Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
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 | 411 1st Avenue S. | |
Entity Address, Address Line Two | Suite 501 | |
Entity Address, City or Town | Seattle | |
Entity Address State Or Province | WA | |
Entity Address, Postal Zip Code | 98104 | |
City Area Code | 855 | |
Local Phone Number | 767-2400 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | PRCH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,136,900 | |
Entity Central Index Key | 0001784535 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Former Address | ||
Document and Entity Information | ||
Entity Address, Address Line One | 2200 1st Avenue S. | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Seattle | |
Entity Address State Or Province | WA | |
Entity Address, Postal Zip Code | 98134 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 292,373 | $ 315,741 |
Accounts receivable, net | 29,996 | 28,767 |
Short-term investments | 8,462 | 9,251 |
Reinsurance balance due | 239,739 | 228,416 |
Prepaid expenses and other current assets | 21,087 | 14,338 |
Restricted cash | 10,162 | 8,551 |
Total current assets | 601,819 | 605,064 |
Property, equipment, and software, net | 8,340 | 6,666 |
Operating lease right-of-use assets | 3,922 | 4,504 |
Goodwill | 226,576 | 225,654 |
Long-term investments | 56,865 | 58,324 |
Intangible assets, net | 124,306 | 129,830 |
Restricted cash, non-current | 500 | 500 |
Long-term insurance commissions receivable | 9,061 | 7,521 |
Other assets | 5,373 | 684 |
Total assets | 1,036,762 | 1,038,747 |
Current liabilities | ||
Accounts payable | 8,016 | 6,965 |
Accrued expenses and other current liabilities | 35,029 | 37,675 |
Deferred revenue | 198,857 | 201,085 |
Refundable customer deposit | 16,686 | 15,274 |
Current portion of long-term debt | 150 | 150 |
Losses and loss adjustment expense reserves | 79,608 | 61,949 |
Other insurance liabilities, current | 43,049 | 40,024 |
Total current liabilities | 381,395 | 363,122 |
Long-term debt | 415,002 | 414,585 |
Operating lease liabilities, non-current | 2,267 | 2,694 |
Earnout liability, at fair value | 2,687 | 13,866 |
Private warrant liability, at fair value | 5,004 | 15,193 |
Other liabilities (includes $12,822 and $9,617 at fair value, respectively) | 15,528 | 12,242 |
Total liabilities | 821,883 | 821,702 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value: Authorized shares - 400,000,000 and 400,000,000, respectively Issued and outstanding shares - 98,297,186 and 97,961,597, respectively | 10 | 10 |
Additional paid-in capital | 647,551 | 641,406 |
Accumulated other comprehensive loss | (2,774) | (259) |
Accumulated deficit | (429,908) | (424,112) |
Total stockholders' equity | 214,879 | 217,045 |
Total liabilities and stockholders' equity | $ 1,036,762 | $ 1,038,747 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets | ||
Other liabilities | $ 12,822 | $ 9,617 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 98,297,186 | 97,961,597 |
Common stock, shares outstanding | 98,297,186 | 97,961,597 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Condensed Consolidated Statements of Operations | ||
Revenue | $ 62,561 | $ 26,742 |
Operating expenses(1): | ||
Cost of revenue | 21,189 | 5,930 |
Selling and marketing | 25,743 | 14,638 |
Product and technology | 14,231 | 11,789 |
General and administrative | 26,699 | 24,016 |
Total operating expenses | 87,862 | 56,373 |
Operating loss | (25,301) | (29,631) |
Other income (expense): | ||
Interest expense | (2,293) | (1,223) |
Change in fair value of earnout liability | 11,179 | (18,770) |
Change in fair value of private warrant liability | 10,189 | (15,910) |
Investment income and realized gains, net of investment expenses | 197 | |
Other income, net | 56 | 83 |
Total other income (expense) | 19,328 | (35,820) |
Loss before income taxes | (5,973) | (65,451) |
Income tax benefit | 177 | 350 |
Net loss | (5,796) | (65,101) |
Net loss attributable to common stockholders | $ (5,796) | $ (65,101) |
Net loss attributable per share to common stockholders: | ||
Loss per share - basic (in dollars per share) | $ (0.06) | $ (0.76) |
Loss per share - diluted (in dollars per share) | $ (0.06) | $ (0.76) |
Weighted-average shares used in computing net loss attributable per share to common stockholders: | ||
Shares used in computing basic loss per share | 96,074,527 | 85,331,575 |
Shares used in computing diluted loss per share | 96,074,527 | 85,331,575 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock based compensation expense | $ 5,854 | $ 16,835 |
Cost of revenue. | ||
Stock based compensation expense | 1 | |
Selling and marketing | ||
Stock based compensation expense | 632 | 2,082 |
Product and technology | ||
Stock based compensation expense | 1,137 | 2,317 |
General and administrative | ||
Stock based compensation expense | $ 4,085 | $ 12,435 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (5,796) | $ (65,101) |
Other comprehensive loss: | ||
Current period change in net unrealized loss, net of tax | (2,515) | |
Comprehensive loss | $ (8,311) | $ (65,101) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
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 awards (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, 2021 | $ 10 | 641,406 | (424,112) | $ (259) | 217,045 |
Beginning Balance (in shares) at Dec. 31, 2021 | 97,961,597 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (5,796) | (5,796) | |||
Other comprehensive income | (2,515) | (2,515) | |||
Stock-based compensation | 5,854 | 5,854 | |||
Contingent consideration for acquisitions | 530 | 530 | |||
Vesting of restricted stock awards (in shares) | 245,855 | ||||
Exercise of stock options | 473 | 473 | |||
Exercise of stock options (in shares) | 185,685 | ||||
Income tax withholdings | (712) | (712) | |||
Income tax withholdings (in shares) | (95,951) | ||||
Ending Balance at Mar. 31, 2022 | $ 10 | $ 647,551 | $ (429,908) | $ (2,774) | $ 214,879 |
Ending Balance (in shares) at Mar. 31, 2022 | 98,297,186 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (5,796) | $ (65,101) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 6,483 | 2,463 |
Amortization of operating lease right-of-use assets | 582 | 345 |
Loss on sale and impairment of long-lived assets | 70 | 68 |
Loss (gain) on remeasurement of private warrant liability | (10,189) | 15,910 |
Loss (gain) on remeasurement of contingent consideration | 3,205 | (355) |
Loss (gain) on remeasurement of earnout liability | (11,179) | 18,770 |
Stock-based compensation | 5,854 | 16,835 |
Amortization of investment premium/accretion of discount, net | 566 | |
Net realized losses on investments | 68 | |
Interest expense (non-cash) | 1,046 | 311 |
Other | 64 | |
Other | (225) | |
Change in operating assets and liabilities, net of acquisitions and divestitures | ||
Accounts receivable | (1,296) | (846) |
Reinsurance balance due | (11,323) | |
Prepaid expenses and other current assets | (6,749) | 441 |
Accounts payable | 1,051 | (8,090) |
Accrued expenses and other current liabilities | (3,145) | 2,625 |
Losses and loss adjustment expense reserves | 17,659 | |
Other insurance liabilities, current | 3,025 | |
Deferred revenue | (2,228) | (1,362) |
Refundable customer deposits | 1,412 | (837) |
Contingent consideration - business combination | (1,663) | |
Long-term insurance commissions receivable | (1,540) | (1,383) |
Operating lease liabilities, non-current | (235) | (354) |
Other | (696) | (487) |
Net cash used in operating activities | (13,291) | (22,935) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,167) | (34) |
Capitalized internal use software development costs | (1,574) | (798) |
Purchases of short-term and long-term investments | (8,835) | |
Maturities, sales of short-term and long-term investments | 8,449 | |
Non-refundable deposit for acquisition | (4,950) | |
Acquisitions, net of cash acquired | (22,882) | |
Net cash used in investing activities | (8,077) | (23,714) |
Cash flows from financing activities: | ||
Repayments of principal and related fees | (150) | (150) |
Proceeds from exercises of warrants | 89,771 | |
Proceeds from exercises of stock options | 473 | 355 |
Income tax withholdings | (712) | (16,997) |
Settlement of contingent consideration related to a business acquisition | (400) | |
Net cash (used) provided by financing activities | (389) | 72,579 |
Net change in cash, cash equivalents, and restricted cash | (21,757) | 25,930 |
Cash, cash equivalents, and restricted cash, beginning of period | 324,792 | 207,453 |
Cash, cash equivalents, and restricted cash end of period | 303,035 | 233,383 |
Supplemental disclosures | ||
Cash paid for interest | $ 1,587 | 903 |
Non-cash consideration for acquisitions | 2,906 | |
Earnout liability | 25,815 | |
Proceeds receivable from exercises of warrants | $ 3,237 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 over 25,500 home services companies. The Vertical Software Segment provides software and services to home services companies, such as home inspectors, mortgage companies and loan officers, title companies, moving companies, real estate agencies, utility companies, and others, and the Insurance Segment operates both as an insurance carrier underwriting home insurance policies, and as an agent selling home and auto insurance for over 20 major and regional insurance companies. The Insurance Segment also includes Porch’s warranty service offering. Porch helps home 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. 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 for the fiscal year ended December 31, 2021, filed with the SEC on March 16, 2022. The information as of December 31, 2021 included in the unaudited condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (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, and cash flows for the periods and dates presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other interim period or future year. Comprehensive Loss Comprehensive loss consists of adjustments related to unrealized gains and losses on available-for-sale securities. Reclassifications Certain reclassifications to previously reported 2021 balances were made to conform to the current period presentation in the unaudited condensed consolidated statements of cash flows. 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 unaudited 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, estimated lifetime value of the commissions, current estimate for credit losses, depreciable lives for property and equipment, the valuation of and useful lives for acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation expense, unpaid losses for insurance claims 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 carrier 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 counterparties. Two reinsurers represented more than 10% individually, and 38% in aggregate, of the Company’s insurance subsidiary’s total reinsurance receivables as of March 31, 2022. Substantially all of the Company’s insurance-related revenues in the Insurance segment are derived from customers in Texas (which represent approximately 57% of such revenues in the three months ended March 31, 2022), South Carolina, North Carolina, Georgia, Virginia and Arizona, which could be adversely affected by economic conditions, an increase in competition, or environmental impacts and changes. No individual customer represented more than 10% of the Company’s total revenue for the three months ended March 31, 2022, or 2021. As of March 31, 2022 and December 31, 2021, no individual customer accounted for 10% or more of the Company’s total accounts receivable. As of March 31, 2022, the Company held approximately $233.4 million of cash with one U.S. commercial bank. 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 March 31, 2022 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, $7.1 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in twenty five twenty five The reconciliation of cash and cash equivalents to amounts presented in the unaudited condensed consolidated statements of cash flows are as follows: March 31, 2022 December 31, 2021 Cash and cash equivalents $ 292,373 $ 315,741 Restricted cash and restricted cash equivalents - current 10,162 8,551 Restricted cash and restricted cash equivalents - non-current 500 500 Cash, cash equivalents and restricted cash $ 303,035 $ 324,792 Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable consist principally of amounts due from enterprise customers and other corporate partnerships, as well as credit card receivables. The Company estimates allowances for uncollectible receivables based on the creditworthiness 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 at March 31, 2022 and December 31, 2021, was $0.5 million and $0.4 million, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. The Company records the amount of renewal insurance commissions expected to be collected in the next twelve months as current accounts receivable. Deferred Policy Acquisition Costs The Company capitalizes deferred policy acquisitions costs (“DAC”) which consist primarily of commissions, premium taxes and policy underwriting and production expenses that are directly related to the successful acquisition by the Company’s insurance subsidiary 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, which is generally one year. The amortization of DAC is included in sales and marketing expense in the unaudited condensed consolidated statements of operations and comprehensive loss. DAC is also reduced by ceding commissions paid by reinsurance companies 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 March 31, 2022 and December 31, 2021, DAC of $7.7 million and $4.0 million is included in prepaid expenses and other current assets. Changes in DAC for the three months ended March 31, 2022 are as follows: 2022 Deferred policy acquisition costs at December 31, 2021 (gross) $ 33,014 Ceded deferred policy acquisition costs (29,026) Deferred policy acquisition costs at December 31, 2021 (net) 3,988 Capitalized costs 16,753 Amortized costs (13,001) Deferred policy acquisition costs at March 31, 2022 (net) $ 7,740 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. Other Insurance Liabilities, Current The following table details the components of other insurance liabilities, current on the condensed consolidated balance sheets: March 31, 2022 December 31, 2021 Ceded reinsurance premiums payable $ 21,439 $ 22,523 Funds held under reinsurance treaty 2,092 2,206 Commissions payable, reinsurers and agents 9,259 10,697 General and accrued expenses payable 579 321 Advance premiums 9,680 4,277 Other insurance liabilities, current $ 43,049 $ 40,024 Income Taxes Provisions for income taxes for the three months ended March 31, 2022 and 2021 were a $0.2 million benefit and a $0.4 million benefit, respectively, and the effective tax rates for these periods were 2.96% and 0.53%, respectively. The difference between the Company’s effective tax rates for the 2022 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. 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 tax assets. Recently Adopted Accounting Standards 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 date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company early adopted this ASU as of January 1, 2022 and will apply the guidance prospectively for business combinations that occur after the adoption date. Therefore, the adoption will have no impact to the existing consolidated balance sheets, statements of operations, and statements of cash flows. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue | |
Revenue | 2. Revenue Disaggregation of Revenue The Company generates revenue in its Vertical Software segment from (1) software and service subscription fees received for continued access to and transactions processed using owned software platforms by individual contractors, small business service providers and large enterprise service providers, (2) move-related transactions for a variety of services when end customers are connected with service providers primarily related to moving or settling into a new home, and (3) post-move transactions for the delivery of leads to service providers who primarily support the continued maintenance of the home. The revenue generated by the Company’s Insurance segment is primarily from the sale of its own written insurance and warranty policies or third-party policies via its agency. This revenue includes insurance and warranty premiums earned over the life of the policy, reinsurance profit share, policy fees, commissions earned at the time it is put in force or ceded. Total revenues consisted of the following: Three Months Ended March 31, 2022 2021 Vertical Software segment Software and service subscriptions $ 17,965 $ 10,879 Move-related transactions (excluding insurance) 12,193 8,960 Post-move transactions 4,530 5,098 Total Vertical Software segment revenue 34,688 24,937 Insurance segment Insurance and warranty premiums, commissions and policy fees (1) 27,873 1,805 Total Insurance segment revenue 27,873 1,805 Total revenue $ 62,561 $ 26,742 (1) Contracts with Customers Contract Assets - Insurance Commissions Receivable A summary of the activity impacting the contract assets during the three months ended March 31, 2022, is presented below: Contract Assets Balance at December 31, 2021 $ 9,384 Estimated lifetime value of insurance policies sold by carriers 2,422 Cash receipts (753) Balance at March 31, 2022 $ 11,053 As of March 31, 2022, $2.0 million 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 $9.1 million 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 A summary of the activity impacting the contract liabilities during the three months ended March 31, 2022 is presented below: Contract Liabilities Balance at December 31, 2021 15,274 Additions to contract liabilities 7,891 Contract liabilities transferred to revenue (6,479) Balance at March 31, 2022 $ 16,686 As of March 31, 2022, $16.7 million in contract liabilities related to refundable customer deposits received in advance of warranty services provided, are included in current refundable customer deposits on the consolidated balance sheets because the policyholder may cancel the policy at any time and receive a pro-rated refund. If the policies are not canceled, the balance is expected to be transferred to revenue over the term of the policies, which is, on average, 19 months. Deferred Revenue Timing may differ between the satisfaction of performance obligations and the 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 are 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 three months ended March 31, 2022 is presented below: Vertical Software Insurance Total Deferred Revenue Deferred Revenue Deferred Revenue Balance at December 31, 2021 3,814 $ 197,271 $ 201,085 Revenue recognized (1) (5,279) (91,994) (97,273) Additional amounts deferred 5,722 89,323 95,045 Balance at March 31, 2022 $ 4,257 $ 194,600 $ 198,857 (1) In the table above, revenue recognized on earned premiums related to the insurance segment is presented as the gross amount from policy holders excluding the impact of ceded premiums. On the unaudited condensed statements of operations earned premiums are presented net of ceded premiums of $71.7 million . Remaining Performance Obligations Contracts with customers include $4.3 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 March 31, 2022 and December 31, 2021. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Investments | |
Investments | 3. Investments The following table provides the Company’s investment income, and realized gains on investments: Three Months Ended March 31, 2022 Investment income, net of investment expenses $ 265 Realized gains on investments 2 Realized losses on investments (70) Investment income and realized gains, net of investment expenses $ 197 The Company did not have significant investment income during the three months ended March 31, 2021. The following table provides the amortized cost, fair value and unrealized gains and (losses) of the Company’s investment securities: March 31, 2022 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasuries $ 3,653 $ 1 $ (135) $ 3,519 Obligations of states, municipalities and political subdivisions 9,997 — (584) 9,413 Corporate bonds 30,283 3 (1,234) 29,052 Residential and commercial mortgage-backed securities 15,237 27 (617) 14,647 Other loan-backed and structured securities 8,931 2 (237) 8,696 Total debt securities $ 68,101 $ 33 $ (2,807) $ 65,327 December 31, 2021 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasuries $ 5,452 $ 1 $ (36) $ 5,417 Obligations of states, municipalities and political subdivisions 8,913 21 (84) 8,850 Corporate bonds 31,491 89 (155) 31,425 Residential and commercial mortgage-backed securities 14,387 34 (139) 14,282 Other loan-backed and structured securities 7,637 5 (41) 7,601 Total debt securities $ 67,880 $ 150 $ (455) $ 67,575 The amortized cost and fair value of securities at March 31, 2022, 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. March 31, 2022 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 6,425 $ 6,388 Due after one year through five years 20,771 19,914 Due after five years through ten years 13,700 12,820 Due after ten years 3,037 2,862 Residential and commercial mortgage-backed securities 15,237 14,647 Other loan-backed and structured securities 8,931 8,696 Total $ 68,101 $ 65,327 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, 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 March 31, 2022 Loss Value Loss Value Loss Value U.S. Treasuries $ (135) $ 3,204 $ — $ — $ (135) $ 3,204 Obligations of states, municipalities and political subdivisions (584) 9,361 — — (584) 9,361 Corporate bonds (1,234) 21,104 — — (1,234) 21,104 Residential and commercial mortgage-backed securities (617) 13,816 — — (617) 13,816 Other loan-backed and structured securities (237) 8,035 — — (237) 8,035 Total securities $ (2,807) $ 55,520 $ — $ — $ (2,807) $ 55,520 Less Than Twelve Months Twelve Months or Greater Total Gross Gross Gross Unrealized Fair Unrealized Fair Unrealized Fair At December 31, 2021 Loss Value Loss Value Loss Value U.S. Treasuries $ (36) $ 5,007 $ — $ — $ (36) $ 5,007 Obligations of states, municipalities and political subdivisions (84) 4,292 — — (84) 4,292 Corporate bonds (155) 15,446 — — (155) 15,446 Residential and commercial mortgage-backed securities (139) 9,687 — — (139) 9,687 Other loan-backed and structured securities (41) 6,818 — — (41) 6,818 Total securities $ (455) $ 41,250 $ — $ — $ (455) $ 41,250 At March 31, 2022, and December 31, 2021, there were 448 and 358 securities, respectively, in an unrealized loss position. Of these securities, none 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 March 31, 2022. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds $ 5,041 $ — $ — $ 5,041 Debt securities: U.S. Treasuries 3,519 — — 3,519 Obligations of states and municipalities — 9,413 — 9,413 Corporate bonds — 29,052 — 29,052 Residential and commercial mortgage-backed securities — 14,647 — 14,647 Other loan-backed and structured securities — 8,696 — 8,696 $ 8,560 $ 61,808 $ — $ 70,368 Liabilities Contingent consideration - business combinations $ — $ — $ 12,822 $ 12,822 Contingent consideration - earnout — — 2,687 2,687 Private warrant liability — — 5,004 5,004 $ — $ — $ 20,513 $ 20,513 Fair Value Measurement at December 31, 2021 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds 17,318 $ — $ — $ 17,318 Debt securities: U.S. Treasuries 5,417 — — 5,417 Obligations of states and municipalities — 8,850 — 8,850 Corporate bonds — 31,425 — 31,425 Residential and commercial mortgage-backed securities — 14,282 — 14,282 Other loan-backed and structured securities — 7,601 — 7,601 $ 22,735 $ 62,158 $ — $ 84,893 Liabilities Contingent consideration - business combinations $ — $ — $ 9,617 $ 9,617 Contingent consideration - earnout — — 13,866 13,866 Private warrant liability — — 15,193 15,193 $ — $ — $ 38,676 $ 38,676 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 between Level 1 and Level 2. Contingent Consideration – Business Combinations The Company estimated the fair value of the business combination contingent consideration triggered by EBITDA or revenue milestones, related to certain 2021 acquisitions using the Monte Carlo simulation method. The fair value of $0.1 million and $0.3 million as of March 31, 2022 and December 31, 2021, respectively, is based on the simulated revenue and net income (loss) of the Company over the maturity date of the contingent consideration. The Company estimated the fair value of the business combination contingent consideration that is triggered by stock price milestones, related to a certain 2021 acquisition, 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 March 31, 2022, the key inputs used to determine the fair value of $12.7 million, were the stock price of $6.95, strike price of $36.00, discount rate of 8.2% and volatility of 75%. As of December 31, 2021, the key inputs used in the determination of the fair value of $9.3 million included the volume weighted average price of $16.37, strike price of $36.00, discount rate of 7% and volatility of 60%. Contingent Consideration - Earnout The Company estimated the fair value of the earnout contingent consideration using the Monte Carlo simulation method. The fair value of $2.7 million is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by certain employee forfeitures. As of March 31, 2022, the key inputs used to determine the fair value included exercise price of $22.00, volatility of 70%, forfeiture rate of 15% and stock price of $6.95. As of December 31, 2021, the key inputs used in the determination of the fair value included exercise price of $22.00, volatility of 65%, forfeiture rate of 15% and stock price of $15.59. Private Warrants The Company estimated the fair value of the private warrants of $5.0 million using the Black-Scholes-Merton option pricing model. As of March 31, 2022, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 71%, remaining contractual term of 3.73 years, and stock price of $6.95. As of December 31, 2021, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 60%, remaining contractual term of 3.98 years, and stock price of $15.59. Level 3 Rollforward 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, 2022 $ 13,866 $ 9,617 $ 15,193 Additions — — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) (11,179) 3,205 (10,189) Fair value as of March 31, 2022 $ 2,687 $ 12,822 $ 5,004 Contingent Contingent Consideration - Private Consideration - Business Warrant Earnout Combinations Liability Fair value as of January 1, 2021 $ 50,238 $ 3,549 $ 31,534 Additions — 1,737 — Settlements (25,815) (2,062) — Change in fair value, loss (gain) included in net loss (1) 18,770 (355) 15,910 Fair value as of March 31, 2021 $ 43,193 $ 2,869 $ 47,444 (1) 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 As of March 31, 2022 and December 31, 2021, the fair value of the convertible senior notes is $286.9 million and $400.4 million, respectively. The decrease of $113.5 million is primarily due to the decline in the stock price at March 31, 2022 as compared to December 31, 2021. The fair value of other debt approximates the unpaid principal balance and is considered a Level 3 measurement. See Note 7. |
Property, Equipment, and Softwa
Property, Equipment, and Software | 3 Months Ended |
Mar. 31, 2022 | |
Property, Equipment, and Software | |
Property, Equipment, and Software | 5. Property, Equipment, and Software Property, equipment, and software net, consists of the following: March 31, December 31, 2022 2021 Software and computer equipment $ 8,257 $ 7,287 Furniture, office equipment, and other 2,126 2,006 Internally developed software 14,221 13,102 Leasehold improvements 2,208 2,191 26,812 24,586 Less: Accumulated depreciation and amortization (18,472) (17,920) Property, equipment, and software, net $ 8,340 $ 6,666 Depreciation and amortization expense related to property, equipment, and software was $1.0 million and $1.1 million for the three months ended March 31, 2022 and 2021, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 9.0 $ 56,810 $ (8,658) $ 48,152 Acquired technology 5.0 48,135 (12,619) 35,516 Trademarks and tradenames 12.0 25,389 (3,194) 22,195 Non-compete agreements 2.0 450 (320) 130 Value of business acquired 1.0 400 (394) 6 Renewal rights 6.0 9,734 (1,137) 8,597 Trademarks and tradenames Indefinite 4,750 — 4,750 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 150,628 $ (26,322) $ 124,306 The aggregate amortization expense related to intangibles was $5.5 million and $1.3 million for the three months ended March 31, 2022 and 2021, respectively. Goodwill The following tables summarize the changes in the carrying amount of goodwill for the three months ended March 31, 2022: Goodwill Balance as of December 31, 2021 225,654 Purchase price adjustments 922 Balance as of March 31, 2022 $ 226,576 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Debt | 7. Debt At March 31, 2022, debt comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value Convertible senior notes, due 2026 $ 425,000 $ — $ (10,228) $ 414,772 Other notes 450 (70) — 380 $ 425,450 $ (70) $ (10,228) $ 415,152 Convertible Senior Notes Interest expense recognized related to the 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”) was approximately $1.4 million for the three months ended March 31, 2022, and comprised of contractual interest expense and amortization of debt issuance costs. |
Equity and Warrants
Equity and Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Equity and Warrants | |
Equity and Warrants | 8. Equity and Warrants Common Shares Outstanding and Common Stock Equivalents The following table summarizes the Company’s fully diluted capital structure: March 31, December 31, 2022 2021 Issued and outstanding common shares 96,247,186 95,911,597 Earnout common shares 2,050,000 2,050,000 Total common shares issued and outstanding 98,297,186 97,961,597 Common shares reserved for future issuance: Private warrants 1,795,700 1,795,700 Common stock options outstanding (Note 9) 4,569,743 4,822,992 Restricted stock units and awards (Note 9) 4,225,986 2,717,154 2020 Equity Plan pool reserved for future issuance 6,390,137 8,126,263 Convertible senior notes, due 2026 (1) 16,998,130 16,998,130 Total shares of common stock outstanding and reserved for future issuance 132,276,882 132,421,836 (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. The table above excludes common stock contingently issuable in connection with prior acquisitions. Such common stock is issuable to the extent specified operational milestones are achieved or market conditions are met in the future. Warrants There was no activity related to public and private warrants during the three months ended March 31, 2022. Number of Common Shares Issued Cash Received Balances as of January 1, 2022 1,795,700 $ — Exercised — — Canceled — — Balances as of March 31, 2022 1,795,700 $ — |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
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”), restricted stock units (“RSU”), performance awards, and other stock awards, collectively referred to as “Awards”. Stock-based compensation consists of expense related to equity awards in the normal course, earnout restricted stock and a secondary market transaction as described below: Three months ended March 31, 2022 2021 Secondary market transaction $ — $ 1,933 Employee earnout restricted stock — 12,373 Employee awards 5,854 2,529 Total operating expenses $ 5,854 $ 16,835 Detail related to stock option, RSU and RSA activity for the three months ended March 31, 2022, is as follows: Number of Number of Number of Restricted Restricted Options Stock Units Stock Awards Balances as of January 1, 2021 4,822,992 2,712,762 4,392 Granted — 1,885,725 — Vested — (241,463) (4,392) Exercised (185,685) — — Forfeited, canceled or expired (67,564) (131,038) — Balances as of March 31, 2022 4,569,743 4,225,986 — |
Reinsurance
Reinsurance | 3 Months Ended |
Mar. 31, 2022 | |
Reinsurance | |
Reinsurance | 10. Reinsurance The effects of reinsurance on premiums written and earned for the three months ended March 31, 2022 were as follows: 2022 Written Earned Direct premiums $ 87,123 $ 84,318 Ceded premiums (60,636) (71,727) Net premiums $ 26,487 $ 12,591 The effects of reinsurance on incurred losses and LAE for the three months ended March 31, 2022 were as follows: 2022 Direct losses and LAE $ 68,221 Ceded losses and LAE (58,973) Net losses and LAE $ 9,248 The detail of reinsurance balances due is as follows: March 31, 2022 December 31, 2021 Unearned premium $ 142,619 $ 153,710 Losses and LAE Reserve 71,196 56,752 Reinsurance recoverable 25,746 17,780 Other 178 174 Reinsurance balance due $ 239,739 $ 228,416 |
Unpaid Losses and Loss Adjustme
Unpaid Losses and Loss Adjustment Reserve | 3 Months Ended |
Mar. 31, 2022 | |
Unpaid Losses and Loss Adjustment Reserve | |
Unpaid Losses and Loss Adjustment Reserve | 11. Unpaid Losses and Loss Adjustment Reserve The following table provides the rollforward of the beginning and ending reserve balances for losses and LAE, gross of reinsurance for the three months ended March 31, 2022: 2022 Reserve for losses and LAE, at December 31, 2021 $ 61,949 Reinsurance recoverables on losses and LAE (56,752) Losses and LAE reserve, net of reinsurance recoverables at December 31, 2021 5,197 Add provisions for losses and LAE occurring in: Current year 9,868 Prior years (620) Net incurred losses and LAE during the current year 9,248 Deduct payments for losses and LAE occurring in: Current year (4,431) Prior years (1,602) Net claim and LAE payments during the current year (6,033) Reserve for losses and LAE, net of reinsurance recoverables, at end of year 8,412 Reinsurance recoverables on losses and LAE 71,196 Losses and LAE reserve at March 31, 2022 $ 79,608 As a result of additional information on claims occurring in prior years becoming available to management, changes in estimates of provisions of losses and loss adjustment expenses were made, resulting in a decrease of $0.6 million for the three months ended March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 12. Commitments and Contingencies Acquisition Commitments On September 2, 2021, the Company entered into a Stock Purchase Agreement with Covéa Coopérations S.A., to acquire CSE - a California-based personal lines insurer focused on property and auto. Subject to the terms and conditions set forth in the Agreement, at the closing of the transactions contemplated by the Agreement, Buyer will pay $48.6 million in cash for all of the shares of GMF Financial Services Corporation, which owns all of the issued and outstanding stock of Civil Service Employees Insurance Company, CSE Safeguard Insurance Company, CSE Insurance Services, Inc. and CSE Group Services Company, subject to certain adjustments, as further described in the Agreement. The closing is subject to customary conditions, including, among others, the absence of a material adverse effect on GMFF and the receipt of specified governmental consents and approvals. 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. Some of these actions allege related state law claims. The proceedings were commenced as mass tort action 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 still 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 occurred in March 2022, but a final decision has yet to be issued by the Arbitrator. 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 for which, Porch has recorded an estimated accrual for a contingent loss based on information currently known. The parties recently attended mediation in an effort to resolve the matter. The mediation was successful, and a deal was reached. The parties have executed the long form settlement agreement and obtained preliminary approval from the court on April 25, 2022. Notices will go out to the putative class, and after the notice period, the parties will seek final approval of the settlement from the court on August 11, 2022. If final approval is granted, and the settlement will be funded, and the case will be complete 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. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Information | |
Segment Information | 13. Segment Information Beginning in 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. 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 service revenue. The following table provides the Company’s revenue by segment: Three Months Ended March 31, 2022 2021 Segment revenues: Vertical Software $ 34,688 $ 24,937 Insurance 27,873 1,805 Total segment revenue $ 62,561 $ 26,742 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 the reportable segments. These expenses are included 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 (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 the two reportable segments and reconciliations to consolidated financial information for the periods presented: Three Months Ended March 31, 2022 2021 Segment adjusted EBITDA (loss): Vertical Software $ 2,984 $ 3,151 Insurance 3,286 508 Corporate and Other (13,342) (13,261) Total segment adjusted EBITDA (loss) (7,072) (9,602) Reconciling items: Depreciation and amortization (6,483) (2,463) Non-cash stock-based compensation expense (5,854) (16,835) Acquisition and related expense (895) (728) Non-cash long-lived asset impairment charge (69) (68) Revaluation of contingent consideration (3,205) 355 Investment income and realized gains (197) — Non-cash bonus expense (1,526) (290) Operating loss $ (25,301) $ (29,631) The CODM does not review assets on a segment basis. All of the Company’s revenue is generated in the United States. As of March 31, 2022 and December 31, 2021, 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 | 3 Months Ended |
Mar. 31, 2022 | |
Basic and Diluted Net Loss Per Share | |
Basic and Diluted Net Loss Per Share | 14. 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. 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, earnout shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. 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 months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Numerator: Net loss used to compute net loss per share - basic and diluted $ (5,796) $ (65,101) Denominator: Weighted average shares outstanding used to compute loss per share - basic and diluted 96,074,527 85,331,575 Loss per share - basic and diluted $ (0.06) $ (0.76) 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: 2022 2021 Stock options 4,569,743 6,199,325 Restricted stock units and awards 4,225,986 1,282,327 Public and private warrants 1,795,700 6,237,377 Earnout shares 2,050,000 4,099,999 Convertible debt (1) 16,998,130 — (1) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events. | |
Subsequent Events | 15. Subsequent Events On April 1, 2022, the Company acquired the home warranty and inspection software and services businesses from Residential Warranty Services ( “ ” |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Description of Business and Summary of Significant Accounting Policies | |
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 for the fiscal year ended December 31, 2021, filed with the SEC on March 16, 2022. The information as of December 31, 2021 included in the unaudited condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (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, and cash flows for the periods and dates presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other interim period or future year. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of adjustments related to unrealized gains and losses on available-for-sale securities. |
Reclassifications | Reclassifications Certain reclassifications to previously reported 2021 balances were made to conform to the current period presentation in the unaudited condensed consolidated statements of cash flows. |
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 unaudited 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, estimated lifetime value of the commissions, current estimate for credit losses, depreciable lives for property and equipment, the valuation of and useful lives for acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation expense, unpaid losses for insurance claims 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 carrier 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 counterparties. Two reinsurers represented more than 10% individually, and 38% in aggregate, of the Company’s insurance subsidiary’s total reinsurance receivables as of March 31, 2022. Substantially all of the Company’s insurance-related revenues in the Insurance segment are derived from customers in Texas (which represent approximately 57% of such revenues in the three months ended March 31, 2022), South Carolina, North Carolina, Georgia, Virginia and Arizona, which could be adversely affected by economic conditions, an increase in competition, or environmental impacts and changes. No individual customer represented more than 10% of the Company’s total revenue for the three months ended March 31, 2022, or 2021. As of March 31, 2022 and December 31, 2021, no individual customer accounted for 10% or more of the Company’s total accounts receivable. As of March 31, 2022, the Company held approximately $233.4 million of cash with one U.S. commercial bank. |
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 March 31, 2022 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, $7.1 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in twenty five twenty five The reconciliation of cash and cash equivalents to amounts presented in the unaudited condensed consolidated statements of cash flows are as follows: March 31, 2022 December 31, 2021 Cash and cash equivalents $ 292,373 $ 315,741 Restricted cash and restricted cash equivalents - current 10,162 8,551 Restricted cash and restricted cash equivalents - non-current 500 500 Cash, cash equivalents and restricted cash $ 303,035 $ 324,792 |
Accounts Receivable and Long-term Insurance Commissions Receivable | Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable consist principally of amounts due from enterprise customers and other corporate partnerships, as well as credit card receivables. The Company estimates allowances for uncollectible receivables based on the creditworthiness 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 at March 31, 2022 and December 31, 2021, was $0.5 million and $0.4 million, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. The Company records the amount of renewal insurance commissions expected to be collected in the next twelve months as current accounts receivable. |
Deferred Policy Acquisition Costs | Deferred Policy Acquisition Costs The Company capitalizes deferred policy acquisitions costs (“DAC”) which consist primarily of commissions, premium taxes and policy underwriting and production expenses that are directly related to the successful acquisition by the Company’s insurance subsidiary 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, which is generally one year. The amortization of DAC is included in sales and marketing expense in the unaudited condensed consolidated statements of operations and comprehensive loss. DAC is also reduced by ceding commissions paid by reinsurance companies 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 March 31, 2022 and December 31, 2021, DAC of $7.7 million and $4.0 million is included in prepaid expenses and other current assets. Changes in DAC for the three months ended March 31, 2022 are as follows: 2022 Deferred policy acquisition costs at December 31, 2021 (gross) $ 33,014 Ceded deferred policy acquisition costs (29,026) Deferred policy acquisition costs at December 31, 2021 (net) 3,988 Capitalized costs 16,753 Amortized costs (13,001) Deferred policy acquisition costs at March 31, 2022 (net) $ 7,740 |
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. |
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: March 31, 2022 December 31, 2021 Ceded reinsurance premiums payable $ 21,439 $ 22,523 Funds held under reinsurance treaty 2,092 2,206 Commissions payable, reinsurers and agents 9,259 10,697 General and accrued expenses payable 579 321 Advance premiums 9,680 4,277 Other insurance liabilities, current $ 43,049 $ 40,024 |
Income Taxes | Income Taxes Provisions for income taxes for the three months ended March 31, 2022 and 2021 were a $0.2 million benefit and a $0.4 million benefit, respectively, and the effective tax rates for these periods were 2.96% and 0.53%, respectively. The difference between the Company’s effective tax rates for the 2022 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. 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 tax assets. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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 date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company early adopted this ASU as of January 1, 2022 and will apply the guidance prospectively for business combinations that occur after the adoption date. Therefore, the adoption will have no impact to the existing consolidated balance sheets, statements of operations, and statements of cash flows. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Description of Business and Summary of Significant Accounting Policies | |
Schedule of cash, cash equivalents and restricted cash | March 31, 2022 December 31, 2021 Cash and cash equivalents $ 292,373 $ 315,741 Restricted cash and restricted cash equivalents - current 10,162 8,551 Restricted cash and restricted cash equivalents - non-current 500 500 Cash, cash equivalents and restricted cash $ 303,035 $ 324,792 |
Schedule of changes in DAC | 2022 Deferred policy acquisition costs at December 31, 2021 (gross) $ 33,014 Ceded deferred policy acquisition costs (29,026) Deferred policy acquisition costs at December 31, 2021 (net) 3,988 Capitalized costs 16,753 Amortized costs (13,001) Deferred policy acquisition costs at March 31, 2022 (net) $ 7,740 |
Schedule of components of other insurance liabilities, current | March 31, 2022 December 31, 2021 Ceded reinsurance premiums payable $ 21,439 $ 22,523 Funds held under reinsurance treaty 2,092 2,206 Commissions payable, reinsurers and agents 9,259 10,697 General and accrued expenses payable 579 321 Advance premiums 9,680 4,277 Other insurance liabilities, current $ 43,049 $ 40,024 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue | |
Schedule of disaggregation of revenue | Three Months Ended March 31, 2022 2021 Vertical Software segment Software and service subscriptions $ 17,965 $ 10,879 Move-related transactions (excluding insurance) 12,193 8,960 Post-move transactions 4,530 5,098 Total Vertical Software segment revenue 34,688 24,937 Insurance segment Insurance and warranty premiums, commissions and policy fees (1) 27,873 1,805 Total Insurance segment revenue 27,873 1,805 Total revenue $ 62,561 $ 26,742 (1) |
Summary of the activity impacting the contract assets | Contract Assets Balance at December 31, 2021 $ 9,384 Estimated lifetime value of insurance policies sold by carriers 2,422 Cash receipts (753) Balance at March 31, 2022 $ 11,053 |
Summary of the activity impacting the contract liabilities | Contract Liabilities Balance at December 31, 2021 15,274 Additions to contract liabilities 7,891 Contract liabilities transferred to revenue (6,479) Balance at March 31, 2022 $ 16,686 |
Summary of the activity impacting deferred revenue | Vertical Software Insurance Total Deferred Revenue Deferred Revenue Deferred Revenue Balance at December 31, 2021 3,814 $ 197,271 $ 201,085 Revenue recognized (1) (5,279) (91,994) (97,273) Additional amounts deferred 5,722 89,323 95,045 Balance at March 31, 2022 $ 4,257 $ 194,600 $ 198,857 (1) In the table above, revenue recognized on earned premiums related to the insurance segment is presented as the gross amount from policy holders excluding the impact of ceded premiums. On the unaudited condensed statements of operations earned premiums are presented net of ceded premiums of $71.7 million . |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments | |
Schedule of gain on investments | Three Months Ended March 31, 2022 Investment income, net of investment expenses $ 265 Realized gains on investments 2 Realized losses on investments (70) Investment income and realized gains, net of investment expenses $ 197 |
Summary of amortized cost, market value and unrealized gains (losses) of debt securities | March 31, 2022 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasuries $ 3,653 $ 1 $ (135) $ 3,519 Obligations of states, municipalities and political subdivisions 9,997 — (584) 9,413 Corporate bonds 30,283 3 (1,234) 29,052 Residential and commercial mortgage-backed securities 15,237 27 (617) 14,647 Other loan-backed and structured securities 8,931 2 (237) 8,696 Total debt securities $ 68,101 $ 33 $ (2,807) $ 65,327 December 31, 2021 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasuries $ 5,452 $ 1 $ (36) $ 5,417 Obligations of states, municipalities and political subdivisions 8,913 21 (84) 8,850 Corporate bonds 31,491 89 (155) 31,425 Residential and commercial mortgage-backed securities 14,387 34 (139) 14,282 Other loan-backed and structured securities 7,637 5 (41) 7,601 Total debt securities $ 67,880 $ 150 $ (455) $ 67,575 |
Summary of remaining Time to Maturity | March 31, 2022 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 6,425 $ 6,388 Due after one year through five years 20,771 19,914 Due after five years through ten years 13,700 12,820 Due after ten years 3,037 2,862 Residential and commercial mortgage-backed securities 15,237 14,647 Other loan-backed and structured securities 8,931 8,696 Total $ 68,101 $ 65,327 |
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 March 31, 2022 Loss Value Loss Value Loss Value U.S. Treasuries $ (135) $ 3,204 $ — $ — $ (135) $ 3,204 Obligations of states, municipalities and political subdivisions (584) 9,361 — — (584) 9,361 Corporate bonds (1,234) 21,104 — — (1,234) 21,104 Residential and commercial mortgage-backed securities (617) 13,816 — — (617) 13,816 Other loan-backed and structured securities (237) 8,035 — — (237) 8,035 Total securities $ (2,807) $ 55,520 $ — $ — $ (2,807) $ 55,520 Less Than Twelve Months Twelve Months or Greater Total Gross Gross Gross Unrealized Fair Unrealized Fair Unrealized Fair At December 31, 2021 Loss Value Loss Value Loss Value U.S. Treasuries $ (36) $ 5,007 $ — $ — $ (36) $ 5,007 Obligations of states, municipalities and political subdivisions (84) 4,292 — — (84) 4,292 Corporate bonds (155) 15,446 — — (155) 15,446 Residential and commercial mortgage-backed securities (139) 9,687 — — (139) 9,687 Other loan-backed and structured securities (41) 6,818 — — (41) 6,818 Total securities $ (455) $ 41,250 $ — $ — $ (455) $ 41,250 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds $ 5,041 $ — $ — $ 5,041 Debt securities: U.S. Treasuries 3,519 — — 3,519 Obligations of states and municipalities — 9,413 — 9,413 Corporate bonds — 29,052 — 29,052 Residential and commercial mortgage-backed securities — 14,647 — 14,647 Other loan-backed and structured securities — 8,696 — 8,696 $ 8,560 $ 61,808 $ — $ 70,368 Liabilities Contingent consideration - business combinations $ — $ — $ 12,822 $ 12,822 Contingent consideration - earnout — — 2,687 2,687 Private warrant liability — — 5,004 5,004 $ — $ — $ 20,513 $ 20,513 Fair Value Measurement at December 31, 2021 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds 17,318 $ — $ — $ 17,318 Debt securities: U.S. Treasuries 5,417 — — 5,417 Obligations of states and municipalities — 8,850 — 8,850 Corporate bonds — 31,425 — 31,425 Residential and commercial mortgage-backed securities — 14,282 — 14,282 Other loan-backed and structured securities — 7,601 — 7,601 $ 22,735 $ 62,158 $ — $ 84,893 Liabilities Contingent consideration - business combinations $ — $ — $ 9,617 $ 9,617 Contingent consideration - earnout — — 13,866 13,866 Private warrant liability — — 15,193 15,193 $ — $ — $ 38,676 $ 38,676 |
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, 2022 $ 13,866 $ 9,617 $ 15,193 Additions — — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) (11,179) 3,205 (10,189) Fair value as of March 31, 2022 $ 2,687 $ 12,822 $ 5,004 Contingent Contingent Consideration - Private Consideration - Business Warrant Earnout Combinations Liability Fair value as of January 1, 2021 $ 50,238 $ 3,549 $ 31,534 Additions — 1,737 — Settlements (25,815) (2,062) — Change in fair value, loss (gain) included in net loss (1) 18,770 (355) 15,910 Fair value as of March 31, 2021 $ 43,193 $ 2,869 $ 47,444 (1) 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) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Equipment, and Software | |
Schedule of property, equipment, and software net | March 31, December 31, 2022 2021 Software and computer equipment $ 8,257 $ 7,287 Furniture, office equipment, and other 2,126 2,006 Internally developed software 14,221 13,102 Leasehold improvements 2,208 2,191 26,812 24,586 Less: Accumulated depreciation and amortization (18,472) (17,920) Property, equipment, and software, net $ 8,340 $ 6,666 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 $ 56,810 $ (8,658) $ 48,152 Acquired technology 5.0 48,135 (12,619) 35,516 Trademarks and tradenames 12.0 25,389 (3,194) 22,195 Non-compete agreements 2.0 450 (320) 130 Value of business acquired 1.0 400 (394) 6 Renewal rights 6.0 9,734 (1,137) 8,597 Trademarks and tradenames Indefinite 4,750 — 4,750 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 150,628 $ (26,322) $ 124,306 |
Summary of changes in the carrying amount of goodwill | Goodwill Balance as of December 31, 2021 225,654 Purchase price adjustments 922 Balance as of March 31, 2022 $ 226,576 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Schedule of debt | Debt Unaccreted Issuance Carrying Principal Discount Costs Value Convertible senior notes, due 2026 $ 425,000 $ — $ (10,228) $ 414,772 Other notes 450 (70) — 380 $ 425,450 $ (70) $ (10,228) $ 415,152 |
Equity and Warrants (Tables)
Equity and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity and Warrants | |
Summary of fully diluted capital structure | March 31, December 31, 2022 2021 Issued and outstanding common shares 96,247,186 95,911,597 Earnout common shares 2,050,000 2,050,000 Total common shares issued and outstanding 98,297,186 97,961,597 Common shares reserved for future issuance: Private warrants 1,795,700 1,795,700 Common stock options outstanding (Note 9) 4,569,743 4,822,992 Restricted stock units and awards (Note 9) 4,225,986 2,717,154 2020 Equity Plan pool reserved for future issuance 6,390,137 8,126,263 Convertible senior notes, due 2026 (1) 16,998,130 16,998,130 Total shares of common stock outstanding and reserved for future issuance 132,276,882 132,421,836 (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. |
Schedule of warrant activity | Number of Common Shares Issued Cash Received Balances as of January 1, 2022 1,795,700 $ — Exercised — — Canceled — — Balances as of March 31, 2022 1,795,700 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Schedule of stock-based compensation expense | Three months ended March 31, 2022 2021 Secondary market transaction $ — $ 1,933 Employee earnout restricted stock — 12,373 Employee awards 5,854 2,529 Total operating expenses $ 5,854 $ 16,835 |
Summary of stock option, RSU and RSA activity | Number of Number of Number of Restricted Restricted Options Stock Units Stock Awards Balances as of January 1, 2021 4,822,992 2,712,762 4,392 Granted — 1,885,725 — Vested — (241,463) (4,392) Exercised (185,685) — — Forfeited, canceled or expired (67,564) (131,038) — Balances as of March 31, 2022 4,569,743 4,225,986 — |
Reinsurance (Tables)
Reinsurance (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Reinsurance | |
Schedule of effects of reinsurance on premiums written, earned, incurred losses and LAE | The effects of reinsurance on premiums written and earned for the three months ended March 31, 2022 were as follows: 2022 Written Earned Direct premiums $ 87,123 $ 84,318 Ceded premiums (60,636) (71,727) Net premiums $ 26,487 $ 12,591 The effects of reinsurance on incurred losses and LAE for the three months ended March 31, 2022 were as follows: 2022 Direct losses and LAE $ 68,221 Ceded losses and LAE (58,973) Net losses and LAE $ 9,248 |
Schedule of reinsurance balances due | March 31, 2022 December 31, 2021 Unearned premium $ 142,619 $ 153,710 Losses and LAE Reserve 71,196 56,752 Reinsurance recoverable 25,746 17,780 Other 178 174 Reinsurance balance due $ 239,739 $ 228,416 |
Unpaid Losses and Loss Adjust_2
Unpaid Losses and Loss Adjustment Reserve (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Unpaid Losses and Loss Adjustment Reserve | |
Schedule of rollforward of the beginning and ending reserve balances for losses and LAE, gross of reinsurance | 2022 Reserve for losses and LAE, at December 31, 2021 $ 61,949 Reinsurance recoverables on losses and LAE (56,752) Losses and LAE reserve, net of reinsurance recoverables at December 31, 2021 5,197 Add provisions for losses and LAE occurring in: Current year 9,868 Prior years (620) Net incurred losses and LAE during the current year 9,248 Deduct payments for losses and LAE occurring in: Current year (4,431) Prior years (1,602) Net claim and LAE payments during the current year (6,033) Reserve for losses and LAE, net of reinsurance recoverables, at end of year 8,412 Reinsurance recoverables on losses and LAE 71,196 Losses and LAE reserve at March 31, 2022 $ 79,608 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Information | |
Schedule of revenue by segment | Three Months Ended March 31, 2022 2021 Segment revenues: Vertical Software $ 34,688 $ 24,937 Insurance 27,873 1,805 Total segment revenue $ 62,561 $ 26,742 |
Schedule of financial information of reportable segments and reconciliations to consolidated financial information | The following tables provide financial information for the two reportable segments and reconciliations to consolidated financial information for the periods presented: Three Months Ended March 31, 2022 2021 Segment adjusted EBITDA (loss): Vertical Software $ 2,984 $ 3,151 Insurance 3,286 508 Corporate and Other (13,342) (13,261) Total segment adjusted EBITDA (loss) (7,072) (9,602) Reconciling items: Depreciation and amortization (6,483) (2,463) Non-cash stock-based compensation expense (5,854) (16,835) Acquisition and related expense (895) (728) Non-cash long-lived asset impairment charge (69) (68) Revaluation of contingent consideration (3,205) 355 Investment income and realized gains (197) — Non-cash bonus expense (1,526) (290) Operating loss $ (25,301) $ (29,631) |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Basic and Diluted Net Loss Per Share | |
Schedule of earnings per share, basic and diluted | Three Months Ended March 31, 2022 2021 Numerator: Net loss used to compute net loss per share - basic and diluted $ (5,796) $ (65,101) Denominator: Weighted average shares outstanding used to compute loss per share - basic and diluted 96,074,527 85,331,575 Loss per share - basic and diluted $ (0.06) $ (0.76) |
Schedule of antidilutive securities excluded from computation of earnings per share | 2022 2021 Stock options 4,569,743 6,199,325 Restricted stock units and awards 4,225,986 1,282,327 Public and private warrants 1,795,700 6,237,377 Earnout shares 2,050,000 4,099,999 Convertible debt (1) 16,998,130 — (1) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Description of Business (Details) | Mar. 31, 2022companyshares | Dec. 31, 2021shares |
Description of Business and Summary of Significant Accounting Policies | ||
Number of Home Service Companies Served | 25,500 | |
Number of Insurance Companies Served | 20 | |
Class of warrant or right, outstanding | shares | 1,795,700 | 1,795,700 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)itemstate | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)state | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of reinsurer | item | 2 | ||
Percentage of insurance subsidiary's total insurance receivables | 38.00% | ||
Cash Balance At Bank | $ 233,400 | ||
Indemnification hold back cost | 2,600 | $ 2,600 | |
Restricted funds held for payment of possible warranty claims | $ 7,100 | $ 5,900 | |
Number of states regulatory guidelines of warranty claims | state | 25 | 25 | |
Restricted cash equivalents | $ 300 | $ 300 | |
Customer deposits | 300 | 300 | |
Escrow deposit with insurance regulator | 400 | ||
Allowance for uncollectible receivables | 500 | 400 | |
Income tax benefit | $ 177 | $ 350 | |
Effective income tax rate | 2.96% | 0.53% | |
U.S. federal statutory tax rate | 21.00% | 21.00% | |
Right of use asset | $ 3,922 | 4,504 | |
Convertible senior notes, due 2026 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Interest rate (stated) | 0.75% | ||
Other Noncurrent Assets [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Indemnification hold back cost | $ 500 | $ 500 | |
Revenue Benchmark | Customer Concentration Risk | Customers in Texas | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Insurance related revenues percentage | 57.00% |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Cash and cash equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Description of Business and Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 292,373 | $ 315,741 | ||
Restricted cash and restricted cash equivalents - current | 10,162 | 8,551 | ||
Restricted cash and restricted cash equivalents - non-current | 500 | 500 | ||
Cash, cash equivalents and restricted cash | $ 303,035 | $ 324,792 | $ 233,383 | $ 207,453 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Deferred Policy Acquisition Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Movement Analysis of Deferred Policy Acquisition Costs [Roll Forward] | ||
Deferred policy acquisition costs | $ 33,014 | |
Ceded deferred policy acquisition costs | (29,026) | |
Deferred policy acquisition costs | 3,988 | |
Capitalized costs | $ 16,753 | |
Amortized costs | (13,001) | |
Deferred Policy Acquisition Cost, Net | $ 7,740 | $ 4,000 |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Components of Other Insurance Liabilities, Current (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Description of Business and Summary of Significant Accounting Policies | ||
Ceded reinsurance premiums payable | $ 21,439 | $ 22,523 |
Funds held under reinsurance treaty | 2,092 | 2,206 |
Commissions payable, reinsurers and agents | 9,259 | 10,697 |
General and accrued expenses payable | 579 | 321 |
Advance premiums | 9,680 | 4,277 |
Other insurance liabilities, current | $ 43,049 | $ 40,024 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 62,561 | $ 26,742 |
Vertical Software | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,688 | 24,937 |
Insurance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 27,873 | 1,805 |
Software and service subscriptions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,965 | 10,879 |
Move-related transactions (excluding insurance) | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,193 | 8,960 |
Post-move transactions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,530 | 5,098 |
Insurance and warranty premiums, commissions and policy fees | Insurance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 27,873 | $ 1,805 |
Revenue recognized for regulated property and casualty insurance entity | $ 20,000 |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Change in Contract with Customer, Asset [Abstract] | |
Balance at beginning of the year | $ 9,384 |
Estimated lifetime value of insurance policies sold by carriers | 2,422 |
Cash receipts | (753) |
Balance at end of the year | 11,053 |
Contract assets | 11,053 |
Long-term accounts receivable | 9,100 |
Accounts Receivable Current | |
Change in Contract with Customer, Asset [Abstract] | |
Balance at end of the year | 2,000 |
Contract assets | $ 2,000 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities - Refundable Customer Deposits (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Change in Contract with Customer, Liability | |
Average period to recognize contract with customer liability as revenue | 19 months |
Refundable Customer Deposits, Current | |
Change in Contract with Customer, Liability | |
Ending balance | $ 16.7 |
Refundable Customer Deposits | |
Change in Contract with Customer, Liability | |
Beginning balance | 15,274,000 |
Additions to contract liabilities | 7,891,000 |
Contract liabilities transferred to revenue | (6,479,000) |
Ending balance | $ 16,686,000 |
Revenue - Contract Liabilitie_2
Revenue - Contract Liabilities - Activity Impacting Deferred Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Insurance | |
Change in Contract with Customer, Liability | |
Earned premium, net of ceded | $ 71,700 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Change in Contract with Customer, Liability | |
Revenue, remaining performance obligation, amount | $ 4,300 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Refundable Customer Deposits | |
Change in Contract with Customer, Liability | |
Beginning balance | $ 15,274 |
Revenue recognized | (6,479) |
Additional amounts deferred | 7,891 |
Ending balance | 16,686 |
ASC 606 | |
Change in Contract with Customer, Liability | |
Beginning balance | 201,085 |
Revenue recognized | (97,273) |
Additional amounts deferred | 95,045 |
Ending balance | 198,857 |
ASC 606 | Vertical Software | |
Change in Contract with Customer, Liability | |
Beginning balance | 3,814 |
Revenue recognized | (5,279) |
Additional amounts deferred | 5,722 |
Ending balance | 4,257 |
ASC 606 | Insurance | |
Change in Contract with Customer, Liability | |
Beginning balance | 197,271 |
Revenue recognized | (91,994) |
Additional amounts deferred | 89,323 |
Ending balance | $ 194,600 |
Investments - Investment Income
Investments - Investment Income, Realized and Unrealized Gains on Investments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Investments | |
Investment income, net of investment expenses | $ 265 |
Realized gains on investments | 2 |
Realized losses on investments | (70) |
Investment income and realized gains, net of investment expenses | $ 197 |
Investments - Amortized Cost, F
Investments - Amortized Cost, Fair Value and Unrealized Gains and (Losses) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Net Investment Income [Line Items] | ||
Amortized Cost | $ 68,101 | $ 67,880 |
Gross Unrealized, Gains | 33 | 150 |
Gross Unrealized, Losses | (2,807) | (455) |
Fair value | 65,327 | 67,575 |
U.S. Treasuries | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 3,653 | 5,452 |
Gross Unrealized, Gains | 1 | 1 |
Gross Unrealized, Losses | (135) | (36) |
Fair value | 3,519 | 5,417 |
Obligations of states, municipalities and political subdivisions | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 9,997 | 8,913 |
Gross Unrealized, Gains | 21 | |
Gross Unrealized, Losses | (584) | (84) |
Fair value | 9,413 | 8,850 |
Corporate bonds | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 30,283 | 31,491 |
Gross Unrealized, Gains | 3 | 89 |
Gross Unrealized, Losses | (1,234) | (155) |
Fair value | 29,052 | 31,425 |
Residential and commercial mortgage-backed securities | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 15,237 | 14,387 |
Gross Unrealized, Gains | 27 | 34 |
Gross Unrealized, Losses | (617) | (139) |
Fair value | 14,647 | 14,282 |
Other loan-backed and structured securities | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 8,931 | 7,637 |
Gross Unrealized, Gains | 2 | 5 |
Gross Unrealized, Losses | (237) | (41) |
Fair value | $ 8,696 | $ 7,601 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due in one year or less | $ 6,425 | |
Due after one year through five years | 20,771 | |
Due after five years through ten years | 13,700 | |
Due after ten years | 3,037 | |
Amortized Cost | 68,101 | $ 67,880 |
Fair Value | ||
Due in one year or less | 6,388 | |
Due after one year through five years | 19,914 | |
Due after five years through ten years | 12,820 | |
Due after ten years | 2,862 | |
Fair value | 65,327 | 67,575 |
Residential and commercial mortgage-backed securities | ||
Amortized Cost | ||
Without single maturity date | 15,237 | |
Amortized Cost | 15,237 | 14,387 |
Fair Value | ||
Without single maturity date | 14,647 | |
Fair value | 14,647 | 14,282 |
Other loan-backed and structured securities | ||
Amortized Cost | ||
Without single maturity date | 8,931 | |
Amortized Cost | 8,931 | 7,637 |
Fair Value | ||
Without single maturity date | 8,696 | |
Fair value | $ 8,696 | $ 7,601 |
Investments - Securities with G
Investments - Securities with Gross Unrealized Loss Position (Details) $ in Thousands | Mar. 31, 2022USD ($)itemsecurity | Dec. 31, 2021USD ($)itemsecurity |
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | $ (2,807) | $ (455) |
Less Than Twelve Months, Fair Value | 55,520 | 41,250 |
Total, Gross Unrealized Loss | (2,807) | (455) |
Total, Fair Value | $ 55,520 | $ 41,250 |
Number of securities in an unrealized loss position | security | 448 | 358 |
Unrealized loss position for 12 months or longer | item | 0 | 0 |
U.S. Treasuries | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | $ (135) | $ (36) |
Less Than Twelve Months, Fair Value | 3,204 | 5,007 |
Total, Gross Unrealized Loss | (135) | (36) |
Total, Fair Value | 3,204 | 5,007 |
Obligations of states, municipalities and political subdivisions | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | (584) | (84) |
Less Than Twelve Months, Fair Value | 9,361 | 4,292 |
Total, Gross Unrealized Loss | (584) | (84) |
Total, Fair Value | 9,361 | 4,292 |
Corporate Bonds | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | (1,234) | (155) |
Less Than Twelve Months, Fair Value | 21,104 | 15,446 |
Total, Gross Unrealized Loss | (1,234) | (155) |
Total, Fair Value | 21,104 | 15,446 |
Residential and commercial mortgage-backed securities | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | (617) | (139) |
Less Than Twelve Months, Fair Value | 13,816 | 9,687 |
Total, Gross Unrealized Loss | (617) | (139) |
Total, Fair Value | 13,816 | 9,687 |
Other loan-backed and structured securities | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | (237) | (41) |
Less Than Twelve Months, Fair Value | 8,035 | 6,818 |
Total, Gross Unrealized Loss | (237) | (41) |
Total, Fair Value | $ 8,035 | $ 6,818 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value Measurements of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | $ 65,327 | $ 67,575 |
Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 5,000 | |
Monte Carlo simulation method | Contingent consideration - business combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 12,700 | |
Monte Carlo simulation method | Contingent consideration - earnout | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 2,700 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 70,368 | 84,893 |
Liabilities, fair value disclosure | 20,513 | 38,676 |
Recurring | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 3,519 | 5,417 |
Recurring | 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 | 9,413 | 8,850 |
Recurring | Corporate Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 29,052 | 31,425 |
Recurring | Residential and commercial mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 14,647 | 14,282 |
Recurring | Other loan-backed and structured securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 8,696 | 7,601 |
Recurring | Contingent consideration - business combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 12,822 | 9,617 |
Recurring | Contingent consideration - earnout | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 2,687 | 13,866 |
Recurring | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 5,004 | 15,193 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 8,560 | 22,735 |
Recurring | Level 1 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 3,519 | 5,417 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 61,808 | 62,158 |
Recurring | 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 | 9,413 | 8,850 |
Recurring | Level 2 | Corporate Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 29,052 | 31,425 |
Recurring | 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 | 14,647 | 14,282 |
Recurring | 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 | 8,696 | 7,601 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 20,513 | 38,676 |
Recurring | Level 3 | Contingent consideration - business combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 12,822 | 9,617 |
Recurring | Level 3 | Contingent consideration - earnout | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 2,687 | 13,866 |
Recurring | Level 3 | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 5,004 | 15,193 |
Recurring | Money market mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 5,041 | 17,318 |
Recurring | Money market mutual funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 5,041 | $ 17,318 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Revaluation of contingent consideration | $ (3,205) | $ 355 | |
Convertible senior notes, fair value | 286,900 | $ 400,400 | |
Decrease in stock price | (113,500) | ||
Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Liabilities, fair value disclosure | $ 5,000 | ||
Current stock price | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 6.95 | 15.59 | |
Exercise Price | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 11.50 | 11.50 | |
Volatility | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 71 | 60 | |
Expected term | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants term | 3 years 8 months 23 days | 3 years 11 months 23 days | |
Income approach | Contingent consideration - business combination | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Liabilities, fair value disclosure | $ 100 | $ 300 | |
Monte Carlo simulation method | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration | $ 9,300 | ||
Monte Carlo simulation method | Contingent consideration - business combination | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Liabilities, fair value disclosure | 12,700 | ||
Monte Carlo simulation method | Contingent consideration - earnout | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Liabilities, fair value disclosure | $ 2,700 | ||
Monte Carlo simulation method | Discount rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 8.2 | 7 | |
Monte Carlo simulation method | Current stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | $ / shares | 6.95 | 16.37 | |
Contingent consideration earnout, measurement input | $ / shares | 6.95 | 15.59 | |
Monte Carlo simulation method | Strike price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | $ / shares | 36 | 36 | |
Monte Carlo simulation method | Exercise Price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration earnout, measurement input | $ / shares | 22 | 22 | |
Monte Carlo simulation method | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 75 | 60 | |
Contingent consideration earnout, measurement input | 70 | 65 | |
Monte Carlo simulation method | Forfeiture Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration earnout, measurement input | 15 | 15 |
Fair Value - Level 3 (Details)
Fair Value - Level 3 (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contingent consideration - earnout | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 13,866 | $ 50,238 |
Settlements | (25,815) | |
Change in fair value, loss (gain) included in net loss | (11,179) | 18,770 |
Ending balance | 2,687 | 43,193 |
Contingent consideration - business combination | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 9,617 | 3,549 |
Additions | 1,737 | |
Settlements | (2,062) | |
Change in fair value, loss (gain) included in net loss | 3,205 | (355) |
Ending balance | 12,822 | 2,869 |
Private warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 15,193 | 31,534 |
Change in fair value, loss (gain) included in net loss | (10,189) | 15,910 |
Ending balance | $ 5,004 | $ 47,444 |
Property, Equipment, and Soft_3
Property, Equipment, and Software (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | $ 26,812 | $ 24,586 | |
Less: Accumulated depreciation and amortization | (18,472) | (17,920) | |
Property, equipment, and software, net | 8,340 | 6,666 | |
Depreciation and amortization | 6,483 | $ 2,463 | |
Software and computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | 8,257 | 7,287 | |
Furniture, office equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | 2,126 | 2,006 | |
Internally developed software | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | 14,221 | 13,102 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | 2,208 | $ 2,191 | |
Property equipment software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 1,000 | $ 1,100 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Intangible Assets and Goodwill | |||
Finite lived Intangible Assets, gross | $ 150,628 | ||
Accumulated Amortization | (26,322) | ||
Finite lived Intangible Assets, Net | 124,306 | ||
Intangible assets, net | 124,306 | $ 129,830 | |
Aggregate amortization expense | 5,500 | $ 1,300 | |
Trademarks and tradenames | |||
Intangible Assets and Goodwill | |||
Finite lived Intangible Assets, gross | 4,750 | ||
Finite lived Intangible Assets, Net | 4,750 | ||
Insurance licenses | |||
Intangible Assets and Goodwill | |||
Finite lived Intangible Assets, gross | 4,960 | ||
Finite lived Intangible Assets, Net | $ 4,960 | ||
Customer relationships | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 9 years | ||
Finite lived Intangible Assets, gross | $ 56,810 | ||
Accumulated Amortization | (8,658) | ||
Finite lived Intangible Assets, Net | $ 48,152 | ||
Acquired technology | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 5 years | ||
Finite lived Intangible Assets, gross | $ 48,135 | ||
Accumulated Amortization | (12,619) | ||
Finite lived Intangible Assets, Net | $ 35,516 | ||
Trademarks and tradenames | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 12 years | ||
Finite lived Intangible Assets, gross | $ 25,389 | ||
Accumulated Amortization | (3,194) | ||
Finite lived Intangible Assets, Net | $ 22,195 | ||
Non-competition agreements | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 2 years | ||
Finite lived Intangible Assets, gross | $ 450 | ||
Accumulated Amortization | (320) | ||
Finite lived Intangible Assets, Net | $ 130 | ||
Value of business acquired | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 1 year | ||
Finite lived Intangible Assets, gross | $ 400 | ||
Accumulated Amortization | (394) | ||
Finite lived Intangible Assets, Net | $ 6 | ||
Renewal rights | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 6 years | ||
Finite lived Intangible Assets, gross | $ 9,734 | ||
Accumulated Amortization | (1,137) | ||
Finite lived Intangible Assets, Net | $ 8,597 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 225,654 |
Purchase price adjustment | 922 |
Goodwill, Ending Balance | $ 226,576 |
Debt (Details)
Debt (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Debt | |
Principal | $ 425,450 |
Unaccreted Discount | (70) |
Debt Issuance Costs | (10,228) |
Carrying Value | 415,152 |
Convertible senior notes, due 2026 | |
Debt | |
Principal | 425,000 |
Debt Issuance Costs | (10,228) |
Carrying Value | 414,772 |
Other notes | |
Debt | |
Principal | 450 |
Unaccreted Discount | (70) |
Carrying Value | $ 380 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) - Convertible senior notes, due 2026 $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Debt | |
Interest expense | $ 1.4 |
Interest rate (stated) | 0.75% |
Equity and Warrants - Common Sh
Equity and Warrants - Common Shares Outstanding and Common Stock Equivalents (Details) - $ / shares | Sep. 16, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 15, 2021 |
Class of Stock [Line Items] | ||||
Issued and outstanding common shares | 96,247,186 | 95,911,597 | ||
Earnout common shares | 2,050,000 | 2,050,000 | ||
Total common shares issued and outstanding | 98,297,186 | 97,961,597 | ||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 132,276,882 | 132,421,836 | ||
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 | 16,998,130 | ||
Restricted stock units | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 4,225,986 | 2,717,154 | ||
2020 Equity Plan | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 6,390,137 | 8,126,263 | ||
Private Warrants | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 1,795,700 | 1,795,700 | ||
Common stock warrants | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 4,569,743 | 4,822,992 |
Equity and Warrants - Public an
Equity and Warrants - Public and private warrant activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Equity and Warrants | |
Cash received | $ 89,771 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock-based Compensation by Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-Based Compensation | ||
Stock based compensation expense | $ 5,854 | $ 16,835 |
Secondary market transaction | ||
Stock-Based Compensation | ||
Stock based compensation expense | 1,933 | |
Employee earnout restricted stock | ||
Stock-Based Compensation | ||
Stock based compensation expense | 12,373 | |
Employee awards | ||
Stock-Based Compensation | ||
Stock based compensation expense | $ 5,854 | $ 2,529 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of stock option, RSU and RSA activity (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Stock options | |
Number of Options Outstanding | |
Beginning balance | 4,822,992 |
Exercised | (185,685) |
Forfeited, canceled or expired | (67,564) |
Ending balance | 4,569,743 |
Restricted stock units | |
Number of Restricted Stock Awards | |
Beginning Balance | 2,712,762 |
Granted | 1,885,725 |
Vested | (241,463) |
Forfeited, canceled or expired | (131,038) |
Ending Balance | 4,225,986 |
Restricted stock | |
Number of Restricted Stock Awards | |
Beginning Balance | 4,392 |
Vested | (4,392) |
Reinsurance - Effects of reinsu
Reinsurance - Effects of reinsurance on premiums written and earned (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Reinsurance | |
Direct premiums, written | $ 87,123 |
Ceded premiums, written | (60,636) |
Net premiums, written | 26,487 |
Direct premiums, earned | 84,318 |
Ceded premiums, earned | (71,727) |
Net premiums, earned | $ 12,591 |
Reinsurance - Effects of rein_2
Reinsurance - Effects of reinsurance on incurred losses and LAE (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Reinsurance | |
Direct losses and LAE | $ 68,221 |
Ceded losses and LAE | (58,973) |
Net losses and LAE | $ 9,248 |
Reinsurance - Detail of reinsur
Reinsurance - Detail of reinsurance balances due (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Reinsurance balances due: | ||
Unearned premium | $ 142,619 | $ 153,710 |
Losses and LAE Reserve | 71,196 | 56,752 |
Reinsurance recoverable | 25,746 | 17,780 |
Other | 178 | 174 |
Reinsurance balance due | $ 239,739 | $ 228,416 |
Unpaid Losses and Loss Adjust_3
Unpaid Losses and Loss Adjustment Reserve - Losses and LAE Gross (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Unpaid Losses and Loss Adjustment Reserve | ||
Reserve for losses and LAE | $ 61,949 | |
Reinsurance recoverable on losses and LAE | (71,196) | $ (56,752) |
Losses and LAE reserve, net of reinsurance recoverables | 5,197 | |
Add provisions for losses and LAE occurring in: | ||
Current year | 9,868 | |
Prior years | (620) | |
Net incurred losses and LAE during the current year | 9,248 | |
Deduct payments for losses and LAE occurring in: | ||
Current year | (4,431) | |
Prior years | (1,602) | |
Net claim and LAE payments during the current year | (6,033) | |
Reserve for losses and LAE, net of reinsurance recoverable, at end of year | 8,412 | |
Reinsurance recoverable on losses and LAE | 71,196 | |
Losses and LAE reserve | 79,608 | |
Provisions of losses and loss adjustment expense | $ 600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Sep. 02, 2021USD ($) |
Commitments and Contingencies. | |
Cash consideration | $ 48.6 |
Segment Information - Revenue (
Segment Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 62,561 | $ 26,742 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 62,561 | 26,742 |
Vertical Software | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 34,688 | 24,937 |
Vertical Software | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 34,688 | 24,937 |
Insurance | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 27,873 | 1,805 |
Insurance | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 27,873 | $ 1,805 |
Segment Information - Consolida
Segment Information - Consolidated Financial Information (Details) $ in Thousands | Jan. 01, 2021segment | Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Number of reportable segments | segment | 2 | 2 | |
Total segment adjusted EBITDA (loss) | $ (7,072) | $ (9,602) | |
Reconciling items: | |||
Depreciation and amortization | (6,483) | (2,463) | |
Non-cash stock-based compensation expense | (5,854) | (16,835) | |
Acquisition and related (Income) expense | (895) | (728) | |
Non-cash long-lived asset impairment charge | (69) | (68) | |
Revaluation of contingent consideration | (3,205) | 355 | |
Investment income and realized gains | (197) | ||
Non-cash bonus expense | (1,526) | (290) | |
Operating loss | (25,301) | (29,631) | |
Vertical Software | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Total segment adjusted EBITDA (loss) | 2,984 | 3,151 | |
Insurance | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Total segment adjusted EBITDA (loss) | 3,286 | 508 | |
Corporate and other | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Total segment adjusted EBITDA (loss) | $ (13,342) | $ (13,261) |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Basic | $ (5,796) | $ (65,101) |
Diluted | $ (5,796) | $ (65,101) |
Denominator: | ||
Basic | 96,074,527 | 85,331,575 |
Diluted | 96,074,527 | 85,331,575 |
Net loss attributable per share to common stockholders: | ||
Loss per share - basic | $ (0.06) | $ (0.76) |
Loss per share - diluted | $ (0.06) | $ (0.76) |
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 | Mar. 31, 2022 | Mar. 31, 2021 | 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 | 4,569,743 | 6,199,325 | ||
Restricted stock units and awards | ||||
Basic and Diluted Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,225,986 | 1,282,327 | ||
Public warrants | ||||
Basic and Diluted Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,795,700 | 6,237,377 | ||
Earnout shares | ||||
Basic and Diluted Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,050,000 | 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 |
Subsequent Events (Details)
Subsequent Events (Details) - Home warranty and inspection software and services - USD ($) $ in Millions | Apr. 01, 2022 | Mar. 31, 2022 |
Subsequent Events | ||
Total consideration | $ 5 | |
Subsequent Events | ||
Subsequent Events | ||
Total consideration | $ 33 | |
Cash | 29 | |
Portion of non-cash total consideration | $ 4 |