UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | |||||||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||
For the quarterly period ended September 30, |
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ____ to ____ |
Commission file number 001-39754
Doma Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 84-1956909 | |||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||
101 Mission Street, Suite 1050 San Francisco, California | 94105 | |||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||
(650) 419-3827
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
Common stock, par value $0.0001 per share | DOMA | The New York Stock Exchange | ||||||||
Warrants, for one share of common stock at an exercise price of | DOMAW | * | ||||||||
* The warrants are trading on the OTC Pink Marketplace under the symbol “DOMAW”.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x☒ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | ||||||||||
| Non-accelerated filer | Smaller reporting company | ||||||||||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The registrant had outstanding 328,495,94213,436,742 shares of common stock as of November 8, 2022
Pages | ||||||||||||||
Introductory Note
On July 28, 2021 (the “Closing Date”), Capitol Investment Corp. V (“Capitol”) consummated a business combination (the “Business Combination”) with Doma Holdings, Inc., a Delaware corporation (“Old Doma”), pursuant to the agreement and plan of merger, dated March 2, 2021, by and among Capitol, Capitol V Merger Sub, Inc., a wholly owned subsidiary of Capitol (“Merger Sub”), and Old Doma (as amended on March 18, 2021, the “Agreement”). In connection with the closing of the Business Combination, Old Doma changed its name to States Title Holding, Inc. (“States Title”), Capitol changed its name to Doma Holdings, Inc. (“Doma”) and Old Doma became a wholly owned subsidiary of Doma. Doma continues the existing business operations of Old Doma as a publicly traded company.
Unless the context otherwise requires, references herein to “company,” “Company,” “Doma,” “we,” “us,” “our” and similar terms refer to Doma Holdings, Inc. (f/k/a Capitol Investment Corp. V) and its consolidated subsidiaries. References to “Capitol” refer to our predecessor company prior to the consummation of the Business Combination. References to “Old Doma” refer to Old Doma prior to the Business Combination and to States Title, the wholly owned subsidiary of Doma, upon the consummation of the Business Combination.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this Quarterly Report, about our plans, strategies and prospects, both business and financial, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “goal,” “project” or the negative of such terms or other similar expressions. Moreover, the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.
Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:
• | our projected financial information, anticipated growth rate and market opportunity; |
• | our ability to maintain the listing of our common stock on the New York Stock Exchange; |
• | our ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors; |
• | the accounting of our warrants as liabilities and any changes in the value of our warrants having a material effect on our financial results; |
• | factors relating to our business, operations and financial performance, including: |
◦ | our ability to drive growth through the Doma Intelligence platform; |
◦ | changes in the competitive and regulated industries in which we operate, variations in technology and operating performance across competitors, and changes in laws and regulations affecting our business; |
◦ | the current and future health and stability of the economy, financial conditions and residential housing market, including any extended downturn or slowdown; |
◦ | changes in general economic and financial conditions (including federal monetary policy, interest rates, inflation, home price fluctuations, housing inventory, labor shortages and supply chain issues) that may reduce demand for our products and services, lower our profitability or reduce our access to financing; |
◦ | our ability to implement business plans, forecasts and other expectations, and identify and realize additional opportunities; |
◦ | the impact on the real estate finance market from recent macroeconomic events and conditions that have resulted in a significant increase in interest rates largely due to actions of central banks, including the U.S. Federal Reserve; and |
• | other factors detailed under the section “Risk Factors” in our periodic filings with the Securities and Exchange Commission (the “SEC”). |
Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in any subsequent periodic report.
Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.
You should read this Quarterly Report completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share information) | September 30, 2023 | December 31, 2022 | ||||||
Assets | ||||||||
Cash and cash equivalents | $ | 75,074 | $ | 78,450 | ||||
Restricted cash | 5,214 | 2,933 | ||||||
Investments: | ||||||||
Fixed maturities | ||||||||
Held-to-maturity debt securities, at amortized cost (net of allowance for credit losses of $207 at September 30, 2023 and $440 at December 31, 2022) | 24,243 | 90,328 | ||||||
Available-for-sale debt securities, at fair value (amortized cost $58,311 at September 30, 2023 and $59,191 at December 31, 2022) | 57,327 | 58,254 | ||||||
Mortgage loans | 46 | 297 | ||||||
Total investments | $ | 81,616 | $ | 148,879 | ||||
Trade and other receivables (net of allowance for credit losses of $1,601 at September 30, 2023 and $1,413 at December 31, 2022) | 26,827 | 20,541 | ||||||
Prepaid expenses, deposits and other assets | 6,843 | 6,687 | ||||||
Lease right-of-use assets | 3,976 | 4,724 | ||||||
Fixed assets (net of accumulated depreciation of $23,937 at September 30, 2023 and $16,685 at December 31, 2022) | 32,883 | 37,024 | ||||||
Title plants | 2,716 | 2,716 | ||||||
Goodwill | 23,413 | 23,413 | ||||||
Assets held for disposal | 4,614 | 53,141 | ||||||
Total assets | $ | 263,176 | $ | 378,508 | ||||
Liabilities and stockholders’ equity | ||||||||
Accounts payable | $ | 1,464 | $ | 2,407 | ||||
Accrued expenses and other liabilities | 15,594 | 23,347 | ||||||
Lease liabilities | 9,038 | 10,793 | ||||||
Senior secured credit agreement, net of debt issuance costs and original issue discount | 155,477 | 147,374 | ||||||
Liability for loss and loss adjustment expenses | 82,515 | 81,873 | ||||||
Warrant liabilities | 81 | 347 | ||||||
Sponsor Covered Shares liability | 98 | 219 | ||||||
Liabilities held for disposal | 9,197 | 30,356 | ||||||
Total liabilities | $ | 273,464 | $ | 296,716 | ||||
Commitments and contingencies (see Note 12) | ||||||||
Stockholders’ equity: | ||||||||
Common stock, 0.0001 par value; 80,000,000 shares authorized at September 30, 2023; 13,409,543 and 13,165,919 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | $ | 1 | $ | 1 | ||||
Additional paid-in capital | 589,107 | 577,515 | ||||||
Accumulated deficit | (598,413 | ) | (494,787 | ) | ||||
Accumulated other comprehensive income | (983 | ) | (937 | ) | ||||
Total stockholders’ equity | $ | (10,288 | ) | $ | 81,792 | |||
Total liabilities and stockholders’ equity | $ | 263,176 | $ | 378,508 | ||||
| (In thousands, except share information) | September 30, 2022 | December 31, 2021 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 186,400 | $ | 379,702 | |||||||
| Restricted cash | 2,965 | 4,126 | |||||||||
| Investments: | |||||||||||
| Fixed maturities | |||||||||||
| Held-to-maturity debt securities, at amortized cost (net of allowance for credit losses of $433 at September 30, 2022 and $0 at December 31, 2021) | 46,132 | 67,164 | |||||||||
| Available-for-sale debt securities, at fair value (amortized cost $48,399 at September 30, 2022 and $0 at December 31, 2021) | 47,584 | — | |||||||||
| Mortgage loans | 302 | 2,022 | |||||||||
| Other long-term investments | 325 | 325 | |||||||||
| Total investments | $ | 94,343 | $ | 69,511 | |||||||
| Receivables (net of allowance for credit losses of $1,428 at September 30, 2022 and $1,082 at December 31, 2021) | 10,469 | 15,498 | |||||||||
| Prepaid expenses, deposits and other assets | 11,558 | 15,692 | |||||||||
| Lease right-of-use assets | 27,636 | — | |||||||||
| Fixed assets (net of accumulated depreciation of $29,650 at September 30, 2022 and $19,543 at December 31, 2021) | 63,558 | 45,953 | |||||||||
| Title plants | 14,533 | 13,952 | |||||||||
| Goodwill | 77,741 | 111,487 | |||||||||
Total assets | $ | 489,203 | $ | 655,921 | |||||||
| Liabilities and stockholders’ equity | |||||||||||
| Accounts payable | $ | 3,441 | $ | 6,930 | |||||||
| Accrued expenses and other liabilities | 34,955 | 54,149 | |||||||||
| Lease liabilities | 29,089 | — | |||||||||
| Senior secured credit agreement, net of debt issuance costs and original issue discount | 151,383 | 141,769 | |||||||||
| Liability for loss and loss adjustment expenses | 83,791 | 80,267 | |||||||||
| Warrant liabilities | 1,040 | 16,467 | |||||||||
| Sponsor Covered Shares liability | 312 | 5,415 | |||||||||
Total liabilities | $ | 304,011 | $ | 304,997 | |||||||
| Commitments and contingencies (see Note 12) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Common stock, 0.0001 par value; 2,000,000,000 shares authorized at September 30, 2022; 327,872,190 and 323,347,806 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | $ | 33 | $ | 33 | |||||||
| Additional paid-in capital | 571,167 | 543,070 | |||||||||
| Accumulated deficit | (385,369) | (192,179) | |||||||||
| Accumulated other comprehensive income | (639) | — | |||||||||
| Total stockholders’ equity | $ | 185,192 | $ | 350,924 | |||||||
Total liabilities and stockholders’ equity | $ | 489,203 | $ | 655,921 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In thousands, except share and per share information) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
Revenues: | ||||||||||||||||
Net premiums written (1) | $ | 73,736 | $ | 94,488 | $ | 219,468 | $ | 299,080 | ||||||||
Escrow, other title-related fees and other | 844 | 2,674 | 2,606 | 10,340 | ||||||||||||
Investment, dividend and other income | 1,660 | 753 | 4,257 | 1,683 | ||||||||||||
Total revenues | $ | 76,240 | $ | 97,915 | $ | 226,331 | $ | 311,103 | ||||||||
Expenses: | ||||||||||||||||
Premiums retained by agents (2) | $ | 60,815 | $ | 75,874 | $ | 180,122 | $ | 238,296 | ||||||||
Title examination expense | 969 | 1,810 | 2,943 | 6,809 | ||||||||||||
Provision for claims | 3,337 | 4,167 | 11,954 | 13,901 | ||||||||||||
Personnel costs | 15,521 | 36,288 | 58,363 | 132,124 | ||||||||||||
Other operating expenses | 11,479 | 16,147 | 34,694 | 50,532 | ||||||||||||
Long-lived asset impairment | 972 | — | 1,413 | — | ||||||||||||
Total operating expenses | $ | 93,093 | $ | 134,286 | $ | 289,489 | $ | 441,662 | ||||||||
Operating loss from continuing operations | $ | (16,853 | ) | $ | (36,371 | ) | $ | (63,158 | ) | $ | (130,559 | ) | ||||
Other (expense) income: | ||||||||||||||||
Change in fair value of Warrant and Sponsor Covered Shares liabilities | 263 | 1,438 | 386 | 20,531 | ||||||||||||
Interest expense | (5,495 | ) | (3,575 | ) | (14,487 | ) | (10,331 | ) | ||||||||
Loss from continuing operations before income taxes | $ | (22,085 | ) | $ | (38,508 | ) | $ | (77,259 | ) | $ | (120,359 | ) | ||||
Income tax expense | (154 | ) | (396 | ) | (466 | ) | (657 | ) | ||||||||
Loss from continuing operations, net of taxes | $ | (22,239 | ) | $ | (38,904 | ) | $ | (77,725 | ) | $ | (121,016 | ) | ||||
Loss from discontinued operations, net of taxes | (3,387 | ) | (45,209 | ) | (25,901 | ) | (71,775 | ) | ||||||||
Net loss | $ | (25,626 | ) | $ | (84,113 | ) | $ | (103,626 | ) | $ | (192,791 | ) | ||||
Earnings per share: | ||||||||||||||||
Net loss from continuing operations per share attributable to stockholders - basic and diluted | $ | (1.66 | ) | $ | (2.98 | ) | $ | (5.84 | ) | $ | (9.30 | ) | ||||
Net loss per share attributable to stockholders - basic and diluted | $ | (1.91 | ) | $ | (6.43 | ) | $ | (7.79 | ) | $ | (14.82 | ) | ||||
Weighted average shares outstanding common stock - basic and diluted | 13,395,010 | 13,072,471 | 13,305,428 | 13,008,082 | ||||||||||||
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| (In thousands, except share and per share information) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Net premiums written (1) | $ | 94,488 | $ | 141,491 | $ | 299,080 | $ | 358,754 | |||||||||||||||
| Escrow, other title-related fees and other | 12,627 | 20,452 | 43,106 | 59,092 | |||||||||||||||||||
| Investment, dividend and other income | 741 | 639 | 1,621 | 2,518 | |||||||||||||||||||
Total revenues | $ | 107,856 | $ | 162,582 | $ | 343,807 | $ | 420,364 | |||||||||||||||
| Expenses: | |||||||||||||||||||||||
Premiums retained by Third-Party Agents (2) | $ | 65,141 | $ | 91,596 | $ | 200,381 | $ | 227,115 | |||||||||||||||
| Title examination expense | 3,709 | 5,289 | 14,836 | 15,643 | |||||||||||||||||||
| Provision for claims | 4,665 | 6,685 | 15,586 | 16,741 | |||||||||||||||||||
| Personnel costs | 60,481 | 62,410 | 211,507 | 159,829 | |||||||||||||||||||
| Other operating expenses | 20,656 | 21,693 | 67,047 | 53,038 | |||||||||||||||||||
| Goodwill impairment | 33,746 | — | 33,746 | — | |||||||||||||||||||
Total operating expenses | $ | 188,398 | $ | 187,673 | $ | 543,103 | $ | 472,366 | |||||||||||||||
Loss from operations | $ | (80,542) | $ | (25,091) | $ | (199,296) | $ | (52,002) | |||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Change in fair value of Warrant and Sponsor Covered Shares liabilities | 1,438 | (4,478) | 20,531 | (4,478) | |||||||||||||||||||
| Interest expense | (4,584) | (4,531) | (13,280) | (12,341) | |||||||||||||||||||
Loss before income taxes | $ | (83,688) | $ | (34,100) | $ | (192,045) | $ | (68,821) | |||||||||||||||
| Income tax expense | (425) | (170) | (746) | (506) | |||||||||||||||||||
Net loss | $ | (84,113) | $ | (34,270) | $ | (192,791) | $ | (69,327) | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Net loss per share attributable to stockholders - basic and diluted | $ | (0.26) | $ | (0.14) | $ | (0.59) | $ | (0.54) | |||||||||||||||
| Weighted average shares outstanding common stock - basic and diluted | 326,820,954 | 245,003,754 | 325,207,884 | 128,105,954 | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).
(1) | Net premiums written includes revenues from a related party of $35.1 million and $34.8 million during the three months ended September 30, 2023 and 2022, respectively. Net premiums written includes revenues from a related party of $98.5 million and $96.1 million during the nine months ended September 30, 2023 and 2022, respectively (see Note 11). |
(2) | Premiums retained by agents includes expenses associated with a related party of $28.3 million and $27.9 million during the three months ended September 30, 2023 and 2022, respectively. Premiums retained by agents includes expenses associated with a related party of $79.5 million and $77.5 million during the nine months ended September 30, 2023 and 2022, respectively (see Note 11). |
Doma Holdings, Inc. Condensed Consolidated Statements of Comprehensive Loss (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Net loss Other comprehensive loss, net of tax: Unrealized gain (loss) on available-for-sale debt securities, net of tax Comprehensive loss The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited). Condensed Consolidated Statements of Changes in (Unaudited) Accumulated Additional Other Common Stock Paid-in Accumulated Comprehensive Stockholders’ (In thousands, except share information) Shares Amount Capital Deficit Income (Loss) Equity Balance, January 1, 2022 Exercise of stock options Vesting of RSU awards Stock-based compensation expense Cumulative effect of change in accounting principle Net loss Balance, March 31, 2022 Exercise of stock options Vesting of RSU awards Stock-based compensation expense Net loss Other comprehensive income Balance, June 30, 2022 Exercise of stock options Vesting of RSU awards Stock-based compensation expense Net loss Other comprehensive income Balance, September 30, 2022 Accumulated Additional Other Common Stock Paid-in Accumulated Comprehensive Stockholders’ (In thousands, except share information) Shares Amount Capital Deficit Income (Loss) Equity Balance, January 1, 2023 Exercise of stock options Vesting of RSU awards Stock-based compensation expense Net loss Other comprehensive income Balance, March 31, 2023 Exercise of stock options Vesting of RSU awards Stock-based compensation expense Net loss Other comprehensive loss Balance, June 30, 2023 Exercise of stock options Vesting of RSU awards Stock-based compensation expense Net loss Other comprehensive income Balance, September 30, 2023 The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited). Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, (In thousands) 2023 2022 Cash flow from operating activities: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Interest expense - paid in kind Depreciation and amortization Stock-based compensation expense Amortization of debt issuance costs and original issue discount Provision for doubtful accounts (reduction for expected credit losses) Deferred income taxes Realized loss on debt securities Loss on disposal of fixed assets and title plants Loss on sales of discontinued operations Net amortization of premiums and accretion of discounts on fixed maturity securities Change in fair value of Warrant and Sponsor Covered Shares liabilities Goodwill impairment Long-lived asset impairment Change in operating assets and liabilities, net of effects from sales of discontinued operations: Trade and other receivables Prepaid expenses, deposits and other assets Lease right-of-use assets and lease liabilities Accounts payable Accrued expenses and other liabilities Liability for loss and loss adjustments expenses Net cash used in operating activities Cash flow from investing activities: Proceeds from calls and maturities of investments: Held-to-maturity Proceeds from calls and maturities of investments: Available-for-sale Proceeds from sales and principal repayments of investments: Mortgage loans Purchases of investments: Held-to-maturity Purchases of investments: Available-for-sale Proceeds from sales of fixed assets Purchases of fixed assets Purchases of title plants Proceeds from sales of discontinued operations, net of cash disposed and working capital adjustments, and dividends from title plants Net cash provided by (used in) investing activities Cash flow from financing activities: Exercise of stock options Repayments on senior secured credit agreement Net cash provided by (used in) financing activities Net change in cash and cash equivalents and restricted cash Cash and cash equivalents and restricted cash at the beginning period Cash and cash equivalents and restricted cash at the end of period Supplemental cash flow disclosures: Cash paid for interest Supplemental disclosure of non-cash investing activities: Unrealized gain (loss) on available-for-sale debt securities The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited). Notes to Unaudited Condensed Consolidated Financial Statements (Amounts in thousands, except share and per share information or unless otherwise noted) On July 28, 2021 Unless the context otherwise requires, references herein to “company,” “Company,” “Doma,” “we,” “us,” “our” and similar terms refer to Doma Holdings, Inc. (f/k/a Capitol Investment Corp. V) and its consolidated subsidiaries. References to “Capitol” refer to our legal predecessor company prior to the consummation of the Business Combination. References to “Old Doma” refer to Old Doma prior to the Business Combination and to States Title, the wholly owned subsidiary of Doma, upon the consummation of the Business Combination. Old Doma was initially formed as a wholly-owned subsidiary of States Title Inc. (“Legacy States Title”) to combine the operations of Legacy States Title and the retail agency and title insurance underwriting business (the “Acquired Business”) of North American Title Group, LLC (“NATG”), a subsidiary of Lennar Corporation (“Lennar”). Doma is a real estate technology company that is disrupting a century-old industry by enabling a faster home closing experience with less friction for buyers and sellers. Doma uses proprietary machine intelligence technology and deep human expertise to create a vastly more simple and affordable experience for everyone involved in a residential real estate transaction, including current and prospective homeowners, mortgage lenders, title agents, and real estate professionals. With Doma, what used to take days can now be done in minutes, replacing an arcane and cumbersome process with a digital experience designed for today's world. Starting in the Subsequent to the finalization of the sale of the Local Component in the third quarter of 2023, our continuing operations continued to be reported as two business segments 2.Summary of significant accounting policies Basis of presentation The accompanying condensed consolidated balance sheet as of September 30, These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of September 30, Certain prior year amounts have been reclassified to conform to the current year presentation under Accounting Standard Codification 205-20-45, “Discontinued Operations." References to the Accounting Standard Codification (“ASC”) and Accounting Standard Updates (“ASU”) included hereinafter refer to the Accounting Standards Codification and Updates issued by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. The accompanying condensed consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions related to continuing operations have been eliminated in consolidation. Reverse stock split On June 29, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) to effect a 1-for-25 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) and a corresponding adjustment to its authorized capital stock, effective as of 11:59 p.m. Eastern Daylight Time on June 29, 2023 (the “Effective Time”). All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, and discussions, in this Quarterly Report, unless otherwise indicated. As a result of the Reverse Stock Split, every 25 shares of the Company’s issued and outstanding common stock were automatically converted into one share of issued and outstanding common stock. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of common stock were entitled to receive cash in an amount equal to the product obtained by multiplying (a) the closing price per share of the common stock as reported on the New York Stock Exchange as of the first trading day following the Effective Time, by (b) the fraction of one share owned by the stockholder. Proportionate adjustments were made to the number of shares issuable upon the exercise or vesting of all stock options, restricted stock awards, restricted stock units, performance restricted stock units or market-based awards (the “Stock-Based Awards”) and warrants outstanding at the Effective Time, which resulted in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such Stock-Based Awards and warrants. In the case of stock options and warrants, proportionate adjustments also included a proportional increase in the exercise price of such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2021 Omnibus Incentive Plan were proportionately reduced. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from the estimates made by management. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Significant items subject to such estimates and assumptions include, but are not limited to, reserves for incurred but not reported claims, the useful lives of property and equipment, accrued net premiums written from Third-Party Agent (as defined in Item Trade and other receivables, net Trade and other receivables include the following: September 30, December 31, 2023 2022 Trade receivables Accrued net premiums written from Third-Party Agent referrals Trade receivables, gross Allowance for credit losses Trade receivables, net Local Sales Deferred Earnout receivable Receivable from HSCM Investment trade receivables Miscellaneous other receivables Other receivables Trade and other receivables, net Trade receivables are generally due within thirty to ninety days and are recorded net of an allowance for credit losses. The Company determines the allowance for credit losses by considering a number of factors, including the length of time receivables are past due, previous loss history and a specific customer’s ability to pay its obligations to the Company. Amounts deemed uncollectible are expensed in the period in which such determination is made. The Local Sales Deferred Earnout receivable relates to the aggregate earnouts from the Local Sales discussed further in Note 3. The receivable from Hudson Structured Capital Management Ltd. (“HSCM”) consists of the cash proceeds from the Local Sales and from the sale of the title plant in Texas described in Note 18, net of repayments on the senior secured credit agreement, payable to the Company upon the occurrence of certain strategic events. Title plants Title plants are carried at cost, with costs incurred to maintain, update and operate title plants expensed as incurred. Because properly maintained title plants have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation or amortization. The Company analyzes the title plants for impairment when events or circumstances indicate that the carrying amount may not be recoverable. This analysis includes, but is not limited to, the effects of obsolescence, duplication, demand and other economic factors. There were no impairments of title plants for the three and nine months ended September 30, Goodwill Goodwill represents the excess of the acquisition price over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is assigned to one or more reporting units on the date of acquisition. We review our goodwill for impairment annually on October 1 of each year and between annual tests if events or circumstances arise that would more likely than not reduce the fair value of any one of our reporting units below its respective carrying amount. In performing our annual goodwill impairment test, we first perform a qualitative assessment, which requires that we consider macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in the Company’s stock price, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit or other factors that have the potential to impact fair value. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair values of our reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed. If the fair value of the reporting unit is less than its carrying amount, a non-cash impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the loss not exceeding the total amount of goodwill allocated to that reporting unit. Any impairment is charged to operations in the period that the impairment is identified. Reinsurance The Company utilizes Under the Payments and recoveries on reinsured losses for the Company’s title insurance business were immaterial during the three and nine months ended September 30, Ceding commission from reinsurance transactions are presented as revenue within the “Escrow, other title-related fees and other” revenue line item in the consolidated statements of operations. Total premiums ceded in connection with reinsurance are netted against the written premiums in the consolidated statements of operations. Gross premiums earned and ceded premiums are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Gross premiums earned Ceded premiums Net premiums earned Percentage of amount net to gross Income taxes Our effective tax rate for the nine months ended September 30, Leases The Company determines if a contract contains a lease at inception of the contract. The Company's inventory of leases primarily consists of operating office space and office equipment leases which are recorded as a lease obligation liability and as a lease right-of-use asset on the accompanying condensed consolidated balance sheet. The lease right-of-use asset represents the Company's right to use each underlying asset for the lease term and the lease obligation liability represents the Company's obligation over the lease term. The Company's lease obligation is recorded at the present value of the lease payments based on the term of the lease. The Company applies an incremental borrowing rate of interest as of the effective date of adoption or the lease effective date equivalent to a collateralized borrowing rate with similar terms. The discount rate used to calculate the present value of our future Lease expenses for lease payments, where appropriate, are recognized on a straight-line basis over the lease term. Short-term leases of 12 months or less are recorded in the condensed consolidated balance sheet and lease payments are recognized on the condensed consolidated statement of operations. The Company accounts for agreements with lease and non-lease components as a single lease component. For more information on leases, refer to Note 17 of this Quarterly Report. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions and our investment portfolio. The Company has not experienced losses on the cash accounts and management believes the Company is not exposed to significant risks on such accounts. Additionally, we manage the exposure to credit risk in our investment portfolio by investing in high quality securities and diversifying our holdings. Our investment portfolio is comprised of corporate debt, foreign government securities, certificates of deposit, single-family residential mortgage loans, and U.S. Treasuries. Emerging Growth Company and Smaller Reporting Company The Company is an “emerging growth company,” as defined in Section Further, Section Additionally, Recently issued and adopted accounting pronouncements In June 2016, the FASB issued ASU No. In February 2016, the FASB issued ASU In January 2020, the FASB issued ASU Recently issued but not adopted accounting pronouncements In August 2018, the FASB issued ASU 3. Business Capitol Business Combination As described in Note 1, on March 2, 2021, Old Doma entered into the Agreement with Capitol, a blank check company incorporated in the State of Delaware and formed for the purpose of effecting a merger. Pursuant to the Agreement, a newly formed subsidiary of Capitol was merged with and into Old Doma, and the Business Combination was completed on July 28, 2021. The Business Combination was accounted for as a reverse recapitalization and Capitol was treated as the acquired company for financial statement reporting purposes. Old Doma was deemed the predecessor for financial reporting purposes and Doma was deemed the successor SEC registrant, meaning that Old Doma’s financial statements for periods prior to the consummation of the Business Combination are disclosed in the financial statements included within this Quarterly Report and will be disclosed in Doma’s future periodic reports. No goodwill or other intangible assets were recorded, in accordance with GAAP. Immediately after the Closing Date, On December 4, 2020, Capitol consummated its initial public offering, which included the issuance of 11,500,000 redeemable warrants (the “Public Warrants”). Simultaneously with the closing of the initial public offering, Capitol completed the private sale of 5,833,333 warrants (the “Private Placement Warrants”). These Warrants remain outstanding following the Business Combination and Immediately after the Closing Date, 20% of the aggregate of our common stock held by certain investors (collectively, the “Sponsor”) Also following the Closing Date, the Sellers have the contingent right to receive up to an additional number of shares equal to 5% of the sum of (i) the aggregate number of outstanding shares of our common stock (including restricted common stock, but excluding Sponsor Covered Shares), plus (ii) the maximum number of shares underlying our options that are vested and the maximum number of shares underlying warrants to purchase shares of Doma common stock issued as replacement warrants for Old Doma warrants, in each case of these clauses (i) and (ii), as of immediately following the Closing Date (the “Seller Earnout Shares”). The Seller Earnout Shares are contingently issuable to the Sellers in two tranches: (i) Unless the context otherwise requires or otherwise indicates, share counts of Doma common stock provided in this Quarterly Report exclude both the Sponsor Covered Shares and the Seller Earnout Shares. North American Title Acquisition On January 7, 2019, we acquired from Lennar its subsidiary, North American Title Insurance Company, which operated its title insurance underwriting business, and its Local Retail Branch Sales On May 19, 2023, Doma Title of California, Inc. (the “Seller”) and Doma Corporate LLC, both subsidiaries of the Company, entered into and closed an asset purchase agreement (the “WFG Asset Purchase Agreement”) with Williston Financial Group LLC (“WFG”). Pursuant to the terms and subject to the conditions set forth in the WFG Asset Purchase Agreement, the Seller agreed to sell to WFG certain assets used in or related to the Company’s title insurance agency business operated through retail title offices located in the State of California (the “WFG Asset Sale”) for an aggregate purchase price of up to $24.5 million, subject to certain adjustments set forth in the WFG Asset Purchase Agreement. The gross purchase price for the WFG Asset Sale consists of $10.5 million paid by WFG to the Seller on May 19, 2023 (the “WFG Sale Closing Date”) and a deferred payment of up to $14.0 million payable by WFG to the Seller within 30 days after the 12-month anniversary of the WFG Sale Closing Date ("WFG Deferred Payment"). The amount of the WFG Deferred Payment is subject to an earnout based on the retention of specified employees hired by WFG or an affiliate of WFG after the WFG Sale Closing Date. The sale included 22 retail title locations and operations centers in the Northern and Central California regions and 123 total employees. On the WFG Sale Closing Date, the Seller and a WFG affiliate, WFG National Title Insurance Company, entered into a customary transition services agreement. In separate transactions, on July 14, 2023, the Company entered into and closed asset purchase agreements to sell certain assets used in or related to the Company’s title insurance agency business operated through retail title offices located in the Midwest and Texas to Hamilton National Title LLC d/b/a Near North Title Group and Capital Title of Texas, LLC, respectively. Additionally, on July 28, 2023, the Company closed an asset purchase agreement to sell certain assets used in or related to the Company’s title insurance agency business operated through retail title offices located in Florida to Hamilton National Title LLC d/b/a Near North Title Group. The Company Unless the context otherwise requires, references herein to “Q3 Local Sales” refers to the transactions entered into with Hamilton National Title LLC d/b/a Near North Title Group and In conjunction with the Local Sales, we recognized the following: WFG Asset Sale Q3 Local Sales Total Local Sales Pre-tax loss on sale of business Cash consideration Deferred Earnout receivable Total purchase consideration Total transaction costs, including legal fees, professional fees and other The Deferred Earnout is recorded in trade and The following table presents the net assets sold and the goodwill WFG Asset Sale Q3 Local Sales Total Local Sales Goodwill Title plants Fixed assets Other assets Total assets Accrued expenses and other liabilities Total liabilities Net assets 4.Investments and fair value measurements Held-to-maturity debt securities The cost basis, fair values and gross unrealized gains and losses of our held-to-maturity debt securities are as follows: September 30, 2023 December 31, 2022 Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value Corporate debt securities(1) U.S. Treasury securities Foreign government securities Certificates of deposit Total Allowance for credit losses Total, net of allowance for credit losses (1) Includes both U.S. and foreign corporate debt securities. The cost basis of held-to-maturity debt securities includes an adjustment for the amortization of premium or discount since the date of purchase. Held-to-maturity debt securities valued at approximately The change in net unrealized gains and losses on held-to-maturity debt securities for the nine months ended September 30, Net realized gains of held-to-maturity debt securities are computed using the specific identification method and are included in the condensed consolidated statements of operations. The following table presents certain information regarding contractual maturities of our held-to-maturity debt securities: September 30, 2023 Maturity % of % of Amortized Cost Total Fair Value Total One year or less After one year through five years Total There were no held-to-maturity debt securities with contractual maturities after five years. Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Net unrealized losses on held-to-maturity debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows: September 30, 2023 December 31, 2022 Corporate U.S. Corporate U.S. Foreign debt Treasury debt Treasury government securities securities Total securities securities securities Total Less than 12 months Fair value Unrealized losses Greater than 12 months Fair value Unrealized losses Total Fair value Unrealized losses We believe that any unrealized losses on our held-to-maturity debt securities at September 30, Under the CECL model, the Company recognizes credit losses for its held-to-maturity debt securities by setting up an allowance which is remeasured each reporting period, with changes in the allowance recorded in the condensed consolidated statements of operations. The Company establishes an allowance for credit losses based on a number of factors including the current economic conditions, management's expectations of future economic conditions and performance indicators, such as credit agency ratings and payment and default history. As of September 30, For our held-to-maturity debt securities, the Company's model estimates expected credit loss by multiplying the exposure at default by both the probability of default and loss given default (“LGD”). The probability of default and LGD percentages are estimated after considering historical experience with global default rates and unsecured bond recovery rates for horizons aligning to the Company’s held-to-maturity debt security portfolio. The calculated Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities Beginning balance, January 1, 2023 Current-period provision (reduction) for expected credit losses Write-off charged against the allowance, if any Recoveries of amounts previously written off, if any Ending balance of the allowance for credit losses, September 30, 2023 Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities Beginning balance, January 1, 2022 Current-period provision (reduction) for expected credit losses Write-off charged against the allowance, if any Recoveries of amounts previously written off, if any Ending balance of the allowance for credit losses, September 30, 2022 The current-period Available-for-sale debt securities The cost basis, fair values and gross unrealized gains and losses of our available-for-sale debt securities are as follows: September 30, 2023 December 31, 2022 Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value Corporate debt securities(1) U.S. Treasury securities Foreign government securities Total (1) Includes both U.S. and foreign corporate debt securities. The cost basis of available-for-sale debt securities includes an adjustment for the amortization of premium or discount since the date of purchase. The change in net unrealized gains on available-for-sale debt securities for the nine months ended September 30, Net realized gains on disposition of available-for-sale debt securities are computed using the specific identification method and are included in the condensed consolidated statements of operations. The following table presents certain information regarding contractual maturities of our available-for-sale debt securities: Maturity September 30, 2023 % of % of Amortized Cost Total Fair Value Total One year or less After one year through five years Total There were no available-for-sale debt securities with contractual maturities after five years. Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Net unrealized losses on available-for-sale debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows: September 30, 2023 December 31, 2022 Corporate U.S. Foreign Corporate U.S. Foreign debt Treasury government debt Treasury government securities securities securities Total securities securities securities Total Less than 12 months Fair value Unrealized losses Greater than 12 months Fair value Unrealized losses Total Fair value Unrealized losses We believe that any unrealized losses on our available-for-sale debt securities at September 30, As of September 30, Mortgage loans The mortgage loan portfolio as of September 30, Mortgage loans, which include contractual terms to maturity of thirty years, are not categorized by contractual maturity as borrowers may have the right to call or prepay obligations with, or without, call or prepayment penalties. The change in the mortgage loans during the nine months ended September 30, The cost and estimated fair value of mortgage loans are as follows: September 30, 2023 December 31, 2022 Estimated Fair Estimated Fair Cost Value Cost Value Mortgage loans Total Investment income Investment income from securities consists of the following: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Available-for-sale debt securities Held-to-maturity debt securities Mortgage loans Other Total Accrued interest receivable Accrued interest receivable from investments is included in trade and other receivables, net in the condensed consolidated balance sheets. The following table reflects the composition of accrued interest receivable for investments: September 30, 2023 December 31, 2022 Corporate debt securities U.S. Treasury securities Foreign government securities Accrued interest receivable on investment securities The Company does not recognize an allowance for credit losses for accrued interest receivable, which is recorded in the trade and other receivables line in the condensed consolidated balance sheets, because the Company writes off accrued investment income timely. The Company writes off accrued interest receivables after three months by reversing interest income. Fair value measurement ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure financial assets or liabilities at fair value. The observability of inputs is impacted by a number of factors, including the type of asset or liability, characteristics specific to the asset or liability, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1 Quoted prices (unadjusted) in active markets for identical asset or liability at the measurement date are used. Level 2 Pricing inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Pricing inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. The inputs used in determination of fair value require significant judgment and estimation. When fair value inputs fall within different levels of the fair value hierarchy, the level in the fair value hierarchy within which the asset or liability is categorized in its entirety is determined based on the lowest level input that is significant to the asset or liability. Assessing the significance of a particular input to the valuation of an asset or liability in its entirety requires judgment and considers factors specific to the asset or liability. The categorization of an asset or liability within the hierarchy is based upon the pricing transparency of the asset or liability and does not necessarily correspond to the perceived risk of that asset or liability. The following table summarizes the Company’s investments measured at fair value. The Company’s available-for-sale securities in the following table are recorded at fair value on the accompanying condensed consolidated balance sheets. Assets September 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Held-to-maturity: Corporate debt securities U.S. Treasury securities Foreign government securities Certificate of deposits Total held-to-maturity debt securities Available-for-sale: Corporate debt securities U.S. Treasury securities Foreign government securities Total available-for-sale debt securities Mortgage loans Total The Company classifies U.S. Treasury bonds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. Corporate debt securities and certificates of deposit are classified within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may be actively traded. The Company classifies mortgage loans as Level 3 due to the reliance on significant unobservable valuation inputs. The Company’s liabilities in the following table are recorded at fair value on the accompanying condensed consolidated balance sheets. The following table summarizes the Company’s liabilities measured at fair value: Liabilities September 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Public Warrants Private Placement Warrants Sponsor Covered Shares Total The Company considers the Public Warrants to be Level 1 liabilities due to the use of an observable market quote in an active market under the The fair value of the Sponsor Covered Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential stock price outcomes on a daily basis over the original 10-year vesting period. The unobservable significant inputs to the valuation model were as follows: September 30, 2023 Current stock price Expected volatility Risk-free interest rate Expected term (years) Expected dividend yield Annual change in control probability The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Sponsor Covered Shares Fair value as of December 31, 2022 Change in fair value of Sponsor Covered Shares Fair value as of September 30, 2023 Local Sales Deferred Earnout Fair value as of December 31, 2022 WFG Asset Sale Q3 Local Sales Accretion of discount Fair value as of September 30, 2023 There were no transfers of assets or liabilities between Level 1 and Level 2 during the three or nine months ended September 30, Cash and cash equivalents, restricted cash, trade and other receivables, prepaid expenses and other assets, accounts payable, and accrued expenses and other liabilities approximate fair value and are therefore excluded from the leveling table above. The cost basis is determined to approximate fair value due to the short term duration of these financial instruments. 5.Revenue recognition Disaggregation of revenue Our revenue consists of: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenue Stream Statements of Operations Classification Segment Total Revenue Total Revenue Revenue from insurance contracts: Direct Agents title insurance premiums Net premiums written Underwriting Third-Party Agent title insurance premiums Net premiums written Underwriting Total revenue from insurance contracts Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Corporate and Other Other title-related fees and income Escrow, title-related and other fees Corporate and Other Other title-related fees and income Escrow, title-related and other fees Underwriting Other title-related fees and income Escrow, title-related and other fees Elimination(1) Total revenue from contracts with customers Other revenue: Interest and investment income (2) Investment, dividend and other income Corporate and Other Interest and investment income (2) Investment, dividend and other income Underwriting Realized gains and losses, net Investment, dividend and other income Corporate and Other Realized gains and losses, net Investment, dividend and other income Underwriting Total other revenues Total revenues (1) Premiums retained by Direct Agents are recognized as income to the Corporate and Other segment, and expense to the Underwriting segment. Upon consolidation, the impact of these internal segment transactions from continuing operations is eliminated. See Note 7. Segment information for additional breakdown. (2) Interest and investment income consists primarily of interest payments received on held-to-maturity debt securities, available-for-sale debt securities and mortgage loans. 6.Liability for loss and loss adjustment expenses A summary of the changes in the liability for loss and loss adjustment expenses for the nine months ending September 30, September 30, 2023 2023 2022 Balance at the beginning of the year Provision for claims related to: Current year Prior years Total provision for claims Paid losses related to: Current year Prior years Total paid losses Balance at the end of the period Provision for claims as a percentage of net written premiums We continually update our liability for loss and loss adjustment expense estimates as new information becomes known, new loss patterns emerge, or as other contributing factors are considered and incorporated into the analysis. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims, and other factors. Current year incurred and paid losses includes current year reported claims as well as estimated future losses on such claims. For the nine months ended September 30, 7.Segment information We have historically reported our operations in two business segments: "Distribution," which included our divested Local channel as well as our Doma Enterprise channel and Beginning in the third quarter of 2023, we have reflected the results of the Local Component as discontinued operations in the condensed consolidated statements of operations for all periods presented. Subsequent to the announcement of the Local Sales, the Company’s chief operating decision maker reviews financial performance and makes decisions about the allocation of resources for our operations through two reportable segments, A description of each of our reportable segments is as follows. • Underwriting: our Underwriting segment reflects the results of our title insurance underwriting business, including policies referred primarily through our Third-Party Agents channel. The referring agents retain approximately 82% - 84% of the policy premiums in exchange for their services. These retention rates vary by state and agent. • Corporate and Other: our Corporate and Other segment includes our operations related to the execution of our title, escrow and settlement services through our Doma Enterprise channel. Our Doma Enterprise channel targets partnerships with national lenders and mortgage originators that maintain centralized lending operations ("Direct Agents"). Once an Enterprise partnership has been established, we integrate our Doma Intelligence platform with the partner’s production systems, to enable frictionless order origination and fulfillment. Substantially all Doma Enterprise orders are underwritten by Doma. In addition, Corporate and Other includes investing activity related to our investment portfolio held outside of Underwriting. We use adjusted gross profit as the primary profitability measure for making decisions regarding ongoing operations. Adjusted gross profit is calculated by subtracting direct costs, such as premiums retained by agents, direct labor, other direct costs, and provision for claims, from total revenue. Our chief operating decision maker evaluates the results of the aforementioned segments on a pre-tax basis. Segment adjusted gross profit excludes certain items which are included in net loss, such as depreciation and amortization, corporate and other expenses, The following table summarizes the operating results from continuing operations of the Company’s reportable segments: Three Months Ended September 30, 2023 Underwriting Corporate and Other Eliminations Consolidated total Net premiums written Escrow, other title-related fees and other (1) Investment, dividend and other income Total revenue Premiums retained by agents (2) Direct labor (3) Other direct costs (4) Provision for claims Adjusted gross profit Nine Months Ended September 30, 2023 Underwriting Corporate and Other Eliminations Consolidated total Net premiums written Escrow, other title-related fees and other (1) Investment, dividend and other income Total revenue Premiums retained by agents (2) Direct labor (3) Other direct costs (4) Provision for claims Adjusted gross profit Three Months Ended September 30, 2022 Underwriting Corporate and Other Eliminations Consolidated total Net premiums written Escrow, other title-related fees and other (1) Investment, dividend and other income Total revenue Premiums retained by agents (2) Direct labor (3) Other direct costs (4) Provision for claims Adjusted gross profit Nine Months Ended September 30, 2022 Underwriting Corporate and Other Eliminations Consolidated total Net premiums written Escrow, other title-related fees and other (1) Investment, dividend and other income Total revenue Premiums retained by agents (2) Direct labor (3) Other direct costs (4) Provision for claims Adjusted gross profit (1) Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents. (2) This expense represents a deduction from the net premiums written for the amounts that are retained by Direct Agents and Third-Party Agents as compensation for their efforts to generate premium income for our Underwriting segment. The impact of premiums retained by our Direct Agents from continuing operations and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation. (3) Includes all compensation costs, including salaries, bonuses, incentive payments, and benefits, for personnel involved in the direct fulfillment of title and/or escrow services. Direct labor excludes severance costs. (4) Includes title examination expense, office supplies, and premium and other taxes. The following table provides a reconciliation of the Company’s total reportable segments’ adjusted gross profit to its total loss from continuing operations before income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Adjusted gross profit Depreciation and amortization Other indirect expenses (1) Long-lived asset impairment Change in fair value of Warrant and Sponsor Covered Shares liabilities Interest expense Loss from continuing operations before income taxes (1) Includes other indirect costs not allocated to segments including corporate support function costs, such as legal, finance, human resources, technology support and certain other indirect operating expenses, such as sales and management payroll, and incentive related expenses. As of September 30, 8.Debt Senior secured credit agreement On December 31, 2020, Old Doma executed a loan and security agreement with Hudson Structured Capital Management Ltd. (“HSCM”), providing for a $150.0 million senior secured term loan (“Senior Debt”) that was funded by the lenders, which are affiliates of HSCM, on January 29, 2021 On May 19, 2023, Old Doma and certain subsidiaries of the Company, as guarantors, entered into the third amendment to the Senior Debt agreement (the “Third Amendment”). The Third Amendment amends certain mandatory prepayment provisions related to the disposition of assets by Old Doma or any of its subsidiaries such that Old Doma is required, within five business days following the receipt of net cash proceeds from dispositions in excess of $750,000 in any fiscal year (other than certain permitted dispositions), to repay the outstanding principal amount of term loan borrowings in an amount equal to 100% of such excess net cash proceeds received by Old Doma or any of its subsidiaries from such dispositions, unless HSCM, as agent, otherwise agrees. The estimated fair value of the Senior Debt at September 30, 9.Stock compensation expense The Company issued stock options (incentive stock options (“ISOs”) The Company issues restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”) under the2021 Omnibus Incentive Plan. The RSUs are subject to time-based vesting, generally with a majority of the RSUs vesting 25% on the first anniversary of the award date and ratably thereafter for twelve quarters, such that the RSUs will be fully vested on the fourth anniversary of their award date. Eligible participants in the PRSUs will receive a number of earned shares based on Company financial results during the performance period, as established by the Company’s board of directors. Earned shares for the PRSUs will fully vest once the continuous employment service condition is met after the performance period. The RSUs and PRSUs are measured at fair market value on the grant date and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. In June 2022, the Company issued stock awards to its Chief Executive Officer under the2021 Omnibus Incentive Plan that vest upon the satisfaction of a time-based service condition and a market condition (“market-based awards”). Both the service and the market condition must be satisfied for the award to vest. The market condition of the awards is based on the In May 2023, the compensation committee of the Company's board of directors approved modifications to the vesting conditions and exercise periods of outstanding equity compensation awards held by certain of the Company's then-current employees who became employees of WFG in the WFG Asset Sale. These modifications became effective upon acceptance of employment with WFG. Pursuant to such modifications, the options and RSUs held by WFG employees vest on May 20, 2024; provided that employment with WFG does not terminate prior to such date. These modified awards vest based on conditions that are not classified as a service, market or performance condition, and as a result, such awards are classified as a liability. In accordance with ASC 718, "Compensation - Stock Compensation," stock-based compensation expense of $2.2 million previously incurred on the original awards was reversed in the personnel costs line in the consolidated statements of operations in the second quarter of 2023, and the Company recorded a liability of $0.2 million for the fair value of the modified awards in the accrued expenses and other liabilities line in the condensed consolidated balance sheet as of September 30, 2023. On August 3, 2023, the compensation committee of the Company's board of directors granted RSUs totaling approximately 1.0 million shares. The RSUs are subject to time-based vesting, with 50% of the RSUs vesting on the six-month anniversary of the award date, and the remainder vest in four consecutive, equal, quarterly installments such that the award is fully vested on the 18-month anniversary of the award date; provided the awardee is continuously employed through such date as applicable. For the three and nine months ended September 30, 2022, a decrease in stock-based compensation expense of $1.2 million and $4.2 million, respectively, was recognized due to changes in the estimated probability of the financial metrics associated with certain PRSUs. Stock-based compensation expense for the three months ended September 30, Stock options (ISO and NSO) During the nine months ended September 30, Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Life Intrinsic Stock Options Price ($) (In years) Value ($) Outstanding as of December 31, 2022 Granted Exercised Cancelled or forfeited Outstanding as of September 30, 2023 Options exercisable as of September 30, 2023 As of September 30, RSAs, RSUs and PRSUs During the nine months ended September 30, Number of Average RSAs, RSUs Grant Date and PRSUs Fair Value ($) Non-vested at December 31, 2022 Granted Vested Adjustment for PRSUs expected to vest Cancelled or Forfeited Non-vested at September 30, 2023 As of September 30, Market-based awards The market-based awards were measured at fair market value on the grant date, and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. The fair value of the market-based awards was determined using a Monte Carlo simulation valuation model using a distribution of potential stock price outcomes on a daily basis over the original 4-year vesting period. The unobservable significant inputs to the valuation model at the time of award issuance were as follows: Stock price at issuance Expected volatility Risk-free interest rate Expected term Expected dividend yield During the nine months ended September 30, Number of Average Market-based Grant Date awards Fair Value ($) Non-vested at December 31, 2022 Granted Vested Cancelled or Forfeited Non-vested at September 30, 2023 As of September 30, 10.Earnings per share The calculation of the basic and diluted EPS Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator Net loss from continuing operations Denominator Weighted-average common shares – basic and diluted Net loss from continuing operations per share - basic and diluted Net loss from discontinued operations per share - basic and diluted Net loss per share attributable to stockholders - basic and diluted As we have reported net loss for each of the periods presented, all potentially dilutive securities are antidilutive. The As of September 30, 2023 2022 Outstanding stock options Warrants for common and preferred stock RSA’s, RSU’s and PRSU’s Market-based awards Sponsor Covered Shares and Seller Earnout Shares Total antidilutive securities 11.Related party transactions Equity held by Lennar In connection with the North American Title Acquisition, subsidiaries of Lennar were granted equity in the Company. As of September 30, Transactions with Lennar In the routine course of its business, Doma Title Insurance, Inc. (“DTI”) underwrites title insurance policies for a subsidiary of Lennar. The Company recorded the following revenues and premiums retained by Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues Premiums retained by agents September 30, 2023 December 31, 2022 Net receivables These amounts are included in trade and other receivables, net in the Company’s condensed consolidated balance sheets. On April 27, 2023, the Company entered into a sublease agreement with Lennar. The sublease with Lennar commenced on September 1, 2023 and ends on September 30, 2026. The total sublease income over the term of the agreement is expected to be $0.2 million. 12.Commitments and contingencies Legal matters The Company is subject to claims and litigation matters in the ordinary course of business. Management does not believe the resolution of any such matters will have a materially adverse effect on the Company’s financial position or results of operations. Commitments and other contingencies The Company also administers escrow deposits as a service to customers, a substantial portion of which are held at See Note 17 in our condensed consolidated financial statements for information on our operating lease obligations. 13.Accrued expenses and other liabilities Accrued expenses and other liabilities include the following: September 30, December 31, 2023 2022 Employee benefits Severance Contract terminations Premium taxes Employee compensation Other Total accrued expenses and other liabilities Workforce reduction plans In Liabilities associated with the Reduction Plans are included in accrued expenses and other liabilities in the condensed consolidated balance sheet as of September 30, The following table summarizes activity related to the liabilities associated with the Reduction Plans: Total Balance as of January 1, 2023 Charges incurred (1) Payments and other adjustments Balance as of September 30, 2023 (1) Charges incurred In the three and nine months ended September 30, Contract terminations Associated with the Company’s Reduction Plans and vendor management initiatives during the year ended December 31, 2022, the Company recorded $5.2 million in accelerated contract charges related to contracts that will continue to be incurred for the contracts’ remaining terms without economic benefit to the Company. Additionally, with the execution of the 2023 Reduction, the Company recorded $1.3 million during the three months ended September 30, 2023 in accelerated contract charges related to contracts that will continue to be incurred for the contracts’ remaining terms without economic benefit to the Company. These contract termination charges were recorded in other operating expenses in the consolidated statements of operations. There were no accelerated contract charges recorded during the three and nine months ended September 30, 2022. As of September 30, 2023, total accrued liabilities related to these accelerated contract charges were $4.1 million. 14.Employee benefit plan The Company sponsors a defined contribution For the three months ended September 30, 15.Research and development For the three and nine months ended September 30, Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development expenses incurred Capitalized internally developed software costs Research and development spend, inclusive of capitalized internally developed software cost Our research and development costs reflect certain payroll-related costs of employees directly associated with such activities and certain software subscription costs, which are included in personnel costs For the three and nine months ended September 30, 2023, the Company recorded an impairment charge of $1.1 million related to internally developed software no longer in use. The Company does not expect to receive future economic benefit from the use of these assets and therefore, reduced the carrying amount to zero for these assets. The fair value of the impacted software was determined in accordance with ASC 360, Property, Plant, and Equipment, using a cash flow valuation methodology with Level 3 inputs, primarily internal revenue forecasts. The impairment of internally developed software primarily relates to our Corporate and Other segment. The internally developed software impairments are recorded in long-lived asset impairment in the consolidated statements of operations. There were no impairments of internally developed software during the three and nine months ended September 30, 2022. 16.Warrant liabilities As a result of the Business Combination, the Company assumed, as of the Closing Date, Public Warrants to purchase an aggregate of The Warrants became exercisable commencing on December 4, 2021, which is one year from the closing of the initial public offering of Capitol; provided, that we maintain an effective registration statement under the Securities Act of 1934, as amended (the “Securities Act”), covering our common stock. Redemption of Public Warrants when the price per share of our common stock equals or exceeds The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; and • if, and only if, the last reported sale price of our common stock equals or exceeds $450.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the Public Warrant holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon a cashless exercise of the Public Warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the Redemption of Public Warrants when the price per share of our common stock equals or exceeds The Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Public Warrants prior to redemption and receive a number of shares based on the redemption date and the “fair market value” of common stock except as otherwise described below; • if, and only if, the last reported sale price of our common stock equals or exceeds $250.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of common stock and equity-linked securities as described above) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders; and • if, and only if, the last reported sale price of common stock is less than $450.00 per share (as adjusted for stock for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. Beginning on the date the notice of redemption is given until the Public Warrants are redeemed or exercised, holders may elect to exercise their Public Warrants on a cashless basis. The “fair market value” of our common stock will mean the volume-weighted average price of our common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Public Warrants. In no event will the The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants, (i) subject to limited exceptions, are not redeemable by us, (ii) may be exercised for cash or on a cashless basis and (iii) are entitled to registration rights (including the shares of our common stock issuable upon exercise of the Private Placement Warrants), in each case, so long as they are held by the initial purchasers or any of their permitted transferees (as further described in the warrant agreement, dated as of December 1, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, they will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants. On September 3, 2021, the Company filed a Registration Statement on Form 17. Leases The Company has operating leases consisting of office space and office equipment. Lease terms and options vary in the Company's operating leases dependent upon the underlying leased asset. We exclude options to extend or terminate a lease from our recognition as part of our right-of-use assets and lease liabilities until those options are known and/or executed, as we typically do not exercise options to purchase the underlying leased asset. As of September 30, Nine Months Ended September 30, 2023 2022 Components of lease expense: Operating lease expense Less sublease income Net lease expense Cash flow information related to leases: Operating cash outflow from operating leases during the nine months ended September 30, 2023 and 2022 September 30, 2023 September 30, 2022 Right-of-use assets obtained during the nine months ended September 30, 2023 and 2022 in exchange for new operating lease liabilities Weighted average remaining lease term (years) Weighted average discount rate Maturities of lease liabilities: Continuing Operations Discontinued Operations 2023 2024 2025 2026 2027 Total lease payments Less imputed interest Lease liabilities During the three and nine months ended September 30, 2023, the Company recorded a $0.0 million and $0.3 million in impairments in continuing operations on its operating lease right-of-use assets due to vacating locations as a result of a smaller workforce. The right-of-use asset impairments were recorded in long-lived asset impairment in the consolidated statements of operations. During the three and nine months ended September 30, 2023, the Company recorded a $2.5 million and $3.3 million in impairments in discontinuing operations on its operating lease right-of-use assets due to exiting the Local Component. The right-of-use asset impairments were determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC 360, Property, Plant, and Equipment, using Level 2 inputs. The fair value of the right-of-use asset was based on the estimated sublease income taking into consideration the time period it will take to obtain a sublessor, the uncertainty of obtaining a sublessor, vacancy rates in the associated market, and the sublease rate. The right-of-use asset impairments in continuing operations relate to our Corporate and Other segment. There were no impairments of operating lease right-of-use assets during the three and nine months ended September 30, 2022. 18.Discontinued Operations In the second and third quarters of 2023, the Company sold its assets used in or related to the Company’s Local Component. In conjunction with the sale of the Local Component, on June 9, 2023, the Company sold a title plant in Texas for a total sale price of $7.6 million. Costs to sell the title plant were $0.7 million. The sale of the title plant resulted in a realized gain of $3.8 million recorded in the gain (loss) on sales of discontinued operations line on the condensed consolidated statement of operations. With the execution of these agreements, the Company no longer has operations related to our previous Local retail branch footprint. With the final execution of these agreements during the third quarter of 2023, the Company determined that this represented a strategic shift that had a major effect on the Company’s operations and financial results, which triggered discontinued operations presentation, in accordance with ASC 205-20-45, for the Company's Local Component within its previous Distribution segment. Refer to Note 3 for additional details on the divestiture transactions. The assets and liabilities associated with discontinued operations, including assets and liabilities sold in the Local Sales, assets separately disposed and remaining Local Component assets and liabilities, have been presented separately in our condensed consolidated balance sheets. The major assets and liability categories were as follows as of the dates indicated: (In thousands, except share information) September 30, 2023 December 31, 2022 Assets Trade and other receivables (net of allowance for credit losses of $0 at September 30, 2023 and $75 at December 31, 2022) Prepaid expenses, deposits and other assets Lease right-of-use assets Fixed assets (net of accumulated depreciation of $3,819 at September 30, 2023 and $7,847 at December 31, 2022) Title plants Goodwill Assets held for disposal Liabilities Accounts payable Accrued expenses and other liabilities Lease liabilities Senior secured credit agreement, net of debt issuance costs and original issue discount Liability for loss and loss adjustment expenses Liabilities held for disposal Summary operating results of discontinued operations were as follows for the periods indicated: Three Months Ended September 30, 2023 Local Component Eliminations (1) Total Revenues: Escrow, other title-related fees and other Investment, dividend and other income Total revenues Operating expenses excluding impairments Goodwill impairment Long-lived asset impairment Total operating expenses Loss from discontinued operations Other (expense) income: Interest expense Gain (loss) on sales of discontinued operations Loss from discontinued operations before income taxes Income tax expense Net loss from discontinued operations Nine Months Ended September 30, 2023 Local Component Eliminations (1) Total Revenues: Escrow, other title-related fees and other Investment, dividend and other income Total revenues Operating expenses excluding impairments Goodwill impairment Long-lived asset impairment Total operating expenses Loss from discontinued operations Other (expense) income: Interest expense Gain (loss) on sales of discontinued operations Loss from discontinued operations before income taxes Income tax expense Net loss from discontinued operations Three Months Ended September 30, 2022 Local Component Eliminations (1) Total Revenues: Escrow, other title-related fees and other Investment, dividend and other income Total revenues Operating expenses excluding impairments Goodwill impairment Long-lived asset impairment Total operating expenses Loss from discontinued operations Other (expense) income: Interest expense Gain (loss) on sales of discontinued operations Loss from discontinued operations before income taxes Income tax expense Net loss from discontinued operations Nine Months Ended September 30, 2022 Local Component Eliminations (1) Total Revenues: Escrow, other title-related fees and other Investment, dividend and other income Total revenues Operating expenses excluding impairments Goodwill impairment Long-lived asset impairment Total operating expenses Loss from discontinued operations Other (expense) income: Interest expense Gain (loss) on sales of discontinued operations Loss from discontinued operations before income taxes Income tax expense Net loss from discontinued operations (1) Prior to the Local Sales, the Company’s consolidated statements of operations included premiums retained by Local Component Direct Agents as revenue for the Local Component and a corresponding deduction from the net premiums written for the Underwriting segment, which were presented in the Company’s segment reporting disclosures. As such, these transactions are eliminated for purposes of this disclosure as they will not continue in periods subsequent to the Local Sales. The depreciation and amortization, capital expenditures, sale proceeds and significant noncash operating items associated with the discontinued operations were as follows: Nine Months Ended September 30, 2023 2022 Non-cash discontinued operating activities: Impairment charges Depreciation and amortization Loss on sales of discontinued operations Cash flows from discontinued investing activities: Capital expenditures Proceeds from sales of discontinued operations, net of cash disposed and working capital adjustments, and dividends from title plants 19. Subsequent In the preparation of the accompanying condensed consolidated financial statements, the Company has evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition or disclosure in the Company's financial statements, noting no subsequent events or transactions that require disclosure. Item 2. The following discussion and analysis of the financial condition and results of operations of Doma should be read together with the unaudited condensed consolidated financial statements as of September 30, Unless the context otherwise requires, references to Overview Doma was founded in 2016 to focus top-tier data scientists, product managers, and engineers on building game-changing technology to completely reimagine the residential real estate closing process. Discontinued Operations Starting in the second quarter of 2023 and finalized in the third quarter of 2023, the Company sold its assets used in or related to the Company’s title insurance agency business operated through retail title offices (the Company’s ‘Local Component’). With the execution of these agreements, the Company no longer has operations related to our previous Local retail branch footprint. The Company determined that the execution of these agreements represented a strategic shift that had a major effect on the Company’s operations and financial results, which triggered discontinued operations presentation, in accordance with ASC 205-20-45, for the Company's Local Component within its previous Distribution segment. All periods presented have been revised to show results from continuing and discontinued operations, unless otherwise noted. For more information, refer to Part I, Item 1, Note 18 "Discontinued Operations." Our Business Model Our primary business activity is the issuance of residential and Our Underwriting segment reflects the sale and execution of our underwriting and insurance services. These services are integrated with Our Corporate and Other segment reflects our operations related to the execution of our title, escrow and settlement services through our Doma Enterprise channel. Our Doma Enterprise channel targets partnerships with national lenders and mortgage originators that maintain centralized lending operations ("Direct Our expenses generally consist of direct fulfillment expenses related to closing a transaction and insuring the risk, customer acquisition costs related to acquiring new business, and other operating expenses as described below: • Direct fulfillment expenses – comprised of direct labor and direct non-labor expenses. Direct labor expenses refer to payroll costs associated with employees who directly contribute to the issuance of a title insurance policy. Some examples of direct labor expenses include underwriting, escrow and closing services related to our Enterprise channel, and customer service. Direct non-labor expenses refer to non-payroll expenses that are closely linked with underwriting policies, such as provision for claims, title examination expense, office supplies, and premium and other related taxes. • Customer acquisition costs – comprised of sales payroll, sales commissions, customer success payroll, and sales-related travel and entertainment. • Other operating expenses – all other expenses that do not directly contribute to the fulfillment or acquisition of a title insurance policy are considered other operating expenses. This category is predominately comprised of research and development costs, corporate support expenses, occupancy, and other general and administrative expenses. We expect to continue to invest in the instant underwriting capabilities of our Doma Intelligence platform as well as organic Basis of Presentation We report results for our two operating segments: • Underwriting – our Underwriting segment reflects the results of our title insurance underwriting business, including policies referred primarily through our Third-Party Agents channel. The referring agents retain approximately 82% - 84% of the policy premiums in exchange for their services. These retention rates vary by state and agent. • Corporate and Other – our Corporate and Other segment includes our operations related to the execution of our title, escrow and settlement services through our Doma Enterprise channel. Our Doma Enterprise channel targets partnerships with national lenders and mortgage originators that maintain centralized lending operations ("Direct Agents"). Once an Enterprise partnership has been established, we integrate our Doma Intelligence platform with the partner’s production systems, to enable frictionless order origination and fulfillment. Substantially all Doma Enterprise orders are underwritten by Doma. In addition, Corporate and Other includes investing activity related to our investment portfolio held outside of Underwriting. Costs are allocated to the segments to arrive at adjusted gross profit, our segment measure of profit and loss. Our accounting policies for segments are the same as those applied to our consolidated financial statements, except as described below under The Business Combination On the Closing Date, Capitol consummated the Business Combination with Old Doma, pursuant to the Agreement. In connection with the closing of the Business Combination, Old Doma changed its name to States Title Holding, Inc., Capitol changed its name to Doma Holdings, Inc. (“Doma”) and Old Doma became a wholly owned subsidiary of Doma. Doma continues the existing business operations of Old Doma as a publicly traded company. Refer to Note 3 to the condensed consolidated financial statements for additional details on the Business Combination. As a result of the Business Combination, we became the operating successor to an SEC-registered and New York Stock Exchange-listed shell company. Becoming Macroeconomic Trends The on-going macroeconomic trends impacting the residential real estate market include a shortage in the supply of homes for sale, increasing home prices, rising mortgage interest rates, inflation, disrupted labor markets and geopolitical We operate in the real estate industry and our business volumes are directly impacted by market trends for mortgage refinancing transactions, existing real estate purchase transactions, and new real estate purchase transactions, particularly in the residential segment of the market. Our success depends on a high volume of residential and, to a lesser extent, commercial real estate transactions, throughout the markets in which we operate. Through Demand for mortgages tends to correlate closely with changes in interest rates, meaning that our order trends We continue to monitor economic and regulatory developments closely as we navigate the volatility and uncertainty created by the pandemic and the subsequent macroeconomic activity. Reverse stock split On June 29, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) to effect a 1-for-25 reverse stock split of the Company’s common stock (the “Reverse Stock As a result of the Reverse Stock Split, every 25 shares of the Company’s issued and outstanding common stock were automatically converted into one share of issued and outstanding common stock. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of common stock were entitled to receive cash in an amount equal to the product obtained by multiplying (a) the closing price per share of the common stock as reported on the New York Stock Exchange Proportionate adjustments were made to the number of shares issuable upon the exercise or vesting of all stock options, restricted stock awards, restricted stock units, performance restricted stock units or market-based awards (the “Stock-Based Awards”) Key Operating and Financial Indicators We regularly review several key operating and financial indicators to evaluate our performance and trends and inform management’s budgets, financial projections and strategic decisions. The following table presents our key operating and financial indicators from continuing operations, as well as the relevant generally accepted accounting principles (“GAAP”) measures, for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except for open and closed order numbers) GAAP financial data: Revenue (1) Gross profit (2) Net loss Non-GAAP financial data (3): Retained premiums and fees Adjusted gross profit Ratio of adjusted gross profit to retained premiums and fees Adjusted EBITDA (1) Revenue is comprised of (i) net premiums written, (ii) escrow, other title-related fees and other, and (iii) investment, dividend and other income. Net loss is made up of the components of revenue and expenses. For more information about measures appearing in our consolidated income statements, refer to “—Key Components of Revenue and Expenses—Revenue” below. (2) Gross profit, calculated in accordance with GAAP, is calculated as total revenue, minus premiums retained by agents, direct labor expense (including mainly personnel expense for certain employees involved in the direct fulfillment of policies) and direct non-labor expense (including mainly title examination expense, provision for claims, and depreciation and amortization). In our consolidated income statements, depreciation and amortization is recorded under the “other operating expenses” caption. (3) Retained premiums and fees, adjusted gross profit and adjusted EBITDA are non-GAAP financial measures. Refer to “—Non-GAAP Financial Measures” below for additional information and reconciliations of these measures to the most closely comparable GAAP financial measures. Retained premiums and fees Retained premiums and fees, a non-GAAP financial measure, is defined as total revenue under GAAP minus premiums retained by Our business strategy is focused on leveraging our Doma Intelligence platform to provide an overall improved customer and referral partner experience and to drive time and expense Adjusted gross profit Adjusted gross profit, a non-GAAP financial measure, is defined as gross profit (loss) under GAAP, adjusted to exclude the impact of depreciation and amortization. See Management views adjusted gross profit as an important indicator of our underlying profitability and efficiency. As we generate more business that is serviced through our Doma Intelligence platform, we expect to reduce fulfillment costs as our direct labor expense per order continues to decline, and we expect the adjusted gross profit per transaction to grow faster than retained premiums and fees per transaction over the long term. Ratio of adjusted gross profit to retained premiums and fees Ratio of adjusted gross profit to retained premiums and fees, a non-GAAP measure, expressed as a percentage, is calculated by dividing adjusted gross profit by retained premiums and fees. Both the numerator and denominator are net of the impact of premiums retained by Third-Party Agents because that is a cost related to our Underwriting segment over which we have limited control, as Third-Party Agents customarily retain approximately 82% - 84% of the premiums related to a title insurance policy referral pursuant to the terms of long-term contracts. We view the ratio of adjusted gross profit to retained premiums and fees as an important indicator of our operating efficiency and the impact of our machine-learning capabilities, and believe it is useful to investors for the same reasons. Adjusted EBITDA Adjusted EBITDA, a non-GAAP financial measure, is defined as net income (loss) before interest, income taxes and depreciation and amortization, and further adjusted to exclude the impact of net loss from discontinued operations, stock-based compensation, severance and interim salary costs, goodwill impairment, long-lived asset impairment, accelerated contract expense, change in fair value of Local Sales Deferred Earnout, and the change in fair value of Warrant and Sponsor Covered Shares liabilities. See We review adjusted EBITDA as an important measure of our recurring and underlying financial performance, and believe it is useful to investors for the same reason. Revenues Net premiums written We generate net premiums by underwriting title insurance policies and recognize premiums in full upon the closing of the underlying transaction. For some of our Third-Party Agents, we also accrue premium revenue for title insurance policies we estimate to have been issued in the current period but reported to us by the Third-Party Agent in a subsequent period. See To reduce the risk associated with our underwritten insurance policies, we utilize reinsurance programs to limit our maximum loss exposure. Under our reinsurance treaties, we cede the premiums on the underlying policies in exchange for a ceding commission from the reinsurer and our net premiums written exclude such ceded premiums. Our principal reinsurance quota share agreement covers instantly underwritten policies from refinance and home equity line of credit Escrow, other title-related fees and other Escrow fees and other title-related fees are charged for managing the closing of real estate transactions, including the processing of funds on behalf of the transaction participants, gathering and recording the required closing documents, providing notary services, and other real estate or title-related activities. Other fees relate to various ancillary services we provide, including fees for rendering a cashier’s check, document preparation fees, homeowner’s association letter fees, inspection fees, lien letter fees and wire fees. We also recognize ceding commissions received in connection with reinsurance treaties, to the extent the amount of such ceding commissions exceeds reinsurance-related costs. This revenue item is most directly associated with our Investment, dividends and other income Investment, dividends and other income are mainly generated from our investment portfolio. We primarily invest in fixed income securities, mainly composed of corporate debt obligations, certificates of deposit, U.S. Treasuries, foreign government securities and mortgage loans. Expenses Premiums retained by When customers are referred to us and we underwrite a policy, the referring For segment-level reporting, premiums retained by our Direct Agents (which are recorded as Title examination expense Title examination expense is incurred in connection with the search and examination of public information prior to the issuance of title insurance policies. Provision for claims Provision for claims expense is comprised of three components: IBNR losses, known claims loss and loss adjustment expenses and escrow-related losses. IBNR is a loss reserve that primarily reflects the sum of expected losses for unreported claims. The expense is calculated by applying a rate (the loss provision rate) to total title insurance premiums. The loss provision rate is determined throughout the year based in part upon an assessment performed by an independent actuarial firm utilizing generally accepted actuarial methods. The assessment also takes account of industry trends, the regulatory environment and geographic considerations and is updated during the year based on developments. This loss provision rate is set to provide for losses on current year policies. Due to our long claim exposure, our provision for claims periodically includes amounts of adverse or positive claims development on policies issued in prior years, when claims on such policies are higher or lower than initially expected. Based on the risk profile of premium vintages over time and based upon the projections of an independent actuarial firm, we build or release reserves related to our older policies. Our IBNR may increase as a proportion of our revenue as we continue to increase the proportion of our business serviced through our Doma Intelligence platform, though we believe it will decrease over the long term as our predictive machine intelligence technology produces improved results. Known claims loss and loss adjustment expense reserves is an expense that reflects the best estimate of the remaining cost to resolve a claim, based on the information available at the time. In practice, most claims do not settle for the initial known claims provision; rather, as new information is developed during the course of claims administration, the initial estimates are revised, sometimes downward and sometimes upward. This additional development is provided for in the actuarial projection of IBNR, but it is not allocable to specific claims. Actual Escrow-related losses are primarily attributable to clerical errors that arise during the escrow process and caused by the settlement agent. Personnel costs Personnel costs include base salaries, employee benefits, bonuses paid to employees, stock-based compensation, payroll taxes and severance. This expense is primarily driven by the average number of employees and our hiring activities in a given period. In our presentation and reconciliation of segment results and our calculation of gross profit, we classify personnel costs as either direct or indirect expenses, reflecting the activities performed by each employee. Direct personnel costs relate to employees whose job function is directly related to our fulfillment activities, including underwriters, closing agents, escrow agents, funding agents, and title and curative agents, and are included in the calculation of our segment adjusted gross profit. Indirect personnel costs relate to employees whose roles do not directly support our transaction fulfillment activities, including sales agents, training specialists and customer success agents, segment management, research and development and other information technology personnel, and corporate support staff. Other operating expenses Other operating expenses are comprised of occupancy, maintenance and utilities, product taxes (for example, state taxes on premiums written), professional fees (including legal, audit and other third-party consulting costs), software licenses and sales tools, travel and entertainment costs, and depreciation and amortization, among other Long-lived asset impairment Long-lived asset impairment consists of non-cash impairment charges relating to Loss from discontinued operations Loss from discontinued operations consists of the operating loss from the discontinued Local Component and the excess carrying amount of the Local Component sold business’s assets and liabilities over the fair value of any consideration received less costs to sell. Change in fair value of Warrant and Sponsor Covered Shares liabilities Change in fair value of Warrant and Sponsor Covered Shares liabilities consists of unrealized gains and losses as a result of recording our Warrants and Sponsor Covered Shares to fair value at the end of each reporting Income tax expense Although we are in a consolidated net loss position and report our federal income taxes as a consolidated tax group, we incur state income taxes in certain jurisdictions where we have profitable operations. Additionally, we incur mandatory minimum state income taxes in certain jurisdictions. Also, we have recognized deferred tax assets but have offset them with a full valuation allowance, reflecting substantial uncertainty as to their recoverability in future periods. Until we report at least three years of profitability, we may not be able to realize the tax benefits of these deferred tax assets. We discuss our historical results of operations below, on a Three and Nine Months Ended September 30, The following table sets forth a summary of our consolidated results of operations from continuing operations for the periods indicated, and the changes between periods. Three Months Ended September 30, 2023 2022 $ Change % Change (in thousands, except percentages) Revenues: Net premiums written Escrow, other title-related fees and other Investment, dividend and other income Total revenues Expenses: Premiums retained by agents Title examination expense Provision for claims Personnel costs Other operating expenses Long-lived asset impairment Total operating expenses Operating loss from continuing operations Other (expense) income: Change in fair value of Warrant and Sponsor Covered Shares liabilities Interest expense Loss from continuing operations before income taxes Income tax expense Net loss from continuing operations * = Not presented as prior period amount is zero Nine Months Ended September 30, 2023 2022 $ Change % Change (in thousands, except percentages) Revenues: Net premiums written Escrow, other title-related fees and other Investment, dividend and other income Total revenues Expenses: Premiums retained by agents Title examination expense Provision for claims Personnel costs Other operating expenses Long-lived asset impairment Total operating expenses Operating loss from continuing operations Other (expense) income: Change in fair value of Warrant and Sponsor Covered Shares liabilities Interest expense Loss from continuing operations before income taxes Income tax expense Net loss from continuing operations * = Not presented as prior period amount is zero Revenue Net premiums written. Net premiums written decreased by For the three and nine months ended September 30, 2023, Direct Agents premium decline was driven by the discontinuing of the Local Component. For the three and nine months ended September 30, 2022 Escrow, other title-related fees and other.Escrow, other title-related fees and other decreased Investment, dividend and other income.Investment, dividend and other income Expenses Premiums retained by Title examination expense.Title examination expense decreased by Provision for claims. Provision for claims decreased by Provision for claims decreased by $1.9 million, or 14%, in the nine months ended September 30, 2023 compared to the same period in the prior year, primarily due to a reduction in the provision for claims related to the current year due to the corresponding decrease in premiums written. This was offset by Personnel costs. Personnel costs decreased by $20.8 million, or 57%, in the Other operating expenses. Other operating expenses decreased by Long-lived asset impairment. Long-lived asset impairment increased by $1.0 million and $1.4 million in the three months and nine months ended September 30, 2023, respectively, compared to the same period in the prior year, due to Change in fair value of Warrant and Sponsor Covered Shares liabilities. The change in fair value of Warrant and Sponsor Covered Shares liabilities (as defined in Note 3) decreased by Interest expense.Interest expense Supplemental The following table presents our key operating and financial indicators for our continuing operations, including our non-GAAP financial measures, for the periods indicated, and the changes between periods. This discussion should be read only as a supplement to the discussion of our GAAP results above. See Three Months Ended September 30, 2023 2022 $ Change % Change (in thousands, except percentages and open and closed order numbers) Retained premiums and fees Adjusted gross profit Ratio of adjusted gross profit to retained premiums and fees Adjusted EBITDA Nine Months Ended September 30, 2023 2022 $ Change % Change (in thousands, except percentages and open and closed order numbers) Retained premiums and fees Adjusted gross profit Ratio of adjusted gross profit to retained premiums and fees Adjusted EBITDA Retained premiums and fees Retained premiums and fees decreased by Adjusted gross profit decreased by Ratio of adjusted gross profit to retained premiums and fees The ratio of adjusted gross profit to retained premiums and fees increased 10 percentage points and 16 percentage points during the three and nine months ended September 30, Adjusted EBITDA Adjusted EBITDA improved by $17.2 million to negative $5.3 million and by $ 59.0 million to negative $30.2 million for the three and nine months ended September 30, Non-GAAP Financial Measures The non-GAAP financial measures described in this Quarterly Report should be considered only as supplements to results prepared in accordance with GAAP and should not be considered as substitutes for GAAP results. These measures, retained premiums and fees, adjusted gross profit, and adjusted EBITDA, have not been calculated in accordance with GAAP and are therefore not necessarily indicative of our trends or profitability in accordance with GAAP. These measures exclude or otherwise adjust for certain cost items that are required by GAAP. Further, these measures may be defined and calculated differently than similarly-titled measures reported by other companies, making it difficult to compare our results with the results of other companies. We caution investors against undue reliance on our non-GAAP financial measures as a substitute for our results in accordance with GAAP. Management uses these non-GAAP financial measures, in conjunction with GAAP financial measures to: (i) monitor and evaluate the growth and performance of our business operations; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures or operating histories; (iv) review and assess the performance of our management team and other employees; and (v) prepare budgets and evaluate strategic planning decisions regarding future operating investments. Retained premiums and fees The following presents our continuing operations retained premiums and fees and reconciles the measure to our gross profit, the most closely comparable GAAP financial measure, for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Revenue Minus: Premiums retained by agents Retained premiums and fees Minus: Direct labor Provision for claims Depreciation and amortization Other direct costs (1) Gross Profit (1) Includes title examination expense, office supplies, and premium and other taxes. Adjusted gross profit The following table reconciles our continuing operations adjusted gross profit to our gross profit, the most closely comparable GAAP financial measure, for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Gross Profit Adjusted for: Depreciation and amortization Adjusted Gross Profit Adjusted EBITDA The following table reconciles our continuing operations adjusted EBITDA to our net loss, the most closely comparable GAAP financial measure, for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Net loss (GAAP) Adjusted for: Depreciation and amortization Interest expense Income taxes EBITDA Adjusted for: Loss from discontinued operations, net of taxes Stock-based compensation Severance and interim salary costs Long-lived asset impairment Change in fair value of Warrant and Sponsor Covered Shares liabilities Accelerated contract expense Change in fair value of Local Sales Deferred Earnout Adjusted EBITDA Liquidity and Capital Resources We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including our working capital and capital expenditure needs and other commitments. Our recurring working capital requirements relate mainly to our cash operating costs. Our capital expenditure requirements consist mainly of software development related to our Doma Intelligence platform. We had We may need additional cash due to changing business conditions or other developments, including unanticipated regulatory developments and competitive pressures. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. Debt Senior secured credit agreement In December 2020, Old Doma entered into a loan and security agreement with Hudson Structured Capital Management Ltd. (“HSCM”), providing for a $150.0 million senior secured term loan (“Senior Debt”), which was fully funded by the lenders, which are affiliates of HSCM, at its principal face value on January 29, 2021 (the “Funding Date”) and matures on the fifth anniversary of the Funding Date. The Senior Debt bears interest at a rate of 11.25% per annum, of which 5.0% is payable in cash in arrears and the remaining 6.25% accrues to the outstanding principal balance on a PIK basis. Interest is payable or compounded, as applicable, quarterly. Principal prepayments on the Senior Debt are permitted, subject to a premium, which declines from The Senior Debt is secured by a first-priority pledge and security interest in substantially all of the assets of our wholly owned subsidiary States Title (which represents substantially all of our assets), including the assets of any of its existing and future domestic subsidiaries (in each case, subject to customary exclusions, including the exclusion of regulated insurance company subsidiaries). The Senior Debt is subject to customary affirmative and negative covenants, including limits on the incurrence of debt and restrictions on acquisitions, sales of assets, dividends and certain restricted payments. The Senior Debt is also subject to two financial maintenance covenants, related to liquidity and revenues. The liquidity covenant requires States Title to have at least $20.0 million of liquidity, Upon funding, Old Doma issued penny warrants to affiliates of HSCM equal to 1.35% of Old Doma’s fully diluted shares. The warrants were net exercised on the Closing Date and such affiliates of HSCM received the right to receive approximately On May 19, 2023, Old Doma and certain subsidiaries of the Company, as guarantors, entered into the third amendment to the Senior Debt agreement (the “Third Amendment”). The Third Amendment amends certain mandatory prepayment provisions related to the disposition of assets by Old Doma or any of its subsidiaries such that Old Doma is required, within five business days following the receipt of net cash proceeds from dispositions in excess of $750,000 in any fiscal year (other than certain permitted dispositions), to repay the outstanding principal amount of term loan borrowings in an amount equal to 100% of such excess net cash proceeds received by Old Doma or any of its subsidiaries from such dispositions, unless HSCM, as agent, otherwise agrees. Approximately two-thirds of the net cash proceeds from the Local Sales and from the sale of the title plant in Texas described in Note 2 to the condensed consolidated financial statements were used to repay $10.5 million of the Senior Debt. The remaining net cash proceeds from the Local Sales and from the sale of the title plant in Texas described in Note 2 to the condensed consolidated financial statements are recorded as a receivable from HSCM payable to us upon the occurrence of certain strategic events. Other commitments and contingencies Our commitments for leases, We also administer escrow deposits as a service to customers, a substantial portion of which are held at third-party financial institutions. Such deposits are not reflected on our balance sheet, but we could be contingently liable for them under certain circumstances (for example, if we dispose of escrowed assets). Such contingent liabilities have not materially impacted our results of operations or financial condition to date and are not expected to do so in the near term. Cash flows The following table summarizes our cash flows for the periods indicated: Nine Months Ended September 30, 2023 2022 (in thousands) Net cash used in operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Operating activities In the first nine months of 2023, net cash used in operating activities was $67.4 million driven by the net loss of $103.6 million and cash paid for accrued expenses of $13.2 million. This was offset by changes in trade and other receivables of $6.2 million, and non-cash costs including stock-based compensation expense of 11.4 million, depreciation and amortization of $9.2 million, loss on sales of discontinued operations of $7.0 million, and long-lived asset impairment of $5.0 million. In the first nine months of 2022, net cash used in operating activities was Investing activities Our capital expenditures have historically consisted mainly of costs incurred in the development of the Doma Intelligence platform. Our other investing activities generally consist of transactions in fixed maturity investment securities to provide regular interest payments. In the first nine months of In the first nine months of Financing activities In the first nine months of 2023, net cash used in financing activities was $10.3 million driven by repayments on the Company's senior secured credit agreement of $10.5 million. Net cash provided by financing activities was immaterial in the first nine months of 2022. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with GAAP. Preparation of the financial statements requires management to make several judgments, estimates and assumptions relating to the reported amount of revenue and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We evaluate our significant estimates on an ongoing basis, including, but not limited to, liability for loss and loss adjustment expenses, goodwill, accrued net premiums written from Third-Party Agent referrals, and the Sponsor Covered Shares liability. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. Our significant accounting policies are described in Note 2 to our annual audited consolidated financial statements. Our critical accounting estimates are described below. Liability for loss and loss adjustment expenses Our liability for loss and loss adjustment expenses include mainly reserves for known claims as well as reserves for IBNR claims. Each known claim is reserved based on our estimate of the costs required to settle the claim. We estimate the loss provision rate at the beginning of each year and reassess the rate at midyear as of June 30 of every year to ensure that the resulting sum of the known claim reserves, IBNR loss, and loss adjustment expense reserves included in our balance sheet together reflect our best estimate of the total costs required to settle all IBNR and known claims. However, our estimates could prove to be inadequate. Changes in expected ultimate losses and corresponding loss rates for recent policy years are considered likely and could result in a material adjustment to the IBNR reserves. IBNR is a loss reserve that primarily reflects the sum of expected losses for unreported claims. Our IBNR reserves generally relate to the five most recent policy years. For policy years at the early stage of development (generally the last five years), IBNR is generally estimated using a combination of expected loss rate and multiplicative loss development factor calculations. For more mature policy years, IBNR generally is estimated using multiplicative loss development factor calculations. The The estimates used require considerable judgment and are established as management’s best estimate of future outcomes, however, the amount of IBNR Our total loss reserve as of September 30, A summary of the Company’s loss reserves is as follows: September 30, 2023 December 31, 2022 ($ in thousands) Known title claims IBNR title claims Total loss reserves We continually review and adjust our reserve estimates to reflect loss experience and any new information that becomes available. Goodwill We have significant goodwill on our balance sheet related to acquisitions, as goodwill represents the excess of the acquisition price over the fair value of net assets acquired and liabilities assumed in a business combination. Goodwill is tested and reviewed annually for impairment on October 1 of each year, and between annual tests if events or circumstances arise that would more likely than not reduce the fair value of any one of our reporting units below its respective carrying amount. In addition, an interim impairment test may be completed upon a triggering event or when there is a reorganization of reporting structure or disposal of all or a portion of a reporting unit. As of September 30, In performing our annual goodwill impairment test, we first perform a qualitative assessment, which requires that we consider significant estimates and assumptions regarding macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit or other factors that have the potential to impact fair value. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair values of our reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed, as goodwill is not considered to be impaired. However, if we determine that the fair value of a reporting unit is more likely than not to be less than its carrying value, then a quantitative assessment is performed. For the quantitative assessment, the determination of estimated fair value of our reporting units requires us to make assumptions about future discounted cash flows, including profit margins, long-term forecasts, discount rates and terminal growth rates and, if possible, a comparable market transaction model. The Company believes that its procedures for estimating future cash flows for each reporting unit are reasonable and consistent with market conditions as of the testing date. If the markets that impact the Company’s business continue to deteriorate, the Company could recognize further goodwill impairment. If, based upon the quantitative assessment, the reporting unit fair value is less than the carrying amount, a goodwill impairment is recorded equal to the difference between the carrying amount of the reporting unit’s goodwill and its fair value, not to exceed the carrying value of goodwill allocated to that reporting unit, and a corresponding impairment loss is recorded in the consolidated statements of operations. We Accrued net premiums written from Third-Party Agent referrals We recognize revenues on title insurance policies issued by Third-Party Agents when notice of issuance is received from Third-Party Agents, which is generally when cash payment is received. In addition, we estimate and accrue for revenues on policies sold but not reported by Third-Party Agents as of the relevant balance sheet closing date. This accrual is based on historical transactional volume data for title insurance policies that have closed and were not reported before the relevant balance sheet closing, as well as trends in our operations and in the title and housing industries. There could be variability in the amount of this accrual from period to period and amounts subsequently reported to us by Third-Party Agents may differ from the estimated accrual recorded in the preceding period. If the amount of revenue subsequently reported to us by Sponsor Covered Shares liability The Sponsor Covered Shares, as described in Note 3, will become vested contingent upon the price of our common stock exceeding certain thresholds or upon some strategic events, which include events that are not indexed to our common stock. We obtained a third-party valuation of the Sponsor Covered Shares as of December 31, As of September 30, New Accounting Pronouncements For information about recently issued accounting pronouncements, refer to Note 2 to our condensed consolidated financial statements included elsewhere in this filing. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Our principal market risk is interest rate risk because our results of operations can vary due to changes in interest rates. In a declining interest rate environment, we would expect our results of operations to be positively impacted by higher loan refinancing activity. However, in a rising interest rate environment, we would expect our results of operations to be negatively impacted by lower loan refinancing activity. We would expect both of these scenarios to be mitigated by home purchase loan activity. Fluctuations in interest rates may also impact the interest income earned on floating-rate investments and the fair value of our fixed-rate investments. An increase in interest rates decreases the market value of fixed-rate investments. Conversely, a decrease in interest rates increases the fair market value of fixed-rate investments. Additionally, we analyze potential changes in the value of our investment portfolio due to the market risk factors noted above within the overall context of asset and liability management. A technique we use in the management of our investment portfolio is the calculation of duration. Our actuaries estimate the payout pattern of our reserve liabilities to determine their duration, which is the present value of the weighted average payments expressed in years. We then establish a target duration for our investment portfolio so that at any given time the estimated cash generated by the investment portfolio will closely match the estimated cash required for the payment of the related The Company’s debt security portfolio is subject to credit risk. For further information on the credit quality of the Company’s investment portfolio at September 30, The Company also has credit risk related to the ability of reinsurance counterparties to honor their obligations to pay the contract amounts under our reinsurance programs. For information on our reinsurance programs, see Note 2 to the consolidated financial statements. Disclosure Controls and Procedures Management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, Changes in Internal Control over Financial Reporting No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In the ordinary course of business, the Company is, or may become, involved in various pending or threatened litigation matters related to our operations, some of which may include claims for punitive or exemplary damages. For our business, customary litigation includes, but is not limited to, cases related to title and escrow claims, for which we make provisions through our loss reserves. Further, ordinary course litigation may include class action and purported class action lawsuits. For additional information regarding legal proceedings, see Part I, Item 3. “Legal Proceedings” in our annual report on Form 10-K for the year ended December 31, Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described Our workforce reductions undertaken to re-balance our cost structure may We incur substantial costs to implement restructuring plans, and our Recent Sales of Unregistered Equity Securities None Use of Proceeds None None Not applicable None The exhibits listed on the Exhibit Index to this Quarterly Report on Form 10-Q are filed herewith or incorporated by reference herein: Exhibit Description 31.1* 31.2* 32.1** 32.2** 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DOMA HOLDINGS, INC. By: /s/ Max Simkoff Name: Max Simkoff Date: November 9, 2023 Title: Chief Executive Officer (Principal Executive Officer) DOMA HOLDINGS, INC. By: /s/ Mike Smith Name: Mike Smith Date: Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) $ (25,626 ) $ (84,113 ) $ (103,626 ) $ (192,791 ) 103 (876 ) (46 ) (639 ) $ (25,523 ) $ (84,989 ) $ (103,672 ) $ (193,430 ) (Unaudited)Three months ended September 30, Nine months ended September 30, (In thousands) 2022 2021 2022 2021 $ (84,113) $ (34,270) $ (192,791) $ (69,327) Other comprehensive loss, net of tax: Unrealized loss on available-for-sale debt securities, net of tax (876) — (639) (179) Reclassification adjustment for realized gain on sale of available-for-sale debt securities, net of tax — — — (507) $ (84,989) $ (34,270) $ (193,430) $ (70,013) Stockholders’Stockholders’ Equity 12,933,912 $ 1 $ 543,102 $ (192,179 ) $ — $ 350,924 38,305 — (97 ) — — (97 ) 1,712 — — — — — — — 11,579 — — 11,579 — — — (399 ) — (399 ) — — — (50,026 ) — (50,026 ) 12,973,929 $ 1 $ 554,584 $ (242,604 ) $ — $ 311,981 27,700 — 271 — — 271 18,274 — — — — — — — 8,442 — — 8,442 — — — (58,652 ) — (58,652 ) — — — — 237 237 13,019,903 $ 1 $ 563,297 $ (301,256 ) $ 237 $ 262,279 14,384 — 156 — — 156 80,599 — — — — — — — 7,746 — — 7,746 — — — (84,113 ) — (84,113 ) — — — — (876 ) (876 ) 13,114,886 $ 1 $ 571,199 $ (385,369 ) $ (639 ) $ 185,192 (Unaudited) 13,165,919 $ 1 $ 577,515 $ (494,787 ) $ (937 ) $ 81,792 16,120 — 182 — — 182 37,338 — — — — — — — 5,697 — — 5,697 — — — (42,123 ) — (42,123 ) — — — — 334 334 13,219,377 $ 1 $ 583,394 $ (536,910 ) $ (603 ) $ 45,882 2,569 — 1 — — 1 128,787 — — — — — — — 1,130 — — 1,130 — — — (35,877 ) — (35,877 ) — — — — (483 ) (483 ) 13,350,733 $ 1 $ 584,525 $ (572,787 ) $ (1,086 ) $ 10,653 123 — — — — — 58,687 — — — — — — — 4,582 — — 4,582 — — — (25,626 ) — (25,626 ) — — — — 103 103 13,409,543 $ 1 $ 589,107 $ (598,413 ) $ (983 ) $ (10,288 ) Common Stock Additional
Paid-in CapitalAccumulated Deficit Accumulated Other Comprehensive Income (Loss) Stockholders’ Equity (In thousands, except share information) Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance, January 1, 2021 43,737,586 $ 1 48,913,906 $ 1 14,003,187 $ — 15,838,828 $ — 60,665,631 $ 1 62,832,307 $ 1 $ 266,464 $ (79,123) $ 686 $ 188,031 Exercise of stock options — — — — — — — — — — 2,637,441 — 1,267 — — 1,267 Stock-based compensation expenses — — — — — — — — — — — — 2,289 — — 2,289 Original issue discount on senior secured credit agreement — — — — — — — — — — — — 18,519 — — 18,519 Net loss — — — — — — — — — — — — — (11,758) — (11,758) Other comprehensive income — — — — — — — — — — — — — — (686) (686) Balance, March 31, 2021 43,737,586 $ 1 48,913,906 $ 1 14,003,187 $ — 15,838,828 $ — 60,665,631 $ 1 65,469,748 $ 1 $ 288,539 $ (90,881) $ — $ 197,662 Exercise of stock options — — — — — — — — — — 535,551 — 109 — — 109 Stock-based compensation expense — — — — — — — — — — — — 2,967 — — 2,967 Exercise of stock warrants — — 28,870,387 — — — — — — — — — 187 — — 187 Net loss — — — — — — — — — — — — — (23,299) — (23,299) Balance, June 30, 2021 43,737,586 $ 1 77,784,293 $ 1 14,003,187 $ — 15,838,828 $ — 60,665,631 $ 1 66,005,299 $ 1 $ 291,802 $ (114,180) $ — $ 177,626 Exercise of stock options — — — — — — — — — — 82,230 — 38 — — 38 Stock-based compensation expense — — — — — — — — — — — — 3,191 — — 3,191 Net loss — — — — — — — — — — — — — (34,270) — (34,270) Conversion of preferred stock to common stock (43,737,586) (1) (77,784,293) (1) (14,003,187) — (15,838,828) — (60,665,631) (1) 212,029,525 21 4 — — 22 Conversion of common stock — — — — — — — — — — (1,227,451) — 30,080 — — 30,080 Issuance of common stock in connection with Business Combination and PIPE Investment — — — — — — — — — — 44,654,449 5 259,392 — — 259,397 Par value change for Old Doma Common Stock — — — — — — — — — — — 6 — — — 6 Costs directly attributable to the issuance of common stock in connection with Business Combination and PIPE Investment — — — — — — — — — — — — (54,217) — — (54,217) Balance, September 30, 2021 — $ — — $ — — $ — — $ — — $ — 321,544,052 $ 33 $ 530,290 $ (148,450) $ — $ 381,873 7Common Stock Additional
Paid-in CapitalAccumulated Deficit Accumulated Other Comprehensive Income (Loss) Stockholders’ Equity (In thousands, except share information) Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance, January 1, 2022 — $ — — $ — — $ — — $ — — $ — 323,347,806 $ 33 $ 543,070 $ (192,179) $ — $ 350,924 Exercise of stock options — — — — — — — — — — 957,648 — (97) — — (97) Vesting of RSU awards — — — — — — — — — — 42,800 — — — — — Stock-based compensation expense — — — — — — — — — — — — 11,579 — — 11,579 Cumulative effect of change in accounting principle — — — — — — — — — — — — — (399) — (399) Net loss — — — — — — — — — — — — — (50,026) — (50,026) Balance, March 31, 2022 — $ — — $ — — $ — — $ — — $ — 324,348,254 $ 33 $ 554,552 $ (242,604) $ — $ 311,981 Exercise of stock options — — — — — — — — — — 692,511 — 271 — — 271 Vesting of RSU awards — — — — — — — — — — 456,864 — — — — — Stock-based compensation expense — — — — — — — — — — — — 8,442 — — 8,442 Net loss — — — — — — — — — — — — — (58,652) — (58,652) Other comprehensive income — — — — — — — — — — — — — — 237 237 Balance, June 30, 2022 — $ — — $ — — $ — — $ — — $ — 325,497,629 $ 33 $ 563,265 $ (301,256) $ 237 $ 262,279 Exercise of stock options — — — — — — — — — — 359,598 — 156 — — 156 Vesting of RSU awards — — — — — — — — — — 2,014,963 — — — — — Stock-based compensation expense — — — — — — — — — — — — 7,746 — — 7,746 Net loss — — — — — — — — — — — — — (84,113) — (84,113) Other comprehensive income — — — — — — — — — — — — — — (876) (876) Balance, September 30, 2022 — $ — — $ — — $ — — $ — — $ — 327,872,190 $ 33 $ 571,167 $ (385,369) $ (639) $ 185,192 $ (103,626 ) $ (192,791 ) 7,812 7,540 9,165 11,234 11,409 27,767 3,342 2,074 22 673 441 616 — 12 1,403 186 6,994 — (561 ) 526 (386 ) (20,531 ) — 33,746 5,015 — 6,243 3,762 543 3,099 (2,569 ) 949 (29 ) (3,489 ) (13,208 ) (18,094 ) 542 3,524 $ (67,448 ) $ (139,197 ) 67,794 23,827 1,493 1,429 251 1,720 (1,527 ) (3,955 ) — (49,640 ) 90 73 (7,349 ) (29,096 ) — (581 ) 15,884 627 $ 76,636 $ (55,596 ) 183 330 (10,466 ) — $ (10,283 ) $ 330 (1,095 ) (194,463 ) 81,383 383,828 $ 80,288 $ 189,365 $ 6,250 $ 6,039 $ (46 ) $ (639 ) (Unaudited)Nine months ended September 30, (In thousands) 2022 2021 Cash flow from operating activities: Net loss $ (192,791) $ (69,327) Adjustments to reconcile net loss to net cash used in operating activities: Interest expense - paid in kind 7,540 6,353 Depreciation and amortization 11,234 7,705 Stock-based compensation expense 27,767 8,447 Amortization of debt issuance costs and original issue discount 2,074 1,429 Provision for credit losses 673 562 Deferred income taxes 616 377 Realized loss (gain) on debt securities 12 (908) Net unrealized loss on equity securities — 119 Loss (gain) on disposal of fixed assets and title plants 186 (11) Net amortization of premiums and accretion of discounts on fixed maturity securities 526 901 Change in fair value of Warrant and Sponsor Covered Shares liabilities (20,531) 4,478 Goodwill impairment 33,746 — Change in operating assets and liabilities: Accounts receivable 3,762 (284) Prepaid expenses, deposits and other assets 3,099 (14,799) Lease right-of-use assets and lease liabilities 949 — Accounts payable (3,489) (274) Accrued expenses and other liabilities (18,094) 13,813 Liability for loss and loss adjustments expenses 3,524 8,872 Net cash used in operating activities $ (139,197) $ (32,547) Cash flow from investing activities: Proceeds from calls and maturities of investments: Held-to-maturity $ 23,827 $ 23,514 Proceeds from sales, calls and maturities of investments: Available-for-sale 1,429 7,817 Proceeds from sales of investments: Equity securities — 2,000 Proceeds from sales and principal repayments of investments: Mortgage loans 1,720 60 Purchases of investments: Held-to-maturity (3,955) (33,650) Purchases of investments: Available-for-sale (49,640) — Proceeds from sales of fixed assets 73 306 Purchases of fixed assets (29,096) (18,842) Proceeds from sale of title plants and dividends from title plants 627 482 Purchases of title plants (581) — Net cash used in investing activities $ (55,596) $ (18,313) 9Doma Holdings, Inc.Condensed Consolidated Statements of Cash Flows(Unaudited)Nine months ended September 30, (In thousands) 2022 2021 Cash flow from financing activities: Proceeds from issuance of senior secured credit agreement $ — $ 150,000 Payments on loan from a related party — (65,532) Debt issuance costs — (579) Exercise of stock warrants — 48 Exercise of stock options 330 1,690 Redemptions of redeemable common and preferred stock — (294,856) Net proceeds from Business Combination and PIPE Investment — 624,952 Payment of costs directly attributable to the issuance of common stock in connection with Business Combination and PIPE Investment — (63,195) Net cash provided by financing activities $ 330 $ 352,528 Net change in cash and cash equivalents and restricted cash (194,463) 301,668 Cash and cash equivalents and restricted cash at the beginning period 383,828 112,022 Cash and cash equivalents and restricted cash at the end of period $ 189,365 $ 413,690 Supplemental cash flow disclosures: Cash paid for interest $ 6,039 $ 5,347 Supplemental disclosure of non-cash investing activities: Unrealized loss on available-for-sale debt securities $ (639) $ (179) Supplemental disclosure of non-cash financing activities: Issuance of penny warrants related to the senior secured credit agreement $ — $ (18,519) Warrant liabilities recognized in conjunction with the Business Combination $ — $ 19,240 Net liabilities assumed in the Business Combination $ — $ 9,517 (the(the “Closing Date”), Capitol Investment Corp. V (“Capitol”) consummated a business combination (the “Business Combination”) with Doma Holdings, Inc., a Delaware corporation (“Old Doma”), pursuant to the agreement and plan of merger, dated March 2, 2021, by and among Capitol, Capitol V Merger Sub, Inc., a wholly owned subsidiary of Capitol (“Merger Sub”), and Old Doma (as amended on March 18, 2021, the “Agreement”). In connection with the closing of the Business Combination, Old Doma changed its name to States Title Holding, Inc. (“States Title”), Capitol changed its name to Doma Holdings, Inc. (“Doma”) and Old Doma became a wholly owned subsidiary of Doma. Doma continues the existing business operations of Old Doma as a publicly traded company. See Note 3 for additional information on the Business Combination.Headquartered in San Francisco, California, Doma is a real estate technology company that is architecting the future of real estate transactions. Using machine intelligence and our proprietary technology solutions, we are creating a vastly more simple, efficient, and affordable real estate closing experience for current and prospective homeowners, lenders, title agents and real estate professionals. We are licensed to underwrite title insurance in 45 states and the District of Columbia. We completedacquisitionsecond quarter of 2023 and finalized in the third quarter of 2023, the Company sold its assets used in or related to the Company’s title insurance agency business operated through local retail title offices (the Company’s “Local Component”). With the execution of the Acquired Business on January 7, 2019, which we refer hereinafter asfinal agreements in the “North American Title Acquisition.” Old Doma survivedthird quarter of 2023, the North American Title Acquisition asCompany no longer has operations related to our previous Local retail branch footprint ("Local Component Direct Agents"). The Company determined that the parent company and now wholly owns the businesses operated by Legacy States Titleexecution of these agreements and the Acquired Business.conducthave historically reported our operations throughin two reportablebusiness segments: "Distribution," which included our divested Local Component as well as our Doma Enterprise channel and corporate support services, and "Underwriting." See Note 3 for additional details on the divestiture.(1) Distributionbut whose designations have changed to: “Underwriting” and (2) Underwriting. See further discussion“Corporate and Other”. Corporate and Other contains our Doma Enterprise channel, our growth area offering technology solutions, and our centralized corporate support services. All current and prior periods reflected in this Form 10-Q have been presented as continuing and discontinued operations, unless otherwise noted. Refer to Note 7 and Note 18 for additional information regarding segment information.information and discontinued operations, respectively.20222023 and the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, and condensed consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2022 2023 and 20212022 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 2023 and 20212022 are unaudited.20222023 and its results of operations, including its comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2022 2023 and 20212022 and cash flows for the nine months ended September 30, 2022 2023 and 2021.2022. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2022112022.2023. These unaudited interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements and related notes.2)2) referrals, the fair value measurements, valuation of goodwill andimpairment, the valuations of stock-based compensation arrangements and the Sponsor Covered Shares liability (as defined below). $ 5,905 $ 6,833 2,950 2,409 $ 8,855 $ 9,242 (1,601 ) (1,413 ) $ 7,254 $ 7,829 12,867 — 5,225 — — 10,065 1,481 2,647 $ 19,573 $ 12,712 $ 26,827 $ 20,541 2022 2023 and 2021. excess of loss and quota share reinsurance programs to limit its maximum loss exposure by reinsuring certain risks with other insurers. The Company has two reinsurance treaties:programs: the Excess of Loss TreatyFacultative program and the Quota Share Treaty.12Excessexcess of Loss Treaty,loss treaty, we cedeceded liability over $15.0 million on all files. Excess of loss reinsurance coverage protects the Company from a large loss from a single loss occurrence. The Excessexcess of Loss Treaty providesloss treaty provided for ceding liability above the retention of $15.0 million for all policies up to a liability cap of $500.0 million.during the period from January 1, 2021 to February 23, 2021 the Company ceded 100% of the written premium on its instantly underwriting policies. Effective effective February 24, 2021, the Company cedes 25% of the written premium on our instantly underwritten policies.2022 2023 and 2021.Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Gross premiums earned 94,889 142,995 301,638 363,650 Ceded premiums (401) (1,504) (2,558) (4,896) Net premiums earned 94,488 141,491 299,080 358,754 Percentage of amount assumed to net 99.6 % 98.9 % 99.2 % 98.7 % 73,783 94,889 219,735 301,638 (47 ) (401 ) (267 ) (2,558 ) 73,736 94,488 219,468 299,080 99.9 % 99.6 % 99.9 % 99.2 % 2022 2023 and 20212022 was (1)% as a result of a full valuation allowance recorded against the deferred tax assets. In determining the realizability of the net U.S. federal and state deferred tax assets, we consider numerous factors including historical profitability, estimated future taxable income, prudent and feasible tax planning strategies, and the industry in which we operate. As of September 30, 20222023 and December 31, 2021,2022, the Company carried a valuation allowance against deferred tax assets as management believes it is more likely than not that the benefit of the net deferred tax assets covered by that valuation allowance will not be realized. A net deferred tax liability has been recorded as of September 30, 20222023 and December 31, 2021 of $2.02022 of $0.6 million and $1.8$0.4 million, respectively, and is included in accrued expenses and other liabilities within the accompanying condensed consolidated balance sheets. Management reassesses the realization of the deferred tax assets each reporting period. The Company has approximatelyapproximately $0.2 million of pre-2018 pre-2018 federal net operating losses subject to expiration beginning in 2036. The remainder of the federal net operating losses have no expiration. The Company’s state net operating losses are subject to various expirations, beginning in 2030. The Company’s 20182019 through 20202022 tax years remain open to federal examinations. The Company’s 20172018 through 20202022 tax years remain open to state tax examinations. The Company believes that as of September 30, 20222023 it had no material uncertain tax positions. Interest and penalties related to unrecognized tax expenses (benefits) are recognized in income tax expense, when applicable. There were no material liabilities for interest and penalties accrued as of September 30, 2022.13Subsequent to the Business Combination described in Note 3, the2(a)2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.102(b)(1)102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. subsequent to the Business Combination described in Note 3, the Company is a “smaller reporting company” as defined in Item 10(f)(1)10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. 2016-13326)326). The amendments in this and the related ASUs introduce broad changes to accounting for credit impairment of financial instruments. The primary updates include the introduction of a new current expected credit loss (“CECL”) model that is based on expected rather than incurred losses for instruments measured at amortized cost and amends the accounting for impairment of held-to-maturity securities and available-for-sale securities. This model incorporates past experience, current conditions and reasonable and142016-02,2016-02, Leases (“ASU 2016-02”2016-02”), which provides guidance for accounting for leases. ASU 2016-022016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Modified or new leases subsequent to the effective date will follow ASC 2016-02.2016-02. Accounting for lessors remains largely unchanged from current U.S. GAAP. Under ASU 2020-05,2020-05, the effective date for adoption of ASU 2016-022016-02 is fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. We early adopted this new guidance on January 1, 2022 under a modified retrospective transition approach using the cumulative-effect adjustment transition method approved by the FASB, which results in reporting for the comparative periods presented in accordance with the previous lease guidance under ASC 840. We elected the package of practical expedients but did not adopt the hindsight practical expedient as of January 1, 2022. The package of practical expedients allowed the Company not to reassess whether the arrangement contains a lease, lease classification and whether previously capitalized costs qualify as initial direct costs. The practical expedients allowed the Company to continue classifying all of its leases as operating leases as they were previously classified under ASC 840. The Company recognized lease liabilities of $24.4 million and corresponding right-of-use assets of $23.8 million in our consolidated balance sheet on January 1, 2022. The difference between the lease liabilities and corresponding right-of-use assets related to prepaid rent and deferred lease obligations recognized in prepaid expenses, deposits and other assets and accrued expenses and other liabilities, respectively, in our consolidated balance sheet on January 1, 2022, resulting in no cumulative-effect adjustment to opening equity. The new standard did not have a significant impact on the condensed consolidated statements of operations or the condensed consolidated statements of cash flows. The guidance also requires additional disclosures regarding the Company’s lease portfolio, which have been included within Note 17.2019-12,2019-12, Simplifying the Accounting for Income Taxes (Topic 740)740). ASU 2019-122019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. Specifically, ASU 2019-122019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-122019-12 is effective for annual periods beginning after December 15, 2020, and interim periods beginning after December 15, 2020. ASU 2019-122019-12 is effective for private entities for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2019-122019-12 under the private company transition guidance beginning January 1, 2022, and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or disclosures given the Company has a full valuation allowance and the scenarios for which the guidance offer simplification are not significant for the Company.152018-12,2018-12, Financial Services-Insurance (Topic 944)944), Targeted Improvements to the Accounting for Long-Duration Contracts, effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. In June of 2020, the FASB deferred the effective date of ASU 2018-122018-12 for one-yearone-year in response to implementation challenges resulting from COVID-19.COVID-19. This update requires insurance companies to annually review and update the assumptions used for measuring the liability under long-duration contracts. The amendments in this ASU may be early adopted as of the beginning of an annual reporting period for which financial statements have not yet been issued, including interim financial statements. We do notAs an emerging growth company, we currently expect to early adoptanticipate adopting this standard. standard on January 1, 2025. Although we have long-duration contracts, this specific guidance is not expected to impact our title insurance operations; therefore, we do not expect this standard to have a material impact on our condensed consolidated financial statements.Combination At the Closing Date, Doma received gross cash consideration of $345.0 million as a result of the reverse recapitalization from Capitol’s trust account, which was then reduced by the redemption of Class A common stock of $294.9 million. In addition, existing Old Doma stockholders and option holders received cash payments from the settlement of the net proceeds of the Business Combination totaling $20.1 million.In connection with the Business Combination, Capitol entered into subscription agreements with certain investors, whereby Doma issued 30,000,000 shares of common stock at $10.00 per share for an aggregate purchase price of $300.0 million (the “PIPE Investment”), which closed simultaneously with the consummation of the Business Combination.Upon the Closing Date, holders of Old Doma common stock, par value $0.0001 per share (“Old Doma Common Stock”) received shares of our common stock in an amount determined by the exchange ratio of approximately 5.994933 to 1 (the “Exchange Ratio”), which was based on the implied price per share prior to the Business Combination established within the Agreement. Reported shares and earnings per share available to holders of Old Doma’s Common Stock, prior to the Business Combination, have been retroactively restated reflecting the Exchange Ratio. Applicable share activity within the statement of changes in stockholder’s equity were also retroactively converted to our common stock at the Exchange Ratio.Old Doma recorded the net assets acquired from Capitol. The total estimated transaction costs directly attributable to the Business Combination are approximately $67.0 million, consisting of advisory, legal, share registration and other professional fees. $12.1 million of these fees represent underwriter fees incurred by Capitol prior to the Business Combination related to their initial public offering.1,325,66453,026 shares of common stock held by the Sponsor became subject to vesting, contingent upon the price of Doma’s common stock, par value $0.0001 (“Doma common stock”) exceeding certain thresholds (the “Sponsor Covered Shares”).Immediately after giving effect to the Business Combination and the PIPE Investment, As of September 30, 2023, there were 321,461,822 shares of common stock outstanding, which excludes the 1,325,664 of Sponsor Covered Shares. The Company is authorized to issue 2,000,000,000 shares of common stock having a par value of $0.0001 per share. Additionally, the16Company is authorized to issue 100,000,000 shares of preferred stock having a par value of $0.0001 per share. As of September 30, 2022, there were 327,872,19013,409,543 and 0 shares of common stock and preferred stock issued and outstanding, respectively, which excludes the 1,325,66453,026 of Sponsor Covered Shares.each25 whole warrantwarrants entitles the holder to purchase one share of our common stock at a price of $11.50$287.50 (see Note 16 for additional information).one-halfone-half of such shares shall vest if the last reported sale price of the common stock equals or exceeds $15.00$375.00 for any 20 trading days within any 30-day30-day trading period ending on or before the tenth anniversary of the Closing Date, and (ii) one-halfone-half of such shares shall vest if the last reported sale price of the common stock equals or exceeds $17.50$437.50 for any 20 trading days within any 30-day30-day trading period ending on or before the tenth anniversary of the Closing Date. The Sponsor is also entitled to the Sponsor Covered Shares if a covered strategic transaction or change in control, as defined by the sponsor support agreement dated as of March 2, 2021 (the(the “Sponsor Support Agreement”) by and among the sponsors named thereto, Capitol and Old Doma, occurs prior to the ten (10)-year anniversary of the Closing Date. As of September 30, 2022,2023, the Sponsor Covered Shares were legally outstanding; however, since none of the conditions were met, no related shares are included in the Company's condensed consolidated balance sheets and condensed consolidated statement of changes in stockholders’ equity or for the purposes of calculating earnings per share.one-halfone-half of such shares shall be issued if the last reported sale price of the common stock equals or exceeds $15.00$375.00 for any 20 trading days within any 30-day30-day trading period ending on or before the fifth anniversary of the Closing Date, and (ii) one-halfone-half of such shares shall be issued if the last reported sale price of the common stock equals or exceeds $17.50$437.50 for any 20 trading days within any 30-day30-day trading period ending on or before the fifth anniversary of the Closing Date. Since none of the conditions of the Seller Earnout Shares were met as of September 30, 2022, 2023, no related shares are included in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in stockholders’ equity as of September 30, 20222023 or for purposes of calculating earnings per share.third-partythird-party title insurance agency business, which was operated under its North American Title Company brand (collectively, the “Acquired Business”), for total stock and deferred cash consideration of $171.7 million (the “North American Title Acquisition”), including $87.0 million in the form of a seller financing note. Goodwill of $111.5 million resulted from the North American Title Acquisition.reviews goodwill for impairment annually on October 1entered into customary transition services agreements in conjunction with these sales. more frequently if events or changes in circumstances indicate that an impairment may exist (“Capital Title of Texas, LLC, and references herein to the “Local Sales” refers to the Q3 Local Sales and the WFG Asset Sale, collectively. References herein to “Deferred Earnout” refers to the WFG Deferred Payment and deferred payments of up to $2.1 million payable by Hamilton National Title LLC d/b/a triggering event”). During the three months ended September 30, 2022, management determined thatNear North Title Group to the Company was less likelysubject to reach previously forecasted revenue as a result of adverse mortgagetargets over the 12-month period subsequent to the related sales. $ 10,272 $ 546 $ 10,818 $ 10,500 $ 2,645 $ 13,145 10,928 1,556 12,484 $ 21,428 $ 4,201 $ 25,629 $ 3,446 $ 767 $ 4,213 housing market conditions, including rapidly rising interest rates and low housing inventory. These factors and a sustained decreaseother receivables in the Company’s stock price indicated that the17Company had a triggering event.condensed consolidated balance sheets. The Company performed a valuation of the Distribution and Underwriting reporting units using discounted cash flow and market valuation methodologies. The valuation considered the Company’s market capitalization compared to the enterprise value. The resulting valuation of the Underwriting reporting unit indicated that its estimated fair value was above its carrying value. The estimated fair value of the Distribution reporting unit was below its carrying value. As such,Deferred Earnout is based on historic, Company-specific attrition rates or revenue projections and a discount factor based on the Company determined that the Distribution reporting unit’s goodwill was impaired.weighted average cost of capital, both Level 3 inputs. During the three and nine months ended September 30, 2022,2023, we recognized $0.4 million of income in our condensed consolidated statement of operations primarily related to the Company recognized aaccretion of the discount recorded for the Deferred Earnout.impairment charge of $33.7 million.The changes inassociated with the carrying value of goodwill, by segment, were as follows:Local Sales: $ 19,270 $ 3,597 $ 22,867 8,806 — 8,806 549 717 1,266 129 58 187 $ 28,754 $ 4,372 $ 33,126 $ - $ 392 $ 392 $ - $ 392 $ 392 $ 28,754 $ 3,980 $ 32,734 Distribution Underwriting Total Beginning balance, January 1, 2022 $ 88,074 $ 23,413 $ 111,487 Impairment losses (33,746) — (33,746) Ending balance, September 30, 2022 $ 54,328 $ 23,413 $ 77,741 Accumulated impairment losses to goodwill were $33.7 million as of September 30, 2022.September 30, 2022 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Amortized Cost Unrealized Gains Unrealized Losses Fair Value $ 38,258 $ 4 $ (2,089) $ 36,173 $ 62,078 $ 459 $ (207) $ 62,330 U.S. Treasury securities 8,070 — (187) 7,883 4,849 — (16) 4,833 Certificates of deposit 237 — — 237 237 — — 237 Total $ 46,565 $ 4 $ (2,276) $ 44,293 $ 67,164 $ 459 $ (223) $ 67,400 _______________(1) $ 19,935 $ 1 $ (855 ) $ 19,081 $ 61,308 $ 5 $ (1,640 ) $ 59,673 4,078 — (69 ) 4,009 24,152 — (165 ) 23,987 — — — — 5,003 — (4 ) 4,999 437 — — 437 305 — — 305 24,450 1 (924 ) 23,527 90,768 5 (1,809 ) 88,964 (207 ) — — (207 ) (440 ) — — (440 ) $ 24,243 $ 1 $ (924 ) $ 23,320 $ 90,328 $ 5 $ (1,809 ) $ 88,524 $4.4$2.2 million and $4.2$5.9 million were on deposit with various governmental authorities at September 30, 20222023 and December 31, 2021,2022, respectively, as required by law.2022 2023 and 20212022 was $0.9 million and $(2.5) million, and $(0.3) million, respectively.Maturity September 30, 2022 Amortized Cost Fair Value One year or less $ 22,688 49 % $ 22,356 50 % After one year through five years 23,877 51 % 21,937 50 % Total $ 46,565 100 % $ 44,293 100 % 18 $ 12,367 51 % $ 12,174 52 % 12,083 49 % 11,353 48 % $ 24,450 100 % $ 23,527 100 % September 30, 2022 December 31, 2021 Corporate debt securities U.S. Treasury securities Total Corporate debt securities U.S. Treasury securities Total Less than 12 months Fair value $ 31,606 $ 6,455 $ 38,061 $ 18,309 $ 4,667 $ 22,976 Unrealized losses $ (1,638) $ (163) $ (1,801) $ (192) $ (16) $ (208) Greater than 12 months Fair value $ 3,316 $ 1,428 $ 4,744 $ 605 $ — $ 605 Unrealized losses $ (451) $ (24) $ (475) $ (15) $ — $ (15) Total Fair value $ 34,922 $ 7,883 $ 42,805 $ 18,914 $ 4,667 $ 23,581 Unrealized losses $ (2,089) $ (187) $ (2,276) $ (207) $ (16) $ (223) $ — $ 992 $ 992 $ 48,798 $ 19,834 $ 4,999 $ 73,631 $ — $ (7 ) $ (7 ) $ (614 ) $ (101 ) $ (4 ) $ (719 ) $ 18,581 $ 1,723 $ 20,304 $ 8,546 $ 4,125 $ — $ 12,671 $ (855 ) $ (62 ) $ (917 ) $ (1,026 ) $ (64 ) $ — $ (1,090 ) $ 18,581 $ 2,715 $ 21,296 $ 57,344 $ 23,959 $ 4,999 $ 86,302 $ (855 ) $ (69 ) $ (924 ) $ (1,640 ) $ (165 ) $ (4 ) $ (1,809 ) 20222023 are temporary based upon our current analysis of the issuers of the securities that we hold and current market conditions. We have no intent to sell, and it is more likely than not that we will not be required to sell, these securities until the fair value recovers to at least equal our cost basis or the securities mature.2022,2023, credit agency ratings on our U.S. Treasury and corporate debt securities ranged from AAA through B1.B2.19Rollforward of Credit Loss Allowance for Held-to-Maturity Debt SecuritiesBeginning balance, January 1, 2022$399 Current-period provision for expected credit losses34 Write-off charged against the allowance, if any— Recoveries of amounts previously written off, if any— Ending balance of the allowance for credit losses, September 30, 2022$433 $ 440 (233 ) — — $ 207 $ 399 34 — — $ 433 provisionreduction for expected credit losses is due to changes in portfolio composition and the maturity of certain securities, and changes in the credit ratings of certain securities.September 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value $ 18,488 $ — $ (308) $ 18,180 U.S. Treasury securities 28,445 — (482) 27,963 Foreign government securities 1,466 — (25) 1,441 Total $ 48,399 $ — $ (815) $ 47,584 _______________(1)Includes both U.S. and foreign corporate debt securities.The Company had no available-for-sale securities or related unrealized gain or loss as of December 31, 2021. $ 26,042 $ — $ (450 ) $ 25,592 $ 27,251 $ — $ (363 ) $ 26,888 30,774 — (502 ) 30,272 30,467 — (544 ) 29,923 1,495 — (32 ) 1,463 1,473 — (30 ) 1,443 $ 58,311 $ — $ (984 ) $ 57,327 $ 59,191 $ — $ (937 ) $ 58,254 2022 2023 and 2021 was2022 was $0.0 million and $(0.8) million, and $(0.9) million, respectively. Prior to the purchases of available-for-sale debt securities in the three months ended June 30, 2022, the Company disposed of all available-for-sale debt securities in the three months ended March 31, 2021 and therefore had no unrealized gain or loss as of September 30, 2021 and no change in net unrealized gains on available-for-sale debt securities for the three months ended September 30, 2021.respectively. Any unrealized holding gains or losses on available-for-sale debt securities as of September 30, 20222023 are reported as accumulated other comprehensive gain or loss, which is a separate component of stockholders’ equity, net of tax, until realized.The following table reflects the composition of net realized gains or losses for the sales of the available-for-sale securities:20Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Realized gains (losses): Available-for-sale debt securities: Gains $ — $ — $ — $ 768 Losses — — — (90) Net $ — $ — $ — $ 678 Proceeds from sales $ — $ — $ — $ 7,817 Maturity September 30, 2022 Amortized Cost Fair Value One year or less $ — — % $ — — % After one year through five years 48,399 100 % 47,584 100 % Total $ 48,399 100 % $ 47,584 100 % $ 27,636 47 % $ 27,255 48 % 30,675 53 % 30,072 52 % $ 58,311 100 % $ 57,327 100 % September 30, 2022 December 31, 2021 Corporate debt securities U.S. Treasury securities Foreign government securities Total Corporate debt securities U.S. Treasury securities Total Less than 12 months Fair value $ 18,179 $ 27,964 $ 1,442 $ 47,585 $ — $ — $ — Unrealized losses $ (308) $ (482) $ (25) $ (815) $ — $ — $ — Greater than 12 months Fair value $ — $ — $ — $ — $ — $ — $ — Unrealized losses $ — $ — $ — $ — $ — $ — $ — Total Fair value $ 18,179 $ 27,964 $ 1,442 $ 47,585 $ — $ — $ — Unrealized losses $ (308) $ (482) $ (25) $ (815) $ — $ — $ — $ 8,670 $ 1,928 $ — $ 10,598 $ 26,886 $ 29,923 $ 1,444 $ 58,253 $ (131 ) $ (26 ) $ — $ (157 ) $ (363 ) $ (544 ) $ (30 ) $ (937 ) $ 16,923 $ 28,344 $ 1,463 $ 46,730 $ — $ — $ — $ — $ (319 ) $ (476 ) $ (32 ) $ (827 ) $ — $ — $ — $ — $ 25,593 $ 30,272 $ 1,463 $ 57,328 $ 26,886 $ 29,923 $ 1,444 $ 58,253 $ (450 ) $ (502 ) $ (32 ) $ (984 ) $ (363 ) $ (544 ) $ (30 ) $ (937 ) 20222023 are temporary based upon our current analysis of the issuers of the securities that we hold and current market conditions.212022,2023, the Company did not have an allowance for credit losses for available-for-sale debt securities.Equity securitiesThe Company disposed of all equity securities in the three months ended March 31, 2021.20222023 is comprised entirely of single-family residential mortgage loans. During the nine months ended September 30, 2022,2023, the Company did not purchase any new mortgage loans.20222023 was the result of principal prepayments and maturities.September 30, 2022 December 31, 2021 Cost Estimated Fair Value Cost Estimated Fair Value Mortgage loans $ 302 $ 302 $ 2,022 $ 2,022 Total $ 302 $ 302 $ 2,022 $ 2,022 $ 46 $ 46 $ 297 $ 297 $ 46 $ 46 $ 297 $ 297 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Available-for-sale debt securities $ 428 $ — $ 491 $ 773 Held-to-maturity debt securities 316 543 1,062 1,507 Equity investments — — — (89) Mortgage loans 10 45 51 136 Other 110 — 235 61 Total $ 864 $ 588 $ 1,839 $ 2,388 22 $ 526 $ 428 $ 1,593 $ 491 197 316 1,194 1,062 — 10 4 51 572 110 1,288 235 $ 1,295 $ 864 $ 4,079 $ 1,839 September 30, 2022 December 31, 2021 Corporate debt securities $ 356 $ 874 U.S. Treasury securities 186 12 Foreign government securities 10 — Accrued interest receivable on investment securities $ 552 $ 886 Mortgage loans — 13 Accrued interest receivable on investments $ 552 $ 899 $ 250 $ 834 200 281 10 42 $ 460 $ 1,157 Level 123Assets September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Held-to-maturity: Corporate debt securities $ — $ 36,173 $ — $ 36,173 $ — $ 62,330 $ — $ 62,330 U.S. Treasury securities 7,883 — — 7,883 4,833 — — 4,833 Certificate of deposits — 237 — 237 — 237 — 237 Total held-to-maturity debt securities $ 7,883 $ 36,410 $ — $ 44,293 $ 4,833 $ 62,567 $ — $ 67,400 Available-for-sale: Corporate debt securities $ — $ 18,180 $ — $ 18,180 $ — $ — $ — $ — U.S. Treasury securities 27,963 — — 27,963 — — — — Foreign government securities — 1,441 — 1,441 — — — — Total available-for-sale debt securities $ 27,963 $ 19,621 $ — $ 47,584 $ — $ — $ — $ — Mortgage loans $ — $ — $ 302 $ 302 $ — $ — $ 2,022 $ 2,022 Total $ 35,846 $ 56,031 $ 302 $ 92,179 $ 4,833 $ 62,567 $ 2,022 $ 69,422 $ — $ 19,081 $ — $ 19,081 $ — $ 59,673 $ — $ 59,673 4,009 — — 4,009 23,987 — — 23,987 — — — — — 4,999 — 4,999 — 437 — 437 — 305 — 305 $ 4,009 $ 19,518 $ — $ 23,527 $ 23,987 $ 64,977 $ — $ 88,964 $ — $ 25,592 $ — $ 25,592 $ — $ 26,888 $ — $ 26,888 30,272 — — 30,272 29,923 — — 29,923 — 1,463 — 1,463 — 1,443 — 1,443 $ 30,272 $ 27,055 $ — $ 57,327 $ 29,923 $ 28,331 $ — $ 58,254 $ — $ — $ 46 $ 46 $ — $ — $ 297 $ 297 $ 34,281 $ 46,573 $ 46 $ 80,900 $ 53,910 $ 93,308 $ 297 $ 147,515 Liabilities September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Public Warrants $ 690 $ — $ — $ 690 $ 10,925 $ — $ — $ 10,925 Private Placement Warrants — 350 — 350 — 5,542 — 5,542 Sponsor Covered Shares — — 312 312 — — 5,415 5,415 Total $ 690 $ 350 $ 312 $ 1,352 $ 10,925 $ 5,542 $ 5,415 $ 21,882 $ 54 $ — $ — $ 54 $ 230 $ — $ — $ 230 — 27 — 27 — 117 — 117 — — 98 98 — — 219 219 $ 54 $ 27 $ 98 $ 179 $ 230 $ 117 $ 219 $ 566 ticker DOMA.WS.symbol DOMAW. For the Private Placement Warrants, the Company considers the fair value of each Private Placement Warrant to be equivalent to that of each Public Warrant, with an immaterial24September 30,
2022Current stock price$0.44 Expected volatility75.0 %Risk-free interest rate3.90 %Current expected term8.8Expected dividend yield— %Annual change in control probability2.0 % $ 5.08 65.0 % 4.6 % 8 — % 2.0 % Sponsor Covered SharesFair value as of December 31, 2021$5,415 Change in fair value of Sponsor Covered Shares(5,103)Fair value as of September 30, 2022$312 $ 219 (121 ) $ 98 $ — 10,928 1,556 383 $ 12,867 20222023 and the year ended December 31, 2021.2022. There were no transfers involving Level 3 assets or liabilities during the three or nine months ended September 30, 20222023 and the year ended December 31, 2021.2520Three months ended
September 30,Nine months ended
September 30,2022 2021 2022 2021 Revenue Stream Statements of Operations Classification Segment Total Revenue Revenue from insurance contracts: Direct Agents title insurance premiums Net premiums written Underwriting $ 15,241 $ 32,944 $ 56,982 $ 88,797 Direct Agents title insurance premiums Net premiums written Elimination — (96) — (976) Third-Party Agent title insurance premiums Net premiums written Underwriting 79,247 108,643 242,098 270,933 Total revenue from insurance contracts $ 94,488 $ 141,491 $ 299,080 $ 358,754 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Distribution $ 8,581 $ 16,190 $ 30,949 $ 45,325 Other title-related fees and income Escrow, title-related and other fees Distribution 16,197 31,383 58,122 86,181 Other title-related fees and income Escrow, title-related and other fees Underwriting 1,064 823 2,402 2,621 Other title-related fees and income Escrow, title-related and other fees (13,215) (27,944) (48,367) (75,035) Total revenue from contracts with customers $ 12,627 $ 20,452 $ 43,106 $ 59,092 Other revenue: Investment, dividend and other income Distribution $ 70 $ 68 $ 145 $ 155 Investment, dividend and other income Underwriting 790 493 1,707 1,483 Realized gains and losses, net Investment, dividend and other income Distribution (125) (21) (219) (25) Realized gains and losses, net Investment, dividend and other income Underwriting 6 99 (12) 905 Total other revenues $ 741 $ 639 $ 1,621 $ 2,518 Total revenues $ 107,856 $ 162,582 $ 343,807 $ 420,364 _________________(1)Premiums retained by Direct Agents are recognized as income to the Distribution segment, and expense to the Underwriting segment. Upon consolidation, the impact of these internal segment transactions is eliminated. See Note 7. Segment information for additional breakdown.(2)Interest and investment income consists primarily of interest payments received on held-to-maturity debt securities, available-for-sale debt securities and mortgage loans. $ 2,686 $ 15,241 $ 17,862 $ 56,982 71,050 79,247 201,606 242,098 $ 73,736 $ 94,488 $ 219,468 $ 299,080 $ 178 $ 1,589 $ 729 $ 7,787 296 2,501 1,151 10,603 424 1,066 1,584 2,402 (54 ) (2,482 ) (858 ) (10,452 ) $ 844 $ 2,674 $ 2,606 $ 10,340 $ 285 $ 70 $ 1,244 $ 145 1,328 790 3,464 1,707 47 (113 ) (456 ) (157 ) — 6 5 (12 ) $ 1,660 $ 753 $ 4,257 $ 1,683 $ 76,240 $ 97,915 $ 226,331 $ 311,103 26212022 2023 and 20212022 is as follows:September 30, 2022 2021 Balance at the beginning of the year $ 80,267 $ 69,800 Provision for claims related to: Current year $ 18,192 $ 23,567 Prior years (2,606) (6,826) Total provision for claims $ 15,586 $ 16,741 Paid losses related to: Current year $ (2,665) $ (2,832) Prior years (9,397) (5,038) Total paid losses $ (12,062) $ (7,870) Balance at the end of the period $ 83,791 $ 78,671 Provision for claims as a percentage of net written premiums 5.2 % 4.7 % $ 81,873 $ 80,189 $ 10,994 $ 17,161 960 (3,260 ) $ 11,954 $ 13,901 $ (687 ) $ (735 ) (10,625 ) (8,979 ) $ (11,312 ) $ (9,714 ) $ 82,515 $ 84,376 5.4 % 4.6 % 2022,2023, the prior year’s provision for claims releaseincrease of $2.6$1.0 million is due to reported loss emergence which was lowerhigher than expected.expected, primarily from the 2016 and 2022 policy years. This was the result of a small number of more severe claims primarily reported in 2023, most of which related to underwriting related activities. Historically, thiswe have had favorable loss experience which has resulted in a decrease in the projection of ultimate loss for past policy years. For the nine months ended September 30, 2022, the provision for claims reserve release related to prior years of $3.3 million is due to reported loss emergence which was lower than expected. Most recently, our favorable loss experience resulted in a decrease in the projection of ultimate loss for policy years 2018,2020, and 2021. For the nine months ended September 30, 2021, the provision for claims reserve release related to prior years of $6.8 million is due to reported loss emergence which was lower than expected. This has resulted in a decrease in the projection of ultimate loss for policy years 2017-2020. The actuarial assumptions underlying the Company’s selected ultimate loss estimates place more consideration on title insurance industry benchmarks for more recent policy years. These title insurance benchmarks are based on industry long-term average loss ratios. As the Company’s claims experience matures, we refine those estimates to put more consideration to the Company’s actual claims experience. For the nine months ended September 30, 2022 and 2021,, the Company’s actual claims experience reflects a lower loss ratiosratio than industry benchmarks from a current positive underwriting cycle and resulted in the favorable development.The liability for lossloss adjustment expensescorporate support services, and "Underwriting." As discussed in Note 3, in the second and third quarters of $83.8 million and $80.3 million, as of September 30, 2022 and December 31, 2021, respectively, includes $0.1 million and $0.1 million, respectively, of reserves for the settlement of claims which2023, the Company has deemed to be directlysold its assets used in or related to its escrow or agent related activities. The reserves for the settlementCompany’s Local Component. With the execution of claimsthese agreements, the Company no longer has operations related to escrow or agent related activities are not actuarially determined.7. Segment informationTheour previous Local Component.(1) Distribution(1) "Underwriting" and (2) Underwriting.27•Distribution: Our Distribution segment reflects our Direct Agents operations of acquiring customer orders and providing title and escrow services for real estate closing transactions. We acquire customers through our partnerships with realtors, attorneys and non-centralized loan originators via a 105-branch footprint across ten states as of September 30, 2022 (“Local”) and our partnerships with national lenders and mortgage originators that maintain centralized lending operations representing our Doma Enterprise accounts (“Doma Enterprise”).•Underwriting: Our Underwriting segment reflects the results of our title insurance underwriting business, including policies referred through our Direct Agents and Third-Party Agents channels. The referring agents typically retain approximately 82% - 84% of the policy premiums in exchange for their services. The retention varies by state and agent.goodwilllong-lived asset impairment, change in the fair value of Warrant and Sponsor Covered Shares liabilities, interest expense, and income tax expense, as these items are not considered by the chief operating decision maker in evaluating the segments’ overall operating performance. Our chief operating decision maker does not review nor consider assets allocated to our segments for the purpose of assessing performance or allocating resources. Accordingly, segments’ assets are not presented.Three months ended September 30, 2022 Distribution Underwriting Eliminations Consolidated total Net premiums written $ — $ 94,488 $ — $ 94,488 24,778 1,064 (13,215) 12,627 Investment, dividend and other income (55) 796 — 741 Total revenue $ 24,723 $ 96,348 $ (13,215) $ 107,856 $ — $ 78,356 $ (13,215) $ 65,141 17,353 2,867 — 20,220 3,710 2,514 — 6,224 Provision for claims 737 3,928 — 4,665 Adjusted gross profit $ 2,923 $ 8,683 $ — $ 11,606 $ 73,736 $ — $ — $ 73,736 424 474 (54 ) 844 1,328 332 — 1,660 $ 75,488 $ 806 $ (54 ) $ 76,240 $ 60,869 $ — $ (54 ) $ 60,815 2,831 458 — 3,289 2,478 300 — 2,778 3,253 84 — 3,337 $ 6,057 $ (36 ) $ — $ 6,021 $ 219,468 $ — $ — $ 219,468 1,584 1,880 (858 ) 2,606 3,469 788 — 4,257 $ 224,521 $ 2,668 $ (858 ) $ 226,331 $ 180,980 $ — $ (858 ) $ 180,122 8,603 1,821 — 10,424 6,891 1,075 — 7,966 11,742 212 — 11,954 $ 16,305 $ (440 ) $ — $ 15,865 2823Nine months ended September 30, 2022 Distribution Underwriting Eliminations Consolidated total Net premiums written $ — $ 299,080 $ — $ 299,080 89,071 2,402 (48,367) 43,106 Investment, dividend and other income (74) 1,695 — 1,621 Total revenue $ 88,997 $ 303,177 $ (48,367) $ 343,807 $ — $ 248,748 $ (48,367) $ 200,381 63,997 7,911 — 71,908 15,143 7,923 — 23,066 Provision for claims 2,593 12,993 — 15,586 Adjusted gross profit $ 7,264 $ 25,602 $ — $ 32,866 Three months ended September 30, 2021 Distribution Underwriting Eliminations Consolidated total Net premiums written $ — $ 141,587 $ (96) $ 141,491 47,573 823 (27,944) 20,452 Investment, dividend and other income 47 592 — 639 Total revenue $ 47,620 $ 143,002 $ (28,040) $ 162,582 $ — $ 119,636 $ (28,040) $ 91,596 21,791 2,157 — 23,948 5,650 4,423 — 10,073 Provision for claims 1,243 5,442 — 6,685 Adjusted gross profit $ 18,936 $ 11,344 $ — $ 30,280 Nine months ended September 30, 2021 Distribution Underwriting Eliminations Consolidated total Net premiums written $ — $ 359,730 $ (976) $ 358,754 131,506 2,621 (75,035) 59,092 Investment, dividend and other income 130 2,388 — 2,518 Total revenue $ 131,636 $ 364,739 $ (76,011) $ 420,364 $ — $ 303,126 $ (76,011) $ 227,115 56,884 5,945 — 62,829 16,846 7,896 — 24,742 Provision for claims 1,777 14,964 — 16,741 Adjusted gross profit $ 56,129 $ 32,808 $ — $ 88,937 _________________(1)Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents.(2)This expense represents a deduction from the net premiums written for the amounts that are retained by Direct Agents and Third-Party Agents as compensation for their efforts to generate premium income for our Underwriting segment. The impact of premiums retained by our Direct Agents and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation.(3)Includes all compensation costs, including salaries, bonuses, incentive payments, and benefits, for personnel involved in the direct fulfillment of title and/or escrow services. Direct labor excludes severance costs.(4)Includes title examination expense, office supplies, and premium and other taxes.29 $ 94,488 $ — $ — $ 94,488 1,066 4,090 (2,482 ) 2,674 796 (43 ) — 753 $ 96,350 $ 4,047 $ (2,482 ) $ 97,915 $ 78,356 $ — $ (2,482 ) $ 75,874 2,867 4,788 — 7,655 2,514 1,370 — 3,884 3,928 239 — 4,167 $ 8,685 $ (2,350 ) $ — $ 6,335 $ 299,080 $ — $ — $ 299,080 2,402 18,390 (10,452 ) 10,340 1,695 (12 ) — 1,683 $ 303,177 $ 18,378 $ (10,452 ) $ 311,103 $ 248,748 $ — $ (10,452 ) $ 238,296 7,911 24,275 — 32,186 7,923 5,530 — 13,453 12,993 908 — 13,901 $ 25,602 $ (12,335 ) $ — $ 13,267 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Adjusted gross profit $ 11,606 $ 30,280 $ 32,866 $ 88,937 Depreciation and amortization 4,251 1,978 11,234 7,705 54,151 53,393 187,182 133,234 Goodwill impairment 33,746 — 33,746 — Change in fair value of Warrant and Sponsor Covered Shares liabilities (1,438) 4,478 (20,531) 4,478 Interest expense 4,584 4,531 13,280 12,341 Loss before income taxes $ (83,688) $ (34,100) $ (192,045) $ (68,821) _________________(1)Includes corporate and other costs not allocated to segments including corporate support function costs, such as legal, finance, human resources, technology support and certain other indirect operating expenses, such as sales and management payroll, and incentive related expenses. $ 6,021 $ 6,335 $ 15,865 $ 13,267 2,942 4,006 8,713 10,564 18,960 38,700 68,897 133,262 972 — 1,413 — (263 ) (1,438 ) (386 ) (20,531 ) 5,495 3,575 14,487 10,331 $ (22,085 ) $ (38,508 ) $ (77,259 ) $ (120,359 ) 20222023 and December 31, 2021 the Distribution segment had allocated goodwill of $54.3 million and $88.1 million, respectively, and2022, the Underwriting segment had allocated goodwill of $23.4 million. There were no additions from acquisitions, impairments or adjustments to goodwill resulting from prior year acquisitions in either segment for the three and nine months ended September 30, 2022 and 2021. There was an impairment to goodwill in the Distribution segment of $33.7 million for the three and nine months ended September 30, 2022.2023. There were no additions from acquisitions, impairments or adjustments to goodwill in the Underwriting segment for the three and nine months ended September 30, 2022. There were no impairments to goodwillresulting from prior year acquisitions in either segment for the three and nine months ended September 30, 2021.2022. Accumulated impairment losses to goodwill were $65.2 million as of September 30, 2023 which represents goodwill impairment related to discontinued operations. (“(“Funding Date”). The Senior Debt matures five years from the Funding Date. Under the agreement, the Senior Debt will bear interest of 11.25% per annum, 5.0% of which will be paid on a current cash basis and the remainder to accrue and be added to the outstanding principal balance. Interest shall be compounded quarterly. If at any time Old Doma (now known as States Title) is in an event of default under the Senior Debt, outstanding amounts shall bear interest at the default interest rate of 15.00%. Upon funding, Old Doma issued penny warrants to affiliates of HSCM equal to 1.35% of Old Doma’s fully diluted shares. The warrants were net exercised on the Closing Date and such affiliates of HSCM received the right to receive approximately 4.20.2 million shares of our common stock. The Senior Debt is secured by a first-priorityfirst-priority pledge and security interest in substantially all of the assets (tangible and intangible) of our wholly owned subsidiary States Title (which represent substantially all of our assets) and any of its existing and future domestic subsidiaries (in each case, subject to customary exclusions, including the exclusion of regulated insurance company subsidiaries). States Title is subject to customary affirmative, negative and financial covenants, including, among other things, minimum liquidity of $20.0 million (as of the last day of any month), minimum consolidated annual revenue of $130.0 million, limits on the incurrence of indebtedness, restrictions on asset sales outside the ordinary course of business and material acquisitions, limitations on dividends and other restricted payments. States Title was in compliance with the Senior Debt covenants as of September 30, 2022.2023. The Senior Debt also includes customary events of default for facilities of this type and provides that, if an event of default occurs and is continuing, the Senior Debt will amortize requiring regular payments on a straight-line basis over the subsequent 24-month24-month calendar period, but not to extend beyond the maturity date.20222023 was $159.9$153.9 million. No active or observable market exists for the Senior Debt and, as a result, this is a Level 3 fair value measurement. Therefore, the estimated30 and, non-statutory stock options (“NSOs”) and restricted stock awards (“RSAs”) to employees and key advisors under the Company’s 2019 Equity Incentive Plan, which has been approved by the board of directors. Granted stock options do not expire for 10 years and have vesting periods ranging from 790-day90-day volume weighted average price of the common stock of the Company reaching a price hurdle of $5.00, $7.50,$125.00, $187.50, and $10.00$250.00 during a performance period of 4 years. The maximum number of shares that can be earned under the market-based awards is 2,435,32597,413 shares, with one-thirdone-third of the total award allocated to each identified average price threshold. The time-based service condition in the market-based awards is satisfied quarterly over sixteen quarters of continuous employment, such that the service condition included in the market-based awards will be fully satisfied on the fourth anniversary of their award date. The Company recognizes compensation expense related to the market-based awards using the accelerated attribution method over the requisite service period.20222023 and 20212022 was $7.7$4.7 million and $3.0$6.9 million, respectively. Stock-based compensation expense for the nine months ended September 30, 20222023 and 20212022 was $27.4$12.5 million and $9.0$24.1 million, respectively.31252022,2023, the Company had the following stock option activity:Outstanding as of December 31, 2021 24,255,204 $ 0.51 7.91 $ 109,061 Granted — — 0 Exercised (1,960,728) 0.54 4.19 Cancelled or forfeited (3,213,233) 0.61 2.08 Outstanding as of September 30, 2022 19,081,243 $ 0.58 6.98 $ 198 Options exercisable as of September 30, 2022 13,349,677 $ 0.54 6.64 $ 198 703,422 $ 14.46 6.74 $ 191 — — — (17,774 ) 13.41 0.45 (254,820 ) 14.87 1.26 430,828 $ 14.26 5.74 $ 61 407,473 $ 14.06 5.67 $ 61 2022,2023, there was $14.8$2.5 million of stock-based compensation expense that had yet to be recognized related to nonvested stock option grants.2022,2023, the Company had the following non-vested RSA, RSU and PRSU activity:Non-vested at December 31, 2021 18,579,930 $ 6.11 Granted 38,084,744 1.90 Vested (3,032,377) 5.65 Adjustment for PRSUs expected to vest (3,172,883) 5.91 Cancelled or Forfeited (14,770,922) 3.70 Non-vested at September 30, 2022 35,688,492 $ 2.67 1,619,222 $ 44.19 1,302,766 8.14 (302,287 ) 57.89 — — (533,346 ) 54.01 2,086,355 $ 19.15 2022,2023, there was $87.8$32.7 million of stock-based compensation expense that had yet to be recognized related to nonvested RSAs, RSUs and PRSUs.Stock price at issuance$0.92 Expected volatility75.0 %Risk-free interest rate3.14 %Current expected term3.9Expected dividend yield— % $ 23.00 75.0 % 3.14 % 3.9 — % 32262022,2023, the Company had the following non-vested market-based award activity:Non-vested at December 31, 2021 — $ — Granted 2,435,325 0.32 Vested — — Cancelled or Forfeited — — Non-vested at September 30, 2022 2,435,325 $ 0.32 97,413 $ 7.92 — — — — — — 97,413 $ 7.92 2022,2023, there was $0.7$0.4 million of stock-based compensation expense that had yet to be recognized related to nonvested market-based awards.Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator Net loss attributable to Doma Holdings, Inc. $ (84,113) $ (34,270) $ (192,791) $ (69,327) Denominator Weighted-average common shares – basic and diluted 326,820,954 245,003,754 325,207,884 128,105,954 Net loss per share attributable to stockholders Basic and diluted $ (0.26) $ (0.14) $ (0.59) $ (0.54) $ (22,239 ) $ (38,904 ) $ (77,725 ) $ (121,016 ) 13,395,010 13,072,471 13,305,428 13,008,082 $ (1.66 ) $ (2.98 ) $ (5.84 ) $ (9.30 ) $ (0.25 ) $ (3.46 ) $ (1.95 ) $ (5.52 ) $ (1.91 ) $ (6.43 ) $ (7.79 ) $ (14.82 ) werewere excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because the contingent criteria has not been satisfied and/or including them would have been antidilutive:As of September 30, 2022 2021 Outstanding stock options 19,081,243 26,283,820 Warrants for common and preferred stock 18,022,750 18,022,750 RSA’s, RSU’s and PRSU’s 35,688,492 938,304 Market-based awards 2,435,325 — Sponsor Covered Shares and Seller Earnout Shares 17,531,270 17,826,268 Total antidilutive securities 92,759,080 63,071,142 430,828 763,051 693,333 720,910 2,086,355 1,427,092 97,413 97,413 686,598 701,251 3,994,527 3,709,717 2022,2023, Lennar, through its subsidiaries, held 25.1%24.5% of the Company on a fully diluted basis.33Third-Party Agentsagents from these transactions, which are included within our Underwriting segment: $ 35,061 $ 34,795 $ 98,546 $ 96,126 28,325 27,932 79,527 77,542 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues $ 34,795 $ 30,298 $ 96,126 $ 81,925 Premiums retained by Third-Party Agents 27,932 24,772 77,542 66,606 September 30, 2022 December 31, 2021 Net receivables $ 3,850 $ 3,883 $ 3,591 $ 4,175 third-partythird-party financial institutions. TheseThese escrow deposits amounted to $159.1$15.9 million and $204.8$77.4 million at at September 30, 20222023 and December 31, 2021,2022, respectively. Such deposits are not reflected in the condensed consolidated balance sheets, but the Company could be contingently liable for them under certain circumstances (for example, if the Company disposes of escrowed assets). Such contingent liabilities have not materially impacted the results of operations or financial condition to date and are not expected to do so in the future.September 30,
2022December 31,
2021Employee compensation and benefits $ 23,380 $ 32,756 Other 11,575 21,393 Total accrued expenses and other liabilities $ 34,955 $ 54,149 $ 603 $ 3,782 492 4,984 4,076 5,248 1,786 3,862 3,995 2,234 4,642 3,237 $ 15,594 $ 23,347 the second and third quarter of 2022, the Company executedthree separate workforce reduction plans (collectively,(the “2022 Reduction Plans”) to reduce costs, improve Local branch-level profitability, and focus resources on its instant underwriting capabilities. The Reduction Plans during 2022 included the elimination of approximately 1,076 positions across the Company, or approximately 52% of the Company’s workforce as of December 31, 2022. On August 2, 2023, the Company committed to an additional workforce reduction plan (the “2023 Reduction” and collectively with the 2022 Reductions Plans, the “Reduction Plans”) to improve cost efficiency and align with strategic investments in the Doma Intelligence platform.focus on our instant underwriting technology and Underwriting operations. The 2023Reduction Plans in the second and third quarter included the elimination of approximately 56170 positions across the Company, or approximately 27%17% of the Company’s then current workforce. The Company is substantially completeestimates that it will incur approximately $0.7 million in charges in connection with the 2023 Reduction, including cash expenditures for employee benefits, severance payments, payroll taxes and related facilitation costs offset by forfeitures of bonus and stock-based compensation. The Company expects the execution of the Reduction Plans, as of September 30, 2022.342022.2023. $ 4,984 9,459 (13,951 ) $ 492 TotalBalance as of January 1, 2022$— (1)8,396 include interim salary for employees with known departure dates, employee benefits, severance, payroll taxes and related facilitation costs offset by forfeitures of bonus. Payments and other adjustments(7,829)Balance as of September 30, 2022$567 ________________(1) Charges incurred include employee benefits, severance, payroll taxes and related facilitation costs offset by forfeitures of bonus.2022,2023, forfeited stock-based compensation associated with the Reduction Plans was $1.9$0.2 million and $2.5 million, respectively. In the three and nine months ended September 30, 2022, forfeited stock-based compensation associated with the Reduction Plans was $1.1 million and $1.5 million, respectively. The charges incurred and forfeited stock-based compensation associated with the Reduction Plans primarily relate to the Company’s Corporate and Other reportable segment.401(k)401(k) plan for its employees (the “Retirement Savings Plan”). The Retirement Savings Plan is a voluntary contributory plan under which employees may elect to defer compensation for federal income tax purposes under Section 401(k)401(k) of the Internal Revenue Code of 1986. All full-time employees age 18+18+ are eligible to enroll in the Retirement Savings Plan on their first day of employment. Company matching contributions begin upon employee enrollment in the Retirement Savings Plan. Prior to Effective January 1, 2022, the Company provided an employer match up to 50% of the first 6% of elective contributions, and there were no matching contributions in excess of 3% of compensation. Effective January 1, 2022, the Company provides an employer match up to 100% on the first 1% of elective contributions and 50% on the next 5% of elective contributions. The maximum matching contribution is 3.5% of compensation.20222023 and 2021,2022, the Company made contributions for the benefit of employees of $1.3$0.2 million and $0.7$1.0 million, respectively, to the Retirement Savings Plan. For the nine months ended September 30, 2022 2023 and 2021,2022, the Company made contributions for the benefit of employees of $3.6$0.9 million and $2.0$2.5 million, respectively, to the Retirement Savings Plan.2022 2023 and 2021,2022, the Company recorded the following related to research and development expenses and capitalized internally developed software costs:Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development expenses incurred $ 3,660 $ 5,402 $ 14,781 $ 10,849 Capitalized internally developed software costs 8,393 5,347 25,603 14,157 Research and development spend, inclusive of capitalized internally developed software cost $ 12,053 $ 10,749 $ 40,384 $ 25,006 $ 755 $ 3,660 $ 4,108 $ 14,781 1,939 8,393 6,676 25,603 $ 2,694 $ 12,053 $ 10,784 $ 40,384 onand other operating expenses, respectively, in the condensed consolidated statements of operations. Capitalized internally developed software and acquired software costs are included in fixed assets, net in the condensed consolidated balance sheets.352911,500,000460,000 shares of our common stock and Private Placement Warrants to purchase an aggregate of 5,833,333233,333 shares of our common stock. EachTwenty five whole Warrant entitleswarrants entitle the holder to purchase one share of common stock at a price of $11.50.$18.00•in whole and not in part;•at a price of $0.01 per Public Warrant;•upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; and•if, and only if, the last reported sale price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the Public Warrant holders.30-day30-day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.$10.00•in whole and not in part;•at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Public Warrants prior to redemption and receive a number of shares based on the redemption date and the “fair market value” of common stock except as otherwise described below;•if, and only if, the last reported sale price of our common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of common stock and equity-linked securities as described above) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders; and•if, and only if, the last reported sale price of common stock is less than $18.00 per share (as adjusted for stock for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.360.3610.014 shares of common stock per Public Warrant (subject to adjustment).S-1 (No. 333-258942)S-1 (No.333-258942), as amended, with the SEC (which was declared effective on September 8, 2021; and the Company subsequently filed a post-effective amendment thereto, which was declared effective on March 30, 2022), which related to, among other things, the issuance of an aggregate of up to 17,333,333693,333 shares of common stock issuable upon the exercise of the Warrants. As of September 30, 2023 and December 31, 2022, the aggregate values of the Public and Private Warrants were $0.7$0.1 million and $0.4$0.2 million, respectively, representing Public Warrants outstanding to purchase 11,500,000460,000 shares and 5,833,333 shares, respectively, of our common stock. As of September 30, 2023 and December 31, 2021,2022, the aggregate values of the Public and Private Warrants were $10.9$0.0 million and $5.5$0.1 million, respectively, representing Private Warrants outstanding to purchase 11,500,000233,333 shares and 5,833,333 shares, respectively, of our common stock. The Warrants are accounted for as liabilities in accordance with ASC 815-40815-40 and are presented within warrant liabilities in the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Warrants and Sponsor Covered Shares liabilities in the condensed consolidated statements of operations.2022,2023, we have leases with remaining terms of 1 month30 days to 7.04 years, some of which may include no options for renewal and others with options to extend the lease terms from 1 year to 5 years. The components of our operating leases were as follows:Nine months ended September 30, 2022Components of lease expense:Operating lease expense$9,097 Less sublease income(250)Net lease expense8,847 Cash flow information related to leases:Operating cash outflow from operating leases during the nine months ended September 30, 2022$8,174 $ 1,822 $ 2,741 (272 ) (13 ) 1,550 2,728 $ 3,272 $ 2,639 3731
$ 32 215 3.73 4.53 10 % 10 % September 30, 2023 September 30, 2023 $ 893 $ 835 3,211 3,202 2,422 2,727 2,261 1,883 1,992 850 10,779 9,497 (1,741 ) (1,395 ) $ 9,038 $ 8,102 September 30, 2022Right-of-use assets obtained during the nine months ended September 30, 2022 in exchange for new operating lease liabilities$9,857 Weighted average remaining lease term4.19 yearsWeighted average discount rate10 % $ 257 $ 751 603 1,437 3,278 13,910 476 2,359 — 11,817 — 22,867 $ 4,614 $ 53,141 $ 99 $ 502 899 5,546 8,102 16,696 — 7,415 97 197 $ 9,197 $ 30,356 $ 5,208 $ (2,031 ) $ 3,177 (126 ) — (126 ) $ 5,082 $ (2,031 ) $ 3,051 $ 6,576 $ (2,031 ) $ 4,545 — — - 2,573 — 2,573 $ 9,149 $ (2,031 ) $ 7,118 $ (4,067 ) $ — $ (4,067 ) $ (63 ) $ — $ (63 ) 772 — 772 $ (3,358 ) $ — $ (3,358 ) (29 ) — (29 ) $ (3,387 ) $ — $ (3,387 ) $ 30,295 $ (13,991 ) $ 16,304 (123 ) — (123 ) $ 30,172 $ (13,991 ) $ 16,181 $ 43,387 $ (13,991 ) $ 29,396 — — - 3,602 — 3,602 $ 46,989 $ (13,991 ) $ 32,998 $ (16,817 ) $ — $ (16,817 ) $ (2,002 ) $ — $ (2,002 ) (6,994 ) — (6,994 ) $ (25,813 ) $ — $ (25,813 ) (88 ) — (88 ) $ (25,901 ) $ — $ (25,901 ) $ 20,686 $ (10,733 ) $ 9,953 (12 ) — (12 ) $ 20,674 $ (10,733 ) $ 9,941 $ 31,099 $ (10,733 ) $ 20,366 33,746 — 33,746 — — - $ 64,845 $ (10,733 ) $ 54,112 $ (44,171 ) $ — $ (44,171 ) $ (1,009 ) $ — $ (1,009 ) — — - $ (45,180 ) $ — $ (45,180 ) (29 ) — (29 ) $ (45,209 ) $ — $ (45,209 ) $ 70,681 $ (37,915 ) $ 32,766 (62 ) — (62 ) $ 70,619 $ (37,915 ) $ 32,704 $ 105,611 $ (37,915 ) $ 67,696 33,746 — 33,746 — — - $ 139,357 $ (37,915 ) $ 101,442 $ (68,738 ) $ — $ (68,738 ) $ (2,949 ) $ — $ (2,949 ) — — - $ (71,687 ) $ — $ (71,687 ) (88 ) — (88 ) $ (71,775 ) $ — $ (71,775 ) $ 3,602 $ 33,746 452 670 (6,994 ) — $ — $ 1,770 15,884 627 Maturities of lease liabilities: September 30, 2022 2022 $ 2,614 2023 9,719 2024 8,272 2025 6,066 2026 4,585 Thereafter 4,462 Total lease payments 35,718 Less imputed interest (6,629) Lease liabilities $ 29,089 18.events3832Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations20222023 and 20212022 and for the three and nine months ended September 30, 20222023 and 2021,2022, together with the related notes thereto, contained in this Quarterly Report on Form 10-Q (“(“Quarterly Report”Report”), as well as the audited consolidated financial statements as of December 31, 20212022 and 20202021 and for the years ended December 31, 2022, 2021 2020 and 2019,2020, together with related notes thereto, contained in our annual report on Form 10-K for the year ended December 31, 20212022 (the “Annual Report”“Annual Report”). This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties and should be read in conjunction with the disclosures and information contained in “Cautionary“Cautionary Note Regarding Forward-Looking Statements”Statements” in the Annual Report. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors, including those set forth under Part I, Item 1A “Risk Factors”“Risk Factors” or in other parts of the Annual Report. Certain amounts may not foot due to rounding. All forward-looking statements in this Quarterly Report are based on information available to us as of the date hereof, and we assume no obligation to update any such forward-looking statements to reflect future events or circumstances, except as required by law.“company,“company,” “Company,“Company,” “Doma,“Doma,” “we,“we,” “us,“us,” “our”“our” and similar terms refer to Doma Holdings, Inc. (f/k/a Capitol Investment Corp. V) and its consolidated subsidiaries. References to “Capitol”“Capitol” refer to our predecessor company prior to the consummation of the Business Combination. References to “Old Doma”“Old Doma” refer to Old Doma prior to the Business Combination and to States Title Holding, Inc. (“(“States Title”Title”), the wholly owned subsidiary of Doma, upon the consummation of the Business CombinationWe founded Doma to create a home ownership process for today’s consumers who expect instant, digital experiences. Our approach to the title and escrow process is driven by our innovative full stack platform, Doma Intelligence. The Doma Intelligence platform is the result of significant investment in research and development over more than five years across a team of more than 100 data scientists and engineers. It createsprovides a revolutionary new end-to-end real estate closing platform that seeks to eliminate all of the latent,laborious, manual tasks involved in underwriting title insurance, performing core escrow functions, generating closing documentation and getting documents signed and recorded. The platform harnesses the power of data analytics, machine learning and natural language processing, which will enable us to deliver a more affordable and faster closing transaction with a seamless customer experience at every point in the process.transaction. Doma’s machine intelligence algorithms are being trained and optimized on 30 years of historical anonymized closing transaction data allowing us to make underwriting decisions in less than a minute and significantly reduce the time, effort and cost of facilitating the entire closing process.Today, we primarily originate, underwrite,providecommercial title escrow and settlement services for the two most prevalent transaction types in the residential real estate market:insurance on purchase and refinance transactions. We operate and report our business through two complementary reporting segments, Distribution“Underwriting” and Underwriting.“Corporate and Other.” See “—“—Basis of Presentation” below.Our Distribution segment reflects the sale of our products and services, other than underwriting and insurance services reflected in our Underwriting segment, that we provide through our captive title agents and agencies (“Direct Agents”). We market our products and services through two channels to appeal to our referral partners and ultimately reach our customers, the individuals purchasing a new home or refinancing their existing mortgage:•Doma Enterprise – we target partnerships with national lenders and mortgage originators that maintain centralized lending operations. Once a partnership has been established, we integrate our Doma Intelligence platform with the partner’s loan production systems, to enable frictionless order origination and fulfillment. Substantially all Doma Enterprise orders are underwritten by Doma.39•Local Markets (“Local”) – we target partnerships with realtors, attorneys and non-centralized loan originators via a 105-branch footprint across ten states as of September 30, 2022. For the quarter ended September 30, 2022, approximately 90% of our lender and owner policies from our Local channel were underwritten by Doma, while the remaining share was underwritten by third-party underwriters. our Direct Agents channel and other non-captive title and escrow agents in the market (“Third-Party Agents”) through our captive title insurance carrier. For customers sourced through the Third-Party Agents channel, we retain a portion of the title premium (approximately 16% - 18%) in exchange for underwriting risk to our balance sheet. The Third-Party Agents channel also includes the title underwriting and insurance services we provide to Lennar, a related party, for its home builder transactions.The financial resultsAgents channel impact bothAgents"). Once an Enterprise partnership has been established, we integrate our DistributionDoma Intelligence platform with the partner’s production systems, to enable frictionless order origination and Underwriting reporting segments, whereas the results from the Third-Party Agents channel impact only the Underwriting reporting segment.•Direct fulfillment expenses – comprised of direct labor and direct non-labor expenses. Direct labor expenses refer to payroll costs associated with employees who directly contribute to the opening and closing of an order. Some examples of direct labor expenses include title and escrow services, closing services, and customer service. Direct non-labor expenses refer to non-payroll expenses that are closely linked with order volume, such as provision for claims, title examination expense, office supplies, and premium and other related taxes.•Customer acquisition costs – this category is comprised of sales payroll, sales commissions, customer success payroll, sales-related travel and entertainment, and an allocated portion of corporate marketing•Other operating expenses – all other expenses that do not directly contribute to the fulfillment or acquisition of an order or policy are considered other operating expenses. This category is predominately comprised of research and development costs, corporate support expenses, occupancy, and other general and administrative expenses and inorganic growth opportunities in order to remain competitive with existing large-scale industry incumbents who are well financed and have significant resources to defend their existing market positions. Over time, we plan to use our cash flows to invest in customer acquisition, research and development, and new product offerings, to further improve revenue growth and accelerate the elimination of the friction and expense of closing a residential real estate transaction.•Distribution – our Distribution segment reflects our Direct Agents operations of acquiring customer orders and providing title and escrow services for real estate closing transactions. We acquire customers through our Local and Doma Enterprise customer referral channels.•Underwriting – our Underwriting segment reflects the results of our title insurance underwriting business, including policies referred through our Direct Agents and Third-Party Agents channels. The referring agents retain approximately 82% - 84% of the policy premiums in exchange for their services. The retention rate varies by state and agent.“—“—Key Components of Revenues and Expenses.” Inter-segment revenues and expenses are eliminated in consolidation. See Note 7 in our condensed consolidated financial statements for a summary of our40consolidated loss from continuing operations before income taxes.a public company has required us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and practices. Also, we have incurred additionalincur annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal, and administrative resources.COVID-19 has resulted in significant macroeconomic impacts, market disruptions, and volatility in the real estate market. uncertainties associated with the war in Ukraine. Responses to the COVID-19 pandemic initially led to a material decline in purchase transactions. Subsequent U.S. federal stimulus measures in 2021, including interest rate reductions by the Federal Reserve, and local regulatory initiatives, such as permitting remote notarization, led to a quick recovery for the real estate industry and resulted in an increase in mortgage refinancing and purchase volumes, which we believe benefited our business model.the first three quarters of 2022,2023, to combat inflation, the Federal Reserve has raised the benchmark interest rate by a total of 300100 basis points, including separate 75 basis point increases in June, July, and September of 2022. The Federal Reserve raised the benchmark interest rate by another 75 basis points in November of 2022.points. Average interest rates for a 30-year fixed rate mortgage rose to 6.11%7.20% as of September 20222023 as compared to 2.9%6.11% for the corresponding period of 2021.2022. As interest rates rise, the outlook on refinance transactions continues to decline.arehave been, and will likely to be, impacted by future changes in interest rates. However, we believe that our current, low market share and disruptive approach to title insurance, escrow, and closing services will enable us to gain market share within markets in which we operate, which in turn should mitigate the risk to our revenue growth trends relative to industry incumbents.New YorkExchange NoticeSplit”) and a corresponding adjustment to its authorized capital stock, effective as of 11:59 p.m. Eastern Daylight Time on Continued Listing StandardsOn August 1, 2022, we received notice fromJune 29, 2023 (the “Effective Time”). All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated.(the “NYSE”) that we were no longer in compliance with the NYSE continued listing standards, set forth in Section 802.01Cas of the NYSE’s Listed Company Manual (“Section 802.01C”first trading day following the Effective Time, by (b) the fraction of one share owned by the stockholder.becauseand warrants outstanding at the average closing priceEffective Time, which resulted in a proportional decrease in the number of shares of the Company’s common stock was less than $1.00 per share overreserved for issuance upon exercise or vesting of such Stock-Based Awards and warrants. In the case of stock options and warrants, proportionate adjustments also included a consecutive 30 trading-day period. Pursuant to Section 802.01C,proportional increase in the Company has a41period of six months following the receipt of the notice to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period the common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If the Company is unable to regain compliance with the $1.00 share price rule within this period, the NYSE will initiate procedures to suspend and delist the common stock. Section 802.01C also provides for an exception to the six-month cure period if the action required to cure the price condition requires stockholder approval, as would be the case to effectuate a reverse stock split, in which case the action needs to be approved by no later than the Company’s next annual stockholder’s meeting, and the price condition will be deemed cured if the price of the common stock promptly exceeds $1.00 per share and the price remains above that level for at least the following 30 trading days.The Company intends to cure the deficiency within a period permissible under Section 802.01C. However, there can be no assurances that the Company will meet continued listing standards within the specified cure period. We are diligently working to evidence compliance with the minimum price requirement for continued listing on the NYSE. The notification has no immediate effect on the listing of our common stock on the NYSE. We intend to monitor the closing price of our common stock and consider our available options in the event the closing price of our common stock remains below $1.00 per share.Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands, except for open and closed order numbers) Key operating data: Opened orders 21,509 52,867 81,932 135,442 Closed orders 15,302 35,300 61,448 99,386 GAAP financial data: $ 107,856 $ 162,582 $ 343,807 $ 420,364 $ 7,355 $ 28,302 $ 21,632 $ 81,232 Net loss $ (84,113) $ (34,270) $ (192,791) $ (69,327) Retained premiums and fees $ 42,715 $ 70,986 $ 143,426 $ 193,249 Adjusted gross profit $ 11,606 $ 30,280 $ 32,866 $ 88,937 Ratio of adjusted gross profit to retained premiums and fees 27 % 43 % 23 % 46 % Adjusted EBITDA $ (30,232) $ (20,109) $ (118,527) $ (35,291) _________________(1) $ 76,240 $ 97,915 $ 226,331 $ 311,103 $ 3,079 $ 2,329 $ 7,152 $ 2,703 $ (22,239 ) $ (38,904 ) $ (77,725 ) $ (121,016 ) $ 15,425 $ 22,041 $ 46,209 $ 72,807 $ 6,021 $ 6,335 $ 15,865 $ 13,267 39 % 29 % 34 % 18 % $ (5,277 ) $ (22,435 ) $ (30,203 ) $ (89,192 ) (2)Gross profit, calculated in accordance with GAAP, is calculated as total revenue, minus premiums retained by Third-Party Agents, direct labor expense (including mainly personnel expense for certain employees involved in the direct fulfillment of policies) and direct non-labor expense (including mainly title examination expense, provision for claims, and depreciation and amortization). In our consolidated income statements, depreciation and amortization is recorded under the “other operating expenses” caption.(3) adjusted gross profit and adjusted EBITDA are non-GAAP financial measures. Refer to “—Non-GAAP Financial Measures” below for additional information and reconciliations of these measures to the most closely comparable GAAP financial measures.42Opened and closed ordersOpened orders represent the number of orders placed for title insurance and/or escrow services (which includes the disbursement of funds, signing of documents and recording of the transaction with the county office) through our Direct Agents, typically in connection with a home purchase or mortgage refinancing transaction. An order may be opened upon an indication of interest in a specific property from a customer and may be cancelled by the customer before or after the signing of a purchase or loan agreement. Closed orders represent the number of opened orders for title insurance and/or escrow services that were successfully fulfilled in each period with the issuance of a title insurance policy and/or provision of escrow services. Opened and closed orders do not include orders or referrals for title insurance from our Third-Party Agents. A closed order for a home purchase transaction typically results in the issuance of two title insurance policies, whereas a refinance transaction typically results in the issuance of one title insurance policy.We review opened orders as a leading indicator of our Direct Agents revenue pipeline and closed orders as a direct indicator of Direct Agents revenue for the concurrent period, and believe these measures are useful to investors for the same reasons. We believe that the relationship between opened and closed orders will remain relatively consistent over time, and that opened order growth is generally a reliable indicator of future financial performance. However, degradation in the ratio of opened orders to closed orders may be a leading indicator of adverse macroeconomic or real estate market trends.Retained premiums and feesThird-Party Agents.agents. See “—“—Non-GAAP Financial Measures” below for a reconciliation of our retained premiums and fees to gross profit, the most closely comparable GAAP measure, and additional information about the limitations of our non-GAAP measures.efficiencies principally in our Direct Agents channel.efficiencies. In our Third-Party Agents channel, in contrast, we provide our underwriting expertise and balance sheet to insure the risk on policies referred by such Third-Party Agents and, for that service, we typically receive approximately 16% - 18% of the premium for the policy we underwrite. As such, we use retained premiums and fees, which is net of the impact of premiums retained by Third-Party Agents, as an important measure of the earning power of our business and our future growth trends, and believe it is useful to investors for the same reasons.“—“—Non-GAAP Financial Measures” below for a reconciliation of our adjusted gross profit to gross profit, the most closely comparable GAAP measure and additional information about the limitations of our non-GAAP measures.The ratio43We expect improvement to our ratio of adjusted gross profit to retained premiums and fees over the long term, reflecting the continued reduction in our average fulfillment costs per order.“—“—Non-GAAP Financial Measures” below for a reconciliation of our adjusted EBITDA to net loss, the most closely comparable GAAP measure and additional information about the limitations of our non-GAAP measures.“—“—Critical Accounting Policies and Estimates—Estimates— Accrued net premiums written from Third-Party Agent referrals” below for further explanation of this accrual. For the three and nine months ended September 30, 20222023 and 2021,2022, the average time lag between the issuing of these policies by our Third-Party Agents and the reporting of these policies or premiums to us has been approximately three months. Net premiums written is inclusive of the portion of premiums retained by Third-Party Agents, which is recorded as an expense, as described below.transactions under whichtransactions. Under this contract we historically ceded 100% of the written premium of each covered policy from January 1, 2021 through February 23, 2021. Pursuant to a renewed agreement, which became effective on February 24, 2021, we cede only 25% of the written premium on such instantly underwritten policies, up to a total reinsurance coverage limit of $80.0 million in premiums reinsured, after which we retain 100% of the written premium on instantly underwritten policies. This reduction in ceding percentage has resulted in higher net premiums written per transaction when compared to prior period results. Refer to Note 2 to the condensed consolidated financial statements above for additional details on our reinsurance treaties.44DistributionEnterprise channel within our Corporate and Other segment. For segment-level reporting, agent premiums retained by our DistributionEnterprise channel in our Corporate and Other segment are recorded as revenue under the “escrow, other title-related fees and other” caption of our segment income statements, while our Underwriting segment records a corresponding expense for insurance policies issued by us. The impact of these internal transactions is eliminated upon consolidation.Third-Party AgentsThird-Party Agentagent retains a significant portion of the premium, which typically amounts to approximately 82% - 84% of the premium. The portion of premiums retained by Third-Party Agentsagents is recorded as an expense. These referral expenses relate exclusively to our Underwriting segment. As we continue to grow our Direct Agents channel relative to our Third-Party Agents channel, we expect that premiums retained by Third-Party Agents will decline as a percentageDistributionCorporate and Other segment revenue) are recorded as part of “premiums retained by agents” expense for our Underwriting segment. The impact of these internal transactions is eliminated upon consolidation.45 As the proportion of our orders processed through our Doma Intelligence platform continues to increase, we expect escrow-related losses to decline over time.costs.GoodwillcostsGoodwillgoodwill.operating lease right-of-use assets, internally developed software, and other fixed assets. We review goodwill for impairment annually on October 1 and more frequentlythese long-lived assets if events or changes in circumstances indicate that an impairment may exist. If the carrying value of the reporting unit continues to exceedthese assets exceeds its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded.period.consolidated basis and by segment.continuing operations basis. Past financial results are not indicative of future results.4620222023 Compared to the Three and Nine Months Ended September 30, 2021Three Months Ended September 30, 2022 2021 $ Change % Change (in thousands, except percentages) Revenues: Net premiums written $ 94,488 $ 141,491 $ (47,003) (33) % Escrow, other title-related fees and other 12,627 20,452 (7,825) (38) % Investment, dividend and other income 741 639 102 16 % Total revenues $ 107,856 $ 162,582 $ (54,726) (34) % Expenses: Premiums retained by Third-Party Agents $ 65,141 $ 91,596 $ (26,455) (29) % Title examination expense 3,709 5,289 (1,580) (30) % Provision for claims 4,665 6,685 (2,020) (30) % Personnel costs 60,481 62,410 (1,929) (3) % Other operating expenses 20,656 21,693 (1,037) (5) % Goodwill impairment 33,746 — 33,746 * Total operating expenses $ 188,398 $ 187,673 $ 725 — % Loss from operations (80,542) (25,091) (55,451) 221 % Other (expense) income: Change in fair value of Warrant and Sponsor Covered Shares liabilities 1,438 (4,478) 5,916 (132) % Interest expense (4,584) (4,531) (53) 1 % Loss before income taxes (83,688) (34,100) (49,588) 145 % Income tax expense (425) (170) (255) 150 % Net loss $ (84,113) $ (34,270) $ (49,843) 145 % $ 73,736 $ 94,488 $ (20,752 ) (22 )% 844 2,674 (1,830 ) (68 )% 1,660 753 907 120 % $ 76,240 $ 97,915 $ (21,675 ) (22 )% $ 60,815 $ 75,874 $ (15,059 ) (20 )% 969 1,810 (841 ) (46 )% 3,337 4,167 (830 ) (20 )% 15,521 36,288 (20,767 ) (57 )% 11,479 16,147 (4,668 ) (29 )% 972 — 972 * $ 93,093 $ 134,286 $ (41,193 ) (31 )% (16,853 ) (36,371 ) 19,518 (54 )% 263 1,438 (1,175 ) (82 )% (5,495 ) (3,575 ) (1,920 ) 54 % (22,085 ) (38,508 ) 16,423 (43 )% (154 ) (396 ) 242 (61 )% $ (22,239 ) $ (38,904 ) $ 16,665 (43 )% 47Nine Months Ended September 30, 2022 2021 $ Change % Change (in thousands, except percentages) Revenues: Net premiums written $ 299,080 $ 358,754 $ (59,674) (17) % Escrow, other title-related fees and other 43,106 59,092 (15,986) (27) % Investment, dividend and other income 1,621 2,518 (897) (36) % Total revenues $ 343,807 $ 420,364 $ (76,557) (18) % Expenses: Premiums retained by Third-Party Agents $ 200,381 $ 227,115 $ (26,734) (12) % Title examination expense 14,836 15,643 (807) (5) % Provision for claims 15,586 16,741 (1,155) (7) % Personnel costs 211,507 159,829 51,678 32 % Other operating expenses 67,047 53,038 14,009 26 % Goodwill impairment 33,746 — 33,746 * Total operating expenses $ 543,103 $ 472,366 $ 70,737 15 % Loss from operations (199,296) (52,002) (147,294) 283 % Other (expense) income: Change in fair value of Warrant and Sponsor Covered Shares liabilities 20,531 (4,478) 25,009 (558) % Interest expense (13,280) (12,341) (939) 8 % Loss before income taxes (192,045) (68,821) (123,224) 179 % Income tax expense $ (746) $ (506) $ (240) 47 % Net loss $ (192,791) $ (69,327) $ (123,464) 178 % * = Not presented as prior period amount is zero $ 219,468 $ 299,080 $ (79,612 ) (27 )% 2,606 10,340 (7,734 ) (75 )% 4,257 1,683 2,574 153 % $ 226,331 $ 311,103 $ (84,772 ) (27 )% $ 180,122 $ 238,296 $ (58,174 ) (24 )% 2,943 6,809 (3,866 ) (57 )% 11,954 13,901 (1,947 ) (14 )% 58,363 132,124 (73,761 ) (56 )% 34,694 50,532 (15,838 ) (31 )% 1,413 — 1,413 * $ 289,489 $ 441,662 $ (152,173 ) (34 )% $ (63,158 ) $ (130,559 ) $ 67,401 (52 )% $ 386 $ 20,531 $ (20,145 ) (98 )% (14,487 ) (10,331 ) (4,156 ) 40 % $ (77,259 ) $ (120,359 ) $ 43,100 (36 )% (466 ) (657 ) 191 (29 )% $ (77,725 ) $ (121,016 ) $ 43,291 (36 )% $47.0$20.8 million, or 33%22%, in the three months ended September 30, 20222023 compared to the same period in the prior year, driven by a 54%82% decrease in premiums from our Direct Agents channel and a 27%10% decrease in premiums from our Third-Party Agents channel. Net premiums written decreased by $59.7$79.6 million, or 17%27%, in the nine months ended September 30, 20222023 compared to the same period in the prior year, driven by a 35%69% decrease in premiums from our Direct Agents channel and an 11%a 17% decrease in premiums from our Third-Party Agents channel. Direct Agents premium decline was driven by closed order decline of 57% and 38%, respectively. For the three and nine months ended September 30, 2022, the decrease in premiums from our Third-Party Agents channel was driven by an overall decrease in market activity, specifically in the refinance market, resulting from the rising interest rate environment, partially offset by an increase in premiums associated with new home buildings that closed during the periods.$7.8$1.8 million, or 38%68%, in the three months ended September 30, 2022 and decreased $16.0 million, or 27%, in the nine months ended September 30, 2022,2023 compared to the same periodsperiod in the prior year, driven by the corresponding closed order decline of 57% and 38%, respectively.91%. The decline in closed order activity was partially offset by higher average48escrowsearch and title exam fees per direct order of 42%in our Underwriting operations. Escrow, other title-related fees and 18%other decreased $7.7 million, or 75%, in the three and nine months ended September 30, 2022, respectively,2023 compared to the same period in the prior year, resulting from adriven by the corresponding closed order decline of 90%. The decline in closed order activity was partially offset by higher mixsearch and title exam fees in our Underwriting operations.decreased $0.9increased $0.9 million, or 36%120%, and $2.6 million, or 153%, in thethree and nine months ended September 30, 20222023, respectively, compared to the same period in the prior year, primarily due to one-time realized gainsa larger invested asset base and the higher interest rate environment creating higher returns on investments from portfolio rebalancing during the nine months ended September 30, 2021.invested assets.Third-Party Agents.agents. Premiums retained by Third-Party Agentsagents decreased by $26.5$15.1 million, or 29%20%, in the three months ended September 30, 20222023 and decreased by $26.7$58.2 million, or 12%,24% for the nine months ended September 30, 20222023 compared to the same periodsperiod in the prior year. These movements were driven principally by decreases in premium in our Third-Party Agents channel.channel and our discontinued Local Component. There was no material change in the average commissions paid to our Third-Party Agents.$1.6$0.8 million, or 30%46%, and by $3.9 million, or 57%, in the three months ended September 30, 2022 and decreased by $0.8 million, or 5%, in the nine months ended September 30, 20222023, respectively, compared to the same periodsperiod in the prior year, due to the corresponding declines in order volumes. Offsetting these declines was an increase in fixed expenses incurred to support fulfillment, including title plant maintenance expensesnet premium written and software license fees.escrow, other title-related fees and other revenue.$2.0$0.8 million, or 30%20%, in the three months ended September 30, 2023 compared to the same period in the prior year, primarily due to a reduction in the provision for claims related to the current year due to the corresponding decrease in premiums written. For the three months ended September 30, 2023, reserve releases related to prior period policies were $0.2 million compared to reserve releases of $0.9 million for the corresponding period in the prior year. The provision for claims, expressed as a percentage of net premiums written, was 4.5% and 4.4% for the three months ended September 30, 2023 and 2022, respectively.a decreasean increase in reserve releasesdevelopment for claims incurred from prior period business. For the threenine months ended September 30, 20222023, reserve releasesincreases related to prior period policies were $0.5$1.0 million compared to $2.4reserve releases of $3.3 million for the corresponding period in the prior year. The provision for claims, expressed as a percentage of net premiums written, was 4.9%5.4% and 4.7%4.6% for the three months ended September 30, 2022 and 2021, respectively.Provision for claims decreased by $1.2 million, or 7%, for the nine months ended September 30, 2023 and 2022, compared to the same periodrespectively.prior year, primarily due to a reductionthree months ended September 30, 2023 and by $73.8 million, or 56%, in the provision for claims related to the current year due to the corresponding decrease in premiums written. For the nine months ended September 30, 2022 reserve releases related to prior year policies were $2.6 million compared to $6.8 million for the corresponding period in the prior year. The provision for claims, expressed as a percentage of net premiums written, was 5.2% and 4.7% for the nine months ended September 30, 2022 and 2021, respectively. The reported loss emergence on policies issued in prior years was lower than expected.Personnel costs. Personnel costs decreased by $1.9 million, or 3%, for the three months ended September 30, 2022 compared to the same period in the prior year, due to decreases in direct and indirect labor, corporate support and customer acquisition expenses partially offset by increases in severance costs from previously disclosed workforce reduction plans and stock compensation expense.the overall declines in revenue. The Company’s personnel costs benefited during the quarter as a result of the workforce reduction plans.Personnel costs increased$51.7$4.7 million, or 32%29%, in the three months ended September 30, 2023 and by $15.8 million, or 31%, in the nine months ended September 30, 20222023 compared to the same period in the prior year, primarily due to corresponding decreases in personnel and revenues. The Company requires less operating expenses to support the lower revenue volume and personnel footprint. Declines in outside professional service fees, occupancy, IT hardware and software, travel and entertainment, and premium taxes resulting from the overall reduction in revenue and personnel all drove the decline in operating expenses.investments in direct laborimpairment of certain internally developed software and customer acquisition, investments in researchour operating lease right-of-use assets and development, the expansion of our corporate support functions to operate as a public company, and an increase in operations and management staff supporting the Direct Agents channel as the organization invested in driving growth of Doma Intelligence-enabled closings.Other operating expenses. Other operating expenses decreased by $1.0 million, or 5%, in the three months ended September 30, 2022 primarily due to decreases in outside professional service fees and premium taxes resulting from the overall reduction in revenue. These decreases were partially offset by higher amortization expensesrelated fixed assets related to investments in the development of our Doma Intelligence platform.In the nine months ended September 30, 2022, other operating expenses increased by $14.0 million, or 26%, compared to the same periods in the prior year, driven by higher insurance costs, higher amortization expenses related to investments in the development of our Doma Intelligence platform, higher occupancy costs, higher49expenses to support revenue growth such as hardware and software purchases, and higher corporate support expenses to operate as a public company, such as improved operating systems, and travel and entertainment spend.Goodwill impairment. Goodwill impairment increased by $33.7 million in the three and nine months ended September 30, 2022 due to lower forecasted revenuevacating locations as a result of adverse mortgage and housing market conditions, including rapidly rising interest rates and low housing inventory, and a sustained decrease in the Company’s stock price.smaller workforce.$5.9$1.2 million or 132%, in the three months ended September 30, 20222023 and by $25.0$20.1 million or 558%, in the nine months ended September 30, 20222023 compared to the same periodsperiod in the prior year, due to adverse changes in the inputs to the valuation of the liabilities, primarily the Company’s declining stock price. In 2021,2022, the change in fair value of Warrant and Sponsor Covered Shares liabilities was an expense,a benefit resulting from a decline in the stock price during that period. The change in fair value of Warrant and Sponsor Covered Shares liabilities was a smaller benefit in the three and nine months ended September 30, 2022 it is a benefit. due to the Company’s relatively lower warrant and stock price.remained flatincreased by $1.9, or 54%, in the three months ended September 30, 2022 as there was no material change in the debt structure between those periods. Interest expense increased2023 and by $0.9$4.2 million, or 8%40%, in the nine months ended September 30, 20222023 compared to the same period in the prior year, due to a higher amount of average debt outstanding, which is a result of the paid in kind interest expense on the $150.0 million Senior Debt facility that was funded during the first quarter of 2021.SegmentKey Operating and Financial Indicators Results Discussion – Three and Nine Months Ended September 30, 20222023 Compared to the Three and Nine Months Ended September 30, 2021The following table sets forth a summary of the results of operations for our Distribution and Underwriting segments for the years indicated. See “—Basis of Presentation” above.Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Distribution Underwriting Eliminations Consolidated Distribution Underwriting Eliminations Consolidated (in thousands) Net premiums written $ — $ 94,488 $ — $ 94,488 $ — $ 141,587 $ (96) $ 141,491 24,778 1,064 (13,215) 12,627 47,573 823 (27,944) 20,452 Investment, dividend and other income (55) 796 — 741 47 592 — 639 Total revenue $ 24,723 $ 96,348 $ (13,215) $ 107,856 $ 47,620 $ 143,002 $ (28,040) $ 162,582 — 78,356 (13,215) 65,141 — 119,636 (28,040) 91,596 17,353 2,867 — 20,220 21,791 2,157 — 23,948 3,710 2,514 — 6,224 5,650 4,423 — 10,073 Provision for claims 737 3,928 — 4,665 1,243 5,442 — 6,685 $ 2,923 $ 8,683 $ — $ 11,606 $ 18,936 $ 11,344 $ — $ 30,280 50Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Distribution Underwriting Eliminations Consolidated Distribution Underwriting Eliminations Consolidated (in thousands) Net premiums written $ — $ 299,080 $ — $ 299,080 $ — $ 359,730 $ (976) $ 358,754 89,071 2,402 (48,367) 43,106 131,506 2,621 (75,035) 59,092 Investment, dividend and other income (74) 1,695 — 1,621 130 2,388 — 2,518 Total revenue $ 88,997 $ 303,177 $ (48,367) $ 343,807 $ 131,636 $ 364,739 $ (76,011) $ 420,364 — 248,748 (48,367) 200,381 — 303,126 (76,011) 227,115 63,997 7,911 — 71,908 56,884 5,945 — 62,829 15,143 7,923 — 23,066 16,846 7,896 — 24,742 Provision for claims 2,593 12,993 — 15,586 1,777 14,964 — 16,741 $ 7,264 $ 25,602 $ — $ 32,866 $ 56,129 $ 32,808 $ — $ 88,937 _________________(1)Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents.(2)This expense represents a deduction from the net premiums written for the amounts that are retained by Direct Agents and Third-Party Agents as compensation for their efforts to generate premium income for our Underwriting segment. The impact of premiums retained by our Direct Agents and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation.(3)Includes all compensation costs, including salaries, bonuses, incentive payments, and benefits, for personnel involved in the direct fulfillment of title and/or escrow services. Direct labor excludes severance costs.(4)Includes title examination expense, office supplies, and premium and other taxes.(5)See “—Non-GAAP Financial Measures—Adjusted gross profit” below for a reconciliation of consolidated adjusted gross profit, which is a non-GAAP measure, to our gross profit, the most closely comparable GAAP financial measure.Distribution segment revenue decreased by $22.9 million, or 48%, and $42.6 million, or 32%, for three and nine months ended September 30, 2022 respectively, compared to the same periods in the prior year, driven by the closed order decline discussed above. For the three and nine months ended September 30, 2022, higher average escrow revenue per order in both periods from a higher ratio of purchase orders, which carry a higher price point compared to refinance orders, offset the decrease in closed orders.Underwriting segment revenue decreased by $46.7 million, or 33%, and $61.6 million, or 17%, for the three and nine months ended September 30, 2022, respectively, as compared to the same periods in the prior year, reflecting the reduction in title policies underwritten from both Direct and Third-Party Agents as a result of current market conditions.Distribution segment adjusted gross profit decreased by $16.0 million, or 85%, and $48.9 million, or 87%, for the three and nine months ended September 30, 2022, respectively, compared to the same periods in the prior year, driven by closed order decline and investments in fulfillment infrastructure to support volume growth and migration of transactions to the Doma Intelligence platform. The impact of increases in direct labor as a percentage of revenue slowed during the three months ended September 30, 2022 as a result of the workforce reduction actions taken during the second and third quarters of 2022.Underwriting segment adjusted gross profit decreased by $2.7 million, or 23%, and $7.2 million, or 22%, for three and nine months ended September 30, 2022, as compared to the same periods in the prior year, reflecting the reduction in title policies underwritten from both Direct and Third-Party Agents as a result of current market conditions. Contributing to the declines are higher direct labor expenses as a percentage of revenue and an increase in the provision for claims ratio. For the nine month period, an increase in the premium tax to revenue ratio contributed to the decline in adjusted gross profit for the Underwriting segment.Supplemental Key Operating and Financial Indicators Results Discussion – Three and Nine Months Ended September 30, 2022 Compared to the Three and Nine Months Ended September 30, 2021“—“—Non-GAAP Financial Measures” below for51 $ 15,425 $ 22,041 $ (6,616 ) (30 )% 6,021 6,335 (314 ) (5 )% 39 % 29 % 10 % 36 % $ (5,277 ) $ (22,435 ) $ 17,158 (76 )% $ 46,209 $ 72,807 $ (26,598 ) (37 )% 15,865 13,267 2,598 20 % 34 % 18 % 16 % 88 % $ (30,203 ) $ (89,192 ) $ 58,989 (66 )% Three Months Ended September 30, 2022 2021 $ Change % Change (in thousands, except percentages and open and closed order numbers) Opened orders 21,509 52,867 (31,358) (59) % Closed orders 15,302 35,300 (19,998) (57) % Retained premiums and fees $ 42,715 $ 70,986 $ (28,271) (40) % Adjusted gross profit 11,606 30,280 (18,674) (62) % Ratio of adjusted gross profit to retained premiums and fees 27 % 43 % (16) p.p (37) % Adjusted EBITDA $ (30,232) $ (20,109) $ (10,123) 50 % Nine Months Ended September 30, 2022 2021 $ Change % Change (in thousands, except percentages and open and closed order numbers) Opened orders 81,932 135,442 (53,510) (40) % Closed orders 61,448 99,386 (37,938) (38) % Retained premiums and fees $ 143,426 $ 193,249 $ (49,823) (26) % Adjusted gross profit 32,866 88,937 (56,071) (63) % Ratio of adjusted gross profit to retained premiums and fees 23 % 46 % (23) p.p (50) % Adjusted EBITDA $ (118,527) $ (35,291) $ (83,236) 236 % Opened and closed ordersFor the three months ending September 30, 2022, we opened 21,509 orders and closed 15,302 orders, a decreaseTable of 59% and 57%, respectively, over the same period in the prior year. For the nine months ending September 30, 2022, we opened 81,932 orders and closed 61,448 orders, a decrease of 40% and 38%, respectively, over the same period in the prior year. The decline in both open and closed orders in both periods is due to the rising interest rate environment and shrinking population of refinance-eligible homeowners along with the reduction in home inventories that limit overall home purchase transactions.ContentsClosed orders decreased 56% in our Doma Enterprise channel and decreased by 62% in our Local channel for the three months ended September 30, 2022 as compared to the same period in the prior year, due to the contracting refinance market and low home inventories, and further exacerbated by a decline in closed order pull-through rates as prospective transactors were impacted by rapidly rising interest rates.Closed orders decreased 16% in our Doma Enterprise channel for the nine months ended September 30, 2022 as compared to the same period in the prior year, due to the market and inventory trend previously described and partially offset by new customer acquisitions, increased wallet share with existing customers, and an expanding geographical footprint. Closed orders decreased 56% in our Local channel for the nine months ended September 30, 2022 as compared to the same period in the prior year, due to the market and inventory trend previously described.$28.3$6.6 million, or 40%30%, and $49.8$ 26.6 million, or 26%37%, during the three and nine months ended September 30, 2022,2023, respectively, compared to the same periods in the prior year, driven by closed order reductions and title policy declines across the Direct Agent and Third-Party Agent channels.52$18.7$0.3 million, or 62%, and $56.1 million, or 63%5%, during the three months ended September 30, 2023, compared to the same period in the prior year, due to the corresponding declines in retained premiums and fees and an increase in the provision for claims ratio partially offset by lower direct labor expenses as a percentage of revenue. Adjusted gross profit increased $ 2.6 million, or 20%, during the nine months ended September 30, 2023 compared to the same period in the prior year, due to lower direct labor expenses as a percentage of retained premiums and fees, and lower title exam and closing costs as a percentage of retained premiums and fees. Partially offsetting these factors were declines in retained premiums and fees and an increase in the provision for claims ratio.2022,2023, respectively, compared to the same periods in the prior year due to declines in retained premiums and fees in the same periods. Investments in fulfillment infrastructure to support volume growth and migration of transactions to the Doma Intelligence platform contributed to the decrease in adjusted gross profit. The impact of increases inlower direct labor as a percentage of revenue slowed during the three months ended September 30, 2022 as a result of the workforce reduction actions taken during the second and third quartershalf of 2022.Ratio of adjusted gross profit to retained premiums2022 and feesThe ratio of adjusted gross profit to retained premiums and fees decreased 16 percentage points and 23 percentage points during the three and nine months ended September 30, 2022 compared to the same periods in the prior year due to closed order reductions and title policy declines. Additionally, the decreases are due to a higher ratiothird quarter of direct labor expenses as a percentage of retained premiums and fees and an increase in the provision for claims ratio compared to the same periods in the prior year. The rise in direct labor expenses are the result of hiring fulfillment labor in advance of volume growth and the near-term inefficiencies associated with the migration of transactions to the Doma Intelligence platform. The impact of increases in direct labor as a percentage of revenue slowed during the three months ended September 30, 2022 as a result of the workforce reduction actions taken during the second and third quarters of 2022.three months ended September 30, 2022 were a higher mix of closed purchase orders, which carry a higher price point as compared to closed refinance orders, and a reduction in the premium tax ratio compared to the same period in the prior year.Adjusted EBITDAAdjusted EBITDA decreased by $10.1 million to negative $30.2 million and by $83.2 million to negative $118.5 million for the three and nine months ended September 30, 2022 due to a decrease in retained premium and fees and2023 higher operating costs from investments in corporate support functions to operate as a public company, research and development, and operations and management staff to accelerate growth and transformation of our home purchase product offering on the Doma Intelligence platform. The impact ofwere increases in direct laborthe provision for claims ratio and premium taxes as a percentage of revenue slowed duringretained premiums and fees. 2022 as2023, respectively, due to the reduction in personnel and other operating expenses that are a direct result of the workforce reduction actions taken during the second half of 2022 and the third quartersquarter of 2022.2023 and the Company's efforts to close its discontinued operations.53 $ 76,240 $ 97,915 $ 226,331 $ 311,103 60,815 75,874 180,122 238,296 $ 15,425 $ 22,041 $ 46,209 $ 72,807 3,289 7,655 10,424 32,186 3,337 4,167 11,954 13,901 2,942 4,006 8,713 10,564 2,778 3,884 7,966 13,453 $ 3,079 $ 2,329 $ 7,152 $ 2,703 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) $ 107,856 $ 162,582 $ 343,807 $ 420,364 Minus: Premiums retained by Third-Party Agents 65,141 91,596 200,381 227,115 $ 42,715 $ 70,986 $ 143,426 $ 193,249 Minus: Direct labor 20,220 23,948 71,908 62,829 Provision for claims 4,665 6,685 15,586 16,741 Depreciation and amortization 4,251 1,978 11,234 7,705 6,224 10,073 23,066 24,742 $ 7,355 $ 28,302 $ 21,632 $ 81,232 __________________(1)Includes title examination expense, office supplies, and premium and other taxes.Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) $ 7,355 $ 28,302 $ 21,632 $ 81,232 Adjusted for: Depreciation and amortization 4,251 1,978 11,234 7,705 $ 11,606 $ 30,280 $ 32,866 $ 88,937 $ 3,079 $ 2,329 $ 7,152 $ 2,703 2,942 4,006 8,713 10,564 $ 6,021 $ 6,335 $ 15,865 $ 13,267 54Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) $ (84,113) $ (34,270) $ (192,791) $ (69,327) Adjusted for: Depreciation and amortization 4,251 1,978 11,234 7,705 Interest expense 4,584 4,531 13,280 12,341 Income taxes 425 170 746 506 $ (74,853) $ (27,591) $ (167,531) $ (48,775) Adjusted for: Stock-based compensation 7,746 3,004 27,394 9,006 Severance costs 4,567 — 8,395 — Goodwill impairment 33,746 — 33,746 — Change in fair value of Warrant and Sponsor Covered Shares liabilities (1,438) 4,478 (20,531) 4,478 $ (30,232) $ (20,109) $ (118,527) $ (35,291) $ (25,626 ) $ (84,113 ) $ (103,626 ) $ (192,791 ) 2,942 4,006 8,713 10,564 5,495 3,575 14,487 10,331 154 396 466 657 $ (17,035 ) $ (76,136 ) $ (79,960 ) $ (171,239 ) 3,387 45,209 25,901 71,775 4,659 6,858 12,485 24,107 2,118 3,072 9,459 6,696 972 — 1,413 — (263 ) (1,438 ) (386 ) (20,531 ) 1,268 — 1,268 — (383 ) — (383 ) — $ (5,277 ) $ (22,435 ) $ (30,203 ) $ (89,192 ) $189.4$80.3 million in cash and cash equivalents and restricted cash, $24.2 million in held-to-maturity debt securities, and $47.6$57.3 million in available-for-sale debt securities as of September 30, 2022.2023. We believe our cash on hand, held-to-maturity debt securities, and the available-for-sale debt securities will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this Quarterly Report.8% of principal today to 4% in 2023 and to zero in 2024.554.20.2 million shares of our common stock. excluding any imputed interest, related to our office space and equipment, amounted$35.7$20.3 million as of September 30, 20222023 of which $2.6$1.7 million is payable in 2022.2023. Refer to Note 17 to our condensed consolidated financial statements for a summary of our future commitments. Our headquarters lease expires in 2024. As of September 30, 2022,2023, we did not have any other material commitments for cash expenditures. $ (67,448 ) $ (139,197 ) 76,636 (55,596 ) (10,283 ) 330 Nine Months Ended September 30, 2022 2021 (in thousands) Net cash used in operating activities $ (139,197) $ (32,547) Net cash used in investing activities (55,596) (18,313) Net cash provided by financing activities 330 352,528 $139.2$139.2 million driven by the net loss of $192.8$192.8 million,, cash paid for accrued expenses of $18.1$18.1 million and non-cash costs relating to the change in the fair value of warrant and Sponsor Covered Shares liabilities of $20.5 million.$20.5 million. This was offset by changes in prepaid expenses, deposits and other assets of $3.1$3.1 million and the liability for loss and loss adjustments expenses of $3.5 million and non-cash costs including depreciation and amortization of $11.2 million and stock-based compensation expense of $27.8 million.In the first nine months of 2021, net cash used in operating activities was $32.5 million driven by the net loss of $69.3 million and cash paid for prepaid expenses associated with the Business Combination of $14.8 million. This was partially offset by increases of accrued expenses and other liabilities of $13.8 million and the liability for loss and loss adjustment expenses of $8.9 million and non-cash costs including depreciation and amortization of $7.7$11.2 million and stock-based compensation expense of $8.4$27.8 million.2022,2023, net cash used inprovided by investing activities was $55.6$76.6 million,, and reflected $4.0$69.3 million and $49.6 million of purchasesproceeds from the maturity of held-to-maturity and available-for-sale fixed maturity securities, respectively, offset by $23.8 million ofinvestments and proceeds from the salesales of held-to-maturity investments.discontinued operations, net of cash disposed and working capital adjustments, and dividends from title plants of $15.9 million. Cash paid for fixed56$29.1$7.3 million in the same period, largely consisting of technology development costs related to the Doma Intelligence platform.2021,2022, net cash used in investing activities was $18.3$55.6 million, and reflected mainly $33.4$4.0 million and $49.6 million of purchases of held-to-maturity and available-for-sale fixed maturity securities, respectively, offset by $23.8 million of proceeds from the sale of investments offset by $33.7 million of purchases ofheld-to-maturity investments. Cash paid for fixed assets was $18.8$29.1 million in the same period, largely consisting of technology development costs related to the Doma Intelligence.Net cash provided by financing activities was $352.5 million in the first nine months of 2021, reflecting $625.0 million in proceeds from the Business Combination and PIPE Investment (as defined in Note 3) and $150.0 million in proceeds from the Senior Debt. This increase was offset by $294.9 million in redemptions of redeemable common and preferred stock and $63.2 million in payment of costs directly attributable to the issuance of common stock in connection with Business Combination and PIPE Investment. The net cash provided by financing activities was also offset by the $65.5 million repayment of the Lennar seller financing note.expense is calculatedexpected loss rate method estimates IBNR by applying aan expected loss provision rate to total title insurance premiums. With the assistance of a third-party actuarial firm, we determine thepremiums and escrow fees, and adjusting for policy year maturity using estimated loss provisiondevelopment patterns. Multiplicative loss development factor calculations estimate IBNR by applying factors derived from loss development patterns to losses realized to date. The expected loss rate for the policies written in the current and prior years. This assessment considers factors such asloss development patterns are based on historical experience and other factors, including industry trends, claim loss history, legal environment, geographic considerations and the types of title insurance policies written (i.e., real estate purchase or refinancing transactions). The loss provision rate is setexperience. Due to provide for losses on current year policies, but due to development of prior years and our long claim duration, itexposure, our provision for claims periodically includes amounts of estimated adverse or positive claims development on policies issued in prior years’ policies.years, when claims on such policies are higher or lower than initially expected. The provision rate on prior year policies will continue to change as actual experience on those specific policy years develop. As the Company’s claims experience matures, we refine estimates on prior policy years to put more consideration to the Company’s actual claims experience as compared to industry experience. Changes in the loss provision rate for recent policy years are considered likely and could result in a material adjustment to the IBNR reserves.reservesreserved based on these estimates could ultimately prove to be inadequate to cover actual future claims experience. We continually monitor for any events and/or circumstances that arise during the year which may indicate that the assumptions used to record the provision for claims estimate requires reassessment.5720222023 amounted to $83.8$82.5 million, which we believe, based on historical claims experience and actuarial analyses, is adequate to cover claim losses resulting from pending and future claims for policies issued through September 30, 2022.September 30, 2022 December 31, 2021 ($ in thousands) Known title claims $ 6,708 8 % $ 7,578 9 % IBNR title claims 76,760 91 % 72,621 90 % Total title claims $ 83,468 99 % $ 80,199 99 % Non-title claims 323 1 % 68 1 % Total loss reserves $ 83,791 100 % $ 80,267 100 % $ 7,190 9 % $ 7,134 9 % 75,325 91 % 74,739 91 % $ 82,515 100 % $ 81,873 100 % 2022,2023, we had $77.7$23.4 million of goodwill, relating to the North American Title Acquisition, of which $54.3 million and $23.4 million was allocatedrelated to our Distribution andthe Underwriting reporting units, respectively.unit.conductdid not identify any events, changes in circumstances, or triggering events since the performance of our annuallast goodwill impairment test as of October 1. Based on the last annual test performed, we determined, after performing a test of each reporting unit,December 31, 2022 that the fair value of each reporting unit exceeded its respective carrying value. During the three months ended September 30, 2022, management determined that the Company was less likelywould require us to reach previously forecasted revenue as a result of adverse mortgage and housing market conditions, including rapidly rising interest rates and low housing inventory. Additionally, these factors and a significant, sustained decrease in the Company’s stock price in the three months ended September 30, 2022 indicated that the Company had a triggering event. The Company performed a valuation of the Distribution and Underwriting reporting units using discounted cash flow and market valuation methodologies. The resulting valuation of the Underwriting reporting unit indicated that its estimated fair value was above its carrying value. The estimated fair value of the Distribution reporting unit was below its carrying value. As such, the Company58determined that the Distribution reporting unit’s goodwill was impaired. During the three months ended September 30, 2022, the Company recognized aperform an interim goodwill impairment charge of $33.7 million.The assumptions used intest during the reporting unit valuations require significant judgment, including judgment about appropriate growth rates, and the amount and timing of expected future cash flows. The Company’s forecasted cash flows were based on the current assessment of the markets and were based on assumed growth rates expected as of the measurement date. The key assumptions used in the cash flows were long-term revenue forecasts, profit margins, discount rates and terminal growth rates. The assumptions used consider the current early growth stage of the Company, comparison of the Company’s market capitalization to enterprise value, and the emergence from a period impacted by COVID-19 and related macroeconomic trends. The industry markets are currently at volatile levels and future developments are difficult to predict. The Company believes that its procedures for estimating future cash flows for each reporting unit are reasonable and consistent with current market conditions as of the testing date. If the markets that impact the Company’s business continue to deteriorate, the Company could recognize further goodwill impairment.Third PartyThird-Party Agents is higher or lower than our estimate, we record the difference in revenue in the period in which it is reported. The time lag between the closing of transactions by Third-Party Agents and the reporting of policies, or premiums from policies issued by Third-Party Agents to us has been approximately three months. In addition to the premium accrual, we also record accruals for the corresponding direct expenses related to this revenue, including premiums retained by Third-Party Agents, premium taxes, and provision for claims. 2021 and September 30, 2022 using the Monte Carlo simulation methodology and based upon market inputs regarding stock price, dividend yield, expected term, volatility and risk-free rate. The share price represents the trading price as of each valuation date. The expected dividend yield is zero as we have never declared or paid cash dividends and have no current plans to do so during the expected term. The expected term represents the vesting period, which is 8.88.0 years. The expected volatility of 75.0%65.0% was estimated considering (i) the Doma implied volatility calculated using longest term stock option (ii) the Doma implied warrant volatility using the term of the Public and Private Warrants and (iii) median leverage adjusted (asset) volatility calculated using a set of Guideline Public Companies (“GPCs”). Volatility for the GPCs was calculated over a lookback period of 8.88.0 years (or longest available data for GPCs whose trading history was shorter than 8.88.0 years), commensurate with the contractual term of the Sponsor Covered Shares. The risk-free rate utilizes the 10-year U.S. Constant Maturity. Finally, the annual change in control probability is estimated to be 2.0%.2022,2023, the Sponsor Covered Shares liability amounted to $0.3$0.1 million.reserves.reserves or for operations. We structure the investment portfolio to meet the target duration to achieve the required cash flow, based on liquidity and market risk factors.2022,2023, see Note 4 to the consolidated financial statements.2022.2023. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2022,2023, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.6020212022 (the “Annual Report”). See also the information set forth in Note 12 “Legal Matters” contained in Part I, Item 1 “Financial Information” of this Quarterly Report.If we cannot regain compliance with the NYSE’s continued listing requirements and rules, the NYSEdelistnot achieve our common stock, which could negatively affect our company, the price of our common stockintended outcome.stockholders’ abilityrestructuring activities may subject us to selllitigation risk and expenses. Our past restructuring actions do not provide assurance that additional restructuring plans will not be required or implemented in the future. Further, restructuring plans may have other consequences, such as attrition beyond our common stockplanned workforce reductions, a negative impact on employee morale and may lead to potential events of default on existing debt instruments.On August 1, 2022, we received notice from the New York Stock Exchange (the “NYSE”) that we were no longer in compliance with the NYSE continued listing standards, set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”) because the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30 trading-day period.Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period the common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If the Company is unable to regain compliance with the $1.00 share price rule within this period, the NYSE will initiate procedures to suspend and delist the common stock. Section 802.01C also provides for an exception to the six-month cure period if the action required to cure the price condition requires stockholder approval, as would be the case to effectuate a reverse stock split, in which case the action needs to be approved by no later than the Company’s next annual stockholder’s meeting, and the price condition will be deemed cured if the price of the common stock promptly exceeds $1.00 per share and the price remains above that level for at least the following 30 trading days. The Company intends to cure the deficiency within a period permissible under Section 802.01C. However, there can be no assurances that the Company will meet continued listing standards within the specified cure period.If we are unable to satisfy the NYSE criteria for continued listing, our common stock would be subject to delisting. A delisting of our common stock could negatively impact us by, among other things, reducing the liquidity and market price of our common stock; reducing the number of investors willing to holdproductivity or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of newsattract or retain highly skilled employees. As a result, our restructuring plans may affect our revenue and analyst coverage of the Company; leading to potential events of default on existing debt instruments; and limiting our ability to issue additional securities or obtain additional financingother operating results in the future. In addition, delisting from the NYSE may negatively impact our reputation and, consequently, our business.62Exhibit10.1^31.1*_________________^ Management Contract or Compensatory Plan or ArrangementDate:November 10, 2022Title:Date:November 10, 2022Title:November 9, 2023 65