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 10,015,157 | |||
Employee awards | Common stock options outstanding | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 5,131,615 | |||
Private Warrants | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 1,821,951 |
Equity and Warrants - Warrants
Equity and Warrants - Warrants (Details) | Dec. 23, 2020D$ / sharesshares | Apr. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Apr. 16, 2021$ / shares | Dec. 31, 2020shares |
Class of Stock [Line Items] | |||||||
Minimum share price of common stock | $ 18 | ||||||
Share price length of trading day period | D | 30 | ||||||
Proceeds from exercise of warrants | $ | $ 126,772,000 | ||||||
Merger Agreement | |||||||
Class of Stock [Line Items] | |||||||
Stock called by warrants | shares | 14,325,000 | 14,325,000 | |||||
Single share price | $ 1 | ||||||
Share Price | $ 11.50 | ||||||
Number of days for determining share price commencement | 30 days | ||||||
Expiring period after merger for determining share price | 5 years | ||||||
Redemption price per share | $ 0.01 | ||||||
Minimum number of notice days | D | 30 | ||||||
Share price number of trading day period | D | 20 | ||||||
Share price length of trading day period | D | 30 | ||||||
Public Warrants | |||||||
Class of Stock [Line Items] | |||||||
Redemption price per share | $ 0.01 | ||||||
Public Warrants | Merger Agreement | |||||||
Class of Stock [Line Items] | |||||||
Stock called by warrants | shares | 8,625,000 | ||||||
Certain holders of public warrants | |||||||
Class of Stock [Line Items] | |||||||
Share Price | $ 11.50 | ||||||
Warrants exercise | shares | 8,087,623 | ||||||
Proceeds from exercise of warrants | $ | $ 3,200,000 | $ 89,800,000 | |||||
Certain holders of public warrants second group | |||||||
Class of Stock [Line Items] | |||||||
Share Price | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Warrants exercise | shares | 2,935,753 | 557,816 | |||||
Proceeds from exercise of warrants | $ | $ 33,800,000 | $ 0 | |||||
Private Warrants | Merger Agreement | |||||||
Class of Stock [Line Items] | |||||||
Stock called by warrants | shares | 5,700,000 | 1,821,951 | 1,821,951 | 5,700,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock-based Compensation by Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Stock-Based Compensation | ||||||
Stock based compensation expense | $ 5,884 | $ 507 | $ 29,361 | $ 1,541 | ||
Secondary market transaction | ||||||
Stock-Based Compensation | ||||||
Stock based compensation expense | $ 1,900 | 1,933 | $ 1,600 | |||
Employee earnout restricted stock | ||||||
Stock-Based Compensation | ||||||
Stock based compensation expense | 4,243 | 20,792 | ||||
Employee awards | ||||||
Stock-Based Compensation | ||||||
Stock based compensation expense | $ 1,641 | $ 507 | $ 6,636 | $ 1,541 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Stock-Based Compensation | ||||||
Percentage of aggregate number of shares | 5.00% | |||||
Stock based compensation expense | $ 5,884 | $ 507 | $ 29,361 | $ 1,541 | ||
Shares reserved for issuance | 10,015,157 | 10,015,157 | ||||
Vesting percentage | 25.00% | |||||
Maximum | ||||||
Stock-Based Compensation | ||||||
Vesting period | 3 years | |||||
Expiration period | 10 years | |||||
Cancellation Period after termination of employment | 3 months | |||||
General and administrative | ||||||
Stock-Based Compensation | ||||||
Stock based compensation expense | $ 3,135 | $ 303 | $ 18,950 | $ 735 | ||
Restricted stock units | ||||||
Stock-Based Compensation | ||||||
Shares granted | 957,993 | |||||
Stock options | ||||||
Stock-Based Compensation | ||||||
Shares granted | 284,271 | |||||
Secondary market transaction | ||||||
Stock-Based Compensation | ||||||
Stock based compensation expense | $ 1,900 | $ 1,933 | $ 1,600 |
Stock-Based Compensation - Payr
Stock-Based Compensation - Payroll Reduction Program (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for issuance | 10,015,157 | 10,015,157 | ||||
Stock based compensation expense | $ 5,884 | $ 507 | $ 29,361 | $ 1,541 | ||
Employee awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 1,641 | $ 507 | 6,636 | $ 1,541 | ||
Employee awards | Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reduced cash payroll costs | $ 4,000 | |||||
Shares reserved for issuance | 2,356,045 | 2,356,045 | ||||
Shares issued | 2,356,045 | |||||
Stock based compensation expense | $ 6,500 | $ 1,605 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Earnout RSUs and CEO Earnout RSUs (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2020Dtranche$ / sharesshares | Mar. 31, 2021shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Stock based compensation expense | $ | $ 5,884 | $ 507 | $ 29,361 | $ 1,541 | ||
CEO and Founder | Employee earnout restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued | shares | 1,000,000 | |||||
Vesting percentage | 33.33% | |||||
Threshold trading days | D | 20 | |||||
Threshold consecutive trading days | D | 30 | |||||
Threshold period | 36 months | |||||
Vesting period | 1 year | |||||
Average grant date fair value | $ 12.08 | |||||
Stock based compensation expense | $ | 10,500 | |||||
Cost not recognized | $ | 1,200 | 1,200 | ||||
Shares vested | shares | 333,333 | |||||
CEO and Founder | Employee earnout restricted stock | Common stock is greater than or equal to $18.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 33.33% | |||||
Threshold closing price of common stock | $ 18 | |||||
CEO and Founder | Employee earnout restricted stock | Common stock is greater than or equal to $20.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | 20 | |||||
CEO and Founder | Employee earnout restricted stock | Common stock is greater than or equal to $22.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | $ 22 | |||||
Employee awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ | 1,641 | $ 507 | $ 6,636 | $ 1,541 | ||
Employee awards | Employees | Employee earnout restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued | shares | 1,003,317 | |||||
Vesting percentage | 33.33% | |||||
Number of tranches | tranche | 3 | |||||
Threshold trading days | D | 20 | |||||
Threshold consecutive trading days | D | 30 | |||||
Threshold period | 36 months | |||||
Vesting period | 1 year | |||||
Average grant date fair value | $ 12.08 | $ 16.78 | ||||
Stock based compensation expense | $ | $ 10,300 | |||||
Cost not recognized | $ | $ 1,300 | $ 1,300 | ||||
Shares forfeited | shares | 24,278 | |||||
Shares granted | shares | 4,773 | |||||
Vesting of earnout shares (in shares) | shares | 329,132 | |||||
Employee awards | Employees | Employee earnout restricted stock | Common stock is greater than or equal to $18.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | 18 | |||||
Employee awards | Employees | Employee earnout restricted stock | Common stock is greater than or equal to $20.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | 20 | |||||
Employee awards | Employees | Employee earnout restricted stock | Common stock is greater than or equal to $22.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | $ 22 |
Business Combinations - Total c
Business Combinations - Total consideration and the estimated fair value of the assets acquired and liabilities assumed (Details) $ in Thousands | Sep. 09, 2021USD ($) | May 20, 2021USD ($) | Apr. 05, 2021USD ($) | Jan. 12, 2021USD ($) | Sep. 30, 2021USD ($)item | Dec. 31, 2020USD ($) |
Intangible assets: | ||||||
Goodwill | $ 170,427 | $ 28,289 | ||||
Customer relationships | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 10 years | |||||
Acquired technology | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 5 years | |||||
Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 11 years | |||||
Non-competition agreements | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 2 years | |||||
Value of business acquired | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 1 year | |||||
Renewal rights | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 8 years | |||||
January 12, 2021 Acquisition ("V12 Data") | ||||||
Purchase consideration: | ||||||
Cash | $ 20,346 | |||||
Contingent consideration - liability-classified | 1,410 | |||||
Total purchase consideration: | 21,756 | |||||
Assets: | ||||||
Cash, cash equivalents and restricted cash | 1,035 | |||||
Current assets | 4,939 | |||||
Property and equipment | $ 996 | |||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 7 years 7 months 6 days | |||||
Goodwill | $ 16,760 | |||||
Total assets acquired | 30,170 | |||||
Current liabilities | (6,388) | |||||
Long-term liabilities | (2,026) | |||||
Net assets acquired | 21,756 | |||||
January 12, 2021 Acquisition ("V12 Data") | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 1,650 | |||||
January 12, 2021 Acquisition ("V12 Data") | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 3,525 | |||||
January 12, 2021 Acquisition ("V12 Data") | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 1,225 | |||||
January 12, 2021 Acquisition ("V12 Data") | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | $ 40 | |||||
April 5, 2021 Acquisition ("HOA") | ||||||
Purchase consideration: | ||||||
Cash | $ 82,355 | |||||
Issuance of common stock | 21,687 | |||||
Common stock consideration payable | 3,014 | |||||
Payable | 9,700 | |||||
Contingent consideration - equity-classified | 6,685 | |||||
Total purchase consideration: | 113,741 | |||||
Assets: | ||||||
Cash, cash equivalents and restricted cash | 17,766 | |||||
Current assets | 235,669 | |||||
Property and equipment | $ 2,267 | |||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 9 years 6 months | |||||
Intangible assets, finite-lived | $ 41,952 | |||||
Intangible assets, indefinite | 4,960 | |||||
Goodwill | 47,361 | |||||
Other non-current assets | 55,165 | |||||
Total assets acquired | 400,180 | |||||
Current liabilities | (273,759) | |||||
Long-term liabilities | (8,913) | |||||
Deferred tax liabilities, net | (3,767) | |||||
Net assets acquired | 113,741 | |||||
April 5, 2021 Acquisition ("HOA") | Insurance licenses | ||||||
Intangible assets: | ||||||
Intangible assets, indefinite | $ 4,960 | |||||
April 5, 2021 Acquisition ("HOA") | Customer relationships | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 10 years | |||||
Intangible assets, finite-lived | $ 16,700 | |||||
April 5, 2021 Acquisition ("HOA") | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 10 years | |||||
Intangible assets, finite-lived | $ 12,200 | |||||
April 5, 2021 Acquisition ("HOA") | Value of business acquired | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 1 year | |||||
Intangible assets, finite-lived | $ 400 | |||||
April 5, 2021 Acquisition ("HOA") | Renewal rights | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 8 years | |||||
Intangible assets, finite-lived | $ 7,692 | |||||
May 20, 2021 Acquisition ("Rynoh") | ||||||
Purchase consideration: | ||||||
Cash | $ 32,302 | |||||
Common stock consideration payable | 3,500 | |||||
Payable | 3,500 | |||||
Total purchase consideration: | 35,802 | |||||
Assets: | ||||||
Cash, cash equivalents and restricted cash | 408 | |||||
Current assets | 932 | |||||
Property and equipment | $ 334 | |||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 10 years | |||||
Intangible assets, finite-lived | $ 16,590 | |||||
Goodwill | 21,952 | |||||
Total assets acquired | 40,216 | |||||
Current liabilities | (409) | |||||
Deferred tax liabilities, net | (4,005) | |||||
Net assets acquired | $ 35,802 | |||||
May 20, 2021 Acquisition ("Rynoh") | Customer relationships | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 10 years | |||||
Intangible assets, finite-lived | $ 12,700 | |||||
May 20, 2021 Acquisition ("Rynoh") | Acquired technology | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 7 years | |||||
Intangible assets, finite-lived | $ 2,900 | |||||
May 20, 2021 Acquisition ("Rynoh") | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 20 years | |||||
Intangible assets, finite-lived | $ 900 | |||||
May 20, 2021 Acquisition ("Rynoh") | Non-competition agreements | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 1 year | |||||
Intangible assets, finite-lived | $ 90 | |||||
September 9, 2021 Acquisition ("AHP") | ||||||
Purchase consideration: | ||||||
Cash | $ 43,750 | |||||
Common stock consideration payable | 2,500 | |||||
Payable | 2,500 | |||||
Total purchase consideration: | 46,250 | |||||
Assets: | ||||||
Cash, cash equivalents and restricted cash | 5,078 | |||||
Current assets | 9,761 | |||||
Property and equipment | $ 17 | |||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 7 years | |||||
Intangible assets, finite-lived | $ 2,742 | |||||
Goodwill | 43,095 | |||||
Other non-current assets | 25 | |||||
Total assets acquired | 60,718 | |||||
Current liabilities | (14,389) | |||||
Long-term liabilities | (79) | |||||
Net assets acquired | $ 46,250 | |||||
September 9, 2021 Acquisition ("AHP") | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 10 years | |||||
Intangible assets, finite-lived | $ 700 | |||||
September 9, 2021 Acquisition ("AHP") | Renewal rights | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 6 years | |||||
Intangible assets, finite-lived | $ 2,042 | |||||
Other Acquisitions | ||||||
Purchase consideration: | ||||||
Cash | $ 25,321 | |||||
Issuance of common stock | 3,106 | |||||
Contingent consideration - liability-classified | 327 | |||||
Total purchase consideration: | 28,754 | |||||
Assets: | ||||||
Cash, cash equivalents and restricted cash | 1,106 | |||||
Current assets | 1,579 | |||||
Property and equipment | 80 | |||||
Intangible assets: | ||||||
Goodwill | 13,582 | |||||
Other non-current assets | 1,000 | |||||
Total assets acquired | 32,432 | |||||
Current liabilities | (2,252) | |||||
Long-term liabilities | (1,000) | |||||
Deferred tax liabilities, net | (426) | |||||
Net assets acquired | 28,754 | |||||
Other Acquisitions | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 8,900 | |||||
Other Acquisitions | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 970 | |||||
Other Acquisitions | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 5,160 | |||||
Other Acquisitions | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | $ 55 | |||||
Total Acquisition | ||||||
Business Combinations | ||||||
Number of business combination transactions | item | 4 | |||||
Purchase consideration: | ||||||
Cash | $ 204,074 | |||||
Issuance of common stock | 24,793 | |||||
Common stock consideration payable | 9,014 | |||||
Contingent consideration - equity-classified | 6,685 | |||||
Contingent consideration - liability-classified | 1,737 | |||||
Total purchase consideration: | 246,303 | |||||
Assets: | ||||||
Cash, cash equivalents and restricted cash | 25,393 | |||||
Current assets | 252,880 | |||||
Property and equipment | 3,694 | |||||
Intangible assets: | ||||||
Goodwill | 142,750 | |||||
Other non-current assets | 56,190 | |||||
Total assets acquired | 563,716 | |||||
Current liabilities | (297,197) | |||||
Long-term liabilities | (12,018) | |||||
Deferred tax liabilities, net | (8,198) | |||||
Net assets acquired | 246,303 | |||||
Total Acquisition | Insurance licenses | ||||||
Intangible assets: | ||||||
Intangible assets, indefinite | 4,960 | |||||
Total Acquisition | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 39,950 | |||||
Total Acquisition | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 7,395 | |||||
Total Acquisition | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 20,185 | |||||
Total Acquisition | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 185 | |||||
Total Acquisition | Value of business acquired | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | 400 | |||||
Total Acquisition | Renewal rights | ||||||
Intangible assets: | ||||||
Intangible assets, finite-lived | $ 9,734 |
Business Combinations - Acquisi
Business Combinations - Acquisitions (Details) $ in Thousands | Sep. 09, 2021USD ($) | May 20, 2021USD ($) | Apr. 05, 2021USD ($) | Jan. 12, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)item | Sep. 30, 2020USD ($) | Dec. 31, 2020 |
Business Combinations | |||||||||
Contingent consideration | $ 624 | $ 624 | |||||||
Unaudited Pro Forma Consolidated Financial Information | |||||||||
Revenue | 62,769 | $ 40,762 | 160,379 | $ 109,599 | |||||
Net loss | (5,099) | $ (41,820) | (84,516) | $ (69,428) | |||||
General and administrative | |||||||||
Business Combinations | |||||||||
Acquisition related costs | 5,400 | ||||||||
January 12, 2021 Acquisition ("V12 Data") | |||||||||
Business Combinations | |||||||||
Cash paid in business acquisition | $ 20,346 | ||||||||
Total consideration | 21,756 | ||||||||
Contingent consideration | $ 1,400 | ||||||||
Contingent consideration earnout period | 2 years | ||||||||
Net assets acquired | $ 21,756 | ||||||||
Estimated fair value | $ 1,410 | ||||||||
Estimated Useful Life (in years) | 7 years 7 months 6 days | ||||||||
Fair value of the intangible assets as of the date of the acquisition | |||||||||
Fair Value | $ 6,440 | ||||||||
January 12, 2021 Acquisition ("V12 Data") | General and administrative | |||||||||
Business Combinations | |||||||||
Acquisition related costs | 274 | ||||||||
April 5, 2021 Acquisition ("HOA") | |||||||||
Business Combinations | |||||||||
Cash paid in business acquisition | $ 82,355 | ||||||||
Total consideration | 113,741 | ||||||||
Issuance of common stock | 21,687 | ||||||||
Net assets acquired | 113,741 | ||||||||
Acquisition hold backs | $ 9,700 | ||||||||
Consideration transferred, working capital adjustment | 300 | ||||||||
Estimated Useful Life (in years) | 9 years 6 months | ||||||||
April 5, 2021 Acquisition ("HOA") | General and administrative | |||||||||
Business Combinations | |||||||||
Acquisition related costs | 2,900 | ||||||||
May 20, 2021 Acquisition ("Rynoh") | |||||||||
Business Combinations | |||||||||
Cash paid in business acquisition | $ 32,302 | ||||||||
Total consideration | 35,802 | ||||||||
Net assets acquired | 35,802 | ||||||||
Acquisition hold backs | $ 3,500 | ||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
May 20, 2021 Acquisition ("Rynoh") | General and administrative | |||||||||
Business Combinations | |||||||||
Acquisition related costs | 1,600 | ||||||||
September 9, 2021 Acquisition ("AHP") | |||||||||
Business Combinations | |||||||||
Cash paid in business acquisition | $ 43,750 | ||||||||
Total consideration | 46,250 | ||||||||
Net assets acquired | 46,250 | ||||||||
Acquisition hold backs | $ 2,500 | ||||||||
Estimated Useful Life (in years) | 7 years | ||||||||
September 9, 2021 Acquisition ("AHP") | General and administrative | |||||||||
Business Combinations | |||||||||
Acquisition related costs | 300 | ||||||||
Other Acquisitions | |||||||||
Business Combinations | |||||||||
Cash paid in business acquisition | 25,321 | ||||||||
Total consideration | 28,754 | ||||||||
Issuance of common stock | 3,106 | ||||||||
Net assets acquired | 28,754 | 28,754 | |||||||
Estimated fair value | 327 | ||||||||
Goodwill to be not deductible for income tax purposes | 3,600 | 3,600 | |||||||
Goodwill to be deductible for income tax purposes | 10,000 | 10,000 | |||||||
Other Acquisitions | General and administrative | |||||||||
Business Combinations | |||||||||
Acquisition related costs | 300 | ||||||||
Total Acquisition | |||||||||
Business Combinations | |||||||||
Cash paid in business acquisition | 204,074 | ||||||||
Total consideration | 246,303 | ||||||||
Issuance of common stock | 24,793 | ||||||||
Net assets acquired | $ 246,303 | 246,303 | |||||||
Estimated fair value | $ 1,737 | ||||||||
Number of acquisitions | item | 4 | ||||||||
Revenue | $ 55,300 | ||||||||
Net income | $ 1,200 | ||||||||
Customer relationships | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
Fair value of the intangible assets as of the date of the acquisition | |||||||||
Estimated Useful Life (in years) | 9 years | 7 years | |||||||
Customer relationships | January 12, 2021 Acquisition ("V12 Data") | |||||||||
Fair value of the intangible assets as of the date of the acquisition | |||||||||
Fair Value | $ 1,650 | ||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
Customer relationships | April 5, 2021 Acquisition ("HOA") | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
Customer relationships | May 20, 2021 Acquisition ("Rynoh") | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
Acquired technology | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 5 years | ||||||||
Fair value of the intangible assets as of the date of the acquisition | |||||||||
Estimated Useful Life (in years) | 6 years | 6 years | |||||||
Acquired technology | January 12, 2021 Acquisition ("V12 Data") | |||||||||
Fair value of the intangible assets as of the date of the acquisition | |||||||||
Fair Value | $ 3,525 | ||||||||
Estimated Useful Life (in years) | 4 years | ||||||||
Acquired technology | May 20, 2021 Acquisition ("Rynoh") | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 7 years | ||||||||
Trademarks and tradenames | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 11 years | ||||||||
Fair value of the intangible assets as of the date of the acquisition | |||||||||
Estimated Useful Life (in years) | 9 years | 9 years | |||||||
Trademarks and tradenames | January 12, 2021 Acquisition ("V12 Data") | |||||||||
Fair value of the intangible assets as of the date of the acquisition | |||||||||
Fair Value | $ 1,225 | ||||||||
Estimated Useful Life (in years) | 15 years | ||||||||
Trademarks and tradenames | April 5, 2021 Acquisition ("HOA") | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
Trademarks and tradenames | May 20, 2021 Acquisition ("Rynoh") | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 20 years | ||||||||
Trademarks and tradenames | September 9, 2021 Acquisition ("AHP") | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
Non-competition agreements | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 2 years | ||||||||
Fair value of the intangible assets as of the date of the acquisition | |||||||||
Estimated Useful Life (in years) | 2 years | 2 years | |||||||
Non-competition agreements | January 12, 2021 Acquisition ("V12 Data") | |||||||||
Fair value of the intangible assets as of the date of the acquisition | |||||||||
Fair Value | $ 40 | ||||||||
Estimated Useful Life (in years) | 2 years | ||||||||
Non-competition agreements | May 20, 2021 Acquisition ("Rynoh") | |||||||||
Business Combinations | |||||||||
Estimated Useful Life (in years) | 1 year |
Business Combinations - Fair va
Business Combinations - Fair value of intangible assets (Details) - USD ($) $ in Thousands | Sep. 09, 2021 | May 20, 2021 | Apr. 05, 2021 | Jan. 12, 2021 | Sep. 30, 2021 |
January 12, 2021 Acquisition ("V12 Data") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 7 years 7 months 6 days | ||||
Fair Value | $ 6,440 | ||||
April 5, 2021 Acquisition ("HOA") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 9 years 6 months | ||||
Intangible assets, finite-lived | $ 41,952 | ||||
Insurance Licenses | $ 4,960 | ||||
May 20, 2021 Acquisition ("Rynoh") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 10 years | ||||
Intangible assets, finite-lived | $ 16,590 | ||||
September 9, 2021 Acquisition ("AHP") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 7 years | ||||
Intangible assets, finite-lived | $ 2,742 | ||||
Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 10 years | ||||
Customer relationships | January 12, 2021 Acquisition ("V12 Data") | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | 1,650 | ||||
Fair Value | 1,650 | ||||
Customer relationships | April 5, 2021 Acquisition ("HOA") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 10 years | ||||
Intangible assets, finite-lived | $ 16,700 | ||||
Customer relationships | May 20, 2021 Acquisition ("Rynoh") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 10 years | ||||
Intangible assets, finite-lived | $ 12,700 | ||||
Customer relationships | Other Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 8,900 | ||||
Customer relationships | Total Acquisition | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 39,950 | ||||
Acquired technology | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 5 years | ||||
Acquired technology | January 12, 2021 Acquisition ("V12 Data") | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | 3,525 | ||||
Fair Value | 3,525 | ||||
Acquired technology | May 20, 2021 Acquisition ("Rynoh") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 7 years | ||||
Intangible assets, finite-lived | $ 2,900 | ||||
Acquired technology | Other Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 970 | ||||
Acquired technology | Total Acquisition | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 7,395 | ||||
Trademarks and tradenames | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 11 years | ||||
Trademarks and tradenames | January 12, 2021 Acquisition ("V12 Data") | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | 1,225 | ||||
Fair Value | 1,225 | ||||
Trademarks and tradenames | April 5, 2021 Acquisition ("HOA") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 10 years | ||||
Intangible assets, finite-lived | $ 12,200 | ||||
Trademarks and tradenames | May 20, 2021 Acquisition ("Rynoh") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 20 years | ||||
Intangible assets, finite-lived | $ 900 | ||||
Trademarks and tradenames | September 9, 2021 Acquisition ("AHP") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 10 years | ||||
Intangible assets, finite-lived | $ 700 | ||||
Trademarks and tradenames | Other Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 5,160 | ||||
Trademarks and tradenames | Total Acquisition | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 20,185 | ||||
Non-competition agreements | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 2 years | ||||
Non-competition agreements | January 12, 2021 Acquisition ("V12 Data") | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | 40 | ||||
Fair Value | $ 40 | ||||
Non-competition agreements | May 20, 2021 Acquisition ("Rynoh") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 1 year | ||||
Intangible assets, finite-lived | $ 90 | ||||
Non-competition agreements | Other Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 55 | ||||
Non-competition agreements | Total Acquisition | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 185 | ||||
Value of business acquired | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 1 year | ||||
Value of business acquired | April 5, 2021 Acquisition ("HOA") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 1 year | ||||
Intangible assets, finite-lived | $ 400 | ||||
Value of business acquired | Total Acquisition | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 400 | ||||
Renewal rights | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 8 years | ||||
Renewal rights | April 5, 2021 Acquisition ("HOA") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 8 years | ||||
Intangible assets, finite-lived | $ 7,692 | ||||
Renewal rights | September 9, 2021 Acquisition ("AHP") | |||||
Business Acquisition [Line Items] | |||||
Estimated Useful Life (in years) | 6 years | ||||
Intangible assets, finite-lived | $ 2,042 | ||||
Renewal rights | Total Acquisition | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 9,734 | ||||
Insurance licenses | April 5, 2021 Acquisition ("HOA") | |||||
Business Acquisition [Line Items] | |||||
Insurance Licenses | $ 4,960 | ||||
Insurance licenses | Total Acquisition | |||||
Business Acquisition [Line Items] | |||||
Insurance Licenses | $ 4,960 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Homeowners of America Insurance Company $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Minimum capital stock to be maintained | $ 2,500 |
Minimum surplus to be maintained | 2,500 |
Restricted cash and investments | $ 314 |
Minimum percentage of statutory surplus | 10.00% |
Dividends | $ 0 |
Segment Information - Revenue (
Segment Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 62,769 | $ 21,507 | $ 140,852 | $ 53,703 |
Revenue from divested business | 3,800 | 4,196 | 3,800 | 4,196 |
Vertical Software | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 42,287 | 20,226 | 101,629 | 46,975 |
Insurance | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 20,482 | $ 1,281 | $ 39,223 | $ 2,602 |
Segment Information - Consolida
Segment Information - Consolidated Financial Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021segment | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total segment adjusted EBITDA (loss) | $ 873 | $ (1,435) | $ (18,646) | $ (14,299) | |
Number of operating segments | segment | 2 | ||||
No of reportable segments | segment | 1 | 2 | |||
Reconciling items: | |||||
Depreciation and amortization | $ (4,431) | (3,104) | (10,787) | (5,021) | |
Non-cash stock-based compensation | (5,884) | (507) | (29,249) | (1,239) | |
Non-cash bonus expense | (695) | (1,378) | |||
Acquisition and related (Income) expense | (1,958) | 1,537 | (4,648) | 386 | |
Non-cash long-lived asset impairment charge | (76) | (239) | (216) | (540) | |
Revaluation of contingent consideration | (195) | (100) | 380 | (1,500) | |
Investment income and realized gains | (248) | (448) | |||
Operating loss | (12,614) | (3,848) | (64,992) | (22,213) | |
Acquisition and related (income) expense of non-cash stock based compensation related to legacy acquisitions. | 112 | 302 | |||
Vertical Software | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total segment adjusted EBITDA (loss) | 7,712 | 7,673 | 19,041 | 15,875 | |
Insurance | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total segment adjusted EBITDA (loss) | 5,473 | 313 | 3,067 | (62) | |
Corporate and other | Corporate | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total segment adjusted EBITDA (loss) | $ (12,312) | $ (9,421) | $ (40,754) | (30,272) | |
Divested Businesses | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total segment adjusted EBITDA (loss) | $ 160 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Basic | $ (5,099) | $ (8,923) | $ (86,497) | $ (33,548) |
Adjustments for change in fair value of warrant liability | (2,692) | |||
Diluted | $ (7,791) | $ (8,923) | $ (86,497) | $ (33,548) |
Denominator: | ||||
Basic | 96,839,292 | 35,809,973 | 92,544,137 | 35,294,839 |
Dilutive effect of warrants | 706,650 | |||
Diluted | 97,545,942 | 35,809,973 | 92,544,137 | 35,294,839 |
Net loss attributable per share to common stockholders: | ||||
Loss per share - basic | $ (0.05) | $ (0.25) | $ (0.93) | $ (0.95) |
Loss per share - diluted | $ (0.08) | $ (0.25) | $ (0.93) | $ (0.95) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Computation of diluted net loss per antidilutive (Details) - $ / shares | Sep. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 15, 2021 |
Basic and Diluted Net Loss Per Share | ||||||
Conversion price (per unit) | $ 37.74 | $ 25 | ||||
Potentially dilutive shares | 11,261,261 | |||||
Stock options | ||||||
Basic and Diluted Net Loss Per Share | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,131,615 | 7,916,924 | 5,131,615 | 7,916,924 | ||
Restricted stock units and awards | ||||||
Basic and Diluted Net Loss Per Share | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 984,135 | 2,144,819 | 984,135 | 2,144,819 | ||
Legacy Porch warrants | ||||||
Basic and Diluted Net Loss Per Share | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,343,451 | 3,343,451 | ||||
Public and private warrants | ||||||
Basic and Diluted Net Loss Per Share | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,821,951 | |||||
Earnout shares | ||||||
Basic and Diluted Net Loss Per Share | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,099,999 | 4,099,999 | ||||
Convertible debt | ||||||
Basic and Diluted Net Loss Per Share | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 16,998,130 | 1,856,353 | 16,998,130 | 1,856,353 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 05, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Sep. 10, 2021 |
Subsequent Events | |||||
Shares reserved for issuance | 10,015,157 | ||||
Revolving Line of Credit | |||||
Subsequent Events | |||||
Repayment of debt | $ 4 | ||||
2020 Equity Plan | |||||
Subsequent Events | |||||
Authorized amount | $ 25.1 | ||||
Subsequent Events | Revolving Line of Credit | |||||
Subsequent Events | |||||
Repayment of debt | $ 4 | ||||
Subsequent Events | Restricted stock units | |||||
Subsequent Events | |||||
Shares reserved for issuance amount | $ 0.1 | ||||
RSUs (in shares) | 1,200,000 | 1,200,000 | |||
Average grant date fair value | $ 18.72 | $ 18.72 | |||
Vesting period | 3 years | 3 years | |||
Subsequent Events | Floify | |||||
Subsequent Events | |||||
Total consideration | $ 86.5 | ||||
Cash paid in business acquisition | 76.5 | ||||
Issuance of common stock | $ 10 |