UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~FORM~~ ~~10-Q~~

(Mark One)

☒x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2023~~

March 31, 2024

☐o 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: 001-39142

Porch Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware			83-2587663
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

411 1^st Avenue S., Suite 501,, Seattle, WA 98104~~Seattle~~, WA~~98104~~

(Address of Principal Executive Offices) (Zip Code)

(~~855~~)

(855) 767-2400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbol

Name of Exchange on which registered

Common Stock, par value $0.0001 per share

PRCH

The Nasdaq Stock Market LLC

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 ☒x No ☐o

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. ☐o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐o No ☒x

The number of outstanding shares of the registrant’s common stock as of ~~August 4, 2023,~~May 3, 2024, was ~~98,431,801.~~

99,186,767.

Table of Contents

~~Table of Contents~~

			~~Page~~
						Page
~~Part~~PART I —FINANCIAL INFORMATION.		3			~~Financial Information~~	3
Item 1. Financial Statements		3
~~Item 1.~~			~~Financial Statements~~		3

	Condensed Consolidated Balance Sheets (Unaudited)	3			3

	Condensed Consolidated Statements of Operations ~~(Unaudited)~~		4

	~~Condensed Consolidated Statements of~~and Comprehensive Loss (Unaudited)	4			5

	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)	5			6

	Condensed Consolidated Statements of Cash Flows (Unaudited)	6			8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7			9
Note 1. Description of Business and Summary of Significant Accounting Policies		7
Note 2. Revenue		11
Note 3. Investments		12
Note 4. Fair Value		15
Note 5. Property, Equipment, and Software		18
Note 6. Intangible Assets and Goodwill		18
Note 7. Debt		19
Note 8. Stockholders' Equity and Warrants		20
Note 9. Stock-Based Compensation		20
Note 10. Reinsurance		21
Note 11. Unpaid Losses and Loss Adjustment Reserve		23
Note 12. Other Income (Expense), Net		23
Note 13. Income Taxes		23
Note 14. Commitments and Contingencies		24
Note 15. Business Disposition		24
Note 16. Segment Information		24
Note 17. Net Loss Per Share		26
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	27		34

Item 3.	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	37			53

Item 4.	Controls and Procedures	38			54
PART II — OTHER INFORMATION		39
~~Part II~~Item 1. Legal Proceedings.		39			~~Other Information~~	56
Item 1A. Risk Factors		39
~~Item 1.~~			~~Legal Proceedings~~		56

~~Item 1A.~~	~~Risk Factors~~		56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39			57

Item 3.	Defaults Upon Senior Securities	39			57

Item 4.	Mine Safety Disclosures	39			58
Item 5. Other Information		39
Item 5.6. Exhibits		40			~~Other Information~~	58
SIGNATURES		41
~~Item 6.~~	~~Exhibits~~		59

~~Exhibit Index~~			59

~~Signatures~~			60

Table of Contents

PART I —FINANCIAL INFORMATION

Item 1. Financial Statements

PORCH GROUP, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(all numbers in thousands unless otherwise stated, except per share ~~amounts)~~

June 30, 2023

December 31, 2022
Assets


Current assets




Cash and cash equivalents

$
265,573

$
215,060
Accounts receivable, net

24,715

26,438
Short-term investments

26,151

36,523
Reinsurance balance due

272,467

299,060
Prepaid expenses and other current assets

29,665

20,009
Restricted cash

39,277

13,545
Total current assets

657,848

610,635
Property, equipment, and software, net

14,768

12,240
Operating lease right-of-use assets

3,698

4,201
Goodwill

191,907

244,697
Long-term investments

66,579

55,118
Intangible assets, net

96,826

108,255
Long-term insurance commissions receivable

13,502

12,265
Other assets

2,015

1,646
Total assets

$
1,047,143

$
1,049,057




Liabilities and Stockholders’ Equity (Deficit)




Current liabilities




Accounts payable

$
9,330

$
6,268
Accrued expenses and other current liabilities

33,873

39,742
Deferred revenue

256,617

270,690
Refundable customer deposits

19,929

20,142
Current debt

5,439

16,455
Losses and loss adjustment expense reserves

165,709

100,632
Other insurance liabilities, current

112,849

61,710
Total current liabilities

603,746

515,639
Long-term debt

426,965

425,310
Operating lease liabilities, non-current

2,137

2,536
Earnout liability, at fair value

44

44
Private warrant liability, at fair value

347

707
Derivative liability, at fair value

26,820

—
Other liabilities (includes $21,328 and $24,546 at fair value, respectively)

23,826

25,468
Total liabilities

1,083,885

969,704
Commitments and contingencies (Note 12)




Stockholders’ equity (deficit)




Common stock, $0.0001 par value:

10

10
Authorized shares – 400,000,000 and 400,000,000, respectively




Issued and outstanding shares – 98,168,956 and 98,455,838, respectively

Additional paid-in capital

683,151

670,537
Accumulated other comprehensive loss

(6,076)

(6,171)
Accumulated deficit

(713,827)

(585,023)
Total stockholders’ equity (deficit)

(36,742)

79,353
Total liabilities and stockholders’ equity (deficit)

$
1,047,143

$
1,049,057

data)


	March 31, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	279,073	$	258,418
Accounts receivable, net	20,801		24,288
Short-term investments	31,175		35,588
Reinsurance balance due	75,419		83,582
Prepaid expenses and other current assets	16,666		13,214
Deferred policy acquisition costs	20,422		27,174
Restricted cash and cash equivalents	36,820		38,814
Total current assets	480,376		481,078
Property, equipment, and software, net	17,588		16,861

Goodwill	191,907		191,907
Long-term investments	102,941		103,588
Intangible assets, net	82,505		87,216
Long-term insurance commissions receivable	196		13,429
Other assets	5,600		5,314
Total assets	$	881,113	$	899,393

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	5,250	$	8,761
Accrued expenses and other current liabilities	53,466		59,396
Deferred revenue	215,771		248,683
Refundable customer deposits	16,040		17,980
Current debt	150		244
Losses and loss adjustment expense reserves	112,560		95,503
Other insurance liabilities, current	40,742		31,585
Total current liabilities	443,979		462,152
Long-term debt	432,082		435,495




Other liabilities	48,910		37,429
Total liabilities	924,971		935,076
Commitments and contingencies (Note 14)
Stockholders’ equity (deficit)
Common stock, $0.0001 par value:	10		10
Authorized shares – 400 million and 400 million, at March 31, 2024, and December 31, 2023, respectively
Issued and outstanding shares – 97.9 million and 97.1 million, at March 31, 2024, and December 31, 2023, respectively
Additional paid-in capital	696,240		690,223
Accumulated other comprehensive loss	(4,690)		(3,860)
Accumulated deficit	(735,418)		(722,056)
Total stockholders’ equity (deficit)	(43,858)		(35,683)
Total liabilities and stockholders’ equity (deficit)	$	881,113	$	899,393

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

PORCH GROUP, INC.

Condensed Consolidated Statements of Operations

and Comprehensive Loss (Unaudited)

(all numbers in thousands unless otherwise stated, except per share ~~amounts)~~

Three Months Ended June 30,

Six Months Ended June 30,


2023

2022

2023

2022
Revenue

$
98,765

$
70,915

$
186,134

$
134,482
Operating expenses:








Cost of revenue

81,330

29,251

132,605

54,467
Selling and marketing

34,637

29,160

67,222

55,237
Product and technology

15,495

15,777

29,445

30,009
General and administrative

22,779

28,297

48,608

54,896
Provision for doubtful accounts

48,718

108

48,955

207
Impairment loss on intangible assets and goodwill

55,211

—

57,232

—
Total operating expenses

258,170

102,593

384,067

194,816
Operating loss

(159,405)

(31,678)

(197,933)

(60,334)
Other income (expense):








Interest expense

(8,775)

(1,925)

(10,963)

(4,352)
Change in fair value of earnout liability

—

2,587

—

13,766
Change in fair value of private warrant liability

15

4,078

360

14,267
Change in fair value of derivatives

(2,950)

—

(2,950)

—
Gain on extinguishment of debt

81,354

—

81,354

—
Investment income and realized gains, net of investment expenses

1,249

243

2,007

440
Other income (expense), net

1,578

(162)

2,340

(107)
Total other income (expense)

72,471

4,821

72,148

24,014
Loss before income taxes

(86,934)

(26,857)

(125,785)

(36,320)
Income tax benefit (provision)

(29)

(468)

82

(290)
Net loss

$
(86,963)

$
(27,325)

$
(125,703)

$
(36,610)

Net loss per share - basic and diluted (Note 15)

$
(0.91)

$
(0.28)

$
(1.32)

$
(0.38)








Shares used in computing basic and diluted net loss per share

95,731,850

97,142,163

95,472,277

96,611,294

data)


	Three Months Ended March 31,
	2024		2023
Revenue	$	115,443	$	87,369
Operating expenses:
Cost of revenue	75,844		51,275
Selling and marketing	33,948		32,585
Product and technology	13,920		13,950
General and administrative	26,399		26,066

Impairment loss on intangible assets and goodwill	—		2,021
Total operating expenses	150,111		125,897
Operating loss	(34,668)		(38,528)
Other income (expense):
Interest expense	(10,787)		(2,188)

Change in fair value of private warrant liability	(425)		345
Change in fair value of derivatives	1,483		—
Gain on extinguishment of debt	4,891		—
Investment income and realized gains, net of investment expenses	3,644		758
Other income, net	22,678		762
Total other income (expense)	21,484		(323)
Loss before income taxes	(13,184)		(38,851)
Income tax benefit (provision)	(178)		111
Net loss	(13,362)		(38,740)
Other comprehensive income (loss):
Change in net unrealized loss, net of tax	(830)		875
Comprehensive loss	$	(14,192)	$	(37,865)

Net loss per share - basic and diluted (Note 17)	$	(0.14)	$	(0.41)

Shares used in computing basic and diluted net loss per share	97,512		95,210

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

PORCH GROUP, INC.

Condensed Consolidated Statements of ~~Comprehensive Loss~~

Stockholders’ Equity (Deficit) (Unaudited)

(all numbers in ~~thousands)~~

Three Months Ended June 30,

Six Months Ended June 30,


2023

2022

2023

2022
Net loss

$
(86,963)

$
(27,325)

$
(125,703)

$
(36,610)
Other comprehensive income (loss):

Current period change in net unrealized loss, net of tax

(780)

(1,785)

95

(4,300)
Comprehensive loss

$
(87,743)

$
(29,110)

$
(125,608)

$
(40,910)

thousands unless otherwise stated, except per share data)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity (Deficit)
	Shares	Amount
Balances as of December 31, 2023	97,061	$	10	$	690,223	$	(722,056)	$	(3,860)	$	(35,683)
Net loss	—	—		—		(13,362)		—		(13,362)
Other comprehensive loss, net of tax benefit less than $0.1 million	—	—		—		—		(830)		(830)
Stock-based compensation	620	—		5,368		—		—		5,368

Exercise of stock options	243	—		814		—		—		814
Income tax withholdings	(55)	—		(165)		—		—		(165)
Balances as of March 31, 2024	97,869	$	10	$	696,240	$	(735,418)	$	(4,690)	$	(43,858)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity (Deficit)
	Shares	Amount
Balances as of December 31, 2022	98,206	$	10	$	670,537	$	(585,023)	$	(6,171)	$	79,353
Net loss	—	—		—		(38,740)		—		(38,740)
Other comprehensive loss, net of tax less than $0.2 million	—	—		—		—		875		875
Stock-based compensation	295	—		6,894		—		—		6,894


Exercise of stock options	5	—		8		—		—		8
Income tax withholdings	(92)	—		(204)		—		—		(204)
Repurchases of common stock	(1,396)	—		—		(3,101)		—		(3,101)
Proceeds from sale of common stock	—	—		191		—		—		191
Balances as of March 31, 2023	97,018	$	10	$	677,426	$	(626,864)	$	(5,296)	$	45,276

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

PORCH GROUP, INC.

Condensed Consolidated Statements of ~~Stockholders’ Equity (Deficit)~~

Cash Flows (Unaudited)

(all numbers in ~~thousands, except share amounts)~~

Accumulated

Additional

Other

Total

Common Stock

Paid-in

Accumulated

Comprehensive

Stockholders’

Shares

Amount

Capital

Deficit

Loss

Equity (Deficit)
Balances as of March 31, 2023

97,018,032

$
10

$
677,426

$
(626,864)

$
(5,296)

$
45,276
Net loss

—

—

—

(86,963)

—

(86,963)
Other comprehensive loss, net of tax

—

—

—

—

(780)

(780)
Stock-based compensation

—

—

6,404

—

—

6,404
Vesting of restricted stock units

1,627,546

—

—

—

—

—
Income tax withholdings

(476,622)

—

(679)

—

—

(679)
Balances as of June 30, 2023

98,168,956

$
10

$
683,151

$
(713,827)

$
(6,076)

$
(36,742)

Accumulated

Additional

Other

Total

Common Stock

Paid-in

Accumulated

Comprehensive

Stockholders’

Shares

Amount

Capital

Deficit

Loss

Equity
Balances as of March 31, 2022

98,297,186

$
10

$
647,551

$
(433,397)

$
(2,774)

$
211,390
Net loss

—

—

—

(27,325)

—

(27,325)
Other comprehensive loss, net of tax

—

—

—

—

(1,785)

(1,785)
Stock-based compensation

—

—

9,702

—

—

9,702
Issuance of common stock for acquisitions

628,660

—

3,552

—

—

3,552
Vesting of restricted stock awards

563,406

—

—

—

—

—
Exercise of stock options

88,772

—

219

—

—

219
Income tax withholdings

(137,496)

—

(1,210)

—

—

(1,210)
Balances as of June 30, 2022

99,440,528

$
10

$
659,814

$
(460,722)

$
(4,559)

$
194,543

thousands)


	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net loss	$	(13,362)	$	(38,740)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	6,317		6,015

Impairment loss on intangible assets and goodwill	—		2,021
Gain on extinguishment of debt	(4,891)		—
Loss on divestiture of business	5,244		—
Gain on settlement of contingent consideration	(14,930)		—
Change in fair value of private warrant liability	425		(345)
Change in fair value of contingent consideration	1,051		(154)
Change in fair value of derivatives	(1,483)		—
Stock-based compensation	5,368		6,894
Non-cash interest expense	10,434		1,534
Other	(799)		508
Change in operating assets and liabilities, net of acquisitions and divestitures
Accounts receivable	(439)		2,619
Reinsurance balance due	8,174		6,286

Deferred policy acquisition costs	6,752		(8,994)
Accounts payable	(3,511)		(69)
Accrued expenses and other current liabilities	1,829		1,390
Losses and loss adjustment expense reserves	17,057		14,895
Other insurance liabilities, current	9,158		16,712
Deferred revenue	(33,017)		(24,100)
Refundable customer deposits	(2,034)		(4,607)

Other assets and liabilities, net	11,122		(3,896)
Net cash provided by (used in) operating activities	8,465		(22,031)
Cash flows from investing activities:
Purchases of property and equipment	(41)		(356)
Capitalized internal use software development costs	(2,315)		(2,427)

Purchases, maturities, sales of short-term and long-term investments	4,705		(390)
Proceeds from sale of business	10,348		—
Acquisitions, net of cash acquired	—		(1,974)
Net cash provided by (used in) investing activities	12,697		(5,147)
Cash flows from financing activities:

Proceeds from advance funding	—		313
Repayments of advance funding	—		(1,281)

Repayments of principal	(3,150)		(499)


Repurchase of stock	—		(5,608)
Other	649		(199)
Net cash used in financing activities	(2,501)		(7,274)
Net change in cash and cash equivalents & restricted cash and cash equivalents	$	18,661	$	(34,452)
Cash and cash equivalents & restricted cash and cash equivalents, beginning of period	$	297,232	$	228,605
Cash and cash equivalents & restricted cash and cash equivalents, end of period	$	315,893	$	194,153

Supplemental schedule of non-cash investing and financing activities
Non-cash reduction of convertible notes	$	5,000	$	—
Non-cash reduction in advanced funding arrangement obligations	$	94	$	—
Supplemental disclosures
Cash paid for interest	$	969	$	1,796
Income tax refunds received (paid)	$	(174)	$	2,380

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

PORCH GROUP, INC.

~~Condensed Consolidated Statements of Stockholders’ Equity (Deficit) – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts)~~

Accumulated

Additional

Other

Total

Common Stock

Paid-in

Accumulated

Comprehensive

Stockholders’

Shares

Amount

Capital

Deficit

Loss

Equity (Deficit)
Balances as of December 31, 2022

98,206,323

$
10

$
670,537

$
(585,023)

$
(6,171)

$
79,353
Net loss

—

—

—

(125,703)

—

(125,703)
Other comprehensive income, net of tax

—

—

—

—

95

95
Stock-based compensation

—

—

13,298

—

—

13,298
Vesting of restricted stock awards

1,922,960

—

—

—

—

—
Exercise of stock options

4,519

—

8

—

—

8
Income tax withholdings

(568,688)

—

(883)

—

—

(883)
Repurchases of common stock

(1,396,158)

—

—

(3,101)

—

(3,101)
Proceeds from sale of common stock

—

—

191

—

—

191
Balances as of June 30, 2023

98,168,956

$
10

$
683,151

$
(713,827)

$
(6,076)

$
(36,742)

Accumulated

Additional

Other

Total

Common Stock

Paid-in

Accumulated

Comprehensive

Stockholders’

Shares

Amount

Capital

Deficit

Loss

Equity
Balances as of December 31, 2021

97,961,597

$
10

$
641,406

$
(424,112)

$
(259)

$
217,045
Net loss

—

—

—

(36,610)

—

(36,610)
Other comprehensive loss, net of tax

—

—

—

—

(4,300)

(4,300)
Stock-based compensation

—

—

15,556

—

—

15,556
Issuance of common stock for acquisitions

628,660

—

3,552

3,552
Contingent consideration for acquisitions

—

—

530

—

—

530
Vesting of restricted stock awards

809,261

—

—

—

—

—
Exercise of stock options

274,457

—

692

—

—

692
Income tax withholdings

(233,447)

—

(1,922)

—

—

(1,922)
Balances as of June 30, 2022

99,440,528

$
10

$
659,814

$
(460,722)

$
(4,559)

$
194,543

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

~~(all numbers in thousands)~~

Six Months Ended June 30,


2023

2022
Cash flows from operating activities:




Net loss

$
(125,703)

$
(36,610)
Adjustments to reconcile net loss to net cash used in operating activities


Depreciation and amortization

12,229

12,899
Provision for doubtful accounts

48,955

207
Impairment loss on intangible assets and goodwill

57,232

—
Gain on extinguishment of debt

(81,354)

—
Gain on remeasurement of private warrant liability

(360)

(14,267)
Loss (gain) on remeasurement of contingent consideration

(2,810)

4,686
Loss (gain) on remeasurement of earnout liability and derivatives

2,950

(13,766)
Stock-based compensation

13,298

15,556
Interest expense (non-cash)

9,828

2,339
Other

805

1,916
Change in operating assets and liabilities, net of acquisitions and divestitures


Accounts receivable

1,030

(7,483)
Reinsurance balance due

(21,651)

(40,835)
Prepaid expenses and other current assets

(9,656)

(7,090)
Accounts payable

2,929

(4,226)
Accrued expenses and other current liabilities

(10,906)

1,005
Losses and loss adjustment expense reserves

65,077

26,945
Other insurance liabilities, current

51,139

21,492
Deferred revenue

(13,491)

38,167
Refundable customer deposits

(8,061)

(457)
Long-term insurance commissions receivable

(1,237)

(2,940)
Other

980

(1,694)
Net cash used in operating activities

(8,777)

(4,156)
Cash flows from investing activities:




Purchases of property and equipment

(672)

(1,539)
Capitalized internal use software development costs

(4,735)

(3,496)
Purchases of short-term and long-term investments

(23,602)

(13,561)
Maturities, sales of short-term and long-term investments

23,033

12,241
Acquisitions, net of cash acquired

(1,974)

(32,049)
Net cash used in investing activities

(7,950)

(38,404)
Cash flows from financing activities:




Proceeds from line of credit

—

1,000
Proceeds from advance funding

316

10,690
Repayments of advance funding

(2,683)

(8,840)
Proceeds from issuance of debt

116,667

—
Repayments of principal

(10,150)

(150)
Cash paid for debt issuance costs

(4,610)

—
Proceeds from exercises of stock options

8

692
Income tax withholdings paid upon vesting of restricted stock units

(883)

(1,922)
Proceeds from sale of common stock

191

—
Payments of acquisition-related contingent consideration

(276)

(1,625)
Repurchase of stock

(5,608)

—
Net cash provided by (used in) financing activities

92,972

(155)
Net change in cash, cash equivalents, and restricted cash

$
76,245

$
(42,715)
Cash, cash equivalents, and restricted cash, beginning of period

$
228,605

$
324,792
Cash, cash equivalents, and restricted cash end of period

$
304,850

$
282,077

Supplemental schedule of non-cash financing activities

Non-cash reduction in advanced funding arrangement obligations

$
7,848

$
—
Supplemental disclosures

Cash paid for interest

$
2,276

$
1,587
Income tax refunds received

$
2,300

$
—
Non-cash consideration for acquisitions

$
—

$
21,607
Cash payable for acquisition

$
—

$
5,000

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

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~~PORCH GROUP, INC.~~

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(all numbers in thousands ~~except share amounts and~~ unless otherwise ~~stated)~~

stated, except per share amounts)

Note 1. Description of Business and Summary of ~~Signifi~~~~cant~~Significant Accounting Policies

Description of Business

Porch Group, Inc., together with its consolidated subsidiaries, (“Porch Group,” “Porch,” the “Company,” “we,” “our,” “us”) is a leading homeowners insurance and vertical software platform ~~for~~and is positioned to be the ~~home, providing software~~best partner to help homebuyers move, maintain, and fully protect their homes. We offer differentiated products and services, ~~to approximately 30,700 companies and small businesses. We are a values-driven company whose mission is to simplify the home~~ with homeowners insurance at the ~~center. Our Insurance segment,~~center of this relationship.

We differentiate and look to win in the massive and growing homeowners insurance opportunity by 1) providing the best services for homebuyers, 2) led by advantaged underwriting in insurance, 3) to protect the whole home.

As a leader in the home services software-as-a-service (“SaaS”) space, we’ve built deep relationships with approximately 358,000 insurance and warranty policies in force, operates both as an insurance carrier underwriting home insurance policies and as an agent selling home and auto insurance for over 20 major and regional insurance companies. The Insurance segment also includes warranty service offerings and a captive reinsurance provider. The Vertical Software segment provides software and services30 thousand companies that are key to ~~home services companies~~the home-buying transaction, such as home inspectors, mortgage companies, and ~~loan officers,~~ title companies.These relationships provide us with early insights to United States (“U.S.”) homebuyers. In partnership with these companies, we have the ability to help simplify the move for consumers with services such as insurance, warranty, moving ~~companies, real estate agencies, utility companies,~~ and ~~individuals.~~

more.

We have two reportable segments that are also our operating segments: Vertical Software and Insurance. See Note 16, Segment Information, for additional information on our reportable segments.

Through our vertical software products we have unique insights into the majority of U.S. properties. This data helps feed our insurance underwriting models, better understand risk, and create competitive differentiation in underwriting.

We provide full protection for the home by including a variety of home warranty products alongside homeowners insurance. We are able to fill the gaps of protection for consumers, minimize surprises, and deepen our relationships and value proposition.

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements include the accounts of Porch Group, Inc., and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements and notes should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022,~~2023, filed with the SEC on March ~~16, 2023.~~15, 2024. The information as of December 31, ~~2022,~~2023, included in the unaudited condensed consolidated balance sheets was derived from our audited consolidated financial statements.

Certain prior period amounts have been reclassified to conform to the current year's presentation.

The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are of a normal recurring nature) considered necessary to present fairly our financial position, results of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods and dates presented. The results of operations for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2023,~~2024, or any other interim period or future ~~year. Certain prior period amounts have been reclassified~~year due to ~~conform to~~various factors such as management estimates and the ~~current year's presentation.~~

~~Comprehensive Loss~~

~~Comprehensive loss consists~~seasonal nature of ~~adjustments related to unrealized gains and losses on available-for-sale securities.~~

some portions of our insurance business.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates ~~judgments,~~ and assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, these estimates, which include, but are not limited to, impairment losses on intangibleof certain assets and ~~goodwill, estimated variable consideration for services performed, estimated lifetime value~~liabilities, disclosure of ~~insurance agency commission revenue, current estimate for credit losses, depreciable lives for property~~contingent assets and equipment, the valuation of and useful lives for acquired intangible assets, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation expense, unpaid losses for insurance claims and loss adjustment expenses, contingent consideration, earnout liabilities, and ~~private warrant liabilities, are evaluated by management.~~the reported amounts of revenues and expenses. Actual results ~~could~~may differ ~~materially~~ from those estimates ~~judgments,~~ and assumptions.

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

Concentrations

Financial instruments which potentially subject us to credit risk consist principally of cash, money market accounts on deposit with financial institutions, money market funds, certificates of deposit, ~~and~~ fixed-maturity securities, ~~as well as~~and receivable balances in the course of collection.

Our insurance carrier subsidiary has exposure and remains liable in the event of insolvency of its reinsurers. Management and its reinsurance intermediary regularly assess the credit quality and ratings of its reinsurer counterparties. ~~One reinsurer~~As of March 31, 2024, four reinsurers represented ~~39%~~more than 10% individually, and 60% in the aggregate, of our total reinsurance balance ~~due as of June 30, 2023.~~

due.

Substantially all of our ~~insurance-related~~ revenues in the Insurance segment are derived from customers in Texas (which represent approximately ~~62%~~72% of ~~such~~Insurance segment revenues in the ~~six~~three months ended ~~June 30, 2023)~~March 31, 2024), South Carolina, ~~(which represent approximately 10% of such revenues in the six months ended June 30, 2023),~~ North Carolina, ~~Georgia,~~ Virginia, Arizona, and ~~Arizona,~~Illinois, which could be adversely affected by economic conditions, an increase in competition, local weather events, or environmental impacts and changes.

No individual customer represented more than 10% of total revenue for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 or ~~2022.~~2023. As of ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, no individual customer accounted for 10% or more of total accounts receivable.

As of ~~June 30, 2023,~~March 31, 2024, we held approximately ~~$262.0~~$280.1 million of cash with ~~four~~five U.S. commercial banks.

Cash and Cash Equivalents ~~and~~& Restricted Cash

and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We maintain cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation.

Restricted cash equivalents as of ~~June 30, 2023~~March 31, 2024, includes ~~$29.1~~$27.7 million held by our captive reinsurance business as collateral for the benefit of Homeowners of America Insurance Company (“HOA”), ~~$1.3~~$1.4 million held in certificates of deposits and money market mutual funds pledged to the Department of Insurance in certain states as a condition of our Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, ~~$6.5~~$6.8 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in ~~seventeen~~21 states, and ~~$2.4~~$1.0 million related to acquisition indemnifications. Restricted cash equivalents as of December 31, ~~2022,~~2023, includes ~~$5.1~~$28.3 million held by our captive reinsurance business as collateral for the benefit of HOA, ~~$1.0~~$1.3 million held incertificates of deposit and money market mutual funds pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, ~~$5.0~~$7.3 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in ~~nineteen~~19 states, and ~~$2.4~~$1.9 million related to acquisition indemnifications.

The reconciliation of cash, ~~and~~ cash equivalents, and restricted cash to amounts presented in the unaudited condensed consolidated statements of cash flows are as follows:

June 30, 2023

December 31, 2022

Cash and cash equivalents

$
265,573

$
215,060
Total restricted cash

39,277

13,545
Cash, cash equivalents, and restricted cash

$
304,850

$
228,605


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	279,073	$	258,418
Restricted cash and cash equivalents	36,820		38,814
Cash, cash equivalents, and restricted cash	$	315,893	$	297,232

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

Accounts Receivable and Long-term Insurance Commissions Receivable

Accounts receivable consist principally of amounts due from enterprise customers, other corporate partnerships, and individual policyholders. We estimate allowances for uncollectible receivables based on the creditworthiness of our customers, historical trend analysis, and macro-economic conditions. Consequently, an adverse change in those factors could affect our estimate of allowance for doubtful accounts. The allowance for uncollectible receivables at ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, was ~~$0.8~~$0.6 million and ~~$0.5~~$0.6 million, respectively.

Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. We record the amount of renewal insurance commissions expected to be collected in the next twelve months as current accounts receivable.

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Goodwill

We test goodwill for impairment for each reporting unit on an annual basis or more frequently when events or changes in circumstances indicate the fair value of a reporting unit is below its carrying value. We have the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If we can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, ~~then~~we would not need to perform a quantitative impairment ~~test would not be necessary.~~test. If we cannot support such a conclusion or we do not elect to perform the qualitative assessment, then we perform a quantitative assessment. If a quantitative goodwill impairment assessment is performed, we utilize a combination of market and income valuation approaches. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the reporting unit is less than its carrying value. We have selected October 1 as the date to perform annual impairment testing.

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions to evaluate the impact of operating and macroeconomic changes on each reporting unit. The fair value of each reporting unit was estimated using a combination of income and market valuation approaches using publicly traded company multiples in similar businesses. Such fair value measurements are based predominately on Level 3 inputs. This analysis requires significant judgments including an estimate of future cash flows which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test was risk-adjusted to reflect the specific risk profile of the reporting units and ranged from 13% to 18%. See Note 6 for a discussion of the impairment analysis.

Impairment of Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Events that trigger a test for recoverability include a significant decrease in the market price for a long-lived asset, significant negative industry or economic trends, an accumulation of costs significantly in excess of the amount originally expected for the acquisition, a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset, or a sustained decrease in share price. When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group’s fair value is measured relying primarily on an income approach. An impairment charge is recognized for the amount by which the carrying value of the asset group exceeds its estimated fair value. Management identifies the asset group ~~which~~that includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash ~~flows.~~

flows..

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

During the first and second quarters of 2023, we identified various qualitative factors that collectively indicated triggering events including a sustained decrease in stock price, increased costs due to inflationary pressures, and a deterioration of the macroeconomic environment in the housing and real estate industry. We used an income approach to determine that the estimated fair value of a certain asset group was less than its carrying value, which resulted in impairment charges of $2.0 million, primarily related to acquired technology, trademarks and tradenames, and customer relationships for certain businesses within the Vertical Software segment. Impairment charges are included in impairment loss on ~~intangible assets and goodwill~~ ~~in the unaudited condensed consolidated statements of operations for the six months ended June 30, 2023.~~

We estimate the fair value of an asset group using the income approach. Such fair value measurements are based predominately on Level 3 inputs. Inherent in our development of cash flow projections are assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and cost of capital, similar to those a market participant would use to assess fair value. We also make certain assumptions about future economic conditions and other data. Many of these factors used in assessing fair value are outside the control of management and these assumptions and estimates may change in future periods.

Deferred Policy Acquisition Costs

We capitalize deferred policy acquisitions costs (“DAC”) which consist primarily of commissions, premium taxes and policy underwriting and production expenses that are directly related to the successful acquisition by our insurance company subsidiary of new or renewal insurance contracts. DAC are amortized on a straight-line basis over the terms of the policies to which they relate, which is generally one year. DAC is also reduced by ceding commissions paid by reinsurance companies which represent recoveries of acquisition costs. DAC is periodically reviewed for recoverability and adjusted if necessary. Future investment income is considered in determining the recoverability of DAC. ~~As of June 30, 2023, and December 31, 2022, DAC of $17.9 million and $8.7 million is included in prepaid expenses and other current assets.~~ Amortized deferred acquisition costs included in ~~sales~~selling and marketing expense, amounted to ~~$9.3~~$13.2 million and ~~$4.2~~$9.3 million, for the three months ended ~~June 30,~~March 31, 2024 and 2023, respectively.

Expected Credit Losses

We regularly review our individual investment securities for factors that may indicate that a decline in fair value of an investment has resulted from an expected credit loss, including:

•the financial condition and ~~2022, respectively,~~near-term prospects of the issuer, including any specific events that may affect its operations or earnings;

•the extent to which the market value of the security is below its cost or amortized cost;

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•general market conditions and ~~$18.6 million~~industry or sector specific factors;

•nonpayment by the issuer of its contractually obligated interest and ~~$7.2 million,~~principal payments; and

•our intent and ability to hold the investment for a period of time sufficient to allow for the ~~six months ended June 30, 2023 and 2022, respectively.~~

recovery of costs.

Fair Value of Financial Instruments

Fair value principles require disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows:

~~Level 1~~

~~Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date;~~

~~Level 2~~

Observable inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. This may include active markets for similar assets and liabilities, quoted prices in markets that are not highly active, or other inputs that are observable or can be corroborated by observable market data; and

~~Level 3~~

~~Unobservable inputs that are arrived at by means other than current observable market activity.~~

Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date;

Level 2 Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The lowest level of ~~the least observable~~ significant input ~~used in assessing the fair value~~ determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires ~~the use of judgment~~management to make judgments and consider factors specific to the asset or liability.

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

Other Insurance Liabilities, Current

The following table details the components of other insurance liabilities, current, on the unaudited condensed consolidated balance sheets:


	March 31, 2024		December 31, 2023
Ceded reinsurance premiums payable	$	15,585	$	10,500
Commissions payable, reinsurers and agents	4,410		4,650
Advance premiums	9,765		5,975
Funds held under reinsurance treaty	9,349		9,820
General and accrued expenses payable	1,633		640
Other insurance liabilities, current	$	40,742	$	31,585

As of June 30, 2023

As of December 31, 2022
Ceded reinsurance premiums payable

$
77,051

$
29,204
Commissions payable, reinsurers and agents

6,650

21,045
Advance premiums

10,383

8,668
Funds held under reinsurance treaty

1,715

1,851
General and accrued expenses payable

17,050

942
Other insurance liabilities, current

$
112,849

$
61,710

~~Income Taxes~~

Provisions for income taxes for the three months ended June 30, 2023, and 2022, were less than $0.1 million and $0.5 million, respectively, and the effective tax rates for these periods were less than 0.1% and 1.7%, respectively. The difference between our effective tax rates for the 2023 periods and the U.S. statutory rate

Note 2. Revenue

Disaggregation of Revenue

Total revenues consisted of the following:


	Three Months Ended March 31,
	2024		2023
Vertical Software segment
Software and service subscriptions	$	16,936	$	16,809
Move-related transactions	6,474		7,769
Post-move transactions	4,085		4,049
Total Vertical Software segment revenue	27,495		28,627

Insurance segment
Insurance and warranty premiums, commissions and policy fees(1)	87,948		58,742
Total Insurance segment revenue	87,948		58,742

Total revenue	$	115,443	$	87,369

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022
Vertical Software segment

Software and service subscriptions

$
17,524

$
19,847

$
34,333

$
37,078
Move-related transactions

12,246

17,458

20,015

29,586
Post-move transactions

4,665

5,235

8,714

10,280
Total Vertical Software segment revenue

34,435

42,540

63,062

76,944

Insurance segment

Insurance and warranty premiums, commissions and policy fees

64,330

28,375

123,072

57,538
Total Insurance segment revenue

64,330

28,375

123,072

57,538

Total revenue⁽¹⁾

$
98,765

$
70,915

$
186,134

$
134,482

~~(1)~~

~~Revenue recognized during the three months ended June 30, 2023 and 2022, includes revenue of $54.8 million and $18.2~~(1)Revenue recognized during the three months ended March 31, 2024 and 2023, includes revenue of $83.4 million and $51.0 million, respectively, which is accounted for separately from the revenue from contracts with customers. ~~Revenue accounted separately from the revenue from contracts with customers for the six months ended June 30, 2023 and 2022, was $105.0 million and $39.0 million, respectively.~~

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

Disclosures Related to Contracts with Customers

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent a contract exists, as defined by ASC 606, these liabilities are classified as deferred revenue. To the extent that a contract does not exist, as defined by ASC 606, these liabilities are classified as refundable customer deposits. Refundable customer deposits related to contracts with customers were not material at ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022.~~

2023.

Contract Assets - Insurance Commissions Receivable

A summary of the activity impacting the contract assets during the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, is presented below:


	Contract Assets
Balance at December 31, 2023	$	17,393
Estimated lifetime value of commissions on insurance policies sold by carriers	159
Cash receipts	(262)
Sale of business (Note 15)	(16,982)
Balance at March 31, 2024	$	308

Contract Assets
Balance at December 31, 2022

$
15,521
Estimated lifetime value of commissions on insurance policies sold by carriers

3,792
Cash receipts

(2,285)
Balance at June 30, 2023

$
17,028

As of ~~June 30,~~March 31, 2024, and December 31, 2023, ~~$3.5~~$0.1 million and $4.0 million, respectively, of contract assets ~~are~~were expected to be collected within the ~~next~~immediately following 12 months and therefore ~~are~~were included in current accounts receivable on the unaudited condensed consolidated balance sheets. The remaining ~~$13.5~~$0.2 million and $13.4 million as of March 31, 2024, and December 31, 2023, respectively, of contract assets are expected to be collected inafter the immediately following ~~periods~~12 months and ~~are~~were included in long-term insurance commissions receivable on the unaudited condensed consolidated balance sheets.

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Deferred Revenue

A summary of the activity impacting Vertical Software segment deferred revenue balances during the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, is presented below:


Balance at December 31, 2023	$	3,715
Revenue recognized	(4,590)
Additional amounts deferred	5,481
Balance at March 31, 2024	$	4,606

Vertical Software

Deferred Revenue
Balance at December 31, 2022

$
3,874
Revenue recognized

(8,613)
Additional amounts deferred

8,695
Balance at June 30, 2023

$
3,956

Revenue recognized for performance obligations satisfied during the three months ended March 31, 2024, includes $3.7 million that was included in the deferred revenue balances as of December 31, 2023.

Deferred revenue on the unaudited condensed consolidated balance sheet as of ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022, include $252.7~~2023, includes $211.2 million and ~~$266.8~~$245.0 million, respectively, of deferred revenue related to the Insurance segment.

The portion of insurance premiums related to the unexpired term of policies in force as of the end of the reporting period and to be earned over the remaining term of these policies is deferred and reported as deferred revenue.

Remaining Performance Obligations

The amount of the transaction price allocated to performance obligations to be satisfied at a later date, which is not recorded in the unaudited condensed consolidated balance sheets, is immaterial as of ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022.~~

2023.

We have applied the practical expedients ~~provided for in the accounting standards, and does~~ not to present ~~revenue related to~~ unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which we recognize revenue at the

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

amount which ~~it has~~we have the right to invoice for services performed. ~~Additionally, we exclude amounts related to performance obligations that are billed and recognized as they are delivered.~~

Warranty Revenue and Related Balance Sheet Disclosures

Payments received in advance of warranty services provided are included in refundable customer deposits or deferred revenue based upon the cancellation and refund provisions within the respective agreement. At ~~June 30, 2023,~~March 31, 2024, we had ~~$19.6~~$16.0 million, ~~$3.6~~$3.8 million and ~~$3.0~~$2.8 million of refundable customer deposits, deferred revenue, and non-current deferred revenue, respectively. At December 31, ~~2022,~~2023, we had ~~$20.0~~$17.9 million, ~~$4.4~~$3.9 million and ~~$1.9~~$2.9 million of refundable customer deposits, deferred revenue and non-current deferred revenue, respectively.

For the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ we incurred ~~$1.3~~$1.6 million and ~~$0.3~~$1.2 million, respectively, in expenses related to warranty claims. ~~For the six months ended June 30, 2023 and 2022, we incurred $2.5 million and $0.7 million, respectively, in expenses related to warranty claims.~~

Note 3. Investments

The following table summarizes investment income and realized gains and losses on investments during the periods presented.


	Three Months Ended March 31,
	2024		2023
Investment income, net of investment expenses	$	3,664	$	825
Realized gains on investments	14		4
Realized losses on investments	(34)		(71)
Investment income and realized gains, net of investment expenses	$	3,644	$	758

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Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022
Investment income, net of investment expenses

$
1,278

$
313

$
2,103

$
578
Realized gains on investments

7

4

11

6
Realized losses on investments

(36)

(74)

(107)

(144)
Investment income and realized gains (losses), net of investment expenses

$
1,249

$
243

$
2,007

$
440

The following ~~table summarizes~~tables summarize the amortized cost, fair value, and unrealized gains and losses of investment securities.

As of June 30, 2023

Gross Unrealized


Amortized Cost

Gains

Losses

Fair Value
U.S. Treasuries

$
28,407

$
1

$
(361)

$
28,047
Obligations of states, municipalities and political subdivisions

11,846

4

(1,178)

10,672
Corporate bonds

35,236

38

(2,879)

32,395
Residential and commercial mortgage-backed securities

17,607

16

(1,328)

16,295
Other loan-backed and structured securities

5,710

4

(393)

5,321
Total investment securities

$
98,806

$
63

$
(6,139)

$
92,730


	March 31, 2024
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
U.S. Treasuries	$	36,212	$	21	$	(414)	$	35,819
Obligations of states, municipalities and political subdivisions	19,481		52		(988)		18,545
Corporate bonds	54,417		209		(2,213)		52,413
Residential and commercial mortgage-backed securities	25,217		54		(1,098)		24,173
Other loan-backed and structured securities	3,428		12		(274)		3,166
Total investment securities	$	138,755	$	348	$	(4,987)	$	134,116


	December 31, 2023
	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
U.S. Treasuries	$	43,931	$	95	$	(330)	$	43,696
Obligations of states, municipalities and political subdivisions	18,281		100		(961)		17,420
Corporate bonds	51,678		430		(2,067)		50,041
Residential and commercial mortgage-backed securities	25,452		153		(1,004)		24,601
Other loan-backed and structured securities	3,694		13		(289)		3,418
Total investment securities	$	143,036	$	791	$	(4,651)	$	139,176

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

As of December 31, 2022

Gross Unrealized


Amortized Cost

Gains

Losses

Fair Value
U.S. Treasuries

$
35,637

$
5

$
(320)

$
35,322
Obligations of states, municipalities and political subdivisions

11,549

2

(1,326)

10,225
Corporate bonds

31,032

32

(2,837)

28,227
Residential and commercial mortgage-backed securities

12,790

11

(1,268)

11,533
Other loan-backed and structured securities

6,804

6

(476)

6,334
Total investment securities

$
97,812

$
56

$
(6,227)

$
91,641

The amortized cost and fair value of securities at ~~June 30, 2023,~~March 31, 2024, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	March 31, 2024
Remaining Time to Maturity	Amortized Cost		Fair Value
Due in one year or less	$	30,358	$	30,229
Due after one year through five years	44,282		43,258
Due after five years through ten years	25,697		23,964
Due after ten years	9,773		9,326
Residential and commercial mortgage-backed securities	25,217		24,173
Other loan-backed and structured securities	3,428		3,166
Total	$	138,755	$	134,116

As of June 30, 2023
Remaining Time to Maturity

Amortized Cost

Fair Value
Due in one year or less

$
25,920

$
25,802
Due after one year through five years

19,481

17,895
Due after five years through ten years

25,245

23,099
Due after ten years

4,843

4,318
Residential and commercial mortgage-backed securities

17,607

16,295
Other loan-backed and structured securities

5,710

5,321
Total

$
98,806

$
92,730

~~Other-Than-Temporary Impairment~~

~~We regularly review~~

Investments as of March 31, 2024, include $37.5 million of investments held by our ~~individual investment securities~~captive reinsurance businesses as collateral for ~~other-than-temporary impairment. We consider various factors in determining whether each individual security~~the benefit of HOA. Of this amount, $3.3 million is ~~other-than-temporarily impaired, including:~~

~~the financial condition and near-term prospects of the issuer, including any specific events that may affect its operations or earnings;~~

~~the extent to which the market value of the security has been below its cost or amortized cost;~~

~~general market conditions and industry or sector-specific factors;~~

~~nonpayment by the issuer of its contractually obligated interest and principal payments; and~~

~~our intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs.~~

classified as short-term investments, and $34.3 million is classified as long-term investments.

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

Securities with gross unrealized loss position, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows:

Table of Contents

Less Than Twelve Months

Twelve Months or Greater

Total

Gross

Gross

Gross

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair
As of June 30, 2023

Loss

Value

Loss

Value

Loss

Value
U.S. Treasuries

$
(182)

$
25,500

$
(179)

$
2,232

$
(361)

$
27,732
Obligations of states, municipalities and political subdivisions

(79)

2,060

(1,099)

8,145

(1,178)

10,205
Corporate bonds

(530)

12,546

(2,349)

18,045

(2,879)

30,591
Residential and commercial mortgage-backed securities

(292)

8,365

(1,036)

7,319

(1,328)

15,684
Other loan-backed and structured securities

(109)

1,039

(284)

3,677

(393)

4,716
Total securities

$
(1,192)

$
49,510

$
(4,947)

$
39,418

$
(6,139)

$
88,928


	Less Than Twelve Months				Twelve Months or Greater				Total
As of March 31, 2024	Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value
U.S. Treasuries	$	(358)	$	33,077	$	(56)	$	526	$	(414)	$	33,603
Obligations of states, municipalities and political subdivisions	(839)		10,400		(149)		1,607		(988)		12,007
Corporate bonds	(1,859)		27,414		(354)		4,590		(2,213)		32,004
Residential and commercial mortgage-backed securities	(692)		13,523		(406)		2,964		(1,098)		16,487
Other loan-backed and structured securities	(267)		2,565		(7)		51		(274)		2,616
Total securities	$	(4,015)	$	86,979	$	(972)	$	9,738	$	(4,987)	$	96,717


	Less Than Twelve Months				Twelve Months or Greater				Total
As of December 31, 2023	Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value
U.S. Treasuries	$	(280)	$	12,345	$	(50)	$	515	$	(330)	$	12,860
Obligations of states, municipalities and political subdivisions	(813)		8,445		(148)		1,639		(961)		10,084
Corporate bonds	(1,698)		21,104		(369)		4,677		(2,067)		25,781
Residential and commercial mortgage-backed securities	(621)		8,673		(383)		3,072		(1,004)		11,745
Other loan-backed and structured securities	(281)		2,790		(8)		52		(289)		2,842
Total securities	$	(3,693)	$	53,357	$	(958)	$	9,955	$	(4,651)	$	63,312

Less Than Twelve Months

Twelve Months or Greater

Total

Gross

Gross

Gross

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair
As of December 31, 2022

Loss

Value

Loss

Value

Loss

Value
U.S. Treasuries

$
(127)

$
10,748

$
(193)

$
9,824

$
(320)

$
20,572
Obligations of states, municipalities and political subdivisions

(929)

6,258

(397)

3,504

(1,326)

9,762
Corporate bonds

(1,623)

16,531

(1,214)

10,328

(2,837)

26,859
Residential and commercial mortgage-backed securities

(687)

6,565

(581)

4,952

(1,268)

11,517
Other loan-backed and structured securities

(359)

4,633

(117)

1,094

(476)

5,727
Total securities

$
(3,725)

$
44,735

$
(2,502)

$
29,702

$
(6,227)

$
74,437

At ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, there were ~~470~~475 and ~~483~~410 securities, respectively, in an unrealized loss position. Of these securities, ~~380~~81 had been in an unrealized loss position for 12 months or longer as of ~~June 30, 2023.~~

March 31, 2024.

We believe there were no fundamental issues such as credit losses or other factors with respect to any of our available-for-sale securities. The unrealized losses on investments in fixed-maturity securities were caused primarily by interest rate changes. ~~It is expected~~We expect that the securities ~~would~~will not be settled at a price less than par value of the investments. Because the declines in fair value are attributable to changes in interest rates or market conditions and not credit quality, and because we have the ability and intent to hold our available-for-sale investments until a market price recovery or maturity, we do not consider any of our investments to ~~be other-than-temporarily impaired~~have any decline in fair value due to expected credit losses at ~~June 30, 2023.~~

March 31, 2024.

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

Note 4. Fair Value

The following ~~table summarizes~~tables summarize the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis.


	Fair Value Measurement as of March 31, 2024
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Money market mutual funds	$	158,354	$	—	$	—	$	158,354
Debt securities:
U.S. Treasuries	35,819		—		—		35,819
Obligations of states, municipalities and political subdivisions	—		18,545		—		18,545
Corporate bonds	—		52,413		—		52,413
Residential and commercial mortgage-backed securities	—		24,173		—		24,173
Other loan-backed and structured securities	—		3,166		—		3,166
	$	194,173	$	98,297	$	—	$	292,470
Liabilities
Contingent consideration - business combinations (1)	$	—	$	—	$	4,576	$	4,576
Private warrant liability	—		—		1,576		1,576
Embedded derivatives	—		—		26,648		26,648
	$	—	$	—	$	32,800	$	32,800


	Fair Value Measurement as of December 31, 2023
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Money market mutual funds	$	165,744	$	—	$	—	$	165,744
Debt securities:
U.S. Treasuries	43,696		—		—		43,696
Obligations of states, municipalities and political subdivisions	—		17,420		—		17,420
Corporate bonds	—		50,041		—		50,041
Residential and commercial mortgage-backed securities	—		24,601		—		24,601
Other loan-backed and structured securities	—		3,418		—		3,418
	$	209,440	$	95,480	$	—	$	304,920
Liabilities
Contingent consideration - business combinations (2)	$	—	$	—	$	18,455	$	18,455
Private warrant liability	—		—		1,151		1,151
Embedded derivatives	—		—		28,131		28,131
	$	—	$	—	$	47,737	$	47,737

Fair Value Measurement as of June 30, 2023

Total

Level 1

Level 2

Level 3

Fair Value
Assets

Money market mutual funds

$
74,073

$
—

$
—

$
74,073
Debt securities:

U.S. Treasuries

28,047

—

—

28,047
Obligations of states and municipalities

—

10,672

—

10,672
Corporate bonds

—

32,395

—

32,395
Residential and commercial mortgage-backed securities

—

16,295

—

16,295
Other loan-backed and structured securities

—

5,321

—

5,321

$
102,120

$
64,683

$
—

$
166,803
Liabilities, Noncurrent

Contingent consideration - business combinations

$
—

$
—

$
21,328

$
21,328
Contingent consideration - earnout

—

—

44


44
Private warrant liability

—

—

347

347
Embedded derivatives

—

—

26,820

26,820

$
—

$
—

$
48,539

$
48,539

(1)

Fair Value Measurement as of December 31, 2022

Total

Level 1

Level 2

Level 3

Fair Value
Assets

Money market mutual funds

$
6,619

$
—

$
—

$
6,619
Debt securities:

U.S. Treasuries

35,322

—

—

35,322
Obligations of states and municipalities

—

10,225

—

10,225
Corporate bonds

—

28,227

—

28,227
Residential and commercial mortgage-backed securities

—

11,533

—

11,533
Other loan-backed and structured securities

—

6,334

—

6,334

$
41,941

$
56,319

$
—

$
98,260

Liabilities

Contingent consideration - business combinations

$
—

$
—

$
24,546

$
24,546
Contingent consideration - earnout

—

—

44

44
Private warrant liability

—

—

707

707

$
—

$
—

$
25,297

$
25,297

The Condensed Consolidated Balance Sheets include $1.3 million in accrued expenses and other current liabilities and $3.3 million in other liabilities as of March 31, 2024, for contingent consideration related to business combinations.

(2)The Condensed Consolidated Balance Sheets include $14.8 million in accrued expenses and other current liabilities and $3.7 million in other liabilities as of December 31, 2023, for contingent consideration related to business combinations.

Table of Contents

Financial Assets

Money market mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. As the funds are generally maintained at a net asset value which does not fluctuate, cost approximates fair value. These are included as a Level 1 measurement in the table above. The fair values for available-for-sale ~~fixed-~~

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

~~maturity~~fixed-maturity securities are based upon prices provided by an independent pricing service. We have reviewed these prices for reasonableness and have not adjusted any prices received from the independent provider. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1 and Level 2.

Contingent Consideration – Business Combinations

As part of the acquisition of Floify, LLC (“Floify”) in October 2021, we issued shares as partial closing consideration to the sellers of Floify and guaranteed that the value of those shares would equal or exceed 200% of such price on or prior to December 31, 2024 (the “True-Up Obligation”). The True-Up Obligation could be settled at our option in cash, Porch common stock, or a combination thereof. On March 27, 2024, we entered into a settlement agreement and mutual release of claims with the sellers of Floify to settle a post-closing dispute. As part of the of this agreement, the sellers of Floify agreed to terminate the True-Up Obligation in full and released from restriction approximately $0.9 million of escrowed cash to us. We estimated the fair value of the ~~business combination contingent consideration related to~~True-Up Obligation as of the ~~Floify acquisition in October 2021 and triggered by stock price milestones~~settlement date using the Monte Carlo simulation method. The fair value is based on the simulated market price of our common stock over the maturity date of the ~~contingent consideration.~~True-Up Obligation. As of ~~June 30, 2023,~~March 27, 2024, the key inputs used to determine the fair value of ~~$15.1~~$14.9 million included the stock price of ~~$1.38,~~$4.13, strike price of $36.00, discount rate of ~~14.4%~~23.6% and volatility of ~~100%~~95%. Subsequent to the valuation, we recognized a gain on settlement in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss equal to the fair value of $14.9 million. As of December 31, ~~2022,~~2023, the key inputs used in the determination of the fair value of ~~$15.5~~$14.0 million included the stock price of ~~$1.88,~~$3.08, strike price of $36.00, discount rate of ~~10.3%~~27.9% and volatility of ~~95%~~90%.

We estimated the fair value of the business combination contingent consideration based on specific metrics related to the acquisition of Residential Warranty Services (“RWS”) in April 2022, using the discounted cash flow method. The fair value is based on a percentage of revenue over the maturity date of the contingent consideration. As of ~~June 30, 2023,~~March 31, 2024, the key inputs used to determine the fair value of ~~$9.0 million were management’s cash flow estimates and the discount rate of 16%. As of December 31, 2022, the key inputs used to determine the fair value of $9.0~~$4.6 million were management’s cash flow estimates and the discount rate of 17%.

~~Contingent Consideration – Earnout~~

We estimated the fair value of the earnout contingent consideration using the Monte Carlo simulation method. The fair value of $0.1 million is based on the simulated market price of our common stock until the maturity date of the contingent consideration and increased by certain employee forfeitures. As of ~~June 30,~~December 31, 2023, the key inputs used to determine the fair value ~~included exercise price~~ of ~~$22.00, volatility of 100%, forfeiture~~$4.4 million were management’s cash flow estimates and the discount rate of 15%, and stock price of $1.38 As of December 31, 2022, the key inputs used in the determination of the fair value included exercise price of $22.00, volatility of 100%, forfeiture rate of 15% and stock price of $1.88.

17%.

Private Warrants

We estimated the fair value of the private warrants using the Black-Scholes-Merton option pricing model. As of ~~June 30,~~March 31, 2024, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 88%, remaining contractual term of 1.73 years, and stock price of $4.31. As of December 31, 2023, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 95%, remaining contractual term of ~~2.48~~1.98 years, and stock price of $1.38. As of December 31, 2022, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 90%, remaining contractual term of 2.98 years, and stock price of $1.88.

$3.08.

Embedded Derivatives

In connection with the issuance of senior secured convertible notes in April 2023 (see Note 7) and in accordance with Accounting Standards Codification 815-15, Derivatives and Hedging – Embedded Derivatives, certain features of the senior secured convertible notes were bifurcated and accounted for separately from the notes. The following features are recorded as derivatives.

●

~~Repurchase option.~~ ~~If more than~~ ~~$30 million principal remains outstanding on June 14, 2026, holders have the right to require us to repurchase for cash on June 15, 2026, all or any portion of the notes at a~~

•Repurchase option. If more than $30 million aggregate principal amount of the 2026 Notes remains outstanding on June 14, 2026, the 2028 Note holders have the right to require us to repurchase for cash on June 15, 2026, all or any portion of their 2028 Notes, in principal amounts of one thousand dollars or an integral number thereof, at a repurchase price equal to 106.5% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

•Fundamental change option. If we undergo a fundamental change, as defined in the indenture governing the 2028 Notes and subject to certain conditions, holders of the 2028 Notes have the right to require us to repurchase for cash all or any portion of their 2028 Notes, in principal amounts of one thousand dollars or an integral multiple thereof, at a repurchase price equal to 105.25% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. A fundamental change includes events such as a change in control, recapitalization, liquidation, dissolution, or delisting.

•Asset sale repurchase option. If we sell assets and receive net cash proceeds of $2.5 million in excess of the Asset Sale Threshold (as defined below) (such excess net cash proceeds, the “Excess Proceeds”), we must

Table of Contents

~~PORCH GROUP, INC.~~

offer to all holders of 2028 Notes to ~~Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers~~repurchase their 2028 Notes for an aggregate amount of cash equal to 50% of such Excess Proceeds at a repurchase price per 2028 Note equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the relevant purchase date, if any. “Asset Sale Threshold” means $20.0 million in ~~thousands, except share amounts~~the aggregate, provided that on and ~~unless otherwise stated)~~

after the date on which the cumulative net cash proceeds received by the Company and its restricted subsidiaries from the sale of assets after April 20, 2023, exceeds $20.0 million in the aggregate, the “Asset Sale Threshold” means $0.

~~repurchase price equal to 106.5% of the principal amount of the notes to be repurchased, plus accrued interest.~~

●

~~Fundamental change option.~~ If we undergo a fundamental change, as defined in the indenture and subject to certain conditions, holders have the right to require us to repurchase for cash all or any portion of the notes at a repurchase price equal to 105.25% of the principal amount of the notes to be repurchased, plus accrued interest. A fundamental change includes events such as a change in control, recapitalization, liquidation, dissolution, or delisting.

●

~~Asset sale repurchase option.~~ ~~If we sell assets, we must offer to repurchase for cash a portion of the notes equal to~~ ~~50% of the aggregate net cash sales proceeds in excess of $20 million at a repurchase price equal to 100% of the principal, plus accrued interest.~~

The inputs for determining fair value of the embedded derivatives are classified as Level 3 inputs. Level 3 fair value is based on unobservable inputs based on the best information available. These inputs include the probabilities of scenarios related to a repurchase, a fundamentalchange,, and qualifyingasset sales,, ranging from 1%3% to ~~35%~~29%.

Level 3 Rollforward

Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value, and such changes could result in a significant increase or decrease in the fair value.

The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows:


	Contingent Consideration - Business Combinations		Embedded Derivatives		Private Warrant Liability
Fair value as of December 31, 2023	$	18,455	$	28,131	$	1,151

Settlements	(14,930)		—		—
Change in fair value, loss (gain) included in net loss(1)	1,051		(1,483)		425
Fair value as of March 31, 2024	$	4,576	$	26,648	$	1,576


	Contingent Consideration - Business Combinations		Contingent Consideration - Earnout		Private Warrant Liability
Fair value as of December 31, 2022	$	24,546	$	44	$	707

Settlements	(194)		—		—
Change in fair value, loss (gain) included in net loss(1)	(154)		—		(345)
Fair value as of March 31, 2023	$	24,198	$	44	$	362

Contingent

Contingent

Consideration -

Private

Consideration -

Business

Embedded

Warrant


Earnout

Combinations

Derivatives

Liability
Fair value as of December 31, 2022

$
44

$
24,546

$
—

$
707
Additions

—

—

23,870

—
Settlements

—

(408)

—

—
Change in fair value, loss (gain) included in net loss⁽¹⁾

—
��

(2,810)

2,950

(360)
Fair value as of June 30, 2023

$
44

$
21,328

$
26,820

$
347

Contingent

Contingent

Consideration -

Private

Consideration -

Business

Warrant


Earnout

Combinations

Liability
Fair value as of December 31, 2021

$
13,866

$
9,617

$
15,193
Additions

—

15,555

—
Settlements

—

—

—
Change in fair value, loss (gain) included in net loss⁽¹⁾

(13,766)

4,686

(14,267)
Fair value as of June 30, 2022

$
100

$
29,858

$
926

~~(1)~~

(1)Changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Changes in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations. Changes in the fair value of the embedded derivatives are included in change in fair value of derivatives in the unaudited condensed consolidated statements of operations.

are disclosed separately in the unaudited condensed consolidated statements of operations. Changes in the fair value of the embedded derivatives are included in change in fair value of derivatives in the unaudited condensed consolidated statements of operations.

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

Fair Value Disclosure

As of ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, the fair value of the 2026 Notes (see Note 7) ~~is $72.0~~was $78.0 million and ~~$238.6~~$73.1 million, respectively. The ~~decrease~~increase of ~~$166.6~~$4.9 million is primarily due to the ~~decline~~increase in the stock price at ~~June 30, 2023,~~March 31, 2024, as compared to December 31, ~~2022.~~2023. As of ~~June 30,~~March 31, 2024, and December 31, 2023, the fair value of the 2028 Notes (see Note 7) was ~~$216.7 million.~~$227.5 million and $196.7 million, respectively. The increase of $30.8 million is primarily due to the increase in the stock price at March 31, 2024, as compared to December 31, 2023. The fair values of the line of credit, advance funding arrangement and other notes approximate the unpaid principal balance. All debt, other than the convertible notes which are Level 2, is considered a Level 3 measurement.

Table of Contents

Note 5. Property, Equipment, and Software

Property, equipment, and software, net, consists of the following:


	March 31, 2024		December 31, 2023
Software and computer equipment	$	8,247	$	8,340
Furniture, office equipment, and other	1,537		1,573
Internally developed software	25,428		24,526
Leasehold improvements	1,176		1,176
	36,388		35,615
Less: Accumulated depreciation and amortization	(18,800)		(18,754)
Property, equipment, and software, net	$	17,588	$	16,861

June 30,

December 31,

2023

2022
Software and computer equipment

$
8,266

$
8,326
Furniture, office equipment, and other

1,708

2,118
Internally developed software

20,017

17,128
Leasehold improvements

1,178

1,178

31,169

28,750
Less: Accumulated depreciation and amortization

(16,401)

(16,510)
Property, equipment, and software, net

$
14,768

$
12,240

Depreciation and amortization expense related to property, equipment, and software was ~~$1.2~~$1.6 million and ~~$1.0~~$1.2 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $2.4 million and $2.0 million for the six months ended June 30, 2023 and 2022,~~ respectively.

Note 6. Intangible Assets and Goodwill

Intangible Assets

Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and impairment. The following ~~table summarizes~~tables summarize intangible ~~assets as of June 30, 2023.~~

Weighted


Accumulated

Average

Intangible

Amortization

Intangible

Useful Life

Assets,

And

Assets,


(in years)

gross

Impairment

Net
Customer relationships

9.0

$
69,505

$
(19,494)

$
50,011
Acquired technology

5.0

36,041

(19,175)

16,866
Trademarks and tradenames

10.0

23,443

(5,609)

17,834
Non-compete agreements

3.0

616

(431)

185
Value of business acquired

1.0

400

(400)

—
Renewal rights

6.0

9,734

(2,764)

6,970
Insurance licenses

Indefinite

4,960

—

4,960
Total intangible assets

$
144,699

$
(47,873)

$
96,826

asset balances.


As of March 31, 2024	Weighted Average Useful Life (in years)	Intangible Assets, gross		Accumulated Amortization And Impairment		Intangible Assets, Net
Customer relationships	9.0	$	69,026	$	(25,999)	$	43,027
Acquired technology	5.0	28,001		(15,861)		12,140
Trademarks and tradenames	11.0	23,443		(7,207)		16,236
Non-compete agreements	5.0	301		(152)		149

Renewal rights	6.0	9,734		(3,741)		5,993
Insurance licenses	Indefinite	4,960		—		4,960
Total intangible assets		$	135,465	$	(52,960)	$	82,505


As of December 31, 2023	Weighted Average Useful Life (in years)	Intangible Assets, gross		Accumulated Amortization And Impairment		Intangible Assets, Net
Customer relationships	8.0	$	69,504	$	(24,153)	$	45,351
Acquired technology	5.0	36,041		(22,358)		13,683
Trademarks and tradenames	11.0	23,443		(6,701)		16,742
Non-compete agreements	3.0	616		(455)		161
Value of business acquired	1.0	400		(400)		—
Renewal rights	6.0	9,734		(3,415)		6,319
Insurance licenses	Indefinite	4,960		—		4,960
Total intangible assets		$	144,698	$	(57,482)	$	87,216

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

~~The following table summarizes intangible assets as of December 31, 2022.~~

Weighted






Average

Intangible

Intangible

Useful Life

Assets,

Accumulated

Assets,


(in years)

gross

Amortization

Net
Customer relationships

9.0

$
69,730

$
(15,079)

$
54,651
Acquired technology

5.0

37,932

(16,468)

21,464
Trademarks and tradenames

10.0

25,071

(5,724)

19,347
Non-compete agreements

3.0

619

(407)

212
Value of business acquired

1.0

400

(400)

—
Renewal rights

6.0

9,734

(2,113)

7,621
Insurance licenses

Indefinite

4,960

—

4,960
Total intangible assets

$
148,446

$
(40,191)

$
108,255

The aggregate amortization expense related to intangibles was ~~$4.9~~$4.7 million and ~~$5.4~~$4.9 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, respectively.

Table of Contents

Goodwill

The goodwill balance at March 31, 2024, and ~~2022, respectively, and $9.8~~December 31, 2023, was $191.9 million and ~~$10.9 million for the six months ended June 30, 2023 and 2022, respectively.~~

During the six months ended June 30, 2023, we recorded impairment charges of $2.0 million, primarily related to acquired technology, trademarks and tradenames, and customer relationships for an asset group within theis entirely included in our Vertical Software segment. ~~Impairment charges are included in impairment loss on intangible assets and goodwill in the unaudited condensed consolidated statements of operations.~~

~~Goodwill~~

~~The following table summarizes the~~We had no changes in the carrying amount of goodwill for the ~~six~~three months ended ~~June 30, 2023.~~

Goodwill
Balance as of December 31, 2022, net of accumulated impairment of $43.8 million

$
244,697
Acquisition

2,421
Impairment loss

(55,211)
Balance as of June 30, 2023, net of accumulated impairment of $99.0 million

$
191,907

During the first and second quarters of 2023, management identified various qualitative factors that collectively indicated triggering events, including a sustained decrease in stock price, increased costs due to inflationary pressures, hardening of the reinsurance markets, volatile weather, and a deterioration of the macroeconomic environment in the housing and real estate and insurance industries. We performed a valuation of the Vertical Software and Insurance reporting units using a combination of market and income approaches based on peer performance and discounted cash flow or dividend discount model methodologies. The goodwill impairment analysis required significant judgments to calculate the fair value of the reporting units, including internal forecasts and determination of weighted average cost of capital. Management considers historical experience and all available information at the time the fair values are estimated. Assumptions are subject to a high degree of judgment and complexity.

~~The results of the quantitative impairment assessment as of~~ March 31, 2023, indicated that the fair value of our Vertical Software reporting unit exceeded its carrying value by less than 5%, and the fair value of our Insurance reporting unit exceeded its carrying value by less than 10%.

2024.

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

~~Insurance reporting unit was impaired as of June 30,~~ 2023. Impairment charges are included in impairment loss on intangible assets and goodwill in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023.

The results of the quantitative impairment assessment as of June 30, 2023, indicated that the fair value of our Vertical Software reporting unit exceeded its carrying value by less than 10%. As a result, our remaining goodwill balance is at risk of future impairment. We monitor our reporting units at risk of impairment for interim impairment indicators and believe that the estimates and assumptions used in the calculations are reasonable as of June 30, 2023. We also reconcile the fair value of our reporting units to our market capitalization. Should the fair value of any of our reporting units fall below its carrying amount because of reduced operating performance, market declines including a deterioration of the macroeconomic environment in the housing and real estate or insurance industries, changes in the discount rate, or other adverse conditions, goodwill impairment charges may be necessary in future periods.

Note 7. Debt

The following tables summarize outstanding debt as of ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022.~~

2023.


	Principal		Unaccreted Discount		Debt Issuance Costs		Carrying Value
Convertible senior notes, due 2026	$	217,000	$	—	$	(2,903)	$	214,097
Convertible senior notes, due 2028	333,334		(111,191)		(4,149)		217,994

Other notes	150		(9)		—		141
Balance as of March 31, 2024	$	550,484	$	(111,200)	$	(7,052)	$	432,232


	Principal		Unaccreted Discount		Debt Issuance Costs		Carrying Value
Convertible senior notes, due 2026	$	225,000	$	—	$	(3,311)	$	221,689
Convertible senior notes, due 2028	333,334		(115,353)		(4,312)		213,669
Advance funding arrangement	94		—		—		94
Other notes	300		(13)		—		287
Balance as of December 31, 2023	$	558,728	$	(115,366)	$	(7,623)	$	435,739

Debt


Unaccreted

Issuance

Carrying

Principal

Discount

Costs

Value
Convertible senior notes, due 2026

$
225,000

$
—

$
(3,909)

$
221,091
Convertible senior notes, due 2028

333,334

(122,877)

(4,707)

205,750
Advance funding arrangement

5,321

(32)

—

5,289
Other notes

300

(26)

—

274
Balance as of June 30, 2023

$
563,955

$
(122,935)

$
(8,616)

$
432,404

Debt


Unaccreted

Issuance

Carrying

Principal

Discount

Costs

Value
Convertible senior notes, due 2026

$
425,000

$
—

$
(8,508)

$
416,492
Advance funding arrangement

15,670

(760)

—

14,910
Term loan facility, due 2029

10,000

—

—

10,000
Other notes

450

(87)

—

363
Balance as of December 31, 2022

$
451,120

$
(847)

$
(8,508)

$
441,765

Convertible Senior Notes

Interest expense recognized related to the 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”) was approximately ~~$0.9~~$0.7 million and $1.4 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively, and ~~$2.2 million and $2.7 million for the six months ended June 30, 2023 and 2022, respectively, including~~includes contractual interest expense and amortization of debt issuance costs. The effective interest rate for the 2026 Notes is 1.3%.

~~In April 2023, we issued $333 million of~~

Interest expense recognized related to the 6.75% Convertible Senior ~~Secured Convertible~~ Notes due in 2028 (the “2028 Notes”) ~~in a private placement transaction. We used a portion~~was approximately $9.9 million and zero for the three months ended March 31, 2024 and 2023, respectively. Interest expense includes $5.6 million contractual interest expense and $4.3 million amortization of debt issuance costs and discount for the ~~net proceeds from~~three months ended March 31, 2024. The effective interest rate for the 2028 Notes ~~to repurchase $200~~is 17.9%.

For the three months ended March 31, 2024, we capitalized $0.1 million of interest expense on the 2028 Notes related to ongoing internally developed software projects.

In February 2024, we repurchased $8.0 million aggregate principal amount of our 2026 ~~Notes and to fund the repayment~~Notes. We paid $3.0 million, or 37.5% of ~~$9.7 million outstanding under the term loan facility, in each case~~par value, plus accrued ~~and unpaid interest thereon and related fees and expenses. In connection with the partial repurchase of the 2026 Notes, we~~interest. We recognized ~~an $81.4~~a $4.9 million gain on extinguishment of debt, calculated as the difference between the reacquisition price and the net carrying amount of the portion of the 2026 Notes that was extinguished.

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

The 2028 Notes are convertible into cash, shares of common stock, or a combination of cash and shares of common stock at our election at an initial conversion rate of 39.9956 shares of common stock per $1,000 principal amount of the 2028 Notes, which is equivalent to an initial conversion price of approximately $25.00 per share.

The 2028 Notes are senior secured obligations, accrue interest at a rate of 6.75%, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2023, and were initially issued at 95% of par value. The 2028 Notes will mature on October 1, 2028, unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding July 1, 2028, the 2028 Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2028 Notes will be convertible at the option of the holders at any time regardless of these conditions.

Interest expense recognized related to the 2028 Notes was approximately $7.3 million in the three and six months ended June 30, 2023, including $4.4 million contractual interest expense and $2.9 million amortization of debt issuance costs and discount. The effective interest rate for the 2028 Notes is 17.9%.

Advance Funding Arrangement

For certain home warranty contracts, we ~~participate~~participated in financing arrangements with third-party financers that ~~provide~~provided us with the contract premium upfront, less a financing fee. Third-party financers collect installment payments from the warranty contract customer which satisfy our repayment obligation over a portion of the contract term. We remain obligated to repay the third-party financer if a customer cancels its warranty contract prior to full repayment of the advance funding amount we received. As part of the arrangement, we ~~pay~~paid financing fees, which ~~are~~were collected by the third-party financers upfront and ~~are~~were initially recognized as a debt discount. Financing fees ~~are~~were amortized as interest expense under the effective interest method. The implied interest rate ~~varies~~varied per contract and iswas generally approximately 14% of total funding received. ~~Interest expense recognized related to advance funding arrangement~~As of March 31, 2024, our obligation was ~~$0.4 million and $0.5 million for~~completely satisfied with the ~~three months ended June 30, 2023 and 2022, respectively, and $0.9 million and $1.6 million for the six months ended June 30, 2023 and 2022, respectively.~~

~~Term Loan Facility~~

~~In April 2023, the term loan facility was repaid in full by using a portion of the proceeds received from the 2028 Notes.~~

third-party financers, we had no outstanding balance.

Table of Contents

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

Note 8. Stockholders' Equity and Warrants

Common Shares Outstanding and Common Stock Equivalents

The following table summarizes our fully diluted capital structure.


	March 31, 2024	December 31, 2023
Issued and outstanding common shares	97,869	97,061

Common shares reserved for future issuance:
Private warrants	1,796	1,796
Stock options (Note 9)	3,382	3,642
Restricted and performance stock units and awards (Note 9)	11,089	12,065
2020 Equity Plan pool reserved for future issuance (Note 9)	13,270	8,009
Convertible senior notes, due 2026 (1)	8,679	8,999
Convertible senior notes, due 2028	13,332	13,332
Contingently issuable shares in connection with acquisitions (2)	—	5,908
Total shares of common stock outstanding and reserved for future issuance	149,417	150,812

(1)

June 30,

December 31,

2023

2022
Issued and outstanding common shares

96,118,956

96,405,838
Earnout shares

2,050,000

2,050,000
Total common shares issued and outstanding

98,168,956

98,455,838
Common shares reserved for future issuance:

Private warrants

1,795,700

1,795,700
Stock options (Note 9)

3,717,192

3,862,918
Restricted and performance stock units and awards (Note 9)

13,244,675

6,230,165
2020 Equity Plan pool reserved for future issuance (Note 9)

8,045,331

11,189,745
Convertible senior notes, due 2026⁽¹⁾

8,999,010

16,998,130
Convertible senior notes, due 2028

13,331,893

—
Contingently issuable shares in connection with acquisitions⁽²⁾

13,969,860

10,631,558
Total shares of common stock outstanding and reserved for future issuance

161,272,617

149,164,054

~~(1)~~

In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions allow us to purchase shares of our common stock at a strike price of $25 per share, which is equal to the conversion price of the 2026 Notes and 2028 Notes. The capped call transactions are designed to limit the amount of dilution of our common stock upon conversion of the notes. The maximum number of shares purchasable by us under the capped call transactions is 16,998,130. The options that underly the capped call transactions expire on September 15, 2026.

~~(2)~~

In connection with the acquisitions of Floify and HOA, we provided an obligation to issue a certain amount of common stock to the extent specified market conditions are met in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period.

~~Repurchases of Common Shares~~

In October 2022, our board of directors approved a share repurchase program authorizing management to repurchase up to $15 million of our common stock and/or convertible notes. Repurchases under this program were permitted from time to time on the open market between November 10, 2022, and June 30, 2023, at prevailing market prices, in privately negotiated transactions, in block trades, and/or through other permissible means.

During the six months ended June 30, 2023, we repurchased and canceled 1,396,158 shares with a total cost of $3.1 million (including commissions). The cost paid to repurchase shares in excess of the par value is charged to accumulated deficit in the unaudited condensed consolidated balance sheet as of June 30, 2023.

~~The repurchase of $200 million~~ of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 6 million potentially dilutive shares instead of the shares reported in this table as ~~described~~of March 31, 2024.

(2)In connection with the acquisition of Floify, we issued shares as partial closing consideration and guaranteed that the value of those shares would equal or exceed 200% of such price on or prior to December 31, 2024. If the value of those shares did not equal or exceed 200% of their value, we would have been obligated to settle any differences in ~~Note 7 was done under separate authorization and was not~~cash, Porch common stock, or combination thereof. On March 27, 2024, we entered into a settlement agreement to settle a post-closing dispute. As part of this agreement, the ~~$15 million share repurchase program.~~

sellers of Floify agreed to terminate this obligation in full.

Warrants

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

~~Warrants~~

There was no activity related to ~~public and~~ private warrants during the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023.

As of March 31, 2024, and December 31, 2023, there were 1.8 million private warrants outstanding for 11.5 million common shares. These private warrants are liability classified financial instruments measured at fair value, with periodic changes in fair value recognized through earnings and are included in “change in fair value of private warrant liability” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 4 for more information.

Number of

Number of

Common

Warrants

Shares Issued
Balances as of December 31, 2022

1,795,700

11,521,412
Exercised

—

—
Canceled

—

—
Balances as of June 30, 2023

1,795,700

11,521,412

Note 9. Stock-Based Compensation

The following table summarizes the classification of stock-based compensation expense in the unaudited condensed consolidated statements of operations.


	Three Months Ended March 31,
	2024		2023
Selling and marketing	$	694	$	1,045
Product and technology	1,095		1,449
General and administrative	3,579		4,400
Total stock-based compensation expense	$	5,368	$	6,894

Three Months Ended June 30,

Six Months Ended June 30,


2023

2022

2023

2022
Selling and marketing

$
896

$
1,270

$
1,941

$
1,902
Product and technology

1,254

1,840


2,703

2,977
General and administrative

4,254

6,592


8,654

10,677
Total stock-based compensation expense

$
6,404

$
9,702

$
13,298

$
15,556

Under our 2020 Stock Incentive Plan, ~~which replaced the 2012 Equity Incentive Plan in December 2020,~~ employees, directors and consultants are eligible for grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and other stock awards, collectively referred to as ~~“Awards.~~“Equity Awards.”

Table of Contents

The following table summarizes Equity Award activity for the ~~six~~three months ended ~~June 30, 2023:~~

March 31, 2024:


	Number of Options	Number of Restricted Stock Units	Number of Performance Restricted Stock Units
Balances as of December 31, 2023	3,642	8,310	3,754
Granted	—	149	—
Vested		(620)	—
Exercised	(243)	—	—
Forfeited, canceled or expired	(17)	(504)	—
Balances as of March 31, 2024	3,382	7,335	3,754

Number of

Number of

Performance

Number of

Restricted

Restricted

Options

Stock Units

Stock Units
Balances as of December 31, 2022

3,862,918

5,309,241

920,924
Granted

—

5,591,534

3,135,073
Vested

(1,164,592)

—
Exercised

(4,519)

—

—
Forfeited, canceled or expired

(141,207)

(547,505)

—
Balances as of June 30, 2023

3,717,192

9,188,678

4,055,997

Note 10. Reinsurance

2023 Program

Our third-party quota share reinsurance program is split into three separate placements to maximize coverage and cost efficiency. The ~~2023~~ Coastal Program covers our business in certain Texas coastal regions and the Houston metropolitan area and is placed at 42% of subject property and casualty losses (“P&C losses”), as well as all business in South Carolina which is placed at 7% of P&C losses. The ~~2023~~ Core Program, which covers the portion of our business not in the Coastal Program, is placed at ~~49.5%~~9.5% of P&C losses of our remaining business in Texas and ~~48%~~8% of P&C

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

losses of our business in other states. In addition, the Combined Program covers all of our business and is placed at 5% of P&C losses. All programs are effective for the period January 1, 2023, through December 31, 2023, or March 31, 2024, and are subject to certain limits and exclusions, which vary by participating reinsurer.

Property catastrophe excess of loss treaties were placed on April 1, 2023, and ~~limited our net retention to $8~~were updated in August 2023 after the events described in the “Terminated Reinsurance Contract” section below. Coverage for wind storms starts at $20 million per occurrence. ~~The five layers provide coverage~~Losses are shared between $20 million and $80 million. Over $80 million losses are covered up to a net loss of $440 million. We also place reinstatement premium protection to cover any reinstatement premiums due on the first four layers.

2024 Program

As of April 1, 2024, our quota share program will consist of one combined program covering all of our business in all states and is placed at 27.5% of P&C losses. All programs are effective for the period April 1, 2024, through March 31, 2025, and are subject to certain limits and exclusions, which vary by participating reinsurer.

Coverage for catastrophe events starts immediately within the quota share contracts and at $45.0 million per occurrence within the property catastrophe excess of loss treaties placed on April 1, 2024. Losses are shared at various levels up to $75.0 million. Over $75.0 million losses are covered up to a loss of $465.0 million. We also place reinstatement premium protection to cover any reinstatement premiums due on the first five layers.

Reinsurance Impact

The effects of reinsurance on premiums written and earned for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ were as follows:

Three Months Ended June 30,

2023

2022

Written

Earned

Written

Earned
Direct premiums

$
121,540

$
116,397

$
124,914

$
93,082
Ceded premiums

(67,387)

(72,166)

(117,926)

(83,095)
Net premiums

$
54,153

$
44,231

$
6,988

$
9,987


	Three Months Ended March 31,
	2024				2023
	Written		Earned		Written		Earned
Direct premiums	$	75,104	$	108,588	$	96,873	$	114,824
Ceded premiums	(30,329)		(36,363)		2,266		(74,674)
Net premiums	$	44,775	$	72,225	$	99,139	$	40,150

Six Months Ended June 30,

2023

2022

Written

Earned

Written

Earned
Direct premiums

$
218,413

$
231,221

$
212,037

$
177,400
Ceded premiums

(65,121)

(146,840)

(178,562)

(154,822)
Net premiums

$
153,292

$
84,381

$
33,475

$
22,578

Table of Contents

Our 2023 third-party quota share program was placed at a reduced ceding percentage as compared to the 2022 program, which resulted in a portfolio transfer and lower ceded written premiums in the six months ended June 30, 2023.

The effects of reinsurance on incurred losses and loss adjustment expense (“LAE”) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022
Direct losses and LAE

$
137,591

$
74,617

$
227,606

$
142,838
Ceded losses and LAE

(66,442)

(60,133)

(113,598)

(119,106)
Net losses and LAE

$
71,149

$
14,484

$
114,008

$
23,732


	Three Months Ended March 31,
	2024		2023
Direct losses and LAE	$	79,416	$	90,015
Ceded losses and LAE	(10,483)		(47,156)
Net losses and LAE	$	68,933	$	42,859

The detail of reinsurance balances due is as follows:

June 30, 2023

December 31, 2022
Ceded unearned premium

$
147,297

$
203,157
Losses and LAE reserve

89,296

76,999
Reinsurance recoverable

29,260

18,765
Other

6,614

139
Reinsurance balance due

$
272,467

$
299,060


	March 31, 2024		December 31, 2023
Ceded unearned premium	$	41,899	$	50,697
Losses and LAE reserve	18,556		19,911
Reinsurance recoverable	14,637		12,629
Other	327		345
Reinsurance balance due	$	75,419	$	83,582

Terminated Reinsurance Contract

During the second quarter of 2023, HOA discovered that Vesttoo Ltd (“Vesttoo”), which arranged capital for one of our reinsurance contracts, faced allegations of fraudulent activity in connection with collateral it provided to HOA and certain other third parties, which allegations have since been confirmed. We have communicated and met with regulators and other key stakeholders regarding the evolving situation. This reinsurance agreement provided partial quota share coverage as well as up to approximately $175 million in a catastrophic event.

As a result of its findings, and in accordance with the terms of the reinsurance agreement, HOA terminated the associated contract on August 4, 2023, with an effective date of July 1, 2023. Had the contract not been terminated, the contract would have expired on December 31, 2023, and HOA would have been contracted to pay approximately $20 million in additional premium payments during July through December 2023. Following the effective date of the termination, HOA seized available liquid collateral in the amount of approximately $47.6 million from a reinsurance trust, of which HOA was the beneficiary and recognized a charge of $36.0 million in provision for doubtful accounts in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023. In addition, HOA is evaluating and intends to pursue all available legal claims and remedies to enforce its rights under the letter of credit required by the reinsurance agreement in the amount of $300 million as additional collateral. We are also seeking recovery of all losses and damages incurred as a result of terminating the reinsurance agreement due to allegations of fraudulent activity by third parties.

On January 19, 2024, we entered into a five-year business collaboration agreement with Aon Corp. and Aon Re, Inc. ("Aon"), resulting in payments to us of approximately $25 million in January 2024 and additional cash payments through the end of the contract term. Of the cash payments that we have or will receive through the end of the contract term, $8.7 million is non-refundable and immediately recognized in other income, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. A portion of the remaining amount is potentially refundable to Aon if we breach the agreement, including if we directly or indirectly place reinsurance with brokers unaffiliated with Aon, subject to customary cure rights. The remaining amount will be recognized in other income, net, over the term of the agreement. As part of this agreement, Aon and Porch also signed a mutual release of claims arising from the Vesttoo fraud. Porch has not released any claims against non-Aon parties related to these matters and intends to vigorously pursue recovery. In addition to this arrangement, we have also received cash recoveries from other parties in the amount of $3.0 million during the three months ended March 31, 2024.

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

Note 11. Unpaid Losses and Loss Adjustment Reserve

The following table summarizes the changes in the reserve balances for unpaid losses and LAE, gross of reinsurance, for the ~~six~~three months ended ~~June 30, 2023:~~March 31, 2024:


Reserve for unpaid losses and LAE at December 31, 2023	$	95,503
Reinsurance recoverables on losses and LAE at December 31, 2023	(19,808)
Reserve for unpaid losses and LAE reserve, net of reinsurance recoverables at December 31, 2023	75,695
Add provisions (reductions) for losses and LAE occurring in:
Current year	67,135
Prior years	1,798
Net incurred losses and LAE during the current year	68,933
Deduct payments for losses and LAE occurring in:
Current year	(19,242)
Prior years (1)	(31,382)
Net claim and LAE payments during the current year	(50,624)

Reserve for losses and LAE, net of reinsurance recoverables at March 31, 2024	94,004
Reinsurance recoverables on losses and LAE at March 31, 2024	(18,556)
Reserve for unpaid losses and LAE at March 31, 2024	$	112,560

(1)

Reserve for unpaid losses and LAE, at December 31, 2022

$
100,632
Reinsurance recoverables on losses and LAE

(76,999)
Reserve for unpaid losses and LAE reserve, net of reinsurance recoverables at December 31, 2022

23,633
Add provisions (reductions) for losses and LAE occurring in:

Current year

110,624
Prior years

3,384
Net incurred losses and LAE during the current year

114,008
Deduct payments for losses and LAE occurring in:

Current year

(44,510)
Prior years

(16,718)
Net claim and LAE payments during the current year

(61,228)
Reserve for losses and LAE, net of reinsurance recoverables, at end of period

76,413
Reinsurance recoverables on losses and LAE

89,296
Reserve for unpaid losses and LAE at June 30, 2023

$
165,709

Also includes certain charges related to Vesttoo (see Note 10).

As a result of additional information on claims occurring in prior years becoming available to management, changes in estimates of provisions of losses and loss adjustment expenses were made resulting in an increase of ~~$3.4~~$1.8 million for the ~~six~~three months ended ~~June 30, 2023.~~

March 31, 2024.

Note 12. Other Income (Expense), Net

The following table details the components of other income, net, on the Condensed Consolidated Statements of Operations and Comprehensive Loss:

Three Months Ended March 31,
2024 2023
Interest income $ 434 $ 720
Gain on settlement of contingent consideration 14,930 —
Loss on sale of business (5,244) —
Recoveries of losses on reinsurance contracts 12,570 —
Other, net (12) 42
Other income, net $ 22,678 $ 762

Note 13. Income Taxes

Benefit (provision) for income taxes for the three months ended March 31, 2024, and 2023, were $(0.2) million and $0.1 million, respectively, and the effective tax rates for these periods were (1.4)% and 0.3%, respectively. The difference between our effective tax rates for the 2024 and 2023 periods and the U.S. statutory rate of 21% was primarily due to a full valuation related to our net deferred tax assets.

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Note 14. Commitments and Contingencies

From time to time we are or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is ~~both~~ probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, we are unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities we have recorded in the financial statements covering these matters. We review our estimates periodically and make adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter.

Cases under Telephone Consumer Protection Act

Porch and/or an acquired entity, GoSmith.com, are party to ~~twelve~~a legal ~~proceedings~~proceeding alleging violations of the automated calling and/or internal and National Do Not Call restrictions of the Telephone Consumer Protection Act of 1991 and a related Washington state law claim. The proceedings were commenced as thirteen separate mass tort actions brought by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States. One of the actions was dismissed with prejudice and ~~was~~ appealed to the Ninth Circuit Court of Appeals. ~~On October 12, 2022, in a split decision,~~While the ~~Ninth Circuit Court of Appeals reversed. The~~appeal was pending, the remaining cases were consolidated in the United States District Court for the Western District of Washington, where Porch resides. On October 12, 2022, in a split decision, the Ninth Circuit Court of Appeals reversed. Following remand, that case was also consolidated with the Western District of Washington action. Plaintiffs then filed a motion for leave to file a second amended complaint, which was granted in part and ~~is due to be~~denied in part. The Second Amended Complaint was filed in July 2023. In September 2023, Defendants filed a Motion to Strike the Second Amended Complaint; this motion was denied. Defendants’ ~~motion~~Motion to ~~dismiss~~Dismiss was filed on February 15, 2024 and is ~~due September 2023.~~fully briefed and awaiting a decision. The ~~case~~parties’ filed a required Joint Status Report and Discovery Plan on February 16, 2024. Discovery is ~~otherwise~~ stayed ~~pending resolution of the defendants’ forthcoming motion.~~until Defendants’ Motion to Dismiss is decided. Plaintiffs seek actual, statutory, and/or treble damages, injunctive relief, and reasonable attorneys’ fees and costs.

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

~~These actions are~~ The action is at an early stage in the litigation process. It is not possible to determine the likelihood of an unfavorable outcome of these disputes, although it is reasonably possible that the outcome of these actions may be unfavorable. Further, it is not possible to estimate the range or amount of potential loss (if the outcome should be unfavorable). We intend to contest ~~these cases~~this case vigorously.

Other

In addition, in the ordinary course of business, ~~Porch Group~~we and ~~its~~our subsidiaries are (or may become) parties to litigation involving property, personal injury, contract, intellectual property and other claims, as well as stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. Although the results of legal proceedings and claims cannot be predicted with certainty, neither ~~Porch Group~~we nor any of ~~its~~our subsidiaries isare currently a party to any legal proceedings the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on ~~the~~our business, financial condition or results of operations.

~~13.~~

Note 15. Business ~~Combinations~~

Disposition

On ~~April 1, 2022,~~January 31, 2024, we ~~entered into a stock and membership interest purchase agreement with Residential Warranty Services~~sold our insurance agency, Elite Insurance Group (“~~RWS”~~EIG”) ~~to acquire its home warranty and inspection software and services businesses. On that date,~~. The estimated price is $12.2 million of which we ~~completed the acquisition of substantially all of the operations of RWS except for those in Florida and California, which were subject to certain regulatory and other approvals.~~

~~The acquisitions of the Florida and California operations were closed on March 17, 2023. We paid approximately $2.1~~have received $10.3 million in cash ~~to acquire $0.2~~and recorded a receivable of $1.8 million as of ~~cash and current assets and $0.2 million of customer relationships with~~March 31, 2024. We recorded an estimated ~~useful life~~loss of ~~three years.~~$5.2 million in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The ~~estimated value~~final price and amount of loss on sale will be determined after post-closing adjustments have been finalized, which is expected to occur in the ~~customer relationships intangible asset was calculated using the income approach.~~

~~The aggregate transaction costs~~second quarter of $0.1 million are primarily comprised of legal and due diligence fees and are included in general and administrative expenses on the unaudited condensed consolidated statements of operations. The results of operations for each acquisition are included in our consolidated financial statements from the date of acquisition onwards.

~~14.~~2024.

Note 16. Segment Information

We have two reportable segments that are also our operating segments: Vertical Software and Insurance. Reportable segments were identified based on how the chief operating decision-maker (“CODM”) manages the business, makes operating decisions, and evaluates operating and financial performance. Our chief executive officer acts as the CODM and reviews financial and operational information for ~~the two~~our reportable segments. Operating segments are components of an enterprise for which separate discrete financial information is available and operational results are regularly evaluated by the CODM for the purposes of making decisions regarding resource allocation and assessing performance.

~~The~~

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Our Vertical Software segment ~~primarily consists of a vertical software platform for the home that~~ provides software and services to ~~home services companies such as home inspectors,~~inspection, mortgage, ~~companies~~ and ~~loan officers,~~ title companies on a subscription and transactional basis, which was 62% of total vertical software revenue, and move and post-move services, which was 38% of total vertical software revenue for the three months ended March 31, 2024. The Vertical Software segment operates as several key businesses, including inspection software and services, title insurance software, mortgage software, moving ~~companies, real estate agents, utility companies,~~services, mover and ~~individuals.~~

homeowner marketing, and measurement software for roofers.

Our Insurance segment provides consumers with insurance and warranty products to protect their homes, earning revenue through premiums collected on policies, policy fees and commissions. The Insurance segment ~~operates both as an~~includes Homeowners of America (“HOA”), a wholly owned insurance carrier, ~~underwriting home insurance policies~~Porticus Reinsurance (“Porticus RE”), our Cayman Islands captive reinsurer, and ~~as an agent selling home and auto insurance. The Insurance segment also includes~~Porch Warranty, among other warranty ~~service offerings and a captive reinsurance provider.~~

brands.

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

The following table summarizes revenue by segment.


	Three Months Ended March 31,
	2024		2023
Vertical Software	$	27,495	$	28,627
Insurance	87,948		58,742
Total revenue	$	115,443	$	87,369

Three Months Ended June 30,

Six Months Ended June 30,


2023

2022

2023

2022
Vertical Software

$
34,435

$
42,540

$
63,062

$
76,944
Insurance

64,330

28,375

123,072

57,538
Total revenue

$
98,765

$
70,915

$
186,134

$
134,482

Our segment operating and financial performance measure is Segment Adjusted EBITDA (Loss). Segment Adjusted EBITDA (Loss) is defined as revenue less the following expenses associated with each segment: cost of revenue, ~~sales~~selling and marketing, product and technology, and general and ~~administrative expenses, and provision for doubtful accounts.~~administrative. Segment Adjusted EBITDA (Loss) also excludes non-cash items or items that management does not consider reflective of ongoing core operations.

We do not allocate shared expenses to the reportable segments. These expenses are included in the “Corporate and other” row in the following reconciliation. “Corporate and other” includes shared expenses such as ~~sales~~selling and marketing; certain product and technology; accounting; human resources; legal; general and administrative; and other income, expenses, gains, and losses that are not allocated in assessing segment performance due to their function. Such transactions are excluded from the reportable segments’ results but are included in consolidated results.

The reconciliation of Segment Adjusted EBITDA (Loss) to consolidated ~~loss from operations~~“Operating loss” below includes the effects of corporate and other items that the CODM does not consider in assessing segment performance.


	Three Months Ended March 31,
	2024		2023
Segment Adjusted EBITDA (Loss):
Vertical Software	$	1,123	$	(396)
Insurance	(2,885)		(7,185)
Subtotal	(1,762)		(7,581)
Reconciling items:
Corporate and other	(15,026)		(14,301)
Depreciation and amortization	(6,317)		(6,015)
Impairment loss on intangible assets and goodwill	—		(2,021)

Stock-based compensation expense	(5,368)		(6,894)
Other non-operating income	(1,176)		—
Restructuring costs (1)	(157)		(984)
Acquisition and other transaction costs	(167)		(128)

Change in fair value of contingent consideration	(1,051)		154
Investment income and realized gains	(3,644)		(758)

Operating loss	$	(34,668)	$	(38,528)

(1)Primarily consists of costs related to forming a reciprocal exchange.

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

~~The following table provides financial information for the two reportable segments and a reconciliation to consolidated financial information for the periods presented.~~

Three Months Ended June 30,

Six Months Ended June 30,


2023

2022

2023

2022
Segment Adjusted EBITDA (Loss):

Vertical Software

$
1,816

$
5,652

$
1,420

$
8,536
Insurance

(31,181)

(5,609)

(38,366)

(5,394)
Subtotal

(29,365)

43

(36,946)

3,142
Reconciling items:

Corporate and other

(13,769)

(15,048)

(28,070)

(28,503)
Depreciation and amortization

(6,214)

(6,416)

(12,229)

(12,899)
Non-cash stock-based compensation expense

(6,404)

(9,702)

(13,298)

(15,556)
Restructuring costs

(1,093)

—

(2,077)

—
Acquisition and other transaction costs

(258)

(357)

(386)

(1,322)
Impairment loss on intangible assets and goodwill

(55,211)

—

(57,232)

—
Loss on reinsurance contract (1)

(48,244)

—

(48,244)

—
Non-cash losses and impairment of property, equipment and software

(254)

—

(254)

(70)
Revaluation of contingent consideration

2,656

(1,481)

2,810

(4,686)
Investment income and realized gains

(1,249)

(243)

(2,007)

(440)
Non-cash bonus expense

—

1,526

—

—
Operating loss

$
(159,405)

$
(31,678)

$
(197,933)

$
(60,334)

⁽¹⁾~~See Note 16.~~

The CODM does not review assets on a segment basis.

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All of our revenue is generated in the United States except for an immaterial amount. As of ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, we did not have material assets located outside of the United States.

~~15.~~Note 17. Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders ~~is presented in conformity with the two-class method required for participating securities.~~

~~Under the two-class method, basic net loss per share attributable to common stockholders~~and is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, RSUs, PRSUs, RSAs, convertible notes, earnout shares, and warrants. As we have reported losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share.

~~Table of Contents~~

~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

The following table summarizes the computation of basic and diluted net loss attributable per share to common stockholders for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~

2023:


	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss used to compute net loss per share - basic and diluted	$	(13,362)	$	(38,740)

Denominator:
Weighted average shares outstanding used to compute net loss used to compute net loss per share - basic and diluted	97,512		95,210

Net loss per share - basic and diluted	$	(0.14)	$	(0.41)

Three Months Ended June 30,

Six Months Ended June 30,


2023

2022

2023

2022
Numerator:








Net loss used to compute net loss per share - basic and diluted:

$
(86,963)

$
(27,325)

$
(125,703)

$
(36,610)

Denominator:








Weighted average shares outstanding used to compute loss per share - basic and diluted:

95,731,850

97,142,163

95,472,277

96,611,294

Loss per share - basic and diluted

$
(0.91)

$
(0.28)

$
(1.32)

$
(0.38)

The following table discloses securities that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for the periods presented:

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022
Stock options

3,717,192

4,429,426

3,717,192

4,429,426
Restricted stock units and awards

9,188,678

5,331,673

9,188,678

5,331,673
Performance restricted stock units

4,055,997

1,825,719

4,055,997

1,825,719
Public and private warrants

1,795,700

1,795,700

1,795,700

1,795,700
Earnout shares

2,050,000

2,050,000

2,050,000

2,050,000
Convertible debt⁽¹⁾

22,330,903

16,998,130

22,330,903

16,998,130
Contingently issuable shares in connection with acquisitions⁽²⁾

13,969,860

2,792,457

13,969,860

2,792,457


	Three Months Ended March 31,
	2024	2023
Stock options	3,382	3,735
Restricted stock units and awards	7,335	4,994
Performance restricted stock units	3,754	1,223
Public and private warrants	1,796	1,796
Earnout shares (1)	—	2,050
Convertible debt (2)	22,011	16,998
Contingently issuable shares in connection with acquisitions (3)	—	13,958

(1)Earnout shares expired on December 23, 2023, without vesting and were subsequently cancelled.

⁽¹⁾(2)In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions ~~allow us to purchase~~impact the number of shares ofthat may be issued by effectively increasing our ~~common stock at a strike~~conversion price offrom $25 per share to approximately $37.74, which ~~is equal to the conversion price~~would result in approximately 6 million potentially dilutive shares instead of the ~~2026 Notes and 2028 Notes. The capped call transactions are designed to limit the amount~~shares reported in this table as of dilution of our common stock upon conversion of the notes. The maximum number of shares purchasable by us under the capped call transactions is 16,998,130. The options that underly the capped call transactions expire on September 15, 2026.

⁽²⁾March 31, 2024.

(3)In connection with the ~~acquisitions~~acquisition of Floify, we issued shares as partial closing consideration and ~~HOA,~~guaranteed that the value of those shares would equal or exceed 200% of such price on or prior to December 31, 2024. If the value of those shares did not equal or exceed 200% of their value, we ~~provided an obligation~~would have been obligated to ~~issue a certain amount of~~settle any differences in cash, Porch common stock, or combination thereof. On March 27, 2024, we entered into a settlement agreement to settle a post-closing dispute. As part of this agreement, the ~~extent specified market conditions are met~~sellers of Floify agreed to terminate this obligation in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period.

full.

~~16. Subsequent Events~~

In the third quarter of 2023, HOA, a subsidiary of Porch Group, discovered that Vesttoo Ltd (“Vesttoo”), which arranged capital for one of our reinsurance contracts, faced allegations of fraudulent activity in connection with collateral it provided to HOA and certain other third parties. We immediately began investigating the rapidly evolving situation and have been moving quickly to analyze the impact on our business. Additionally, we have communicated and met with

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~~PORCH GROUP, INC.~~

~~Notes to Condensed Consolidated Financial Statements – Continued~~

~~(Unaudited)~~

~~(all numbers in thousands, except share amounts and unless otherwise stated)~~

regulators and other key stakeholders regarding the evolving situation. This reinsurance agreement provided partial quota share coverage as well as up to approximately $175 million in a catastrophic event.

As a result of its findings, and in accordance with the terms of the reinsurance agreement, HOA terminated its reinsurance contract with the reinsurer on August 4, 2023, with an effective date of July 1, 2023. Had the contract not been terminated, the contract would have expired on December 31, 2023. Following the effective date of the termination, HOA seized available liquid collateral in the amount of approximately $47.6 million from a reinsurance trust, of which HOA was the beneficiary. In addition, HOA is evaluating and intends to pursue all available legal claims and remedies to enforce its rights under the letter of credit required by the reinsurance agreement in the amount of $300 million as additional collateral, and to seek recovery of all losses and damages incurred as a result of terminating the reinsurance agreement due to allegations of fraudulent activity by third parties.

We concluded this subsequent event provides additional evidence about conditions that existed at the balance sheet date and accounted for it as a recognized subsequent event. Since the Company’s request to draw on the letter of credit was not fulfilled and advisors to the issuing bank have alleged the letter of credit is invalid, we recognized a charge of $48.2 million in provision for doubtful accounts in the unaudited condensed consolidated statements of operations, calculated as the net asset due under the reinsurance contract (as we have the legal right of offset) of $95.8 million as of June 30, 2023, before adjustment, less the $47.6 million collateral received from a trust in July 2023. Following the provision for doubtful accounts recognized for the three months ended June 30, 2023, the net assets on the unaudited condensed consolidated balance sheet at June 30, 2023, is equal to the ~~$47.6 million collected from the trust in July 2023.~~

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This ~~Quarterly Report~~quarterly report on Form 10-Q (this “Quarterly Report”) and the documents incorporated herein by reference contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although ~~the Company believes~~we believe that ~~its~~our plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, ~~the Company~~we cannot assure you that itwe will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, ~~assumptions,~~ and ~~other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.~~assumptions. Generally, statements that are not historical facts, including statements concerning ~~the Company’s~~our possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words ~~“believes,~~“believe,” ~~“estimates,~~“estimate,” ~~“expects,~~“expect,” ~~“projects,~~“project,” ~~“forecasts,~~“forecast,” “may,” “will,” “should,” ~~“seeks,~~“seek,” ~~“plans,~~“plan,” “scheduled,” ~~“anticipates,~~“anticipate,” ~~“intends,~~“intend,” or similar expressions.

~~These~~

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date herein. Unless specifically indicated otherwise, the forward-looking statements ~~are based upon estimates~~in this Quarterly Report do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that have not been completed as of the date of this filing. You should understand that the following important factors, among others, could affect our future results and ~~assumptions that, while considered reasonable by the Company and its management at the time they are made, are inherently uncertain. Factors that may~~could cause ~~actual~~those results or other outcomes to differ materially from ~~current expectations include, but are not limited to: (1)~~ those expressed or implied in our forward-looking statements:

•expansion plans and opportunities, and managing growth, to build a consumer brand; ~~(2)~~

•the incidence, frequency, and severity of weather events, extensive wildfires, and other catastrophes; ~~(3)~~

•economic conditions, especially those affecting the housing, insurance, and financial markets; ~~(4)~~

•expectations regarding revenue, cost of revenue, operating expenses, and the ability to achieve and maintain future profitability; ~~(5)~~

•existing and developing federal and state laws and regulations, including with respect to insurance, warranty, privacy, information security, data protection, and taxation, and management’s interpretation of and compliance with such laws and regulations; ~~(6) the Company’s~~

•our reinsurance program, which includes the use of a captive reinsurer, the success of which is dependent on a number of factors outside management’s control, along with reliance on reinsurance to protect against loss; ~~(7)~~

•the ~~Company’s~~uncertainty and significance of the known and unknown effects on our insurance carrier subsidiary, Homeowners of America Insurance Company (“HOA”), and us due to the termination of a reinsurance contract following of fraud committed by Vesttoo Ltd. (“Vesttoo”), including, but not limited to, the outcome of Vesttoo’s Chapter 11 bankruptcy proceedings; our ability to successfully pursue claims arising out of the fraud, the costs associated with pursuing the claims, and the timeframe associated with any recoveries; HOA's ability to obtain ~~supplemental reinsurance coverage (whether from Porch Group, third parties, or a combination thereof) in order to~~and maintain adequate reinsurance coverage against excess ~~losses~~losses; HOA’s ability to stay out of regulatory supervision and ~~to satisfy regulatory or rating agency requirements, following the termination of~~maintain its reinsurance contract with one of its external reinsurers due to allegations of fraudulent activity committed by such reinsurer, and uncertainty of the extent and significance of any effects on HOA and the Company due to such termination; ~~(8)~~ financial stability rating;

•uncertainties related to regulatory approval of insurance rates, policy forms, insurance products, license applications, acquisitions of businesses, or strategic initiatives, including the reciprocal restructuring, and other matters within the purview of insurance regulators; ~~(9)~~

•reliance on strategic, proprietary relationships to provide ~~the Company~~us with access to personal data and product information, and the ability to use such data and information to increase transaction volume and attract and retain customers; ~~(10)~~

•the ability to develop new, or enhance existing, products, services, and features and bring them to market in a timely manner; ~~(11)~~

•changes in capital requirements, and the ability to access capital when needed to provide statutory surplus; ~~(12)~~

•our ability to timely repay our outstanding indebtedness;

•the increased costs and initiatives required to address new legal and regulatory requirements arising from developments related to cybersecurity, privacy, and data governance and the increased costs and initiatives to protect against data breaches, cyber-attacks, virus or malware attacks, or other infiltrations or incidents affecting system integrity, availability, and performance; ~~(13)~~

•retaining and attracting skilled and experienced employees; ~~(14)~~

•costs related to being a public company; and ~~(15)~~

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•other risks and uncertainties discussed in Part I,II, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, ~~2022, and in Part II, Item 1A, “Risk Factors,” in our Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2023, as well as those discussed elsewhere in this report ~~including in Part II, Item 1A, “Risk Factors,”~~ and in subsequent reports filed with the Securities and Exchange Commission (“SEC”), all of which are available on the SEC’s website at ~~www.sec.gov~~.

www.sec.gov.

~~Nothing~~

We caution you that the foregoing list may not contain all the risks to forward-looking statements made in this Quarterly Report ~~or the documents incorporated herein by reference~~on Form 10-Q.

You should ~~be regarded~~not rely upon on forward-looking statements as ~~a representation by any person that~~predictions of future events. We have based the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report. Unless specifically indicated otherwise, the forward-looking statementscontained in this Quarterly Report ~~do not reflect the potential impact~~on Form 10-Q primarily on our current expectations and projections about future events and trends we believe may affect our business, financial condition, results of ~~any divestitures, mergers, acquisitions, or other business combinations that have not been completed as~~operations and prospects. The outcome of the ~~date of this Quarterly Report. The Company does not undertake any duty to update~~events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described above and elsewhere in this Quarter Report on Form 10-Q. We disclaim any obligation to update publicly any forward-looking statements, whether ~~as a result of changed circumstances,~~in response to new information, future events, or otherwise, except as ~~may be~~ required by applicable law.

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The information included in this management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report, and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report for the year ended December 31, 2022.

Additionally, the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2022 have been revised to correct prior period errors as discussed in Note 20 “Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements” to the consolidated financial statements included in Part II, Item 8, of the Company’s Annual Report for the year ended December 31, 2022. Accordingly, this Management’s Discussion and Analysis of Financial Condition and Results of Operations reflects the effects of the revisions.

Business Overview

Porch Group, Inc., together with its consolidated subsidiaries, (“Porch ~~Group”, “Porch” or~~Group,” “Porch,” the “Company,” “we,” “our,” “us”)~~, the~~ is a leading homeowners insurance and vertical software platform and is ~~a values-driven company whose mission is~~positioned to ~~simplify~~be the ~~home~~best partner to help homebuyers move, maintain, and fully protect their homes. We offer differentiated products and services, with homeowners insurance at the ~~center.~~ center of this relationship.

We ~~provide software~~differentiate and look to win in the massive and growing homeowners insurance opportunity by 1) providing the best services for homebuyers, 2) led by advantaged underwriting in insurance, 3) to protect the whole home.

As a leader in the home services software-as-a-service (“SaaS”) space, we’ve built deep relationships with approximately ~~30,700 home service providers including~~30 thousand companies that are key to the home-buying transaction, such as home inspectors, mortgage ~~brokers, title~~ companies, and ~~moving~~title companies.

We have grown the utilization our software products across these industries. These relationships provide us with early insights to a majority of United States (“U.S.”) homebuyers. In partnership with these companies, we have the ability to help simplify the ~~home closing process and the~~ move ~~by providing high-value~~for consumers with services ~~including homeowners insurance, warranties, and ongoing support with our app which saves consumers time and helps them make better decisions.To achieve this, we hire and retain great people, invest in the right opportunities, and leverage our unique capabilities~~ such as ~~early and privileged access to homebuyers and deep insight into properties.~~

~~We make the moving process easier for homebuyers by helping them save time and make better decisions about critical services, including~~ insurance, warranty, moving ~~security, TV/Internet, home repair~~ and ~~improvement.~~ more.

We provide full protection for the home ~~and personal property insurance policies through our own underwriting operations in 21 states and across the U.S. with our wholly owned insurance agency.~~

~~Our multi-faceted value proposition resonates with a broad customer demographic, regardless of home price, income level, geographic location or age. We acquire our customers through~~by including a variety of ~~channels, including at~~home warranty products alongside homeowners insurance. We are able to fill the ~~time~~gaps of ~~a real estate transaction through third parties, direct-to-consumer (“DTC”),~~protection for consumers, minimize surprises, and ~~leads from other Porch Group businesses.~~

deepen our relationships and value proposition.

We have two reportable segments that are also our operating segments: ~~the~~ Vertical Software ~~segment~~ and ~~the Insurance segment.~~

Insurance.

Vertical Software —Our Vertical Software segment provides software and services to ~~home~~inspection, mortgage, and title companies on a subscription and transactional basis, which was 62% of total vertical software revenue, and move and post-move services, companies. Through these relationships, we earn fees, and gain a competitive advantage through unique and early access to homebuyers and homeowners. This early access allows us to assist homebuyers and homeowners with critical moving services. In turn, our platform drives demandwhich was 38% of total vertical software revenue for ~~other services.~~the three months ended March 31, 2024. The Vertical Software segment ~~has three types of customers: (1) home services companies, such~~operates as ~~home inspectors, mortgage companies and loan officers, and title companies, for whom we provide~~several key businesses, including inspection software and services, ~~to help them make their businesses run more efficiently~~title insurance software, mortgage software, moving services, mover and ~~grow; (2) consumers, such as homebuyers~~homeowner marketing, and homeowners, whom we assist with the comparison and provision of various home services, such as moving, security, TV/Internet, and home repair and improvement; and (3) service providers, such as moving companies, security companies, title companies, mortgage companies and TV/Internet providers, who pay usmeasurement software for ~~new customer sign-ups.~~

roofers.

Insurance — Our Insurance segment ~~offers various property-related~~provides consumers with insurance ~~policies~~and warranty products to protect their homes, earning revenue through ~~our risk-bearing carrier, independent agency, and risk-bearing home warranty companies. We earn insurance policy~~ premiums collected ~~from insured homeowners for our insurance products,~~on policies, policy fees ~~when policies are sold~~ and renewed, and commissions when we cede premiums to reinsurance companies. Additionally, when we sell a homeowner an insurance policy through a carrier other than our own, these third-party insurance companies pay new business and renewal commissions to our insurance agency.commissions. The Insurance segment ~~also~~ includes ~~home~~Homeowners of America (“HOA”), a wholly owned insurance carrier, Porticus Reinsurance (“Porticus RE”), our Cayman Islands captive reinsurer, and Porch Warranty, among other warranty ~~from which we receive premiums paid by homeowners~~brands.

The financial information herein should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023, contained in our ~~home warranty products.~~

Annual Report on Form 10-K for the year ended December 31, 2023, and the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report.

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Key Performance Measures and Operating Metrics

In the management of these businesses, we identify, measure and evaluate various operating metrics. The key performance measures and operating metrics used in managing the businesses are discussed below. These key performance measures and operating metrics are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and may not be comparable to or calculated in the same way as other similarly titled measures and metrics used by other companies.

The following table summarizes operating metrics for each of the quarterly periods indicated.

Three Months Ended June 30,

2023

2022

Change

Gross Written Premium (in millions)

$
143.0

$
145.0

(1)
%
Policies in Force (in thousands)

358

379

(6)
%
Annualized Revenue per Policy (unrounded)

$
517

$
286

81
%
Premium Retention Rate

104
%

102
%

Gross Loss Ratio

120
%

81
%

Average Companies in Quarter (unrounded)

30,691

28,773

7
%
Average Revenue per Account per Month in Quarter (unrounded)

$
1,073

$
822

31
%
Monetized Services in Quarter (unrounded)

244,605

333,596

(27)
%
Average Revenue per Monetized Service in Quarter (unrounded)

331

158

109
%

●

~~Gross Written Premium~~ —We define Gross Written Premium as the total premium written by our licensed insurance carrier(s) (before deductions for reinsurance); premiums from our home warranty offerings (for the face value of one year’~~s premium); and premiums of policies placed with third-party insurance companies for which we earn a commission.~~

●

~~Policies in Force~~—We define Policies in Force as the number of in-force policies at the end of the period for the Insurance segment, including policies and warranties written by us and policies and warranties written by third parties for which we earn a commission.

●

~~Annualized Revenue per Policy~~ —~~We define Annualized Revenue per Policy as quarterly revenue for the Insurance segment, divided by the number of Policies in Force in the Insurance segment, multiplied by four.~~

●

~~Premium Retention Rate~~ —~~We define Premium Retention Rate as the ratio of our insurance carrier~~’~~s renewed premiums over the last four quarters to base premiums, which is the sum of the preceding year~~’~~s premiums that either renewed or expired.~~

●

~~Gross Loss Ratio~~ —~~We define Gross Loss Ratio as ourinsurance carrier~~’~~s gross losses divided by the gross earned premium for the respective period.~~

●

~~Average Companies in Quarter~~ — We define Average Companies in Quarter as the straight-line average of the number of companies as of the end of period compared with the beginning of period across all of our home services verticals that (i) generate recurring revenue and (ii) generated revenue in the quarter. For new acquisitions, the number of companies is determined in the initial quarter based on the percentage of the quarter the acquired business is a part of Porch.

●

~~Average Revenue per Account per~~~~Month~~~~in Quarter~~ —~~We view our ability to increase revenue generated from existing customers as a key component of our growth strategy. Average Revenue per Account perMonth in Quarter is defined as the average revenue permonth generated across all home services company customer~~


	Three Months Ended March 31,
	2024			2023			% Change
Gross Written Premium (in millions)	$	83		$	115		(28)	%
Policies in Force (in thousands)	256			376			(32)	%
Annualized Revenue per Policy (unrounded)	$	1,375		$	612		125	%
Annualized Premium per Policy (unrounded)	$	1,948		$	1,468		33	%
Premium Retention Rate	90		%	107		%
Gross Loss Ratio	71		%	79		%
Average Companies in Quarter (unrounded)	29,733			30,618			(3)	%
Average Monthly Revenue per Account in Quarter (unrounded)	$	1,294		$	951		36	%
Monetized Services (unrounded)	240,557			214,097			12	%
Average Quarterly Revenue per Monetized Service (unrounded)	$	422		$	328		29	%

Gross Written Premium — We define Gross Written Premium as the total premium written by our licensed insurance carrier(s) (before deductions for reinsurance); premiums from our home warranty offerings (for the face value of one year’s premium); and premiums of policies placed with third-party insurance companies for which we earn a commission.

Policies in Force — We define Policies in Force as the number of in-force policies at the end of the period for the Insurance segment, including policies and warranties written by us and policies and warranties written by third parties for which we earn a commission.

Annualized Revenue per Policy — We define Annualized Revenue per Policy as quarterly revenue for the Insurance segment, divided by the number of Policies in Force in the Insurance segment, multiplied by four.

Annualized Premium per Policy — We define Annualized Premium per Policy as the total direct earned premium for HOA, our insurance carrier, divided by the number of active insurance policies at the end of the period, multiplied by four.

Premium Retention Rate — We define Premium Retention Rate as the ratio of our insurance carrier’s renewed premiums over the last four quarters to base premiums, which is the sum of the preceding year’s premiums that either renewed or expired.

Gross Loss Ratio — We define Gross Loss Ratio as our insurance carrier’s gross losses divided by the gross earned premium for the respective period on an accident year basis.

Average Companies in Quarter — We define Average Companies in Quarter as the straight-line average of the number of companies as of the end of period compared with the beginning of period across all of our home services verticals that (i) generate recurring revenue and (ii) generated revenue in the quarter. For new acquisitions, the number of companies is determined in the initial quarter based on the percentage of the quarter the acquired business is a part of Porch.

Average Monthly Revenue per Account in Quarter — We view our ability to increase revenue generated from existing customers as a key component of our growth strategy. Average Monthly Revenue per Account in Quarter is defined as the average revenue per month generated across all home services company customer accounts in a quarterly period. Average Monthly Revenue per Account in Quarter is derived from all customers and total revenue.

Monetized Services — We connect consumers with home services companies nationwide and offer a full range of products and services where homeowners can, among other things: (1) compare and buy home insurance policies (along with auto, flood and umbrella policies) and warranties with competitive rates and coverage; (2) arrange for a variety of services in connection with their move, from labor to load or unload a truck to full-service, long-distance moving services; (3) discover and install home automation and security systems; (4) compare internet and television options for their new home; (5) book small handyman jobs at fixed, upfront prices with guaranteed quality; and (6) compare bids from home

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~~accounts in a quarterly period. Average Revenue per Account perMonth in Quarter is derived from all customers and total revenue.~~

improvement professionals who can complete bigger jobs. We track the number of monetized services performed through our platform each quarter and the revenue generated per service performed in order to measure market penetration with homebuyers and homeowners and our ability to deliver high-revenue services within those groups. Monetized Services is defined as the total number of services from which we generated revenue, including, but not limited to, new and renewing insurance and warranty customers, completed moving jobs, security installations, TV/Internet installations or other home projects, measured over the period.

●

~~Monetized Services in Quarter~~ — ~~We connect consumers with home services companies nationwide and offer a full range of products and services where homeowners can, among other things: (1)compare and buy home insurance policies (along with auto, flood and umbrella policies) and warranties with competitive rates and coverage; (2)arrange for a variety of services in connection with their move, from labor to load or unload a truck to full-service, long-distance moving services; (3)discover and install home automation and security systems; (4)compare internet and television options for their new home; (5)book small handyman jobs at fixed, upfront prices with guaranteed quality; and (6)~~compare bids from home improvement professionals who can complete bigger jobs. We track the number of monetized services performed through our platform each quarter and the revenue generated per service performed in order to measure market penetration with homebuyers and homeowners and our ability to deliver high-revenue services within those groups. Monetized Services in Quarter is defined as the total number of unique services from which we generated revenue, including, but not limited to, new and renewing insurance and warranty customers, completed moving jobs, security installations, TV/Internet installations or other home projects, measured over a quarterly period.

●

~~Average Revenue per Monetized Service in Quarter~~ —Average Quarterly Revenue per Monetized Service — We believe that shifting the mix of services delivered to homebuyers and homeowners toward higher revenue services is an important component of our growth strategy. Average Revenue per Monetized Services in Quarter is the average revenue generated per monetized service performed in a quarterly period. When calculating Average Revenue per Monetized Service in Quarter, average revenue is defined as total quarterly service transaction revenues generated from monetized services.

~~Recent Developments~~

~~Share Repurchases~~

~~In October 2022, our Board of Directors approved a share repurchase program authorizing management to repurchase up to $15 million~~ of our ~~common stock and/or convertible notes. Repurchases under this program were permitted~~growth strategy. Average Quarterly Revenue per Monetized Service is the average revenue generated per monetized service performed in a quarterly period. When calculating Average Quarterly Revenue per Monetized Service, average revenue is defined as total quarterly service transaction revenues generated from ~~time to time~~monetized services.

Recent Developments

Recoveries of Losses on ~~the open market between November 10, 2022, and June 30, 2023, at prevailing market prices.~~ Terminated Reinsurance Contract

During the ~~first~~second quarter of 2023, HOA discovered that Vesttoo Ltd (“Vesttoo”), which arranged capital for one of our reinsurance contracts, faced allegations of fraudulent activity in connection with collateral it provided to HOA and certain other third parties, which allegations have since been confirmed. We have communicated and met with regulators and other key stakeholders regarding the evolving situation. This reinsurance agreement provided partial quota share coverage as well as up to approximately $175 million in a catastrophic event.

There can be no guarantee or assurance that HOA will be successful in obtaining sufficient supplemental coverage. Regardless of whether additional supplemental coverage is obtained, HOA will continue to remain responsible and committed with respect to all claims and claim settlement expenses under its policies, including claims incurred but not yet reported for prior periods and claims and expenses that are no longer subject to the reimbursement rights in favor of HOA under the terminated reinsurance contract.

Debt Repurchase

In February 2024, we repurchased ~~1,396,158 shares with~~$8.0 million aggregate principal amount of our 2026 Notes. We paid $3.0 million, or 37.5% of par value, plus accrued interest. We recognized a ~~total cost~~$4.9 million gain on extinguishment of ~~$3.1~~debt, calculated as the difference between the reacquisition price and the net carrying amount of the portion of the 2026 Notes that was extinguished.

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Sales of Business

On January 31, 2024, we sold our insurance agency, Elite Insurance Group (“EIG”). The estimated price is $12.2 million ~~(including commissions).~~of which we have received $10.3 million in cash and recorded a receivable of $1.8 million as of March 31, 2024. We ~~did not repurchase any shares~~recorded an estimated loss of $5.2 million in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The final price and amount of loss on sale will be determined after post-closing adjustments have been finalized, which is expected to occur in the second quarter of ~~2023 prior to the termination of the repurchase program.~~

2024.

Reciprocal Exchange

~~On March 20,~~

In 2023, we filed an application to form and license a Texas reciprocal exchange (the “Reciprocal”) with the Texas Department of Insurance (“TDI”). If approved by the TDI, our insurance underwriting business will be conducted through the Reciprocal. A Porch subsidiary would serve as the operator (or “attorney-in-fact”) for the Reciprocal. In that role it would perform underwriting, claims, and management services for the Reciprocal and receive a management fee calculated as a percentage of its premiums. Porch subsidiaries would act as general agents for the Reciprocal and ~~Homeowners of America Insurance Company (“HOAIC”)~~HOA and would receive fees and commissions. There can be no assurance that the Reciprocal will receive regulatory approval, and if obtained, that the approval would be based on terms as proposed or subject to additional requirements that may not be acceptable to us. If the application is approved, we ~~will~~intend to launch Porch Insurance, a new brand and product to be offered by the Reciprocal, including unique benefits for consumers such as a free 90-day warranty and proprietary discounts to customers within the Porch ecosystem.

~~Convertible Notes Financing~~

~~Table~~Results of ~~Contents~~Operations

~~million of the 2026 Notes and to fund the repayment of $9.7 million outstanding under a term loan facility. The transaction delivered additional liquidity while minimizing dilution.~~

~~Weather Events~~

The second quarter is often the worst and riskiest weather quarter of the year for us. The second quarter 2023 was on track until extreme weather events occurred, including wind, thunderstorm, and hail events in Texas toward the end of the second quarter, which resulted in an estimated $5.0 billion in combined industry-wide claims. These extreme weather events compared to historic trends negatively impacted our operating results in the second quarter within the Insurance Segment by approximately $18 million, net of third-party reinsurance.

~~Subsequent Event~~

In the third quarter of 2023, Homeowners of America (“HOA”), a subsidiary of Porch Group, discovered that Vesttoo Ltd (“Vesttoo”), which arranged capital for one of our reinsurance contracts, faced allegations of fraudulent activity in connection with collateral it provided to HOA and certain other third parties. We immediately began investigating the rapidly evolving situation and have been moving quickly to analyze the impact on our business. Additionally, we have communicated and met with regulators and other key stakeholders regarding the evolving situation. The agreement with this reinsurer provided partial quota share coverage as well as up to approximately $175 million in a catastrophic event.

As a result of its findings, and in accordance with the terms of the reinsurance agreement, HOA terminated its reinsurance contract with the reinsurer on August 4, 2023, with an effective date of July 1, 2023. Had the contract not been terminated, the contract would have expired on December 31, 2023. Following the effective date of the termination, HOA seized available liquid collateral in the amount of approximately $47.6 million from a reinsurance trust, of which HOA was the beneficiary. We recognized in the second quarter a charge of $48.2 million in provision for doubtful accounts in the unaudited condensed consolidated statements of operations to reduce the net recorded balance receivable from the reinsurance contract as of June 30, 2023, to equal the $47.6 million collateral we subsequently collected from the trust in the third quarter. In addition, HOA is evaluating and intends to pursue all available legal claims and remedies to enforce its rights with respect to the letter of credit required by the reinsurance contract in the amount of $300 million as additional collateral, and to seek recovery of all losses and damages incurred as a result of terminating the reinsurance agreement due to allegations of fraudulent activity by third parties.

Although advisors to the issuing bank have alleged the letter of credit is invalid, HOA received the original letter of credit documents from one of the bank’s branches and believed its partners had performed appropriate due diligence on the bank and the letter of credit. HOA is currently seeking to understand its rights under the letter of credit.

HOA has already secured supplemental reinsurance coverage in the amount of approximately $42 million and is currently seeking additional supplemental reinsurance coverage (whether from Porch Group’s captive reinsurer, third parties or a combination thereof) in order to maintain adequate coverage in future periods against potential excess losses in the event of a severe weather event, and to satisfy regulatory and rating agency requirements. There can be no guarantee or assurance that HOA will be successful in obtaining sufficient supplemental coverage. Regardless of whether additional supplemental coverage is obtained, HOA will continue to remain responsible and committed with respect to all claims and claim settlement expenses under its policies, including claims incurred but not yet reported for prior periods and claims and expenses that are no longer subject to the reimbursement rights in favor of HOA under the terminated reinsurance contract.

Please see Note 16 in the Notes to Condensed Consolidated Financial Statements for additional details regarding the financial impacts related to the termination of this reinsurance contract. Please also see Part II, Item 1A. “Risk Factors” for specific risks related to the termination of this reinsurance contract.

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Key Factors Affecting Operating Results

We have been implementing our strategy as a vertical software platform for the home by providing software and services to approximately ~~30,700~~30 thousand pre-and-post move home service providers including inspectors, real estate, title, and mortgage companies. Our Insurance segment continues to grow in scale through both premium growth and geographic expansion. The following key factors affected our operating results in the three ~~and six~~ months ended ~~June 30, 2023:~~

●

March 31, 2024:

•We continued our insurance profitability actions by not renewing certain higher risk policies, increasing premiums per policy by 33%, and lower reinsurance ceding. These initiatives have allowed us to achieve a gross combined loss ratio of 97% and a current accident year gross loss ratio of 71%.

•We continued our cost savings initiatives by hiring highly qualified individuals to replace external contracting services.

•We had cash recoveries on terminated reinsurance contracts of approximately $28 million.

•We repurchased $8.0 million of our 2026 Convertible Notes for $3.0 million, or 37.5% of par value.

•The U.S. housing market continues to see impacts from higher interest rates, existing home inventory tightening, and affordability challenges that are impacting the ~~Vertical Software segment. For the quarter ended June30,2023, existing home sales have declined over 21% year over year.~~

●

~~During the second quarter of 2023, a series of uncommon and extreme weather events resulted in a negative impact of approximately $18 million on Adjusted EBITDA (Loss) in our Insurance segment.~~

●

In March 2023, we completed the acquisitions of the Florida and California operations of Residential Warranty Services (“RWS”). We had previously completed the acquisition of substantially all of the operations of RWS on April 1, 2022, other than the operations located in Florida and California which were delayed pending regulatory approval.

●

~~In March 2023, we filed an application for a Reciprocal Exchange with the Texas Department of Insurance (“TDI”). The application is currently being reviewed by the TDI.~~

●

We continued our insurance strategic initiatives by moving to 50% reinsurance ceding and not renewing certain higher risk policies. We are focused on improving overall underwriting performance by increasing premiums and claim deductibles where appropriate.

●

~~In February 2023, we successfully launched Porch Warranty offering.~~

●

~~Our warranty business entered new partnerships with certain businesses where we utilize a co-branded journey to provide exclusive home service offerings to utility customers, including warranties.~~

●

We continue to develop software for customers, including the expansion of our suite of solutions for customers and partners at Floify. A new module version was rolled out within Rynoh, and a new version of report writer for inspectors was launched as part of the home inspection solution.

●

~~Our moving business launched a~~ ‘~~Fixed Price~~’ ~~product which makes the moving journey simpler for moving companies and consumers.~~

●

~~We have rolled out our app to all eligible ISN companies, with the recall check monitoring being popular with consumers.~~

●

We are now approved in 11 states to use our unique data to improve risk accuracy in pricing policies for our customers. This means we can charge a lower price for policies which are low-risk and more accurately price higher risk policies.

●

~~We are expanding our distribution channels by partnering with third-party insurance agencies and sharing commissions. We send them customer leads, enabling them to access Porch~~’~~s unique and valuable customer ecosystem to grow their businesses and enabling us to expand our insurance distribution capacity.~~

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~~Basis of Presentation~~

The unaudited condensed consolidated financial statements and accompanying notes include the accounts of the Company and its consolidated subsidiaries and were prepared in accordance with GAAP. All significant intercompany accounts and transactions are eliminated in consolidation.

We operate in two operating segments: Vertical Software and Insurance. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. We have determined that our Chief Executive Officer is the CODM.

~~Components of Results of Operations~~

~~Total Revenue~~

~~We generate revenue in the following ways:~~

●

Insurance revenue in the form of insurance and warranty premiums, policy fees, commissions from reinsurers and other insurance-related fees generated through its owned insurance carrier, as well as commissions from third-party insurance carriers where we act as an independent agent;

●

~~Software and service subscription revenue generated from fees paid by companies for access to our software and provision of services;~~

●

Move and post-moved related transaction revenue – Move-related revenue through fees received for connecting homeowners to service providers during time of a move including movers, TV/Internet, warranty, and security monitoring providers; and post-move related revenue in the form of fees earned from introducing homeowners to home service professionals including handymen, plumbers, electricians, roofers, etc.

The Insurance segment includes revenue generated from various property-related insurance policies through our own risk-bearing carrier and independent agency as well as risk-bearing home warranty companies. We collect policy fees from policyholders of our own underwritten homeowners insurance products, reinsurers pay us ceding commissions when premiums are ceded from owned insurance products, revenues are earned in the form of policy premiums collected from insureds from owned insurance products, and third-party insurance companies pay our agency upfront and renewal commissions for selling their policies. The Insurance segment also includes home warranty revenue which mainly consists of premiums paid by warranty customers for our home warranty products.

The Vertical Software segment includes revenue from software and services subscription revenue, move-related transactions revenue and post-move-related transaction revenue. Software and service subscription revenue primarily relates to subscriptions to our software offerings across a number of verticals. Our subscription arrangements for this revenue stream do not provide the customer with the right to take possession of the software supporting the cloud-based application services. Our standard subscription contracts are monthly contracts in which pricing is based on a price per user or seat, or a specified price per inspection completed through the software. We also sell marketing software and services to companies who want to advertise to movers. Marketing software and service fees are primarily contractual monthly recurring billings. Fees earned for providing access to the subscription software are non-refundable and there is no right of return. Revenue is recognized based on the amount to which we are entitled for providing access to the subscription software during the monthly contract term.

Move-related transactions revenue is generated when we connect consumers with service providers including movers, TV/Internet, and security monitoring companies. We earn revenue when consumers purchase services from these third-party providers. For select moving jobs, we will select the mover, set the price, and manage the job end-to-end; here, we generate revenue based on the full job value.

~~Table of Contents~~

Post-move-related transaction revenue includes monthly fees paid by home service contractors as well as fees earned from introducing consumers to home service providers, either on a per lead, per appointment, or per job basis. Revenue generated from service providers is recognized at a point in time upon the connection of a homeowner to the service provider.

~~Total Costs and Expenses~~

~~Operating expenses~~

~~Operating expenses are categorized into five categories:~~

●

~~Cost of revenue;~~

●

~~Selling and marketing;~~

●

~~Product and technology;~~

●

~~General and administrative; and~~

●

~~Impairment loss on intangible assets and goodwill.~~

The categories of operating expenses, other than impairment loss on intangible assets and goodwill, include both cash expenses and non-cash charges such as stock-based compensation, depreciation, and amortization. Depreciation and amortization are recorded in all operating expense categories and consist of depreciation of property, equipment, and software and amortization of intangible assets.

Cost of revenue primarily consists of insurance losses and loss adjustment expenses, claims personnel costs, warranty claims, third-party providers for executing moving labor and handyman services when we are managing the job, data costs related to marketing campaigns, certain call center costs, credit card processing, and merchant fees.

Selling and marketing expenses primarily consist of payroll, employee benefits, stock-based compensation, other headcount-related costs associated with sales efforts directed toward companies and consumers, and amortization of deferred policy acquisition costs (“DAC”) of new and renewal insurance contracts. Also included are any direct costs to acquire customers such as search engine optimization, marketing costs, and affiliate and partner leads.

Selling and marketing costs are classified as either fixed or variable. Fixed selling and marketing costs primarily consist of compensation of sales management, professional fees, and software costs that do not vary with sales volumes. Variable selling and marketing costs consist of DAC amortized to expense reduced by ceding commissions paid by reinsurance companies, third-party leads, affiliates and partner leads, paid search engine optimization and marketing, advertising costs, and compensation for individuals in certain sales and marketing departments that vary with sales volumes.

Product and technology development costs primarily consist of payroll, employee benefits, stock-based compensation, other headcount-related costs associated with product development, net of costs capitalized as internally developed software. Also included are cloud computing, hosting and other technology costs, software subscriptions, professional services, and amortization of internally developed software.

General and administrative expenses primarily consist of expenses associated with functional departments for finance, legal, human resources, and executive management. The primary categories of expenses include payroll, employee benefits, stock-based compensation, other headcount-related costs, rent for office space, legal and professional fees, taxes, licenses and regulatory fees, merger and acquisition transaction costs, and other administrative costs.

Impairment loss on intangible assets and goodwill results from circumstances when the fair value of a reporting unit or asset group is less than its carrying amount. Goodwill and indefinite-lived intangible assets are subject to annual impairment assessments. All intangible assets and goodwill are also subject to impairment assessments whenever facts and circumstances indicate that these assets may be impaired. See Critical Accounting Estimates for the description of methods used to determine these impairment losses.

~~Table of Contents~~

~~Critical Accounting Estimates~~

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis these estimates, which include, but are not limited to, impairment losses on intangible assets and goodwill, estimated variable consideration for services performed, estimated lifetime value of the insurance agency commissions, current estimate for credit losses, depreciable lives for property and equipment, the valuation of and useful lives for acquired intangible assets, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation expense, unpaid losses for insurance claims and loss adjustment expenses, contingent consideration, earnout liabilities and private warrant liabilities, all of which are evaluated by management. Actual results could differ materially from those estimates, judgments, and assumptions.

At least quarterly, we evaluate estimates and assumptions and make changes accordingly. For information on our significant accounting policies, see Note 1 (Description of Business and Summary of Significant Accounting Policies) in the notes to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report.

During the three and six months ended June 30, 2023, we identified various qualitative factors with respect to long-lived assets and goodwill in our reporting units that collectively indicated that there were triggering events including a sustained decrease in stock price, increased costs due to inflationary pressures, and a deterioration of the macroeconomic environment in the ~~housing and real estate and insurance industries.~~

~~Impairment of Long-Lived Assets~~

In the first quarter of 2023, we recorded impairment charges of $2.0 million, primarily related to acquired technology, trademarks and tradenames, and customer relationships for certain businesses within our Vertical Software segment. We used an income approach to determine that the estimated fair value of the asset group was less than its carrying value. Impairment charges are included in impairment loss on intangible assets and goodwill in the unaudited condensed consolidated statements of operations.

~~Impairment of Goodwill~~

During the first and second quarters of 2023, we performed a valuation of the Vertical Software and Insurance reporting units using a combination of market and income approaches based on peer performance and discounted cash flow or dividend discount model methodologies.

~~The results of the quantitative impairment assessment as of March 31, 2023, indicated that the fair value of our Vertical Software reporting unit exceeded its carrying value~~Existing home sales have declined by ~~less than 5%, and the fair value of our Insurance reporting unit exceeded its carrying value by less than 10%.~~

The results of the quantitative impairment assessment as of June 30, 2023, indicated that the carrying value of the Insurance reporting unit exceeded its estimated fair value. As such, we determined that the goodwill allocated to the Insurance reporting unit was impaired as of June 30, ~~2023. Impairment charges of $55.2 million are included in impairment loss on intangible assets and goodwill in the unaudited condensed consolidated statements of operations~~3.5% for the three ~~and six~~ months ended ~~June 30, 2023. See Note 6~~March 31, 2024, compared to the same periods in prior year.

•ISN, Porch’s largest inspection brand, implemented price increases, following more than 20 feature enhancements.

•We are now approved in 13 states to use our unique data to improve risk accuracy in pricing policies for our customers. This means we can charge a ~~discussion of the impairment analysis.~~

The results of the quantitative impairment assessment as of June 30, 2023, indicated that the fair value of our Vertical Software reporting unit exceeded its carrying value by less than 10%. As a result, our remaining goodwill balance is atlower price for policies which are low-risk and more accurately price higher risk of future impairment. We monitor our reporting units at risk of impairment for interim impairment indicators and believe that the estimates and assumptions used in the calculations are reasonable as of June 30, 2023. We also reconcile the fair value of our reporting units to our market capitalization. Should the fair value of any of our reporting units fall below its carrying amount because of reduced operating performance, market declines including a deterioration of the macroeconomic environment in the housing and real estate or insurance industries, changes in the discount rate, or other adverse conditions, goodwill impairment charges may be necessary in future periods.

policies.

Table of Contents

~~There were no other changes~~Three Months Ended March 31, 2024, compared to the ~~critical accounting policies and estimates discussed in our Annual Report on Form 10-K.~~

~~Results of Operations~~

~~The following table summarizes our consolidated operating results for the periods indicated.~~

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

$ Change

% Change

2023

2022

$ Change

% Change

(dollar amounts in thousands)

(dollar amounts in thousands)
Revenue

$
98,765

$
70,915

$
27,850

39
%

$
186,134

$
134,482

$
51,652

38
%
Operating expenses:





Cost of revenue

81,330

29,251

52,079

178
%

132,605

54,467

78,138

143
%
Selling and marketing

34,637

29,160

5,477

19
%

67,222

55,237

11,985

22
%
Product and technology

15,495

15,777

(282)

(2)
%

29,445

30,009

(564)

(2)
%
General and administrative

22,779

28,297

(5,518)

(20)
%

48,608

54,896

(6,288)

(11)
%
Provision for doubtful accounts

48,718

108

48,610

45,009
%

48,955

207

48,748

23,550
%
Impairment loss on intangible assets and goodwill

55,211

—

55,211

—
%

57,232

—

57,232

—
%
Total operating expenses

258,170

102,593

155,577

152
%

384,067

194,816

189,251

97
%
Operating loss

(159,405)

(31,678)

(127,727)

403
%

(197,933)

(60,334)

(137,599)

228
%
Other income (expense):







Interest expense

(8,775)

(1,925)

(6,850)

356
%

(10,963)

(4,352)

(6,611)

152
%
Change in fair value of earnout liability

—

2,587

(2,587)

(100)
%

—

13,766

(13,766)

(100)
%
Change in fair value of private warrant liability

15

4,078

(4,063)

(100)
%

360

14,267

(13,907)

(97)
%
Change in fair value of derivatives

(2,950)

—

(2,950)

—
%

(2,950)

—

(2,950)

—
%
Gain on extinguishment of debt

81,354

—

81,354

—
%

81,354

—

81,354

—
%
Investment income and realized gains, net of investment expenses

1,249

243

1,006

414
%

2,007

440

1,567

356
%
Other income (expense), net

1,578

(162)

1,740

(1,074)
%

2,340

(107)

2,447

(2,287)
%
Total other income (expense)

72,471

4,821

67,650

1,403
%

72,148

24,014

48,134

200
%
Loss before income taxes

(86,934)

(26,857)

(60,077)

224
%

(125,785)

(36,320)

(89,465)

246
%
Income tax benefit (provision)

(29)

(468)

439

(94)
%

82

(290)

372

(128)
%
Net loss

$
(86,963)

$
(27,325)

$
(59,638)

218
%

$
(125,703)

$
(36,610)

$
(89,093)

243
%

~~Revenue~~

Three ~~months ended June 30,~~Months Ended March 31, 2023 ~~compared to three months ended June 30, 2022~~

Consolidated Results


	Three Months Ended March 31,
	2024		2023		$ Change		% Change

	(dollar amounts in thousands)
Revenue	$	115,443	$	87,369	$	28,074	32	%
Operating expenses:
Cost of revenue	75,844		51,275		24,569		48	%
Selling and marketing	33,948		32,585		1,363		4	%
Product and technology	13,920		13,950		(30)		—	%
General and administrative	26,399		26,066		333		1	%

Impairment loss on intangible assets and goodwill	—		2,021		(2,021)		(100)	%
Total operating expenses	150,111		125,897		24,214		19	%
Operating loss	(34,668)		(38,528)		3,860		(10)	%
Other income (expense):
Interest expense	(10,787)		(2,188)		(8,599)		393	%

Change in fair value of private warrant liability	(425)		345		(770)		(223)	%
Change in fair value of derivatives	1,483		—		1,483		N/A
Gain on extinguishment of debt	4,891		—		4,891		N/A
Investment income and realized gains, net of investment expenses	3,644		758		2,886		381	%
Other income, net	22,678		762		21,916		2,876	%
Total other income (expense)	21,484		(323)		21,807		(6,751)	%
Loss before income taxes	(13,184)		(38,851)		25,667		(66)	%
Income tax benefit (provision)	(178)		111		(289)		(260)	%
Net loss	$	(13,362)	$	(38,740)	$	25,378	(66)	%

Revenue.Total revenue increased by ~~$28~~$28.1 million, or ~~39%~~32%, from ~~$70.9~~$87.4 million in the three months ended ~~June 30, 2022,~~March 31, 2023, to ~~$98.8~~$115.4 million in the ~~same period in 2023,~~three months ended March 31, 2024, driven by revenue in our Insurance segment as a result of ~~increases in per-policy premiums and~~ lower reinsurance ~~ceding.~~ceding and an increase in average premium per policy. This increase was partially offset by a ~~19%~~4%, or ~~$8.1~~$1.1 million, decrease in revenue in our Vertical Software segment due to a ~~21%~~3.5% reduction in year-over-year industry home sales which adversely affected our moving ~~business.~~

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

~~The overall 38% increase~~business in year-to-date revenue compared to the same period last year was primarily driven by the 114%, or $65.6 million, increase in revenue in our Insurance segment as a result of higher warranty sales and renewals

particular.

~~Table of Contents~~

as well as increases in per-policy premiums and lower reinsurance ceding. This increase was partially offset by an 18%, or $13.9 million, decrease in revenue in our Vertical Software segment due to a 23% reduction in year-over-year industry home sales which adversely affected our moving business.

Cost of ~~Revenue~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

revenue. Cost of revenue increased by ~~$52.1~~$24.6 million, or ~~178%~~48%, from ~~$29.3~~$51.3 million in the three months ended ~~June 30, 2022,~~March 31, 2023, to ~~$81.3~~$75.8 million in the ~~same period in 2023.~~three months ended March 31, 2024. The ~~178%~~ increase ~~in quarter-to-date cost of revenue~~ was primarily the result of ~~increased insurance claims costs due to the extreme weather toward the end of the second quarter of 2023,~~ the reduction in reinsurance ceding ~~and the 2022 acquisition of the RWS warranty business, all~~ in the Insurance Segment. As a percentage of revenue, cost of revenue represented ~~82%~~66% of revenue in the three months ended ~~June 30, 2023,~~March 31, 2024, compared with ~~41% in the same period in 2022.~~

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

The 143% increase in year-to-date cost of revenue was primarily result of increased insurance claims costs due to catastrophic weather events toward the end of the second quarter of 2023 and the strategic reduction in reinsurance ceding in the Insurance Segment. The RWS warranty business acquired in 2022 resulted in $1.0 million additional cost of revenue in the current year-to-date period when compared to prior year. As a percentage of revenue, cost of revenue represented 71% of revenue59% in the three months ended ~~June 30, 2023, compared with 41% in the same period of 2022.~~

~~Selling and Marketing~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

~~Selling and marketing expenses increased by $5.5 million, or 19%, from $29.2 million in the three months ended June 30, 2022, to $34.6 million in the same period in~~March 31, 2023. An increase in the Insurance segment’s variable policy acquisition and marketing expenses was partially offset by a decrease in Vertical Software segment costs that were consistent with the decrease in revenue in that segment. As a percentage of revenue, selling and marketing expenses represented 35% of revenue in the three months ended June 30, 2023 compared with 41% in the same period in 2022.

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

The 22% increase in year-to-date selling and marketing expenses compared to prior year is due to higher costs in the Insurance segment’s variable policy acquisition and marketing expenses. As a percentage of revenue, selling and marketing expenses represented 36% of revenue in the current year-to-date period compared to 41% of revenue in the same period last year.

~~Product and Technology~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

Product and technology expenses decreased by $0.3 million, or 2%, from $15.8 million in the three months ended June 30, 2022, to $15.5 million in the same period in 2023. As a percentage of revenue, product and technology expenses represented 16% of revenue in the three months ended June 30, 2023, compared with 22% in the same period in 2022. The decrease is mainly due to lower depreciation and amortization expense.

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

Product and technology expenses decreased by $0.6 million, or 2%, from $30.0 million in the six months ended June 30, 2022, to $29.4 million in the same period in 2023. As a percentage of revenue, product and technology

~~Table of Contents~~

~~expenses represented 16% of revenue in the six months ended June 30, 2023, compared with 22% in the same period in 2022. The decrease is mainly due to lower depreciation and amortization expense.~~

~~General and Administrative~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

General and administrative expenses decreased by $5.5 million, or 20%, from $28.3 million in three months ended June 30, 2022, to $22.8 million in the same period in 2023, primarily due to a $2.7 million non-cash gain on revaluation of contingent consideration during the three months ended June 30, 2023, compared to a $1.4 million non-cashImpairment loss on ~~revaluation in the same period in 2022, which contributed $4.1 million to the overall decrease. Successful expense control efforts drove the remaining decrease.~~

~~As a percentage of revenue, general~~intangible assets and ~~administrative expenses represented 23% of revenue in the three months ended June 30, 2023, compared with 40% in the same period in 2022.~~

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

General administrative expenses for the six months ended June 30, 2023, decreased by $6.2 million, or 11%, compared to the same period last year. The decrease was primarily due to a $2.8 million non-cash gain on revaluation of contingent consideration during the current year compared to a $4.7 million non-cash loss on revaluation in the same period in 2022, which contributed $7.5 million to the overall decrease. This decrease was partially offset by higher professional fees and additional investment in corporate resources and systems in the first quarter of 2023.

~~Provision for Doubtful Accounts~~

~~Three and six months ended June 30, 2023, compared to three and six months ended June 30, 2022~~

In the second quarter of 2023, we wrote off approximately $48.2 million of reinsurance balance due from a reinsurer as described in Note 16 of the notes to the unaudited condensed consolidated financial statements. There was no significant write-off of reinsurance balance due in the same period last year.

~~Impairment Loss on Intangible Assets and Goodwill~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

goodwill. In the three months ended ~~June 30,~~March 31, 2023, we recorded a goodwill impairment charge of $55.2 million in our Insurance segment. This impairment follows a sustained decrease in stock price, increased costs due to inflationary pressures, hardening of the reinsurance markets, and volatile weather. There were no impairment losses on intangible assets ~~and goodwill in the same period in 2022.~~

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

~~In the second quarter of 2023, we recorded a goodwill impairment charge of $55.2 million in our Insurance segment. In the first quarter of 2023, we recorded a~~totaling $2.0 million ~~impairment charge on intangible assets~~ in our Vertical Software segment. These ~~impairments follow a sustained decrease in stock price, increased costs due to~~impairment charges reflected inflationary pressures ~~hardening of the reinsurance markets, volatile weather,~~ and a deterioration of the macroeconomic environment in the housing and real estate ~~and insurance industries.~~industry. There were no impairment ~~charges~~losses on intangible assets and goodwill in the ~~corresponding period last year.~~

~~Table of Contents~~

~~Interest Expense~~

~~Three months ended June 30, 2023, compared to~~ three months ended ~~June 30, 2022~~

March 31, 2024.

Interest expense. Interest expense increased by ~~$6.9~~$8.6 million, or ~~356%~~393%, from ~~$1.9~~$2.2 million in the three months ended ~~June 30, 2022,~~March 31, 2023, to ~~$8.8~~$10.8 million in the ~~same period in 2023.~~three months ended March 31, 2024. The increase is mainly due to interest at a higher weighted average rate on a higher aggregate debt balance after issuance of the 2028 Notes in April 2023. The non-cash amortization of debt discount and issuance costs also contributed to the increase.

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

Year-to-date interest expense, increased by $6.6 million, or 152%, from $4.4 million in the same period in 2022. The increase is mainly due to interest at a higher weighted average rate on a higher aggregate debt balance after issuance of the 2028 Notes in April 2023. The non-cash amortization of debt discount and issuance costs also contributed to the increase.

Change in ~~Fair Value~~fair value of ~~Earnout Liability~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

private warrant liability. The fair value of the ~~earnout~~private warrant liability ~~changed more~~increased in the ~~second quarter of 2022 than~~three months ended March 31, 2024, compared to a decrease in the ~~same quarter this year.~~three months ended March 31, 2023. The ~~decrease~~increase in our common stock price drove the change ~~and was more pronounced during~~for the ~~second quarter of 2022 than in the second quarter of 2023.~~

~~Six~~three months ended ~~June 30, 2023,~~March 31, 2024, compared ~~to six~~with a decrease in stock price for the three months ended ~~June 30, 2022~~

~~The~~March 31, 2023.

Table of Contents

Change in fair value of the earnout liability changed more in the six months ended June 30, 2022, than in the same period this year. The decrease in our common stock price drove the change and was more pronounced in 2022 than in 2023.

~~Change in Fair Value of Private Warrant Liability~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

The fair value of the private warrant liability changed more in the second quarter of 2022 than in the same quarter this year. The decrease in our common stock price drove the change and was more pronounced during the second quarter of 2022 than in the second quarter of 2023.

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022:~~

The fair value of the private warrant liability changed more in the six months ended June 30, 2022, than in the same period this year. The decrease in our common stock price drove the change and was more pronounced in 2022 than in 2023.

~~Change in Fair Value of Derivatives~~

~~Three and six months ended June 30, 2023, compared to three and six months ended June 30, 2022~~

derivatives. In connection with the issuance of the 2028 Notes in April 2023 and in accordance with GAAP, certain features of the notes were bifurcated and accounted for separately from the notes. These features are recorded as derivatives, and changes in their fair value are recognized in net loss each period. There were no corresponding derivatives in prior year.

~~Table of Contents~~

Gain on ~~Extinguishment~~extinguishment of ~~Debt~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

debt. In connection with the partial repurchase of the 2026 Notes, we recognized an ~~$81.4~~$4.9 million gain on extinguishment of debt. See Note 7 in the notes to the unaudited condensed consolidated financial statements.

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022:~~

~~In connection with the partial repurchase~~

Investment income and realized gains, net of ~~the 2026 Notes, we recognized an $81.4 million gain on extinguishment of debt. See Note 7 in the notes to the unaudited condensed consolidated financial statements.~~

~~Investment Income and Realized Gains, Net of Investment Expenses~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

investment expenses. Investment income and realized gains, net of investment expenses, were ~~$1.2~~$3.6 million and ~~$0.2~~$0.8 million in the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. Total investments balance was ~~$92.7~~$134.1 million at ~~June 30, 2023,~~March 31, 2024, and ~~$64.4~~$93.1 million at ~~June 30, 2022.~~March 31, 2023. A higher investment balance was the primary reason for the increased investment income.

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

~~Investment~~Other income, ~~and realized gains,~~net. Other income, net, ~~of investment expenses, were $2.0~~increased by $21.9 million ~~and $0.4~~from $0.8 million in the six months ended June 30, 2023 and 2022, respectively. Total investments balance was $92.7 million at June 30, 2023, and $64.4 million at June 30, 2022. A higher investment balance was the primary reason for the increased investment income.

~~Income Tax Benefit~~

~~Three months ended June 30, 2023, compared to three months ended June 30, 2022~~

~~Income tax provision of less than $0.1 million and $0.5 million was recognized for~~ the three months ended ~~June 30,~~March 31, 2023, ~~and 2022, respectively.~~to $22.7 million in the three months ended March 31, 2024. The ~~difference between the effective tax rates for the 2022 and 2023 periods and the U.S. statutory rate of 21% was primarily~~increase is due to ~~a full valuation allowance related to our net deferred tax assets.~~

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

~~Income tax benefit~~recoveries of ~~$0.1~~losses on reinsurance contract of $12.6 million and ~~income tax provision~~gain on settlement of ~~$0.3 million was recognized for~~contingent consideration of $14.9 million. These are offset by loss on the ~~six months ended June 30, 2023 and 2022, respectively. The difference between the effective tax rates for the 2022 and 2023 periods and the U.S. statutory rate~~sale of ~~21% was primarily due to a full valuation allowance related to our net deferred tax assets.~~

~~Segment Results~~EIG business of ~~Operations~~

~~We operate the business as two reportable segments that are also operating segments: Vertical Software and Insurance. For additional information about these segments, see~~$5.2 million. See Note ~~14 (Segment Information)~~12 in the notes to the unaudited condensed consolidated financial statements ~~included in Part I, Item 1,~~for detail of ~~this Quarterly Report.~~

other income, net, for each period presented.

~~Table of Contents~~

Segment Results

~~Segment Revenue~~

Three Months Ended June 30, 2023
Six Months Ended June 30, 2023

Vertical Software Segment

Insurance Segment

Vertical Software Segment

Insurance Segment
Revenue:

Software and service subscriptions

$
17,524

$
—

$
34,333

$
—
Move-related transactions

12,246

—

20,015

—
Post-move transactions

4,665

—

8,714

—
Insurance

—

64,330

—

123,072
Total revenue

$
34,435

$
64,330

$
63,062

$
123,072

Three Months Ended June 30, 2022
Six Months Ended June 30, 2022

Vertical Software Segment

Insurance Segment

Vertical Software Segment

Insurance Segment
Revenue:

Software and service subscriptions

$
19,847

$
—

$
37,078

$
—
Move-related transactions

17,458

—

29,586

—
Post-move transactions

5,235

—

10,280

—
Insurance

—

28,375

—

57,538
Total revenue

$
42,540

$
28,375

$
76,944

$
57,538

~~Three months ended June 30, 2023, compared to~~SEGMENT REVENUE

The following table summarizes revenue by segment for the three months ended ~~June 30, 2022~~

March 31, 2024 and 2023.


	Three Months Ended March 31,
	2024		2023		$ Change		% Change
Vertical Software segment
Software and service subscriptions	$	16,936	$	16,809	$	127	1	%
Move-related transactions	6,474		7,769		(1,295)		(17)	%
Post-move transactions	4,085		4,049		36		1	%
Total Vertical Software segment revenue	27,495		28,627		(1,132)		(4)	%

Insurance segment
Insurance and warranty premiums, commissions and policy fees	87,948		58,742		29,206		50	%
Total Insurance segment revenue	87,948		58,742		29,206		50	%

Total revenue	$	115,443	$	87,369	$	28,074	32	%

For the three months ended ~~June 30, 2023,~~March 31, 2024, Vertical Software segment revenue was ~~$34.4~~$27.5 million or ~~35%~~24% of total revenue. For the three months ended ~~June 30, 2022,~~March 31, 2023, Vertical Software segment revenue was ~~$42.5~~$28.6 million or ~~60%~~33% of total revenue. The decrease in Vertical Software segment revenue iswas primarily driven by a ~~21%~~3.5% reduction in year-over-year industry home sales which adversely affected our moving business.

Insurance segment revenue was ~~$64.3~~$87.9 million or ~~65%~~76% of total revenue for the three months ended ~~June 30, 2023.~~March 31, 2024. Insurance segment revenue was ~~$28.4~~$58.7 million or ~~40%~~67% of total revenue for the three months ended ~~June 30, 2022.~~March 31, 2023. The increase is mainly driven by ~~higher warranty sales and insurance renewals as well as increases in per-policy premiums and~~ lower reinsurance ~~ceding.~~

~~Six months ended June 30, 2023, compared to six months ended June 30, 2022~~

For the six months ended June 30, 2023, Vertical Software segment revenue was $63.0 million or 34% of total revenue. For the six months ended June 30, 2022, Vertical Software segment revenue was $76.9 million or 57% of total revenue. The decreaseceding and a 33% increase in ~~revenue is mainly driven by a 23% reduction in year-over-year industry home sales which adversely affected our moving business.~~

Insurance segment revenue was $123.1 million or 66% of total revenue for the six months ended June 30, 2023. Insurance segment revenue was $57.5 million or 43% of total revenue for the six months ended June 30, 2022. The increase is mainly driven by higher warranty sales and renewals as well as increases in per-policy premiums and lower reinsurance ceding.

Annualized Premium per Policy.

SEGMENT ADJUSTED EBITDA (LOSS)

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~~Segment Adjusted EBITDA (Loss)~~

Segment Adjusted EBITDA (Loss) is defined as revenue less the following expenses associated with each segment: cost of revenue, ~~sales~~selling and marketing, product and technology, and general and administrative ~~expenses, and provision for doubtful accounts.~~expenses. Segment Adjusted EBITDA (Loss) also excludes non-cash items or items that management does not consider reflective of ongoing core operations. See Note ~~14 (Segment Information)~~16, Segment Information, in the notes to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report for reconciliations to GAAP consolidated financial information for the periods presented.

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The following table summarizes Segment Adjusted EBITDA (Loss) for the three months ended March 31, 2024 and 2023.


	Three Months Ended March 31,
	2024		2023		$ Change		% Change
Segment Adjusted EBITDA (Loss):
Vertical Software	$	1,123	$	(396)	$	1,519	(384)%
Insurance	(2,885)		(7,185)		4,300		(60)	%
Subtotal	(1,762)		(7,581)		5,819		(77)%
Corporate and other	(15,026)		(14,301)		(725)		5	%
Adjusted EBITDA (Loss)	$	(16,788)	$	(21,882)	$	5,094	(23)	%

Our Insurance segment had a Segment Adjusted EBITDA (Loss) of ~~$(31.2)~~$2.9 million in the ~~second~~first quarter of ~~2023,~~2024, representing ~~72%~~17% of Adjusted EBITDA (Loss) for the same period. Our Insurance segment had a Segment Adjusted EBITDA (Loss) of $(38.4) million in the six months ended June 30, 2023, compared to $(5.4) million in the same period last year. This was a significantly larger loss thanThe improvement over the same period last year ~~due to extreme weather events toward the end~~was a result of ~~the second quarter of 2023 and hardened reinsurance markets. Our~~our insurance ~~carrier continues to focus on underwriting performance,~~profitability actions, including ~~future~~ premium per policy increases of 33%, increasing deductibles, introducing certain coverage exclusions for select risks, and ~~expanding~~a reduction in ceded reinsurance. See Note 10 in the ~~number~~notes to the unaudited condensed consolidated financial statements for tabular presentation of ~~states where we are approved to use our unique data to better price risk.~~

premiums and net losses.

Vertical Software Segment Adjusted EBITDA (Loss) was ~~$1.8~~$1.1 million in the ~~second~~first quarter of ~~2023 and $1.4 million in the six months ended June 30, 2023, impacted by~~2024, which declined compared to prior year due to the soft housing market, declines in the moving and corporate relocation industries, and inflationary pressures in fixed costs.

Corporate expenses were ~~$13.8~~$15.0 million in the ~~second~~first quarter of ~~2023,~~2024, a ~~$1.3~~$0.7 million ~~decrease~~increase from the same period in the prior year due changing bonus payouts from equity grants to ~~strong~~cash. Stock-based compensation expense ~~control, and $28.1 million in the current year-to-date period, which~~ is ~~consistent with the same period in the prior year. Corporate expenses decreased~~an adjustment to ~~14% of total revenue~~net loss to derive Adjusted EBITDA (Loss) whereas accrual for ~~the three-month period ended June 30, 2023, from 21% in the same period in the prior year.~~cash bonus is not an adjustment.

Non-GAAP Financial Measures

This Quarterly Report includes non-GAAP financial measures, such as Adjusted EBITDA (Loss) and Adjusted EBITDA (Loss) as a percent of revenue.

We define Adjusted EBITDA (Loss) as net income (loss) adjusted for interest expense; income taxes; depreciation and amortization; gain or loss on extinguishment of debt; other expense (income), net; impairments of intangible assets and goodwill; ~~provision for doubtful accounts related to reinsurance, or related recoveries;~~ impairments of property, equipment, and software; stock-based compensation expense; mark-to-market gains or losses recognized on changes in the value of contingent consideration arrangements, earnouts, warrants, and derivatives; restructuring costs; acquisition and other transaction costs; and non-cash bonus expense. Adjusted EBITDA (Loss) as a percent of revenue is defined as Adjusted EBITDA (Loss) divided by total revenue.

Our management uses these non-GAAP financial measures as supplemental measures of our operating and financial performance, for internal budgeting and forecasting purposes, to evaluate financial and strategic planning matters, and to establish certain performance goals for incentive programs. We believe that the use of these non-GAAP financial measures provides investors with useful information to evaluate our operating and financial performance and trends and in comparing our financial results with competitors, other similar companies and companies across different industries, many of which present similar non-GAAP financial measures to investors. However, our definitions and methodology in

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calculating these non-GAAP measures may not be comparable to those used by other companies. In addition, we may modify the presentation of these non-GAAP financial measures in the future, and any such modification may be material.

You should not consider these non-GAAP financial measures in isolation, as a substitute to or superior to financial performance measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude specified income and expenses, some of which may be significant or material, that are required by GAAP to be recorded in our consolidated financial statements. We may also incur future income or expenses similar to those excluded from these non-GAAP financial measures, and the presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or non-recurring items. In addition, these non-GAAP financial measures reflect the exercise of management judgment about which income and expense are included or excluded in determining these non-GAAP financial measures.

~~Adjusted EBITDA (Loss)~~

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The following table reconciles ~~net~~Net loss to Adjusted EBITDA (Loss) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (dollar amounts in thousands).


	Three Months Ended March 31,
	2024			2023
Net loss	$	(13,362)		$	(38,740)
Interest expense	10,787			2,188
Income tax provision (benefit)	178			(111)
Depreciation and amortization	6,317			6,015
Mark-to-market gains	(7)			(499)
Gain on extinguishment of debt	(4,891)			—
Impairment loss on intangible assets and goodwill	—			2,021

Stock-based compensation expense	5,368			6,894

Other income, net (1)	(21,502)			(762)
Restructuring costs (2)	157			984
Acquisition and other transaction costs	167			128

Adjusted EBITDA (Loss)	$	(16,788)		$	(21,882)
Adjusted EBITDA (Loss) as a percentage of revenue	(15)		%	(25)		%

Three Months Ended June 30,

Six Months Ended June 30,


2023

2022

2023

2022

Net loss

$
(86,963)

$
(27,325)

$
(125,703)

$
(36,610)

Interest expense

8,775

1,925

10,963

4,352

Income tax provision (benefit)

29

468

(82)

290

Depreciation and amortization

6,214

6,416

12,229

12,899

Gain on extinguishment of debt

(81,354)

—

(81,354)

—

Other expense (income), net

(1,578)

162

(2,340)

107

Impairment loss on intangible assets and goodwill

55,211

—

57,232

—

Loss on reinsurance contract (1)

48,244

—

48,244

—

Impairment loss on property, equipment, and software

254

—

254

70

Stock-based compensation expense

6,404

9,702

13,298

15,556

Mark-to-market losses (gains)

279

(5,184)

(220)

(23,347)

Restructuring costs

1,093

—

2,077

—

Acquisition and other transaction costs

258

357

386

1,322

Non-cash bonus expense

—

(1,526)

—

—

Adjusted EBITDA (Loss)

$
(43,134)

$
(15,005)

$
(65,016)

$
(25,361)

Adjusted EBITDA (Loss) as a percentage of revenue

(44)
%

(21)
%

(35)
%

(19)
%

⁽¹⁾~~See~~Difference from Other Income, net in Condensed Consolidated Statements of Operations and Comprehensive Loss is primarily due to a portion of the income resulting from the Aon business collaboration agreement, disclosed in Note ~~16 in the notes~~10, that is not a non-GAAP adjustment.

(2)Primarily consists of costs related to ~~unaudited condensed consolidated financial statements.~~

forming a reciprocal exchange.

Adjusted EBITDA (Loss) for the three months ended ~~June 30, 2023,~~March 31, 2024, was ~~$(43.1)~~$(16.8) million, a ~~$28.1~~$5.1 million ~~increase~~improvement from Adjusted EBITDA (Loss) of ~~$(15.0)~~$(21.9) million for the same period in ~~2022.~~2023. The ~~increase~~improvement in Adjusted EBITDA (Loss) in ~~2023~~2024 is primarily driven by underwriting enhancements at our insurance business, including price increases implemented over the last year, as well as cost reductions across the business. The improvement was partially offset by the effects of extreme weather events, lower ceding, and the macro housing environment affecting primarily the moving business in our Vertical Software segment. Continued investments in sales and marketing and investments in ~~establishing and maintaining the requirements of the Sarbanes-Oxley Act (“SOX”) and other internal controls across~~ IT ~~and accounting organizations~~systems further impacted Adjusted EBITDA (Loss).

Adjusted EBITDA (Loss) for the six months ended June 30, 2023, was $(65.0) million, a $39.6 million increase from Adjusted EBITDA (Loss) of $(25.4) million for the same period in 2022. The increase in Adjusted EBITDA (Loss) in 2023 is primarily driven by extreme weather events, lower ceding, and the macro housing environment affecting primarily the moving business in our Vertical Software segment. Continued investments in sales and marketing and investments in establishing and maintaining the requirements of the Sarbanes-Oxley Act (“SOX”) and other internal controls across IT and accounting organizations further impacted Adjusted EBITDA (Loss).

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Liquidity and Capital Resources

Since inception, as a private company, we have financed our operations primarily from the sales of redeemable convertible preferred stock and convertible promissory notes, and proceeds from senior secured term loans. On December 23, 2020, we received approximately $269.5 million of aggregate cash proceeds from recapitalization, net of transaction costs, as we began trading publicly. During 2021, we completed a private offering of $425 million aggregate principal amounts of convertible debt maturing in 2026 (the “2026 Notes”) and raised $126.7 million and $4.3 million from the exercise of public warrants and stock options, respectively. Also during 2022, we drew $10.0 million on HOA’s term loan facility.

In April 2023, we issued $333 million of 6.75% Senior Secured Convertible Notes due in 2028 (the “2028 Notes”) in a private placement transaction. We used a portion of the net proceeds from the 2028 Notes offering to repurchase $200 million of the 2026 Notes and to fund the repayment of $9.7 million outstanding under HOA’s term loan facility, in each case plus accrued interest and unpaid interest thereon and related fees and expenses. We intend to use the remainder of the net proceeds for general corporate purposes.

We participate in an advance funding arrangement with third-party financers that provide us with contract premiums upfront for certain home warranty contracts. We remain obligated to repay these premiums to the third-party financer if a customer cancels its warranty contract prior to full repayment of the advance funding amount received by us.

As of ~~June 30, 2023, and December~~March 31, 2022, the principal balance of this advance funding arrangement is $5.3 million and $15.7 million. See Note 7 (Debt) in the notes to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report for additional information.

~~As of June 30, 2023,~~2024, we had cash and cash equivalents of ~~$265.6~~$279.1 million and restricted cash of ~~$39.3~~$36.8 million. Restricted cash equivalents as of ~~June 30, 2023,~~March 31, 2024 includes ~~$29.1~~$27.7 million held by our captive ~~insurance company~~reinsurance business as collateral for the benefit of Homeowners of America Insurance Company (“HOA”), ~~$1.3~~$1.4 million held in certificates of deposits and money market mutual funds pledged to the Department of Insurance in certain states as a condition of ~~its~~our Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, ~~$6.5~~$6.8 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in ~~seventeen~~21 states, and ~~$2.4~~$1.0 million related to acquisition indemnifications.

We have incurred net losses since our inception and have an accumulated deficit at ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022~~2023, totaling ~~$713.8~~$735.4 million and ~~$585.0~~$722.1 million, respectively.

As of ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, we had ~~$564.0~~$550.5 million and ~~$451.1~~$558.7 million, respectively, of aggregate principal amount outstanding in convertible notes, promissory notes, line of credit, term loan facility, and advance funding arrangement.

In February 2024, we repurchased $8.0 million aggregate principal amount of our 2026 Notes. We paid $3.0 million, or 37.5% of par value, plus accrued interest. We recognized a $4.9 million gain on extinguishment of debt, calculated as the difference between the reacquisition price and the net carrying amount of the portion of the 2026 Notes that was extinguished.

Based on our current operating and growth plan, management believes cash and cash equivalents at ~~June 30, 2023,~~March 31, 2024, are sufficient to finance our operations, planned capital expenditures, working capital requirements, and debt service

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obligations for at least the next 12 months. As our operations evolve and we continue our growth strategy, including through acquisitions, we may elect or need to obtain alternative sources of capital, and we may finance additional liquidity needs in the future through one or more equity or debt financings. We may not be able to obtain equity or additional debt financing in the future when needed or, if available, the terms may not be satisfactory to us or could be dilutive to our stockholders.

Porch Group, Inc. is a holding company that transacts the majority of its business through operating subsidiaries, including insurance subsidiaries. Consequently, our ability to pay dividends and expenses is largely dependent on dividends or other distributions from ~~its~~our subsidiaries. Our insurance company subsidiaries are highly regulated and are restricted by statute as to the amount of dividends they may pay without the prior approval of their respective regulatory authorities. As of ~~June 30, 2023,~~March 31, 2024, our insurance ~~companies~~carrier, HOA, held cash and cash equivalents of ~~$99.0~~$204.4 million and investments of ~~$92.7~~$96.6 million.

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Insurance companies in the United States are also required by state law to maintain a minimum level of policyholder’s surplus. Insurance regulators in the states in which we operate have a risk-based capital standard designed to identify property and casualty insurers, or reinsurers, that may be inadequately capitalized based on inherent risks of the insurer’s assets and liabilities and its mix of net written premium. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action. ~~We are currently assessing the impact of the subsequent event discussed~~See Note 10 in the ~~“Recent Developments” section above on capital requirements. We recovered $47.6 million cash collateral in~~notes to the ~~third quarter~~unaudited condensed consolidated financial statements for a description of ~~2023 and are in the process of pursuing additional collateral. HOA has already secured supplemental~~our reinsurance coverage in the amount of approximately $42 million and is currently seeking additional supplemental reinsurance coverage (whether from Porch Group’s captive reinsurer, third parties or a combination thereof) in order to maintain adequate coverage in future periods against potential excess losses in the event of a severe weather event, and to satisfy regulatory and rating agency requirements.

programs.

We may, at any time and from time to time, seek to retire or purchase ~~its~~our outstanding debt or equity through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

The following table provides a summary of cash flow data for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~

Six Months Ended June 30,

$

%

2023

2022

Change

Change

Net cash used in operating activities

$
(8,777)

$
(4,156)

$
(4,621)

(111)
%
Net cash used in investing activities

(7,950)

(38,404)

30,454

79
%
Net cash (used in) provided by financing activities

92,972

(155)

93,127

(60,082)
%
Change in cash, cash equivalents and restricted cash

$
76,245

$
(42,715)

$
118,960

278.50
%

2023:


	Three Months Ended March 31,
	2024		2023		$ Change		% Change
Net cash provided by (used in) operating activities	$	8,465	$	(22,031)	$	30,496	(138)	%
Net cash provided by (used in) investing activities	12,697		(5,147)		17,844		(347)	%
Net cash used in financing activities	(2,501)		(7,274)		4,773		(66)	%
Change in cash, cash equivalents and restricted cash	$	18,661	$	(34,452)	$	53,113	(154)	%

Operating Cash Flows

Net cash ~~used in~~provided by (used in) operating activities was ~~$8.8~~$8.5 million for the ~~six~~three months ended ~~June 30,~~March 31, 2024. Net cash provided by (used in) operating activities consists primarily of positive cash flow from the non-recurring cash receipt of $25 million related to the Aon agreement (see Note 10 in the notes to the unaudited condensed consolidated financial statements) partially offset by net loss of $13.4 million during the three months ended March 31, 2024.

Net cash provided by (used in) operating activities was $(22.0) million for the three months ended March 31, 2023. Net cash ~~used in~~provided by (used in) operating activities consists of net loss of $125.7 million, adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments include impairment loss on goodwill and intangible assets of $57.2 million, stock-based compensation expense of $13.3 million, depreciation and amortization of $12.2 million, non-cash interest expense of $9.8 million, fair value adjustments to contingent consideration of $2.8 million (gain), and fair value adjustments to private warrant liability of $0.4 million (gain). Net changes in working capital were proceeds of cash of $56.2 million, primarily due to higher loss and loss adjustment expense reserves, other insurance liabilities, and accounts receivable offset by decreases in deferred revenue, refundable deposits and accrued expenses, and increases in prepaid expenses and other current assets and reinsurance balance due.

~~Net cash used in operating activities was $4.2 million for the six months ended June 30, 2022. Net cash used in operating activities consists of net loss of $36.6~~$38.7 million, adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments include stock-based compensation expense of ~~$15.6~~$6.9 million, depreciation and amortization of ~~$12.9~~$6.0 million, non-cash interest expense of ~~$2.3~~$1.5 million, loss (gain) on remeasurement of contingent consideration of ~~$4.7~~$(0.2) million, and ~~fair value adjustments to earnout liability and~~loss (gain) on remeasurement of private warrant liability of ~~$13.8 million (gain) and $14.3 million (gain), respectively.~~$(0.3) million. Net changes in working capital were net proceeds of cash of ~~$22.9~~$0.2 million, primarily due to increases in deferred revenue, losses and loss adjustment expense reserves and other insurance liabilities, offset by higher reinsurance balance due.

Investing Cash Flows

Net cash ~~used in~~provided by (used in) investing activities was ~~$8.0~~$12.7 million for the ~~six~~three months ended ~~June 30,~~March 31, 2024. Net cash provided by (used in) investing activities is primarily related to proceeds from sale of EIG of $10.3 million and maturities and sales of investments of $4.7 million offset by investments in developing internal-use software of $2.3 million.

Net cash provided by (used in) investing activities was $(5.1) million for the three months ended March 31, 2023. Net cash ~~used in~~provided by (used in) investing activities is primarily related to acquisitions, net of cash acquired of $2.0 million, purchases of investments of ~~$23.6~~$5.4 million, investments in developing internal-use software of ~~$4.7~~$2.4 million, and purchases of property and equipment of ~~$0.7 million. This was offset by the cash inflows related to maturities and sales of investments of $23.0 million.~~

$0.4 million..

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Financing Cash Flows

Net cash used in ~~investing~~financing activities was ~~$38.4~~$2.5 million for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2024. Net cash used in ~~investing~~financing activities is primarily related to ~~acquisitions, net~~the repurchase of ~~cash acquired~~the 2026 Notes of ~~$32.0 million, purchases of investments of $13.6 million, investments in developing internal-use software of $3.5 million, and purchases of property and equipment of $1.5~~$3.0 million. ~~This was offset by the cash inflows related to maturities and sales of investments of $12.2 million.~~

~~Financing Cash Flows~~

Net cash ~~provided by~~used in financing activities was ~~$93.0~~$7.3 million for the ~~six~~three months ended ~~June 30,~~March 31, 2023. Net cash provided by financing activities is primarily related to ~~the net~~ proceeds from ~~issuance~~a term loan and line of ~~the 2028 Notes of $112.1 million~~credit, partially offset by repurchases of stock of $5.6 million, repayments of advance funding of $2.7 million, debt repayments of $10.2 million and shares repurchased to pay income tax withholdings upon vesting of RSUs of $0.9 million.

~~Net cash used in financing activities was $0.2 million for the six months ended June 30, 2022. Net cash used in financing activities is primarily related to~~ repayments of advance funding and ~~debt of $9.0 million, shares repurchased~~debt.

Critical Accounting Estimates

Our critical accounting policies, including the assumptions and judgements underlying them, are disclosed in the 2023 Annual Report, including those policies as discussed in Note 1 to pay income tax withholdings upon vesting of RSUs of $1.9 million and payments of acquisition-related contingent consideration of $1.6 million, partially offset by proceeds from advance funding of $10.7 million.

the Notes to Consolidated Financial Statements include in the 2023 Annual Report. There have been no material changes to these policies during the three months ended March 31, 2024. .

Off-Balance Sheet Arrangements

Since the date of incorporation, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission (the “SEC”).

~~Recent Accounting Pronouncements~~

~~No recently issued accounting pronouncements are expected to be applicable to our business or materially impact our financial condition and results of operations.~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of market and other risks, including the effects of changes in interest rates, and inflation, as well as risks to the availability of funding sources, hazard events, and specific asset risks.

Interest Rate Risk

The market risk inherent in our financial instruments and financial position represents the potential loss arising from adverse changes in interest rates. As of ~~June 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, we have interest-bearing debt of ~~$564.0~~$550.5 million and ~~$451.1~~$558.7 million, respectively. Our 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”) have a principal balance of ~~$225~~$217 million as of ~~June 30, 2023,~~March 31, 2024, a fixed coupon rate of 0.75%, and an effective interest rate of 1.3%. Our 6.75% Senior Secured Convertible Notes due 2028 (the “2028 Notes”) have a principal balance of ~~$333~~$333.3 million as of ~~June 30,~~ ~~2023,~~March 31, 2024, a fixed coupon rate of 6.75%, and an effective interest rate of 17.9%. Interest expense recognized related to the 6.75% Convertible Senior Notes due 2028 ~~Notes~~(the “2028 Notes”) was approximately ~~$7.3~~$9.9 million infor the three ~~and six~~ months ended ~~June 30, 2023, including $4.4~~March 31, 2024. Interest expense includes $5.6 million contractual interest expense and ~~$2.9~~$4.3 million amortization of debt issuance costs and ~~discount.~~discount for the three months ended March 31, 2024. Because the coupon rates are fixed, interest expense on the 2026 Notes and the 2028 Notes will not change if market interest rates increase. Other debt as of ~~June 30, 2023,~~March 31, 2024, totaled ~~$0.3~~$0.2 million and is variable-rate. A 1% increase in interest rates in our variable rate indebtedness would result in a nominal change in annual interest expense.

As of ~~June 30, 2023,~~March 31, 2024, our insurance ~~subsidiary~~segment has a ~~$92.7~~$134.1 million portfolio of fixed income securities and an unrealized ~~loss~~gain (loss) of ~~$6.1~~$(4.6) million, as described in Note 3, Investments, in the notes to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report. In a rising interest rate environment, the portfolio would result in unrealized losses.

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As of ~~June 30, 2023,~~March 31, 2024, accounts receivable and reinsurance balances due were ~~$24.7~~$20.8 million and ~~$272.5~~$75.4 million, respectively, were not interest-bearing assets, and are generally collected in less than 180 days. As such, we do not consider these assets to have material interest rate risk.

Inflation Risk

We believe our operations have been negatively affected by inflation and the change in the interest rate environment. General economic factors beyond our control and changes in the global economic environment, specifically fluctuations in inflation, including access to credit under favorable terms, could result in lower revenues, higher costs, and decreased margins and earnings in the foreseeable future. While we take action wherever possible to reduce the impact of the effects of inflation, in the case of sustained inflation across several of the markets in which we operate, it could become increasingly difficult to effectively mitigate the increases to costs. In addition, the effects of inflation on consumers’ budgets could result in the reduction of consumer spending habits, specifically in the move and post-move markets. If

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unable to take actions to effectively mitigate the effect of the resulting higher costs, our profitability and financial position could be materially and adversely impacted.

Foreign Currency Risk

There was no material foreign currency risk for ~~the~~ three ~~and six~~ months ended ~~June 30, 2023.~~March 31, 2024. Our activities to date have been conducted primarily in the United States.

Other Risks

We are exposed to a variety of market and other risks, including risks to the availability of funding sources, reinsurance providers, weather and other catastrophic hazard events, and specific asset risks.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of disclosure controls and procedures (as ~~that term is~~ defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) ~~as of June 30, 2023, which is the end of the period covered by this Quarterly Report.~~. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures to ensure that information required to be disclosed ~~by us~~ in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to ~~our~~ management, including ~~our~~the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures were ~~not~~ effective as of ~~June 30, 2023, due to the material weakness in internal control over financial reporting described in Part II, Item 9A, of our Annual Report on Form 10-K for the fiscal year ended December~~March 31, ~~2022, filed with the SEC on March 16, 2023.~~

~~Remediation Plan~~

~~Our ongoing remediation efforts related to the above identified material weakness include:~~

●

~~Reassessing the existing IT general controls to determine if they are appropriately designed to meet the control objectives;~~

●

~~Performing ongoing trainings with control performers to improve documentation that supports effective control activities, including IT general controls over logical user access;~~

2024.

~~Table of Contents~~

●

~~Designing and implementing additional monitoring controls necessary to detect misstatements over data produced by relevant financial systems at HOA;~~

●

~~Investing in the replacement of systems that do not have the appropriate infrastructure to meet the requirements of our internal control framework; and~~

●

~~Expanding the available resources at the Company with experience in designing and implementing control activities, including information technology general controls and automated controls.~~

~~These remediation measures may be time-consuming and costly. In addition, there is no assurance that we will be successful in remediating the material weakness.We plan to continue to assess internal controls and procedures and intend to take further action as necessary or appropriate to address any other matters as they are identified.~~

Changes in Internal Control over Financial Reporting

~~Except for actions taken under the Remediation Plan described above~~

There were no changes in ~~this Part I, Item 4, there has been no change in~~our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

During the first six months of 2023, we have continued to take action on initiatives to improve its internal control environment. We have been working to identify and implement specific remediation plans for these control deficiencies and have hired additional personnel to perform and monitor internal control activity. We intend to continue to take action on these initiatives to continue to improve our internal control environment.

Limitations on Effectiveness of Controls and Procedures

~~As specified above, our~~

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.

Table of Contents

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See Note ~~12 (Commitments~~14, Commitments and ~~Contingencies)~~Contingencies, in the notes to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report, which is incorporated by reference into this Part II, Item 1, for a description of certain litigation and legal proceedings.

In addition, in the ordinary course of business, ~~Porch~~we and ~~its~~our subsidiaries are (or may become) parties to litigation involving property, personal injury, contract, intellectual property and other claims, stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. Although the results of legal proceedings and claims cannot be predicted with certainty, neither ~~Porch~~we nor any of ~~its~~our subsidiaries isare currently a party to any legal proceedings the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on the business, financial condition or results of operations.

Item 1A. Risk Factors

~~Except as set forth below, as~~

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors disclosed in Part 1, Item 1A, of the Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, as filed with the SEC on March ~~16, 2023.~~

Termination of a reinsurance contract due to distress at one of HOA’s reinsurers may expose HOA and the Company to various risks that could materially and adversely affect HOA’s and the Company’s business, financial condition, and results of operations.

In the third quarter of 2023, HOA, a subsidiary of Porch Group, discovered that for one of its reinsurance contracts for which capital was arranged by Vesttoo Ltd (“Vesttoo”), there are allegations of fraudulent activity in connection with collateral provided to HOA and certain other third parties. As a result, and in accordance with the terms of the reinsurance agreement, HOA terminated its reinsurance contract with the reinsurer on August 4, 2023, with an effective date of July 1, 2023. Had HOA not terminated the contract, the contract would have expired on its own terms on December 31, 2023. The agreement with this reinsurer provided coverage for 40% of HOA’s core book and coverage up to approximately $175 million in a catastrophic event.

Following the effective date of the termination, HOA seized approximately $47.6 million in available liquid collateral from a reinsurance trust, of which HOA was the beneficiary. In addition, HOA has secured supplemental reinsurance coverage in the amount of approximately $42 million and is currently seeking additional supplemental reinsurance coverage (whether from Porch Group, third parties or a combination thereof) in order to maintain adequate coverage in future periods against potential excess losses in the event of a severe weather event, and to satisfy regulatory and rating agency requirements. Regardless of whether sufficient coverage is obtained, HOA will continue to remain obligated with respect to all claims and claim settlement expenses under its policies, including claims incurred but not yet reported for prior periods and claims and expenses that are no longer subject to the reimbursement rights in favor of HOA under the terminated reinsurance contract. HOA is also seeking to understand and pursue its rights with respect to the letter of credit required by the reinsurance contract in the amount of $300 million as additional collateral, which advisors to the issuing bank have alleged is invalid.

In the event HOA is unable to enforce or recover the collateral underlying the letter of credit, secure sufficient replacement coverage on terms favorable to HOA, or a severe weather event occurs in the absence of sufficient coverage, HOA and the Company could be subject to significant and unforeseen risks, including, but not limited to, capital, liquidity, regulatory, rating agency, operational, financial, and accounting risks, any or all of which could have material and adverse impact on HOA’s and the Company’s business, operations, financial condition, and results of operations.

15, 2024.

~~Table of Contents~~

The indenture governing our 2028 Notes contains, and instruments governing any future indebtedness of ours would likely contain, restrictions that may limit our flexibility in operating our business, and any default on our 2028 Notes or other future secured indebtedness could result in foreclosure by our secured debtholders on our assets.

The indenture and security agreement and related documents governing our 2028 Notes contain, and instruments governing any future indebtedness of ours would likely contain, a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

•

~~create liens on certain assets;~~

•

~~incur or guarantee additional debt or issue redeemable equity;~~

•

pay dividends on, repurchase or make distributions on account of capital stock or make other restricted payments (including limiting repurchases of our 2026 Notes to $25 million per year and $50 million in the aggregate);

•

~~make certain unpermitted investments;~~

•

~~consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and~~

•

~~sell, transfer or otherwise convey certain assets.~~

The indenture governing our 2028 Notes also requires us to maintain a minimum amount of unrestricted cash and cash equivalents of at least $25 million (tested monthly on the last day of each calendar month) on a consolidated basis among Porch Group, Inc. and certain of its domestic subsidiaries.

In addition, if more than $30 million aggregate principal amount of our 2026 Notes remain outstanding on June 14, 2026, the holders of the 2028 Notes have the right to require us to repurchase for cash on June 15, 2026 all or any portion of their 2028 Notes at a repurchase price equal to 106.5% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest. As of April 30, 2023, there was $225 million aggregate principal amount of 2026 Notes outstanding. If we are unable to repurchase or otherwise refinance a sufficient amount of the remaining outstanding 2026 Notes prior to June 14, 2026 and the holders of all or a substantial portion of the outstanding 2028 Notes require us to repurchase their 2028 Notes pursuant to this indenture provision, our liquidity will be materially adversely affected, and there are no assurances that we would have sufficient funds available to satisfy the repurchase of all such 2028 Notes.

As a result of these restrictions, we will be limited as to how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to capitalize on available business opportunities. Any failure to comply with these covenants could result in a default under our 2028 Notes or instruments governing any future indebtedness of ours. Additionally, our 2028 Notes are secured by a first-priority lien in substantially all assets of Porch Group, Inc. and certain of its domestic subsidiaries. Upon a default, unless waived, amounts due under the 2028 Notes could be accelerated, and the holders of our 2028 Notes could initiate foreclosure proceedings against their collateral, which could potentially force us into bankruptcy or liquidation. In addition, a default under our 2028 Notes indenture could trigger a cross-default under agreements governing any future indebtedness as well as the indenture governing our 2026 Notes. Our results of operations may not be sufficient to service our indebtedness and to fund our other expenditures, and we may not be able to obtain financing to meet these requirements. If we experience a default under our 2028 Notes indenture, 2026 Notes indenture or instruments governing our future indebtedness, our business, financial condition, and results of operations may be materially adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

~~None.~~

None.

~~Table of Contents~~

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Matt Ehrlichman, our Chairman, Chief Executive Officer, and Founder, entered into a Rule 10b5-1 trading arrangement (as such term is defined in Item 408(a) of Regulation S-K) on June 2, 2023 (the “10b5-1 Plan”). The 10b5-1 Plan is scheduled to terminate on December 31, 2023, and covers the purchase of up to an aggregate of 2,327,777 shares of the Company’s common stock. The 10b5-1 Plan is intended to satisfy the affirmative defense Rule of 10b5-1(c). Trades under the 10b5-1 Plan will not commence until at least 90 days following the date on which such plan was entered.

During the three months ended ~~June 30, 2023,~~March 31, 2024, no ~~other~~ director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K).

Table of Contents

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


Exhibit No.			Description
~~Exhibit~~ ~~No.~~			~~Description~~
3.1

~~3.1~~	Third Amended and Restated Certificate of Incorporation of Porch Group, Inc., as filed with the Secretary of State of the State of Delaware on June 9, 2022 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K (File No. 001-39142), filed with the SEC on June 10, 2022).
3.2			Amended and Restated By-Laws of the Company, dated December 23, 2020 (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K (File No. 001-39142), filed with the SEC on December 29, 2020).
~~4.1~~ 10.1+†			~~Indenture,~~Business Collaboration Agreement, dated ~~as of April 20, 2023, by and~~January 19, 2024, among Porch Group, Inc., ~~the Subsidiary Guarantors from time to time party thereto,~~Porch.com, Inc., Aon Corp. and ~~U.S. Bank Trust Company, National Association, in its capacity as trustee and as collateral agent thereunder~~Aon Re, Inc. (incorporated by reference to Exhibit ~~4.1~~10.1 of the ~~Company’s~~Company's Form 8-K (File No. 001-39142), filed with the SEC on ~~April 21, 2023)~~January 25, 2024).
~~4.2~~			Form of 6.75% Senior Secured Convertible Notes due 2028 (incorporated by reference to Exhibit 4.1, as Exhibit A thereto, of the Company’s Form 8-K (File No. 001-39142), filed with the SEC on April 21, 2023).
~~10.1~~			~~Form of Subscription Agreement (incorporated by referenced to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-39142), filed with the SEC on April 17, 2023).~~
~~10.2~~			~~Form of Notes Purchase Agreement (incorporated by referenced to Exhibit 10.4 of the Company’s Form 8-K (File No. 001-39142), filed with the SEC on April 17, 2023).~~
~~10.3+~~		Security Agreement, dated as of April 20, 2023, among Porch Group, Inc., the other Grantors from time to time party thereto, and U.S. Bank Trust Company, National Association, as collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-39142), filed with the SEC on April 21, 2023).
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*			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*			XBRL Taxonomy Extension Schema Document

101.CAL*			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*			XBRL Taxonomy Extension Label Linkbase Document

101.PRE*			XBRL Taxonomy Extension Presentation Linkbase Document

104* 104*			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*Filed herewith.

**ThesecertificationsarefurnishedtotheSECpursuanttoSection906oftheSarbanes-OxleyActof2002andaredeemednotfi~~led~~ filed forpurposesof Section18of~~theSecuritiesExchangeAct~~of~~1934,~~as~~amended,norshallthey~~be~~deemedincorporated~~by~~reference~~in~~anyfilingunder~~the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing~~Act~~of~~1933,except~~as~~shall~~be~~expresslysetforth~~by~~specificreference~~in~~suchfiling~~.

+The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

†Portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K. The omitted information is not material and is the type that the Company treats as private or confidential.

Table of Contents

SIGNATURES

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, duly authorized.

~~Date: August 9, 2023~~


Date: May 8, 2024

	PORCH GROUP, INC.

	By:	~~By:~~	/s/ Shawn Tabak
	Name:	~~Name:~~	Shawn Tabak
	Title:	~~Title:~~	Chief Financial Officer and Duly Authorized Officer
				(Principal Financial Officer and Principal Accounting Officer)


	June 30, 2023		December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	265,573	$	215,060
Accounts receivable, net		24,715		26,438
Short-term investments		26,151		36,523
Reinsurance balance due		272,467		299,060
Prepaid expenses and other current assets		29,665		20,009
Restricted cash		39,277		13,545
Total current assets		657,848		610,635
Property, equipment, and software, net		14,768		12,240
Operating lease right-of-use assets		3,698		4,201
Goodwill		191,907		244,697
Long-term investments		66,579		55,118
Intangible assets, net		96,826		108,255
Long-term insurance commissions receivable		13,502		12,265
Other assets		2,015		1,646
Total assets	$	1,047,143	$	1,049,057

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	9,330	$	6,268
Accrued expenses and other current liabilities		33,873		39,742
Deferred revenue		256,617		270,690
Refundable customer deposits		19,929		20,142
Current debt		5,439		16,455
Losses and loss adjustment expense reserves		165,709		100,632
Other insurance liabilities, current		112,849		61,710
Total current liabilities		603,746		515,639
Long-term debt		426,965		425,310
Operating lease liabilities, non-current		2,137		2,536
Earnout liability, at fair value		44		44
Private warrant liability, at fair value		347		707
Derivative liability, at fair value		26,820		—
Other liabilities (includes $21,328 and $24,546 at fair value, respectively)		23,826		25,468
Total liabilities		1,083,885		969,704
Commitments and contingencies (Note 12)
Stockholders’ equity (deficit)
Common stock, $0.0001 par value:		10		10
Authorized shares – 400,000,000 and 400,000,000, respectively
Issued and outstanding shares – 98,168,956 and 98,455,838, respectively
Additional paid-in capital		683,151		670,537
Accumulated other comprehensive loss		(6,076)		(6,171)
Accumulated deficit		(713,827)		(585,023)
Total stockholders’ equity (deficit)		(36,742)		79,353
Total liabilities and stockholders’ equity (deficit)	$	1,047,143	$	1,049,057


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue	$	98,765	$	70,915	$	186,134	$	134,482
Operating expenses:
Cost of revenue		81,330		29,251		132,605		54,467
Selling and marketing		34,637		29,160		67,222		55,237
Product and technology		15,495		15,777		29,445		30,009
General and administrative		22,779		28,297		48,608		54,896
Provision for doubtful accounts		48,718		108		48,955		207
Impairment loss on intangible assets and goodwill		55,211		—		57,232		—
Total operating expenses		258,170		102,593		384,067		194,816
Operating loss		(159,405)		(31,678)		(197,933)		(60,334)
Other income (expense):
Interest expense		(8,775)		(1,925)		(10,963)		(4,352)
Change in fair value of earnout liability		—		2,587		—		13,766
Change in fair value of private warrant liability		15		4,078		360		14,267
Change in fair value of derivatives		(2,950)		—		(2,950)		—
Gain on extinguishment of debt		81,354		—		81,354		—
Investment income and realized gains, net of investment expenses		1,249		243		2,007		440
Other income (expense), net		1,578		(162)		2,340		(107)
Total other income (expense)		72,471		4,821		72,148		24,014
Loss before income taxes		(86,934)		(26,857)		(125,785)		(36,320)
Income tax benefit (provision)		(29)		(468)		82		(290)
Net loss	$	(86,963)	$	(27,325)	$	(125,703)	$	(36,610)

Net loss per share - basic and diluted (Note 15)	$	(0.91)	$	(0.28)	$	(1.32)	$	(0.38)

Shares used in computing basic and diluted net loss per share		95,731,850		97,142,163		95,472,277		96,611,294


								Accumulated
				Additional				Other		Total
	Common Stock			Paid-in		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Capital		Deficit		Loss		Equity (Deficit)
Balances as of March 31, 2023	97,018,032	$	10	$	677,426	$	(626,864)	$	(5,296)	$	45,276
Net loss	—		—		—		(86,963)		—		(86,963)
Other comprehensive loss, net of tax	—		—		—		—		(780)		(780)
Stock-based compensation	—		—		6,404		—		—		6,404
Vesting of restricted stock units	1,627,546		—		—		—		—		—
Income tax withholdings	(476,622)		—		(679)		—		—		(679)
Balances as of June 30, 2023	98,168,956	$	10	$	683,151	$	(713,827)	$	(6,076)	$	(36,742)


Supplemental schedule of non-cash financing activities
Non-cash reduction in advanced funding arrangement obligations	$	7,848	$	—
Supplemental disclosures
Cash paid for interest	$	2,276	$	1,587
Income tax refunds received	$	2,300	$	—
Non-cash consideration for acquisitions	$	—	$	21,607
Cash payable for acquisition	$	—	$	5,000


	As of June 30, 2023		As of December 31, 2022
Ceded reinsurance premiums payable	$	77,051	$	29,204
Commissions payable, reinsurers and agents		6,650		21,045
Advance premiums		10,383		8,668
Funds held under reinsurance treaty		1,715		1,851
General and accrued expenses payable		17,050		942
Other insurance liabilities, current	$	112,849	$	61,710


	Contract Assets
Balance at December 31, 2022	$	15,521
Estimated lifetime value of commissions on insurance policies sold by carriers		3,792
Cash receipts		(2,285)
Balance at June 30, 2023	$	17,028


	Vertical Software
	Deferred Revenue
Balance at December 31, 2022	$	3,874
Revenue recognized		(8,613)
Additional amounts deferred		8,695
Balance at June 30, 2023	$	3,956


	As of June 30, 2023
			Gross Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasuries	$	28,407	$	1	$	(361)	$	28,047
Obligations of states, municipalities and political subdivisions		11,846		4		(1,178)		10,672
Corporate bonds		35,236		38		(2,879)		32,395
Residential and commercial mortgage-backed securities		17,607		16		(1,328)		16,295
Other loan-backed and structured securities		5,710		4		(393)		5,321
Total investment securities	$	98,806	$	63	$	(6,139)	$	92,730


	Less Than Twelve Months				Twelve Months or Greater				Total
	Gross				Gross				Gross
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
As of June 30, 2023	Loss		Value		Loss		Value		Loss		Value
U.S. Treasuries	$	(182)	$	25,500	$	(179)	$	2,232	$	(361)	$	27,732
Obligations of states, municipalities and political subdivisions		(79)		2,060		(1,099)		8,145		(1,178)		10,205
Corporate bonds		(530)		12,546		(2,349)		18,045		(2,879)		30,591
Residential and commercial mortgage-backed securities		(292)		8,365		(1,036)		7,319		(1,328)		15,684
Other loan-backed and structured securities		(109)		1,039		(284)		3,677		(393)		4,716
Total securities	$	(1,192)	$	49,510	$	(4,947)	$	39,418	$	(6,139)	$	88,928


	Fair Value Measurement as of June 30, 2023
							Total
	Level 1		Level 2		Level 3		Fair Value
Assets
Money market mutual funds	$	74,073	$	—	$	—	$	74,073
Debt securities:
U.S. Treasuries		28,047		—		—		28,047
Obligations of states and municipalities		—		10,672		—		10,672
Corporate bonds		—		32,395		—		32,395
Residential and commercial mortgage-backed securities		—		16,295		—		16,295
Other loan-backed and structured securities		—		5,321		—		5,321
	$	102,120	$	64,683	$	—	$	166,803
Liabilities, Noncurrent
Contingent consideration - business combinations	$	—	$	—	$	21,328	$	21,328
Contingent consideration - earnout		—		—		44		44
Private warrant liability		—		—		347		347
Embedded derivatives		—		—		26,820		26,820
	$	—	$	—	$	48,539	$	48,539


				Contingent
	Contingent			Consideration -				Private
	Consideration -			Business		Embedded		Warrant
	Earnout			Combinations		Derivatives		Liability
Fair value as of December 31, 2022	$	44		$	24,546	$	—	$	707
Additions		—			—		23,870		—
Settlements		—			(408)		—		—
Change in fair value, loss (gain) included in net loss⁽¹⁾		—	��		(2,810)		2,950		(360)
Fair value as of June 30, 2023	$	44		$	21,328	$	26,820	$	347


	June 30,		December 31,
	2023		2022
Software and computer equipment	$	8,266	$	8,326
Furniture, office equipment, and other		1,708		2,118
Internally developed software		20,017		17,128
Leasehold improvements		1,178		1,178
		31,169		28,750
Less: Accumulated depreciation and amortization		(16,401)		(16,510)
Property, equipment, and software, net	$	14,768	$	12,240


	Weighted			Accumulated
	Average	Intangible		Amortization		Intangible
	Useful Life	Assets,		And		Assets,
	(in years)	gross		Impairment		Net
Customer relationships	9.0	$	69,505	$	(19,494)	$	50,011
Acquired technology	5.0		36,041		(19,175)		16,866
Trademarks and tradenames	10.0		23,443		(5,609)		17,834
Non-compete agreements	3.0		616		(431)		185
Value of business acquired	1.0		400		(400)		—
Renewal rights	6.0		9,734		(2,764)		6,970
Insurance licenses	Indefinite		4,960		—		4,960
Total intangible assets		$	144,699	$	(47,873)	$	96,826


	Goodwill
Balance as of December 31, 2022, net of accumulated impairment of $43.8 million	$	244,697
Acquisition		2,421
Impairment loss		(55,211)
Balance as of June 30, 2023, net of accumulated impairment of $99.0 million	$	191,907


					Debt
			Unaccreted		Issuance		Carrying
	Principal		Discount		Costs		Value
Convertible senior notes, due 2026	$	225,000	$	—	$	(3,909)	$	221,091
Convertible senior notes, due 2028		333,334		(122,877)		(4,707)		205,750
Advance funding arrangement		5,321		(32)		—		5,289
Other notes		300		(26)		—		274
Balance as of June 30, 2023	$	563,955	$	(122,935)	$	(8,616)	$	432,404


		Number of
	Number of	Common
	Warrants	Shares Issued
Balances as of December 31, 2022	1,795,700	11,521,412
Exercised	—	—
Canceled	—	—
Balances as of June 30, 2023	1,795,700	11,521,412


			Number of
		Number of	Performance
	Number of	Restricted	Restricted
	Options	Stock Units	Stock Units
Balances as of December 31, 2022	3,862,918	5,309,241	920,924
Granted	—	5,591,534	3,135,073
Vested		(1,164,592)	—
Exercised	(4,519)	—	—
Forfeited, canceled or expired	(141,207)	(547,505)	—
Balances as of June 30, 2023	3,717,192	9,188,678	4,055,997


	Three Months Ended June 30, 2023				Six Months Ended June 30, 2023
	Vertical Software Segment		Insurance Segment		Vertical Software Segment		Insurance Segment
Revenue:
Software and service subscriptions	$	17,524	$	—	$	34,333	$	—
Move-related transactions		12,246		—		20,015		—
Post-move transactions		4,665		—		8,714		—
Insurance		—		64,330		—		123,072
Total revenue	$	34,435	$	64,330	$	63,062	$	123,072


	Three Months Ended June 30, 2022				Six Months Ended June 30, 2022
	Vertical Software Segment		Insurance Segment		Vertical Software Segment		Insurance Segment
Revenue:
Software and service subscriptions	$	19,847	$	—	$	37,078	$	—
Move-related transactions		17,458		—		29,586		—
Post-move transactions		5,235		—		10,280		—
Insurance		—		28,375		—		57,538
Total revenue	$	42,540	$	28,375	$	76,944	$	57,538