Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001722438 | |
Entity Registrant Name | Doma Holdings, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39754 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1956909 | |
Entity Address, Address Line One | 101 Mission Street, Suite 1050 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 650 | |
Local Phone Number | 419-3827 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,012,245 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, 25 whole warrants exercisable for one share of common stock at an exercise price of $287.50 per share | |
Trading Symbol | DOMAW | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | DOMA | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 61,467 | $ 65,939 |
Restricted cash | 3,985 | 5,228 |
Investments: | ||
Held-to-maturity debt securities, at amortized cost (net of allowance for credit losses of $123 at March 31, 2024 and $125 at December 31, 2023) | 16,582 | 18,179 |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 50,395 | 58,032 |
Mortgage loans | 45 | 45 |
Total investments | 67,022 | 76,256 |
Trade and other receivables (net of allowance for credit losses of $1,812 at March 31, 2024 and $1,802 at December 31, 2023) | 21,897 | 24,452 |
Prepaid expenses, deposits and other assets | 7,113 | 4,614 |
Lease right-of-use assets | 3,827 | 4,175 |
Fixed assets (net of accumulated depreciation of $31,287 at March 31, 2024 and $26,272 at December 31, 2023) | 29,697 | 30,945 |
Title plants | 2,716 | 2,716 |
Goodwill | 23,413 | 23,413 |
Assets held for disposal | 2,062 | 2,563 |
Total assets | 223,199 | 240,301 |
Liabilities and stockholders’ deficit | ||
Accounts payable | 1,698 | 1,798 |
Accrued expenses and other liabilities | 12,072 | 12,700 |
Lease liabilities | 8,078 | 8,838 |
Senior secured credit agreement, net of debt issuance costs and original issue discount | 160,692 | 154,087 |
Liability for loss and loss adjustment expenses | 76,155 | 81,894 |
Warrant liabilities | 29 | 26 |
Sponsor Covered Shares liability | 321 | 86 |
Liabilities held for disposal | 5,835 | 6,783 |
Total liabilities | 264,880 | 266,212 |
Commitments and contingencies (see Note 12) | ||
Stockholders’ deficit: | ||
Common stock, 0.0001 par value; 80,000,000 shares authorized at March 31, 2024; 13,887,772 and 13,524,203 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 1 | 1 |
Additional paid-in capital | 598,475 | 593,772 |
Accumulated deficit | (639,752) | (619,201) |
Accumulated other comprehensive income | (405) | (483) |
Total stockholders’ deficit | (41,681) | (25,911) |
Total liabilities and stockholders’ deficit | $ 223,199 | $ 240,301 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Held-to-maturity debt securities, allowance for credit loss | $ 123 | $ 125 |
Available-for-sale debt securities, amortized cost | 50,800 | 58,516 |
Receivables, allowance for credit losses | 1,812 | 1,802 |
Fixed assets, accumulated depreciation | $ 31,287 | $ 26,272 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, issued (in shares) | 13,887,772 | 13,524,203 |
Common stock, outstanding (in shares) | 13,887,772 | 13,524,203 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Revenues: | |||
Net premiums written | [1] | $ 63,513 | $ 66,770 |
Escrow, other title-related fees and other | [2] | 1,071 | 964 |
Investment, dividend and other income | 1,483 | 1,078 | |
Total revenues | 66,067 | 68,812 | |
Expenses: | |||
Premiums retained by agents | [3],[4] | 52,391 | 54,537 |
Title examination expense | 858 | 733 | |
Provision for claims | 730 | 3,287 | |
Personnel costs | 14,615 | 25,408 | |
Other operating expenses | 10,608 | 11,968 | |
Total operating expenses | 79,202 | 95,933 | |
Operating loss from continuing operations | (13,135) | (27,121) | |
Other (expense) income: | |||
Change in fair value of Warrant and Sponsor Covered Shares liabilities | (239) | 15 | |
Interest expense | (6,604) | (3,971) | |
Loss from continuing operations before income taxes | (19,978) | (31,077) | |
Income tax benefit (expense) | 504 | (156) | |
Loss from continuing operations, net of taxes | (19,474) | (31,233) | |
Loss from discontinued operations, net of taxes | (1,077) | (10,890) | |
Net loss | $ (20,551) | $ (42,123) | |
Earnings per share: | |||
Net loss from continuing operations per share attributable to stockholders - basic and diluted (in dollars per share) | $ (1.42) | $ (2.37) | |
Net loss per share attributable to stockholders - basic and diluted (in dollars per share) | $ (1.5) | $ (3.19) | |
Weighted average shares outstanding common stock - basic and diluted (in shares) | 13,736,176 | 13,194,859 | |
[1]Net premiums written includes revenues from a related party of $34.1 million and $30.0 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11).[2]Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents.[3]Premiums retained by agents includes expenses associated with a related party of $27.5 million and $24.1 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11).[4]This expense represents a deduction from the net premiums written for the amounts that are retained by Direct Agents and Third-Party Agents as compensation for their efforts to generate premium income for our Underwriting segment. The impact of premiums retained by our Direct Agents from continuing operations and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Net premiums written | [1] | $ 63,513 | $ 66,770 |
Premiums retained by agents | [2],[3] | 52,391 | 54,537 |
Related Parties [Member] | |||
Net premiums written | 24,100 | 30,000 | |
Premiums retained by agents | $ 27,500 | $ 24,100 | |
[1]Net premiums written includes revenues from a related party of $34.1 million and $30.0 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11).[2]Premiums retained by agents includes expenses associated with a related party of $27.5 million and $24.1 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11).[3]This expense represents a deduction from the net premiums written for the amounts that are retained by Direct Agents and Third-Party Agents as compensation for their efforts to generate premium income for our Underwriting segment. The impact of premiums retained by our Direct Agents from continuing operations and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net loss | $ (20,551) | $ (42,123) |
Other comprehensive loss, net of tax: | ||
Unrealized gain on available-for-sale debt securities, net of tax | 78 | 334 |
Comprehensive loss | $ (20,473) | $ (41,789) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance (in shares) at Dec. 31, 2022 | 13,165,919 | ||||
Balance at Dec. 31, 2022 | $ 1 | $ 577,515 | $ (494,787) | $ (937) | $ 81,792 |
Exercise of stock options (in shares) | 16,120 | ||||
Exercise of stock options | $ 0 | 182 | 0 | 0 | 182 |
Vesting of RSU awards (in shares) | 37,338 | ||||
Stock-based compensation expense | $ 0 | 5,697 | 0 | 0 | 5,697 |
Net loss | 0 | 0 | (42,123) | 0 | (42,123) |
Other comprehensive income | $ 0 | 0 | 0 | 334 | 334 |
Balance (in shares) at Mar. 31, 2023 | 13,219,377 | ||||
Balance at Mar. 31, 2023 | $ 1 | 583,394 | (536,910) | (603) | 45,882 |
Balance (in shares) at Dec. 31, 2023 | 13,524,203 | ||||
Balance at Dec. 31, 2023 | $ 1 | 593,772 | (619,201) | (483) | $ (25,911) |
Exercise of stock options (in shares) | 0 | ||||
Vesting of RSU awards (in shares) | 363,569 | ||||
Stock-based compensation expense | $ 0 | 4,703 | 0 | 0 | $ 4,703 |
Net loss | 0 | 0 | (20,551) | 0 | (20,551) |
Other comprehensive income | $ 0 | 0 | 0 | 78 | 78 |
Balance (in shares) at Mar. 31, 2024 | 13,887,772 | ||||
Balance at Mar. 31, 2024 | $ 1 | $ 598,475 | $ (639,752) | $ (405) | $ (41,681) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flow from operating activities: | ||
Net loss | $ (20,551) | $ (42,123) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest expense - paid in kind | 5,659 | 2,604 |
Depreciation and amortization | 2,998 | 3,075 |
Stock-based compensation expense | 4,703 | 5,697 |
Amortization of debt issuance costs and original issue discount | 945 | 816 |
Provision for doubtful accounts (reduction for expected credit losses) | 141 | (86) |
Deferred income taxes | (525) | 147 |
Loss (gain) on disposal of fixed assets and title plants | (110) | 584 |
Net amortization of premiums and accretion of discounts on fixed maturity securities | (113) | (348) |
Change in fair value of Warrant and Sponsor Covered Shares liabilities | 239 | (15) |
Long-lived asset impairment | 0 | 181 |
Change in operating assets and liabilities, net of effects from sales of discontinued operations: | ||
Trade and other receivables | 2,452 | 11,583 |
Prepaid expenses, deposits and other assets | (2,365) | 1,182 |
Lease right-of-use assets and lease liabilities | (897) | (698) |
Accounts payable | (247) | 7 |
Accrued expenses and other liabilities | (248) | (5,930) |
Liability for loss and loss adjustments expenses | (5,735) | (554) |
Net cash used in operating activities | (13,654) | (23,878) |
Cash flow from investing activities: | ||
Proceeds from calls and maturities of investments: Held-to-maturity | 2,600 | 64,519 |
Proceeds from calls and maturities of investments: Available-for-sale | 7,900 | 250 |
Purchases of investments: Held-to-maturity | (1,072) | (35,746) |
Proceeds from sales of fixed assets | 0 | 82 |
Purchases of fixed assets | (1,489) | (2,768) |
Proceeds from sale of title plants and dividends from title plants | 0 | 194 |
Net cash provided by investing activities | 7,939 | 26,531 |
Cash flow from financing activities: | ||
Exercise of stock options | 0 | (182) |
Net cash provided by financing activities | 0 | 182 |
Net change in cash and cash equivalents and restricted cash | (5,715) | 2,835 |
Cash and cash equivalents and restricted cash at the beginning period | 71,167 | 81,383 |
Cash and cash equivalents and restricted cash at the end of period | 65,452 | 84,218 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 0 | 2,084 |
Supplemental disclosure of non-cash investing activities: | ||
Unrealized gain on available-for-sale debt securities | $ 78 | $ 334 |
Note 1 - Organization and Busin
Note 1 - Organization and Business Operations | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and business operations On July 28, 2021 ( March 2, 2021, March 18, 2021, 3 Unless the context otherwise requires, references herein to “company,” “Company,” “Doma,” “we,” “us,” “our” and similar terms refer to Doma Holdings, Inc. (f/k/a Capitol Investment Corp. V) and its consolidated subsidiaries. References to “Capitol” refer to our legal predecessor company prior to the consummation of the Business Combination. References to “Old Doma” refer to Old Doma prior to the Business Combination and to States Title, the wholly owned subsidiary of Doma, upon the consummation of the Business Combination. Old Doma was initially formed as a wholly-owned subsidiary of States Title Inc. (“Legacy States Title”) to combine the operations of Legacy States Title and the retail agency and title insurance underwriting business (the “Acquired Business”) of North American Title Group, LLC (“NATG”), a subsidiary of Lennar Corporation (“Lennar”). Doma is a real estate technology company that is architecting the future of real estate transactions. Using machine intelligence and our proprietary technology solutions, we are creating a vastly more simple, efficient, and affordable real estate closing experience for current and prospective homeowners, lenders, title agents and real estate professionals. Starting in the second 2023 third 2023, mpany sold its assets used in or related to the Company’s title insurance agency business operated through local retail title offices (the Company’s “Local Component”). With the execution of the final agreements in the third 2023, no tion of these agreements and the exiting of the Local Component represented a strategic shift that had a major effect on the Company’s operations and financial results, which triggered discontinued operations presentation, in accordance with ASC 205 20 45. 3 Subsequent to the finalization of the sale of the Local Component in the third 2023, two 10 7 18 Going Concern We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including our working capital and capital expenditure needs and other commitments. Our recurring working capital requirements relate mainly to our cash operating costs. Our capital expenditure requirements consist mainly of software development related to our Doma Intelligence platform. We had $65.5 million in cash and cash equivalents and restricted cash, $16.6 million in held-to-maturity debt securities, and $50.4 million in available-for-sale debt securities as of March 31, 2024 December 31, 2023, 2024, During our financial close and forecasting process for the year ended December 31, 2023, 8 12 Proposed Merger On March 28, 2024, The Company’s board of directors, acting on the unanimous recommendation of a special committee comprised of independent and disinterested directors formed for the purpose of considering the transaction, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, the Voting and Support Agreement (as defined in Note 3 Assuming the satisfaction of the conditions set forth in the Merger Agreement, the Company expects the transactions contemplated thereby to close in the second 2024. The foregoing description of the Merger Agreement and the transactions contemplated thereunder is not 8 March 29, 2024, For more information, refer to Note 3 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. Summary of significant accounting policies Basis of presentation The accompanying condensed consolidated balance sheet as of March 31, 2024 three March 31, 2024 2023 three March 31, 2024 2023 These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not March 31, 2024 three March 31, 2024 2023 three March 31, 2024 2023 three March 31, 2024 not December 31, 2024 Certain prior year amounts have been reclassified to conform to the current year presentation under Accounting Standard Codification 205 20 45, References to the Accounting Standard Codification (“ASC”) and Accounting Standard Updates (“ASU”) included hereinafter refer to the Accounting Standards Codification and Updates issued by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. The accompanying condensed consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions related to continuing operations have been eliminated in consolidation. Reverse stock split On June 29, 2023, 1 11:59 June 29, 2023 ( As a result of the Reverse Stock Split, every 25 shares of the Company’s issued and outstanding common stock were automatically converted into one No first one Proportionate adjustments were made to the number of shares issuable upon the exercise or vesting of all stock options, restricted stock awards, restricted stock units, performance restricted stock units or market-based awards (the “Stock-Based Awards”) and warrants outstanding at the Effective Time, which resulted in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such Stock-Based Awards and warrants. In the case of stock options and warrants, proportionate adjustments also included a proportional increase in the exercise price of such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2021 Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from the estimates made by management. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Significant items subject to such estimates and assumptions include, but are not not 2 Trade and other receivables, net Trade and other receivables include the following: March 31, December 31, 2024 2023 Trade receivables $ 6,020 $ 9,170 Accrued net premiums written from Third-Party Agent referrals 2,026 2,418 Trade receivables, gross $ 8,046 $ 11,588 Allowance for credit losses (1,812 ) (1,802 ) Trade receivables, net $ 6,234 $ 9,786 Local Sales Deferred Earnout receivable 12,676 12,497 Investment trade receivables 1,200 — Miscellaneous other receivables 1,787 2,169 Other receivables $ 15,663 $ 14,666 Trade and other receivables, net $ 21,897 $ 24,452 Trade receivables are generally due within thirty ninety 3. Title plants Title plants are carried at cost, with costs incurred to maintain, update and operate title plants expensed as incurred. Because properly maintained title plants have indefinite lives and do not no may not not three March 31, 2024 2023 Goodwill Goodwill represents the excess of the acquisition price over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is assigned to one October 1 not one first not not not Reinsurance The Company utilizes reinsurance programs to limit its maximum loss exposure by reinsuring certain risks with other insurers. The Company has three 2024 September 30, 2023. Effective January 1, 2024, 2024 2024 two 1 2 2024 June 30, 2025. Effective October 1, 2023, Under the Quota Share Treaty, effective February 24, 2021, Payments and recoveries on reinsured losses for the Company’s title insurance business were immaterial during the three March 31, 2024 2023 Ceding commission from reinsurance transactions are presented as revenue within the “Escrow, other title-related fees and other” revenue line item in the condensed consolidated statements of operations. Total premiums ceded in connection with reinsurance are netted against the written premiums in the condensed consolidated statements of operations. Gross premiums earned and ceded premiums are as follows: Three Months Ended March 31, 2024 2023 Gross premiums earned 63,628 66,915 Ceded premiums (115 ) (145 ) Net premiums earned 63,513 66,770 Percentage of amount net to gross 99.8 % 99.8 % Income taxes Our effective tax rate for the three March 31, 2024 2023 March 31, 2024 December 31, 2023 not not March 31, 2024 December 31, 2023 2018 2036. no 2030. 2020 2022 2019 2022 March 31, 2024 no March 31, 2024 Leases The Company determines if a contract contains a lease at inception of the contract. The Company's inventory of leases primarily consists of operating office space and office equipment leases which are recorded as a lease obligation liability and as a lease right-of-use asset on the accompanying condensed consolidated balance sheet. The lease right-of-use asset represents the Company's right to use each underlying asset for the lease term and the lease obligation liability represents the Company's obligation over the lease term. The Company's lease obligation is recorded at the present value of the lease payments based on the term of the lease. The Company applies an incremental borrowing rate of interest as of the effective date of adoption or the lease effective date equivalent to a collateralized borrowing rate with similar terms. The discount rate used to calculate the present value of our future minimum lease payments is based, where appropriate, on the Company's incremental borrowing rate of its current loan and security agreement. Lease expenses for lease payments, where appropriate, are recognized on a straight-line basis over the lease term. Short-term leases of 12 17 Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions and our investment portfolio. The Company has not not Additionally, we manage the exposure to credit risk in our investment portfolio by investing in high quality securities and diversifying our holdings. Our investment portfolio is comprised of corporate debt, foreign government securities, certificates of deposit, single-family residential mortgage loans, and U.S. Treasuries. Emerging Growth Company and Smaller Reporting Company The Company is an “emerging growth company,” as defined in Section 2 2012 may not not not 404 not Further, Section 102 1 not not not may Additionally, the Company is a “smaller reporting company” as defined in Item 10 1 may two Recently issued and adopted accounting pronouncements No three March 31, 2024 Recently issued but not In December 2023, No. 2023 09, December 15, 2024. December 15, 2025. not In November 2023, No. 2023 07, December 15, 2023, December 15, 2024, In August 2018, 2018 12, 944 December 15, 2022 June 2020, 2018 12 one 19. may not January 1, 2025. not not |
Note 3 - Business Combinations
Note 3 - Business Combinations and Divestitures | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. Capitol Business Combination As described in Note 1, March 2, 2021, July 28, 2021. No Immediately after the Closing Date, 53,026 shares of common stock held by the Sponsor became subject to vesting, contingent upon the price of Doma’s common stock, par value $0.0001 (“Doma common stock”) exceeding certain thresholds (the “Sponsor Covered Shares”). As of March 31, 2024 On December 4, 2020, 25 16 Immediately after the Closing Date, 20% of the aggregate of our common stock held by certain investors (collectively, the “Sponsor”) two one 20 30 tenth one 20 30 tenth March 2, 2021 ( ten March 31, 2024 none no Also following the Closing Date, the Sellers have the contingent right to receive up to an additional number of shares equal to 5% of the sum of (i) the aggregate number of outstanding shares of our common stock (including restricted common stock, but excluding Sponsor Covered Shares), plus (ii) the maximum number of shares underlying our options that are vested and the maximum number of shares underlying warrants to purchase shares of Doma common stock issued as replacement warrants for Old Doma warrants, in each case of these clauses (i) and (ii), as of immediately following the Closing Date (the “Seller Earnout Shares”). The Seller Earnout Shares are contingently issuable to the Sellers in two one 20 30 fifth one 20 30 fifth none March 31, 2024 no March 31, 2024 Unless the context otherwise requires or otherwise indicates, share counts of Doma common stock provided in this Quarterly Report exclude both the Sponsor Covered Shares and the Seller Earnout Shares. North American Title Acquisition On January 7, 2019, third Local Retail Branch Sales On May 19, 2023, May 19, 2023 ( 12 In separate transactions, on July 14, 2023, July 28, 2023, Unless the context otherwise requires, references herein to “Q3 Q3 12 In conjunction with the Local Sales, we recognized the following: WFG Asset Sale Q3 Local Sales Total Local Sales Pre-tax loss on sale of business $ 10,313 $ 635 $ 10,948 Cash consideration $ 10,500 $ 2,645 $ 13,145 Deferred Earnout receivable 10,928 1,556 12,484 Total purchase consideration $ 21,428 $ 4,201 $ 25,629 Total transaction costs, including legal fees, professional fees and other $ 3,487 $ 767 $ 4,254 The Deferred Earnout is recorded in trade and other receivables in the condensed consolidated balance sheets. The fair value of the Deferred Earnout is based on historic, Company-specific attrition rates or revenue projections and a discount factor based on the weighted average cost of capital, both Level 3 three March 31, 2024 The following table presents the net assets sold and the goodwill associated with the Local Sales: WFG Asset Sale Q3 Local Sales Total Local Sales Goodwill $ 19,270 $ 3,597 $ 22,867 Title plants 8,806 — 8,806 Fixed assets 549 717 1,266 Other assets 129 148 277 Total assets $ 28,754 $ 4,462 $ 33,216 Accrued expenses and other liabilities $ - $ 392 $ 392 Total liabilities $ - $ 392 $ 392 Net assets $ 28,754 $ 4,070 $ 32,824 Merger Agreement On March 28, 2024, not 8 March 29, 2024, The Company Board, acting on the unanimous recommendation of a special committee comprised of independent and disinterested directors formed for the purpose of considering the transaction, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, the Voting and Support Agreement (as defined below) and the other agreements contemplated by the Merger Agreement and the transactions contemplated thereby, are fair, advisable and in the best interests of the Company and the Disinterested Stockholders and (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and the Voting and Support Agreement and the other agreements contemplated by the Merger Agreement and the transactions contemplated thereby, and (iii) resolved to submit and recommend the Merger Agreement to the Company’s stockholders for approval and adoption thereby. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger: ● each share of common stock, par value $0.0001 per share, of the Company (“Common Stock”) outstanding immediately prior to the Effective Time (subject to certain exceptions, including for shares of Common Stock owned by stockholders of the Company who have not 262 ● each warrant to purchase shares of Common Stock that is outstanding immediately prior to the Effective Time will, in accordance with its terms, automatically and without any required action on the part of the holder thereof, cease to represent a warrant to purchase shares of Common Stock and become a warrant exercisable for Merger Consideration; ● each option to purchase Common Stock (each, a “Company Option”) that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock subject to such Company Option by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option; ● each unvested award of restricted shares of Common Stock (each, a “Company RS Award”) that is outstanding immediately prior to the Effective Time will automatically be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the aggregate number of shares subject to such Company RS Award by (ii) the Merger Consideration; ● each award of restricted stock units of the Company (each, a “Company RSU Award”) that is outstanding immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the aggregate number of shares subject to such Company RSU Award by (ii) the Merger Consideration; and ● each award of performance-based or market-based restricted stock units of the Company (each, a “Company PRSU Award”) that is outstanding immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive, an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the aggregate number of shares subject to such Company PRSU Award (if any) that would satisfy the performance conditions applicable to such Company PRSU Award measured as of immediately prior to the Effective Time (in accordance with the applicable award agreement governing such Company PRSU Award) by (ii) the Merger Consideration. Assuming the satisfaction of the conditions set forth in the Merger Agreement, the Company expects the transactions contemplated thereby to close in the second 2024. The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement and the Merger at a stockholder meeting that will be held on a date to be announced as promptly as reasonably practicable following the customary review process by the SEC. The consummation of the Merger is not no The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct its businesses in the ordinary course between the execution and completion of the Merger Agreement, not 50 “no third third “no Parent and Merger Sub have represented that they will have sufficient cash at the Closing regardless of third Lenders The Merger Agreement contains certain termination rights for both the Company and Parent. If the Merger Agreement is terminated ( 1 not 2 3 may may not September 28, 2024 ( October 28, 2024 ( November 28, 2024. not not June 26, 2024; not five 5 June 26, 2024 If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. As of March 31, 2024 Voting and Support Agreement Concurrently with the execution of the Merger Agreement, LENX ST Investor, LLC and Len FW Investor, LLC (“Len FW,” and together with LENX ST Investor, LLC, the “Lennar Stockholders”), the Company and Parent entered into a Voting and Support Agreement (the “Voting and Support Agreement”), pursuant to which the Lennar Stockholders have agreed, among other things and subject to the terms and conditions set forth therein, to vote or cause to be voted all shares of Common Stock beneficially owned by the Lennar Stockholders (the “Voting Agreement Shares”) in favor of adopting the Merger Agreement and the transactions contemplated thereby, including the Merger. The Lennar Stockholders hold, collectively, approximately 25% of the voting power of the Common Stock. Under the Voting and Support Agreement, the Lennar Stockholders have agreed to, among other things, (a) vote the Voting Agreement Shares in favor of the Merger, the adoption of the Merger Agreement and the transactions contemplated thereby and (b) vote against any Alternative Acquisition Agreement and any other action or agreement (including, without limitation, any amendment of any agreement), amendment of the Company’s organizational documents or other action that is intended or would reasonably be expected to materially prevent or delay the consummation of the Transactions, including the Merger. The Voting and Support Agreement will automatically terminate upon the earliest of (i) written agreement of the parties thereto to terminate the Voting and Support Agreement, (ii) the valid termination of the Merger Agreement in accordance with its terms and (iii) the Effective Time, and each Lennar Stockholder may x |
Note 4 - Investments and Fair V
Note 4 - Investments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Investment [Text Block] | 4. Investments and fair value measurements Held-to-maturity debt securities The cost basis, fair values and gross unrealized gains and losses of our held-to-maturity debt securities are as follows: March 31, 2024 December 31, 2023 Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value Corporate debt securities (1) $ 12,209 $ — $ (314 ) $ 11,895 $ 13,786 $ — $ (400 ) $ 13,386 U.S. Treasury securities 4,058 1 (37 ) 4,022 4,081 3 (37 ) 4,047 Certificates of deposit 438 — — 438 437 — — 437 Total 16,705 1 (351 ) 16,355 18,304 3 (437 ) 17,870 Allowance for credit losses (123 ) — — (123 ) (125 ) — — (125 ) Total, net of allowance for credit losses $ 16,582 $ 1 $ (351 ) $ 16,232 $ 18,179 $ 3 $ (437 ) $ 17,745 ( 1 The cost basis of held-to-maturity debt securities includes an adjustment for the amortization of premium or discount since the date of purchase. Held-to-maturity debt securities valued at approximately $2.3 million and $2.4 million were on deposit with various governmental authorities at March 31, 2024 December 31, 2023 The change in net unrealized gains and losses on held-to-maturity debt securities for the three March 31, 2024 2023 Net realized gains of held-to-maturity debt securities are computed using the specific identification method and are included in the condensed consolidated statements of operations. The following table presents certain information regarding contractual maturities of our held-to-maturity debt securities: March 31, 2024 Maturity % of % of Amortized Cost Total Fair Value Total One year or less $ 8,856 53 % $ 8,734 53 % After one year through five years 7,849 47 % 7,621 47 % Total $ 16,705 100 % $ 16,355 100 % There were no five may Net unrealized losses on held-to-maturity debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows: March 31, 2024 December 31, 2023 Corporate U.S. Corporate U.S. debt Treasury debt Treasury securities securities Total securities securities Total Less than 12 months Fair value $ — $ 1,004 $ 1,004 $ — $ 999 $ 999 Unrealized losses $ — $ (2 ) $ (2 ) $ — $ (3 ) $ (3 ) Greater than 12 months Fair value $ 11,396 $ 1,720 $ 13,116 $ 13,386 $ 1,736 $ 15,122 Unrealized losses $ (314 ) $ (35 ) $ (349 ) $ (400 ) $ (34 ) $ (434 ) Total Fair value $ 11,396 $ 2,724 $ 14,120 $ 13,386 $ 2,735 $ 16,121 Unrealized losses $ (314 ) $ (37 ) $ (351 ) $ (400 ) $ (37 ) $ (437 ) We believe that any unrealized losses on our held-to-maturity debt securities at March 31, 2024 no not not Under the CECL model, the Company recognizes credit losses for its held-to-maturity debt securities by setting up an allowance which is remeasured each reporting period, with changes in the allowance recorded in the condensed consolidated statements of operations. The Company establishes an allowance for credit losses based on a number of factors including the current economic conditions, management's expectations of future economic conditions and performance indicators, such as credit agency ratings and payment and default history. As of March 31, 2024 B2. For our held-to-maturity debt securities, the Company's model estimates expected credit loss by multiplying the exposure at default by both the probability of default and loss given default (“LGD”). The probability of default and LGD percentages are estimated after considering historical experience with global default rates and unsecured bond recovery rates for horizons aligning to the Company’s held-to-maturity debt security portfolio. The calculated allowance is recorded as an offset to held-to-maturity debt securities in the condensed consolidated balance sheets and in the investment, dividend and other income line on the condensed consolidated statements of operations. Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities Beginning balance, January 1, 2024 $ 125 Current-period reduction for expected credit losses (2 ) Ending balance of the allowance for credit losses, March 31, 2024 $ 123 Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities Beginning balance, January 1, 2023 $ 440 Current-period reduction for expected credit losses (142 ) Ending balance of the allowance for credit losses, March 31, 2023 $ 298 There were neither charges against the allowance nor recoveries of previously written off amounts for the three March 31, 2024 2023 Available-for-sale debt securities The cost basis, fair values and gross unrealized gains and losses of our available-for-sale debt securities are as follows: March 31, 2024 December 31, 2023 Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value Corporate debt securities (1) $ 24,679 $ — $ (199 ) $ 24,480 $ 26,136 $ — $ (203 ) $ 25,933 U.S. Treasury securities 24,612 — (191 ) 24,421 30,878 — (263 ) 30,615 Foreign government securities 1,509 — (15 ) 1,494 1,502 — (18 ) 1,484 Total $ 50,800 $ — $ (405 ) $ 50,395 $ 58,516 $ — $ (484 ) $ 58,032 ( 1 Includes both U.S. and foreign corporate debt securities. The cost basis of available-for-sale debt securities includes an adjustment for the amortization of premium or discount since the date of purchase. The change in net unrealized gains on available-for-sale debt securities for the three March 31, 2024 2023 March 31, 2024 Net realized gains on disposition of available-for-sale debt securities are computed using the specific identification method and are included in the condensed consolidated statements of operations. The following table presents certain information regarding contractual maturities of our available-for-sale debt securities: Maturity March 31, 2024 % of % of Amortized Cost Total Fair Value Total One year or less $ 45,513 90 % $ 45,148 90 % After one year through five years 5,287 10 % 5,247 10 % Total $ 50,800 100 % $ 50,395 100 % There were no five may Net unrealized losses on available-for-sale debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows: March 31, 2024 December 31, 2023 Corporate U.S. Foreign Corporate U.S. Foreign debt Treasury government debt Treasury government securities securities securities Total securities securities securities Total Less than 12 months Fair value $ 8,806 $ 1,958 $ — $ 10,764 $ 8,810 $ 1,953 $ — $ 10,763 Unrealized losses $ (64 ) $ (14 ) $ — $ (78 ) $ (25 ) $ (9 ) $ — $ (34 ) Greater than 12 months Fair value $ 15,675 $ 22,463 $ 1,494 $ 39,632 $ 17,214 $ 28,662 $ 1,484 $ 47,360 Unrealized losses $ (135 ) $ (177 ) $ (15 ) $ (327 ) $ (178 ) $ (254 ) $ (18 ) $ (450 ) Total Fair value $ 24,481 $ 24,421 $ 1,494 $ 50,396 $ 26,024 $ 30,615 $ 1,484 $ 58,123 Unrealized losses $ (199 ) $ (191 ) $ (15 ) $ (405 ) $ (203 ) $ (263 ) $ (18 ) $ (484 ) We believe that any unrealized losses on our available-for-sale debt securities at March 31, 2024 no not not As of March 31, 2024 not Mortgage loans The mortgage loan portfolio as of March 31, 2024 three March 31, 2024 not Mortgage loans, which include contractual terms to maturity of thirty not may three March 31, 2024 The cost and estimated fair value of mortgage loans are as follows: March 31, 2024 December 31, 2023 Estimated Fair Estimated Fair Cost Value Cost Value Mortgage loans $ 45 $ 45 $ 45 $ 45 Total $ 45 $ 45 $ 45 $ 45 Investment income Investment income from securities consists of the following: Three Months Ended March 31, 2024 2023 Available-for-sale debt securities $ 498 $ 530 Held-to-maturity debt securities 145 757 Mortgage loans — 4 Other 365 196 Total $ 1,008 $ 1,487 Accrued interest receivable Accrued interest receivable from investments is included in trade and other receivables, net in the condensed consolidated balance sheets. The following table reflects the composition of accrued interest receivable for investments: March 31, 2024 December 31, 2023 Corporate debt securities $ 233 $ 423 U.S. Treasury securities 192 262 Foreign government securities 10 5 Accrued interest receivable on investment securities $ 435 $ 690 The Company does not three Fair value measurement ASC 820, 820” 1 3 The three 820 Level 1 Quoted prices (unadjusted) in active markets for identical asset or liability at the measurement date are used. Level 2 Pricing inputs are other than quoted prices included within Level 1 2 not Level 3 Pricing inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. The inputs used in determination of fair value require significant judgment and estimation. When fair value inputs fall within different levels of the fair value hierarchy, the level in the fair value hierarchy within which the asset or liability is categorized in its entirety is determined based on the lowest level input that is significant to the asset or liability. Assessing the significance of a particular input to the valuation of an asset or liability in its entirety requires judgment and considers factors specific to the asset or liability. The categorization of an asset or liability within the hierarchy is based upon the pricing transparency of the asset or liability and does not The following table summarizes the Company’s investments measured at fair value. The Company’s available-for-sale securities in the following table are recorded at fair value on the accompanying condensed consolidated balance sheets. Assets March 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Held-to-maturity: Corporate debt securities $ — $ 11,895 $ — $ 11,895 $ — $ 13,386 $ — $ 13,386 U.S. Treasury securities 4,022 — — 4,022 4,047 — — 4,047 Foreign government securities — — — — — — — — Certificate of deposits — 438 — 438 — 437 — 437 Total held-to-maturity debt securities $ 4,022 $ 12,333 $ — $ 16,355 $ 4,047 $ 13,823 $ — $ 17,870 Available-for-sale: Corporate debt securities $ — $ 24,480 $ — $ 24,480 $ — $ 25,933 $ — $ 25,933 U.S. Treasury securities 24,421 — — 24,421 30,615 — — 30,615 Foreign government securities — 1,494 — 1,494 — 1,484 — 1,484 Total available-for-sale debt securities $ 24,421 $ 25,974 $ — $ 50,395 $ 30,615 $ 27,417 $ — $ 58,032 Mortgage loans $ — $ — $ 45 $ 45 $ — $ — $ 45 $ 45 Total $ 28,443 $ 38,307 $ 45 $ 66,795 $ 34,662 $ 41,240 $ 45 $ 75,947 The Company classifies U.S. Treasury bonds within Level 1 2 may 3 The Company’s liabilities in the following table are recorded at fair value on the accompanying condensed consolidated balance sheets. The following table summarizes the Company’s liabilities measured at fair value: Liabilities March 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Public Warrants $ 20 $ — $ — $ 20 $ 17 $ — $ — $ 17 Private Placement Warrants — 9 — 9 — 9 — 9 Sponsor Covered Shares — — 321 321 — — 86 86 Total $ 20 $ 9 $ 321 $ 350 $ 17 $ 9 $ 86 $ 112 The Company considers the Public Warrants to be Level 1 2. The fair value of the Sponsor Covered Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential stock price outcomes on a daily basis over the original 10-year vesting period. The unobservable significant inputs to the valuation model were as follows: March 31, 2024 Current stock price $ 4.54 Expected volatility 65.0 % Risk-free interest rate 4.2 % Expected term (years) 7.3 Expected dividend yield — % The changes for Level 3 Sponsor Covered Shares Fair value as of December 31, 2023 $ 86 Change in fair value of Sponsor Covered Shares 235 Fair value as of March 31, 2024 $ 321 Sponsor Covered Shares Fair value as of December 31, 2022 $ 219 Change in fair value of Sponsor Covered Shares (15 ) Fair value as of March 31, 2023 $ 204 Local Sales Deferred Earnout Fair value as of December 31, 2023 $ 12,497 Accretion of discount 179 Fair value as of March 31, 2024 $ 12,676 There were no 1 2 three March 31, 2024 December 31, 2023 no 3 three March 31, 2024 December 31, 2023 Cash and cash equivalents, restricted cash, trade and other receivables, excluding the Local Sales Deferred Earnout, prepaid expenses and other assets, accounts payable, and accrued expenses and other liabilities approximate fair value and are therefore excluded from the leveling table above. The cost basis is determined to approximate fair value due to the short term duration of these financial instruments. |
Note 5 - Revenue Recognition
Note 5 - Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 5. Revenue recognition Disaggregation of revenue Our revenue consists of: Three Months Ended March 31, 2024 2023 Revenue Stream Statements of Operations Classification Segment Total Revenue Revenue from insurance contracts: Direct Agents title insurance premiums Net premiums written Underwriting $ 249 $ 6,915 Third-Party Agent title insurance premiums Net premiums written Underwriting 63,264 59,855 Total revenue from insurance contracts $ 63,513 $ 66,770 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Corporate and Other $ 171 $ 339 Other title-related fees and income Escrow, title-related and other fees Corporate and Other 866 541 Other title-related fees and income Escrow, title-related and other fees Underwriting 493 565 Other title-related fees and income Escrow, title-related and other fees Elimination (1) (459 ) (481 ) Total revenue from contracts with customers $ 1,071 $ 964 Other revenue: Interest and investment income (2) Investment, dividend and other income Corporate and Other $ 72 $ 519 Interest and investment income (2) Investment, dividend and other income Underwriting 1,409 919 Realized gains and losses, net Investment, dividend and other income Corporate and Other 2 (358 ) Realized gains and losses, net Investment, dividend and other income Underwriting — (2 ) Total other revenues $ 1,483 $ 1,078 Total revenues $ 66,067 $ 68,812 ( 1 Premiums retained by Direct Agents are recognized as income to the Corporate and Other segment, and expense to the Underwriting segment. Upon consolidation, the impact of these internal segment transactions from continuing operations is eliminated. See Note 7. ( 2 Interest and investment income consists primarily of interest payments received on held-to-maturity debt securities, available-for-sale debt securities and mortgage loans. |
Note 6 - Liability for Loss and
Note 6 - Liability for Loss and Loss Adjustment Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Liability for Future Policy Benefits and Unpaid Claims Disclosure [Text Block] | 6. Liability for loss and loss adjustment expenses A summary of the changes in the liability for loss and loss adjustment expenses for the three March 31, 2024 2023 March 31, 2024 2024 2023 Balance at the beginning of the year $ 81,894 $ 81,873 Provision for claims related to: Current year $ 2,659 $ 2,841 Prior years (1,929 ) 446 Total provision for claims $ 730 $ 3,287 Paid losses related to: Current year $ (163 ) $ (117 ) Prior years (6,306 ) (4,190 ) Total paid losses $ (6,469 ) $ (4,307 ) Balance at the end of the period $ 76,155 $ 80,853 Provision for claims as a percentage of net written premiums 1.1 % 4.9 % We continually update our liability for loss and loss adjustment expense estimates as new information becomes known, new loss patterns emerge, or as other contributing factors are considered and incorporated into the analysis. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims, and other factors. Current year incurred and paid losses includes current year reported claims as well as estimated future losses on such claims. For the three March 31, 2024 2022, 2021 2020. three March 31, 2023 2016, 2019 2022 2023. three March 31, 2024 |
Note 7 - Segment Information
Note 7 - Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 7. Segment information We have historically reported our operations in two business segments: "Distribution," which included our divested Local channel as well as our Doma Enterprise channel and corporate support services, and "Underwriting." As discussed in Note 3, second third 2023, no Beginning in the third 2023, Subsequent to the announcement of the Local Sales, the Company’s chief operating decision maker reviews financial performance and makes decisions about the allocation of resources for our operations through two 1 2 A description of each of our reportable segments is as follows. • Underwriting: our Underwriting segment reflects the results of our title insurance underwriting business, including policies referred primarily through our Third-Party Agents channel. The referring agents retain approximately 82% - 84% of the policy premiums in exchange for their services. These retention rates vary by state and agent. • Corporate and Other: our Corporate and Other segment includes our operations related to the execution of our title, escrow and settlement services through our Doma Enterprise channel. Our Doma Enterprise channel targets partnerships with national lenders and mortgage originators that maintain centralized lending operations ("Direct Agents"). Once an Enterprise partnership has been established, we integrate our Doma Intelligence platform with the partner’s production systems, to enable frictionless order origination and fulfillment. Substantially all Doma Enterprise orders are underwritten by Doma. In addition, Corporate and Other includes investing activity related to our investment portfolio held outside of Underwriting. We use adjusted gross profit as the primary profitability measure for making decisions regarding ongoing operations. Adjusted gross profit is calculated by subtracting direct costs, such as premiums retained by agents, direct labor, other direct costs, and provision for claims, from total revenue. Our chief operating decision maker evaluates the results of the aforementioned segments on a pre-tax basis. Segment adjusted gross profit excludes certain items which are included in net loss, such as depreciation and amortization, corporate and other expenses, change in the fair value of Warrant and Sponsor Covered Shares liabilities, interest expense, and income tax expense, as these items are not not not The following table summarizes the operating results from continuing operations of the Company’s reportable segments: Three Months Ended March 31, 2024 Underwriting Corporate and Other Eliminations Consolidated total Net premiums written 63,513 $ — $ — $ 63,513 Escrow, other title-related fees and other (1) 493 1,037 (459 ) 1,071 Investment, dividend and other income 1,409 74 — 1,483 Total revenue $ 65,415 $ 1,111 $ (459 ) $ 66,067 Premiums retained by agents (2) $ 52,850 $ — $ (459 ) $ 52,391 Direct labor (3) 3,002 412 — 3,414 Other direct costs (4) 2,019 420 — 2,439 Provision for claims 756 (26 ) — 730 Adjusted gross profit $ 6,788 $ 305 $ — $ 7,093 Three Months Ended March 31, 2023 Underwriting Corporate and Other Eliminations Consolidated total Net premiums written $ 66,770 $ — $ — $ 66,770 Escrow, other title-related fees and other (1) 565 880 (481 ) 964 Investment, dividend and other income 917 161 — 1,078 Total revenue $ 68,252 $ 1,041 $ (481 ) $ 68,812 Premiums retained by agents (2) $ 55,018 $ — $ (481 ) $ 54,537 Direct labor (3) 2,887 921 — 3,808 Other direct costs (4) 1,805 412 — 2,217 Provision for claims 3,160 127 — 3,287 Adjusted gross profit $ 5,382 $ (419 ) $ — $ 4,963 ( 1 Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents. ( 2 This expense represents a deduction from the net premiums written for the amounts that are retained by Direct Agents and Third-Party Agents as compensation for their efforts to generate premium income for our Underwriting segment. The impact of premiums retained by our Direct Agents from continuing operations and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation. ( 3 Includes all compensation costs, including salaries, bonuses, incentive payments, and benefits, for personnel involved in the direct fulfillment of title and/or escrow services. Direct labor excludes severance costs. ( 4 Includes title examination expense, office supplies, and premium and other taxes. The following table provides a reconciliation of the Company’s total reportable segments’ adjusted gross profit to its total loss from continuing operations before income taxes: Three Months Ended March 31, 2024 2023 Adjusted gross profit $ 7,093 $ 4,963 Depreciation and amortization 2,985 2,862 Other indirect expenses (1) 17,243 29,222 Change in fair value of Warrant and Sponsor Covered Shares liabilities 239 (15 ) Interest expense 6,604 3,971 Loss from continuing operations before income taxes $ (19,978 ) $ (31,077 ) ( 1 Includes other indirect costs not As of March 31, 2024 December 31, 2023 three March 31, 2024 three March 31, 2023 March 31, 2024 |
Note 8 - Debt
Note 8 - Debt | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 8. Debt Senior secured credit agreement On December 31, 2020, January 29, 2021 ( five first March 31, 2024 24 not Third Amendment to the Loan and Security Agreement On May 19, 2023, third five Fourth Amendment to the Loan and Security Agreement Concurrently with the execution of the Merger Agreement, certain of the Company’s subsidiaries, the lenders party thereto and Hudson, as agent for such lenders, entered into the Hudson Fourth Amendment, pursuant to which that certain Loan and Security Agreement, dated as of December 31, 2020 ( a. from the effective date of the Hudson Fourth Amendment through September 30, 2025, 16.25%; b. beginning October 1, 2025, 16.25%, c. States Title will make prepayments on the principal of the Term Loan in an amount up to $16 million of net cash proceeds received from contingent payments earned by the Company pursuant to certain previous asset sales (but such payment shall be deferred until October 2025); d. Subject to certain conditions, States Title will make monthly pre-payments of the principal amount outstanding of the Term Loan under the Company Loan Agreement with cash on hand in excess of $7.5 million after October 1, 2025 e. if reasonably requested by Hudson following a termination of the Merger Agreement prior to the consummation of the Merger, States Title would transfer all of its equity interests in Doma Title Insurance, Inc. to a newly formed bankruptcy-remote entity and cause such equity interests to be pledged as collateral under the Company Loan Agreement; f. the financial covenants in the Company Loan Agreement were modified, including, without limitation, the reduction of the minimum consolidated GAAP revenue financial covenant from $130 million to $50 million; and g. States Title is permitted to incur indebtedness under the Topco Term Facility (as defined below) which indebtedness shall be senior in respect of payment and liens to the obligations under the Company Loan Agreement. In connection with the Hudson Fourth Amendment, Hudson was entitled to an amendment fee of $1.0 million, which became payable upon execution of the Hudson Fourth Amendment and was paid-in-kind and added to the principal of the Term Loan. Fifth Amendment to the Loan and Security Agreement Immediately after the effectiveness of the Hudson Fourth Amendment, Hudson, certain of the Company’s subsidiaries, the lenders party thereto and Parent entered into the Hudson Fifth Amendment pursuant to which, at the Closing, Hudson will (a) accept certain consideration (as set forth in the Hudson Fifth Amendment, the “Hudson Payoff”) in full satisfaction of all indebtedness under the Company Loan Agreement and (b) release all liens securing the Company Loan Agreement. Pursuant to the Hudson Fifth Amendment, States Title’s obligation to make cash interest payments under the Company Loan Agreement shall be suspended until the earliest of (a) the termination of the Merger Agreement, (b) five March 12, 2025 not The Hudson Fourth Amendment and Hudson Fifth Amendment (collectively, the "Amendments") were accounted for as a troubled debt restructuring under ASC 470, 1 2 470 60 35 5, not not not The estimated fair value of the Company Loan Agreement at March 31, 2024 No 3 Topco Commitment Letter Concurrently with the execution of the Merger Agreement, States Title and Topco, the indirect parent company of Parent, entered into the Topco Commitment Letter, pursuant to which Topco committed to provide the Topco Term Facility to States Title (with certain subsidiaries of States Title guaranteeing the obligations thereunder). The Topco Term Facility will have two three December 31, 2024 January 1, 2025 June 30, 2025, three first SOFR As of March 31, 2024 March 31, 2024 |
Note 9 - Stock Compensation Exp
Note 9 - Stock Compensation Expense | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 9. Stock compensation expense The Company issued stock options (incentive stock options (“ISOs”), non-statutory stock options (“NSOs”) and restricted stock awards (“RSAs”) to employees and key advisors under the Company’s 2019 not one may one The Company issues restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”) under the 2021 first twelve fourth In June 2022, 2021 90 one third sixteen fourth In May 2023, May 20, 2024; not not 718, second 2023, March 31, 2024 On August 3, 2023, six four 18 Stock-based compensation expense for the three March 31, 2024 2023 Stock options (ISO and NSO) During the three March 31, 2024 Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Life Intrinsic Stock Options Price ($) (In years) Value ($) Outstanding as of December 31, 2023 402,028 $ 14.08 5.62 $ 54 Granted — — — Exercised — — — Cancelled or forfeited (12,452 ) 17.70 — Outstanding as of March 31, 2024 389,576 $ 13.96 5.55 $ 53 Options exercisable as of March 31, 2024 379,400 $ 13.86 5.53 $ 53 As of March 31, 2024 RSAs, RSUs and PRSUs During the three March 31, 2024 Number of Average RSAs, RSUs Grant Date and PRSUs Fair Value ($) Non-vested at December 31, 2023 1,807,329 $ 18.59 Granted 11,780 4.49 Vested (542,895 ) 11.16 Adjustment for PRSUs expected to vest — — Cancelled or Forfeited (3,203 ) 40.53 Non-vested at March 31, 2024 1,273,011 $ 21.57 As of March 31, 2024 Market-based awards The market-based awards were measured at fair market value on the grant date, and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. The fair value of the market-based awards was determined using a Monte Carlo simulation valuation model using a distribution of potential stock price outcomes on a daily basis over the original 4-year vesting period. The unobservable significant inputs to the valuation model at the time of award issuance were as follows: Stock price at issuance $ 23.00 Expected volatility 75.0 % Risk-free interest rate 3.14 % Expected term 3.9 Expected dividend yield — % During the three March 31, 2024 Number of Average Market-based Grant Date awards Fair Value ($) Non-vested at December 31, 2023 97,413 $ 7.92 Granted — — Vested — — Cancelled or Forfeited — — Non-vested at March 31, 2024 97,413 $ 7.92 As of March 31, 2024 |
Note 10 - Earnings Per Share
Note 10 - Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 10. Earnings per share The calculation of the basic and diluted EPS is as follows: Three Months Ended March 31, 2024 2023 Numerator Net loss from continuing operations $ (19,474 ) $ (31,233 ) Denominator Weighted-average common shares – basic and diluted 13,736,176 13,194,859 Net loss from continuing operations per share - basic and diluted $ (1.42 ) $ (2.37 ) Net loss from discontinued operations per share - basic and diluted $ (0.08 ) $ (0.83 ) Net loss per share attributable to stockholders - basic and diluted $ (1.50 ) $ (3.19 ) As we have reported net loss for each of the periods presented, all potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock and contingently issuable shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because the contingent criteria has not As of March 31, 2024 2023 Outstanding stock options 389,576 661,902 Warrants for common and preferred stock 693,333 720,910 RSA’s, RSU’s and PRSU’s 1,273,011 1,337,329 Market-based awards 97,413 97,413 Sponsor Covered Shares and Seller Earnout Shares 686,190 697,223 Total antidilutive securities 3,139,523 3,514,777 |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 11. Related party transactions Equity held by Lennar In connection with the North American Title Acquisition, subsidiaries of Lennar were granted equity in the Company. As of March 31, 2024 Transactions with Lennar In the routine course of its business, Doma Title Insurance, Inc. (“DTI”) underwrites title insurance policies for a subsidiary of Lennar. The Company recorded the following revenues and premiums retained by agents from these transactions, which are included within our Underwriting segment: Three Months Ended March 31, 2024 2023 Revenues $ 34,131 $ 29,978 Premiums retained by agents 27,523 24,095 March 31, 2024 December 31, 2023 Net receivables $ 3,966 $ 7,153 These amounts are included in trade and other receivables, net in the Company’s condensed consolidated balance sheets. On April 27, 2023, September 1, 2023 September 30, 2026. Concurrently with the execution of the Merger Agreement, the Lennar Stockholders, the Company and Parent entered into the Voting and Support Agreement. Refer to Note 3 |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and contingencies Legal matters The Company is subject to claims and litigation matters in the ordinary course of business. Management does not Commitments and other contingencies The Company also administers escrow deposits as a service to customers, a substantial portion of which are held at third March 31, 2024 December 31, 2023 not not not See Note 17 |
Note 13 - Accrued Expenses and
Note 13 - Accrued Expenses and Other Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 13. Accrued expenses and other liabilities Accrued expenses and other liabilities include the following: March 31, December 31, 2024 2023 Employee benefits $ 850 $ 323 Contract terminations 3,460 3,460 Deferred transaction costs 3,534 — Premium taxes 1,210 2,700 Employee compensation 755 3,108 Other 2,263 3,109 Total accrued expenses and other liabilities $ 12,072 $ 12,700 Workforce reduction plans In 2022, three “2022 2022 December 31, 2022. August 2, 2023, “2023 2022 2023 December 31, 2023. In the three March 31, 2024 2023, Contract terminations Associated with the Company’s Reduction Plans and vendor management initiatives during the years ended December 31, 2023 2022, three March 31, 2024 2023. March 31, 2024 |
Note 14 - Employee Benefit Plan
Note 14 - Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Defined Contribution Plan [Text Block] | 14. Employee benefit plan The Company sponsors a defined contribution 401 may 401 1986. 18 first January 1, 2022, first For the three March 31, 2024 2023, |
Note 15 - Research and Developm
Note 15 - Research and Development | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Research, Development, and Computer Software Disclosure [Text Block] | 15. Research and development For the three March 31, 2024 2023 Three Months Ended March 31, 2024 2023 Research and development expenses incurred $ 1,037 $ 1,227 Capitalized internally developed software costs 1,485 2,659 Research and development spend, inclusive of capitalized internally developed software cost $ 2,522 $ 3,886 Our research and development costs reflect certain payroll-related costs of employees directly associated with such activities and certain software subscription costs, which are included in personnel costs and other operating expenses, respectively, in the condensed consolidated statements of operations. Capitalized internally developed software and acquired software costs are included in fixed assets, net in the condensed consolidated balance sheets. |
Note 16 - Warrant Liabilities
Note 16 - Warrant Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Warrant Liabilities [Text Block] | 16. Warrant liabilities As a result of the Business Combination, the Company assumed, as of the Closing Date, Public Warrants to purchase an aggregate of 460,000 shares of our common stock and Private Placement Warrants to purchase an aggregate of 233,333 shares of our common stock. Twenty five one The Warrants became exercisable commencing on December 4, 2021, one 1934, Redemption of Public Warrants when the price per share of our common stock equals or exceeds $450.00 The Company may • in whole and not • at a price of $0.01 per Public Warrant; • upon not 30 • if, and only if, the last reported sale price of our common stock equals or exceeds $450.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities as described above) for any 20 30 three The Company will not 30 may Redemption of Public Warrants when the price per share of our common stock equals or exceeds $250.00 The Company may • in whole and not • at $0.10 per Public Warrant upon a minimum of 30 • if, and only if, the last reported sale price of our common stock equals or exceeds $250.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of common stock and equity-linked securities as described above) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders; and • if, and only if, the last reported sale price of common stock is less than $450.00 per share (as adjusted for stock for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. Beginning on the date the notice of redemption is given until the Public Warrants are redeemed or exercised, holders may ten no The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants, (i) subject to limited exceptions, are not may December 1, 2020, On September 3, 2021, 1 No. 333 258942 September 8, 2021; March 30, 2022), March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 815 40 |
Note 17 - Leases
Note 17 - Leases | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 17. The Company has operating leases consisting of office space and office equipment. Lease terms and options vary in the Company's operating leases dependent upon the underlying leased asset. We exclude options to extend or terminate a lease from our recognition as part of our right-of-use assets and lease liabilities until those options are known and/or executed, as we typically do not March 31, 2024 may no Three Months Ended March 31, 2024 2023 Components of lease expense: Operating lease expense $ 577 $ 596 Less sublease income (282 ) — Net lease expense 295 596 Cash flow information related to leases: Operating cash outflow from operating leases during the three months ended March 31, 2024 and 2023 $ 907 $ 990 March 31, 2024 March 31, 2023 Right-of-use assets obtained during the three months ended March 31, 2024 and 2023 in exchange for new operating lease liabilities $ — — Weighted average remaining lease term (years) 3.40 4.13 Weighted average discount rate 10 % 10 % March 31, 2024 Maturities of lease liabilities: Continuing Operations Discontinued Operations 2024 $ 2,425 $ 1,881 2025 2,579 2,009 2026 2,420 1,777 2027 2,093 620 Total lease payments 9,517 6,287 Less imputed interest (1,439 ) (842 ) Lease liabilities $ 8,078 $ 5,445 We have subleased certain locations vacated as a result of a smaller workforce. As of March 31, 2024 5 may no March 31, 2024 March 31, 2024 Continuing Operations Discontinued Operations 2024 $ 858 $ 493 2025 1,035 326 2026 1,067 131 2027 1,100 24 Total sublease payments $ 4,060 $ 974 |
Note 18 - Discontinued Operatio
Note 18 - Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 18. Discontinued Operations In the second third 2023, June 9, 2023, no third 2023, 205 20 45, 3 The assets and liabilities associated with discontinued operations, including assets and liabilities sold in the Local Sales, assets separately disposed and remaining Local Component assets and liabilities, have been presented separately in our condensed consolidated balance sheets. The major assets and liability categories were as follows as of the dates indicated: (In thousands, except share information) March 31, 2024 December 31, 2023 Assets Trade and other receivables (net of allowance for credit losses of $ 110 110 $ 22 $ 62 Prepaid expenses, deposits and other assets 107 242 Lease right-of-use assets 1,933 2,108 Fixed assets (net of accumulated depreciation of $ 0 2,028 — 151 Assets held for disposal $ 2,062 $ 2,563 Liabilities Accounts payable $ 160 $ 306 Accrued expenses and other liabilities 93 238 Lease liabilities 5,445 6,107 Liability for loss and loss adjustment expenses 137 132 Liabilities held for disposal $ 5,835 $ 6,783 Summary operating results of discontinued operations were as follows for the periods indicated: Three Months Ended March 31, 2024 Local Component Eliminations (1) Total Revenues: Escrow, other title-related fees and other $ 340 $ (21 ) $ 319 Investment, dividend and other income $ (3 ) — (3 ) Total revenues $ 337 $ (21 ) $ 316 Operating expenses excluding impairments $ 1,414 $ (21 ) $ 1,393 Goodwill impairment $ — — — Long-lived asset impairment $ — — — Total operating expenses $ 1,414 $ (21 ) $ 1,393 Loss from discontinued operations $ (1,077 ) $ — $ (1,077 ) Other (expense) income: Interest expense $ — $ — $ — Gain (loss) on sales of discontinued operations $ — — — Loss from discontinued operations before income taxes $ (1,077 ) $ — $ (1,077 ) Income tax expense $ — — — Net loss from discontinued operations $ (1,077 ) $ — $ (1,077 ) Three Months Ended March 31, 2023 Local Component Eliminations (1) Total Revenues: Escrow, other title-related fees and other $ 10,987 $ (5,353 ) $ 5,634 Investment, dividend and other income (78 ) — (78 ) Total revenues $ 10,909 $ (5,353 ) $ 5,556 Operating expenses excluding impairments $ 20,571 $ (5,353 ) $ 15,218 Goodwill impairment — — — Long-lived asset impairment 181 — 181 Total operating expenses $ 20,752 $ (5,353 ) $ 15,399 Loss from discontinued operations $ (9,843 ) $ — $ (9,843 ) Other (expense) income: Interest expense $ (1,018 ) $ — $ (1,018 ) Gain (loss) on sales of discontinued operations — — — Loss from discontinued operations before income taxes $ (10,861 ) $ — $ (10,861 ) Income tax expense (29 ) — (29 ) Net loss from discontinued operations $ (10,890 ) $ — $ (10,890 ) ( 1 not The depreciation and amortization, sale proceeds and significant noncash operating items associated with the discontinued operations were as follows: Three Months Ended March 31, 2024 2023 Non-cash discontinued operating activities: Impairment charges $ — $ 181 Depreciation and amortization 13 213 Cash flows from discontinued investing activities: Proceeds from sale of title plants and dividends from title plants — 194 There were no three March 31, 2024 2023. |
Note 19 - Subsequent Events
Note 19 - Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 19. Senior Term Facility On April 30, 2024, The Senior Term Facility will have two three December 31, 2024 January 1, 2025 June 30, 2025, three The Senior Term Facility will be secured by a first December 31, 2020 ( Interest on each loan will accrue at a rate of Term SOFR 30 Concurrently with the entry into the Senior Term Facility, States Title and certain of its subsidiaries, the lenders party thereto and HSCM entered into a Sixth Amendment to Loan and Security Agreement (the “Sixth Amendment”), pursuant to which, among other things, HSCM and the lenders party thereto consented to the terms of the Senior Loan Agreement and implemented certain other changes to align with the terms of the Subordination Agreement. Doma Title Insurance, Inc. Dividend On April 26, 2024, In the preparation of the accompanying condensed consolidated financial statements, the Company has evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition or disclosure in the Company's financial statements, noting no |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 5. None 10b5 1 10b5 1 March 31, 2024, 408 |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying condensed consolidated balance sheet as of March 31, 2024 three March 31, 2024 2023 three March 31, 2024 2023 These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not March 31, 2024 three March 31, 2024 2023 three March 31, 2024 2023 three March 31, 2024 not December 31, 2024 Certain prior year amounts have been reclassified to conform to the current year presentation under Accounting Standard Codification 205 20 45, References to the Accounting Standard Codification (“ASC”) and Accounting Standard Updates (“ASU”) included hereinafter refer to the Accounting Standards Codification and Updates issued by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. The accompanying condensed consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions related to continuing operations have been eliminated in consolidation. |
Stockholders' Equity, Policy [Policy Text Block] | Reverse stock split On June 29, 2023, 1 11:59 June 29, 2023 ( As a result of the Reverse Stock Split, every 25 shares of the Company’s issued and outstanding common stock were automatically converted into one No first one Proportionate adjustments were made to the number of shares issuable upon the exercise or vesting of all stock options, restricted stock awards, restricted stock units, performance restricted stock units or market-based awards (the “Stock-Based Awards”) and warrants outstanding at the Effective Time, which resulted in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such Stock-Based Awards and warrants. In the case of stock options and warrants, proportionate adjustments also included a proportional increase in the exercise price of such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2021 |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from the estimates made by management. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Significant items subject to such estimates and assumptions include, but are not not 2 |
Receivable [Policy Text Block] | Trade and other receivables, net Trade and other receivables include the following: March 31, December 31, 2024 2023 Trade receivables $ 6,020 $ 9,170 Accrued net premiums written from Third-Party Agent referrals 2,026 2,418 Trade receivables, gross $ 8,046 $ 11,588 Allowance for credit losses (1,812 ) (1,802 ) Trade receivables, net $ 6,234 $ 9,786 Local Sales Deferred Earnout receivable 12,676 12,497 Investment trade receivables 1,200 — Miscellaneous other receivables 1,787 2,169 Other receivables $ 15,663 $ 14,666 Trade and other receivables, net $ 21,897 $ 24,452 Trade receivables are generally due within thirty ninety 3. |
Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block] | Title plants Title plants are carried at cost, with costs incurred to maintain, update and operate title plants expensed as incurred. Because properly maintained title plants have indefinite lives and do not no may not not three March 31, 2024 2023 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of the acquisition price over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is assigned to one October 1 not one first not not not |
Reinsurance Accounting Policy [Policy Text Block] | Reinsurance The Company utilizes reinsurance programs to limit its maximum loss exposure by reinsuring certain risks with other insurers. The Company has three 2024 September 30, 2023. Effective January 1, 2024, 2024 2024 two 1 2 2024 June 30, 2025. Effective October 1, 2023, Under the Quota Share Treaty, effective February 24, 2021, Payments and recoveries on reinsured losses for the Company’s title insurance business were immaterial during the three March 31, 2024 2023 Ceding commission from reinsurance transactions are presented as revenue within the “Escrow, other title-related fees and other” revenue line item in the condensed consolidated statements of operations. Total premiums ceded in connection with reinsurance are netted against the written premiums in the condensed consolidated statements of operations. Gross premiums earned and ceded premiums are as follows: Three Months Ended March 31, 2024 2023 Gross premiums earned 63,628 66,915 Ceded premiums (115 ) (145 ) Net premiums earned 63,513 66,770 Percentage of amount net to gross 99.8 % 99.8 % |
Income Tax, Policy [Policy Text Block] | Income taxes Our effective tax rate for the three March 31, 2024 2023 March 31, 2024 December 31, 2023 not not March 31, 2024 December 31, 2023 2018 2036. no 2030. 2020 2022 2019 2022 March 31, 2024 no March 31, 2024 |
Lessee, Leases [Policy Text Block] | Leases The Company determines if a contract contains a lease at inception of the contract. The Company's inventory of leases primarily consists of operating office space and office equipment leases which are recorded as a lease obligation liability and as a lease right-of-use asset on the accompanying condensed consolidated balance sheet. The lease right-of-use asset represents the Company's right to use each underlying asset for the lease term and the lease obligation liability represents the Company's obligation over the lease term. The Company's lease obligation is recorded at the present value of the lease payments based on the term of the lease. The Company applies an incremental borrowing rate of interest as of the effective date of adoption or the lease effective date equivalent to a collateralized borrowing rate with similar terms. The discount rate used to calculate the present value of our future minimum lease payments is based, where appropriate, on the Company's incremental borrowing rate of its current loan and security agreement. Lease expenses for lease payments, where appropriate, are recognized on a straight-line basis over the lease term. Short-term leases of 12 17 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions and our investment portfolio. The Company has not not Additionally, we manage the exposure to credit risk in our investment portfolio by investing in high quality securities and diversifying our holdings. Our investment portfolio is comprised of corporate debt, foreign government securities, certificates of deposit, single-family residential mortgage loans, and U.S. Treasuries. |
Emerging Growth Company and Smaller Reporting Company Policy [Policy Text Block] | Emerging Growth Company and Smaller Reporting Company The Company is an “emerging growth company,” as defined in Section 2 2012 may not not not 404 not Further, Section 102 1 not not not may Additionally, the Company is a “smaller reporting company” as defined in Item 10 1 may two |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently issued and adopted accounting pronouncements No three March 31, 2024 Recently issued but not In December 2023, No. 2023 09, December 15, 2024. December 15, 2025. not In November 2023, No. 2023 07, December 15, 2023, December 15, 2024, In August 2018, 2018 12, 944 December 15, 2022 June 2020, 2018 12 one 19. may not January 1, 2025. not not |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Trade and Other Receivables [Table Text Block] | March 31, December 31, 2024 2023 Trade receivables $ 6,020 $ 9,170 Accrued net premiums written from Third-Party Agent referrals 2,026 2,418 Trade receivables, gross $ 8,046 $ 11,588 Allowance for credit losses (1,812 ) (1,802 ) Trade receivables, net $ 6,234 $ 9,786 Local Sales Deferred Earnout receivable 12,676 12,497 Investment trade receivables 1,200 — Miscellaneous other receivables 1,787 2,169 Other receivables $ 15,663 $ 14,666 Trade and other receivables, net $ 21,897 $ 24,452 |
Effects of Reinsurance [Table Text Block] | Three Months Ended March 31, 2024 2023 Gross premiums earned 63,628 66,915 Ceded premiums (115 ) (145 ) Net premiums earned 63,513 66,770 Percentage of amount net to gross 99.8 % 99.8 % |
Note 3 - Business Combination_2
Note 3 - Business Combinations and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations 1 [Table Text Block] | WFG Asset Sale Q3 Local Sales Total Local Sales Pre-tax loss on sale of business $ 10,313 $ 635 $ 10,948 Cash consideration $ 10,500 $ 2,645 $ 13,145 Deferred Earnout receivable 10,928 1,556 12,484 Total purchase consideration $ 21,428 $ 4,201 $ 25,629 Total transaction costs, including legal fees, professional fees and other $ 3,487 $ 767 $ 4,254 |
Disposal Groups, Including Discontinued Operations [Table Text Block] | (In thousands, except share information) March 31, 2024 December 31, 2023 Assets Trade and other receivables (net of allowance for credit losses of $ 110 110 $ 22 $ 62 Prepaid expenses, deposits and other assets 107 242 Lease right-of-use assets 1,933 2,108 Fixed assets (net of accumulated depreciation of $ 0 2,028 — 151 Assets held for disposal $ 2,062 $ 2,563 Liabilities Accounts payable $ 160 $ 306 Accrued expenses and other liabilities 93 238 Lease liabilities 5,445 6,107 Liability for loss and loss adjustment expenses 137 132 Liabilities held for disposal $ 5,835 $ 6,783 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | WFG Asset Sale Q3 Local Sales Total Local Sales Goodwill $ 19,270 $ 3,597 $ 22,867 Title plants 8,806 — 8,806 Fixed assets 549 717 1,266 Other assets 129 148 277 Total assets $ 28,754 $ 4,462 $ 33,216 Accrued expenses and other liabilities $ - $ 392 $ 392 Total liabilities $ - $ 392 $ 392 Net assets $ 28,754 $ 4,070 $ 32,824 |
Note 4 - Investments and Fair_2
Note 4 - Investments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Debt Securities, Held-to-Maturity [Table Text Block] | March 31, 2024 December 31, 2023 Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value Corporate debt securities (1) $ 12,209 $ — $ (314 ) $ 11,895 $ 13,786 $ — $ (400 ) $ 13,386 U.S. Treasury securities 4,058 1 (37 ) 4,022 4,081 3 (37 ) 4,047 Certificates of deposit 438 — — 438 437 — — 437 Total 16,705 1 (351 ) 16,355 18,304 3 (437 ) 17,870 Allowance for credit losses (123 ) — — (123 ) (125 ) — — (125 ) Total, net of allowance for credit losses $ 16,582 $ 1 $ (351 ) $ 16,232 $ 18,179 $ 3 $ (437 ) $ 17,745 March 31, 2024 Maturity % of % of Amortized Cost Total Fair Value Total One year or less $ 8,856 53 % $ 8,734 53 % After one year through five years 7,849 47 % 7,621 47 % Total $ 16,705 100 % $ 16,355 100 % March 31, 2024 December 31, 2023 Corporate U.S. Corporate U.S. debt Treasury debt Treasury securities securities Total securities securities Total Less than 12 months Fair value $ — $ 1,004 $ 1,004 $ — $ 999 $ 999 Unrealized losses $ — $ (2 ) $ (2 ) $ — $ (3 ) $ (3 ) Greater than 12 months Fair value $ 11,396 $ 1,720 $ 13,116 $ 13,386 $ 1,736 $ 15,122 Unrealized losses $ (314 ) $ (35 ) $ (349 ) $ (400 ) $ (34 ) $ (434 ) Total Fair value $ 11,396 $ 2,724 $ 14,120 $ 13,386 $ 2,735 $ 16,121 Unrealized losses $ (314 ) $ (37 ) $ (351 ) $ (400 ) $ (37 ) $ (437 ) |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Table Text Block] | Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities Beginning balance, January 1, 2024 $ 125 Current-period reduction for expected credit losses (2 ) Ending balance of the allowance for credit losses, March 31, 2024 $ 123 Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities Beginning balance, January 1, 2023 $ 440 Current-period reduction for expected credit losses (142 ) Ending balance of the allowance for credit losses, March 31, 2023 $ 298 |
Debt Securities, Available-for-Sale [Table Text Block] | March 31, 2024 December 31, 2023 Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cost Gains Losses Value Corporate debt securities (1) $ 24,679 $ — $ (199 ) $ 24,480 $ 26,136 $ — $ (203 ) $ 25,933 U.S. Treasury securities 24,612 — (191 ) 24,421 30,878 — (263 ) 30,615 Foreign government securities 1,509 — (15 ) 1,494 1,502 — (18 ) 1,484 Total $ 50,800 $ — $ (405 ) $ 50,395 $ 58,516 $ — $ (484 ) $ 58,032 Maturity March 31, 2024 % of % of Amortized Cost Total Fair Value Total One year or less $ 45,513 90 % $ 45,148 90 % After one year through five years 5,287 10 % 5,247 10 % Total $ 50,800 100 % $ 50,395 100 % March 31, 2024 December 31, 2023 Corporate U.S. Foreign Corporate U.S. Foreign debt Treasury government debt Treasury government securities securities securities Total securities securities securities Total Less than 12 months Fair value $ 8,806 $ 1,958 $ — $ 10,764 $ 8,810 $ 1,953 $ — $ 10,763 Unrealized losses $ (64 ) $ (14 ) $ — $ (78 ) $ (25 ) $ (9 ) $ — $ (34 ) Greater than 12 months Fair value $ 15,675 $ 22,463 $ 1,494 $ 39,632 $ 17,214 $ 28,662 $ 1,484 $ 47,360 Unrealized losses $ (135 ) $ (177 ) $ (15 ) $ (327 ) $ (178 ) $ (254 ) $ (18 ) $ (450 ) Total Fair value $ 24,481 $ 24,421 $ 1,494 $ 50,396 $ 26,024 $ 30,615 $ 1,484 $ 58,123 Unrealized losses $ (199 ) $ (191 ) $ (15 ) $ (405 ) $ (203 ) $ (263 ) $ (18 ) $ (484 ) |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | March 31, 2024 December 31, 2023 Estimated Fair Estimated Fair Cost Value Cost Value Mortgage loans $ 45 $ 45 $ 45 $ 45 Total $ 45 $ 45 $ 45 $ 45 |
Investment Income [Table Text Block] | Three Months Ended March 31, 2024 2023 Available-for-sale debt securities $ 498 $ 530 Held-to-maturity debt securities 145 757 Mortgage loans — 4 Other 365 196 Total $ 1,008 $ 1,487 |
Interest and Other Income [Table Text Block] | March 31, 2024 December 31, 2023 Corporate debt securities $ 233 $ 423 U.S. Treasury securities 192 262 Foreign government securities 10 5 Accrued interest receivable on investment securities $ 435 $ 690 |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Assets March 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Held-to-maturity: Corporate debt securities $ — $ 11,895 $ — $ 11,895 $ — $ 13,386 $ — $ 13,386 U.S. Treasury securities 4,022 — — 4,022 4,047 — — 4,047 Foreign government securities — — — — — — — — Certificate of deposits — 438 — 438 — 437 — 437 Total held-to-maturity debt securities $ 4,022 $ 12,333 $ — $ 16,355 $ 4,047 $ 13,823 $ — $ 17,870 Available-for-sale: Corporate debt securities $ — $ 24,480 $ — $ 24,480 $ — $ 25,933 $ — $ 25,933 U.S. Treasury securities 24,421 — — 24,421 30,615 — — 30,615 Foreign government securities — 1,494 — 1,494 — 1,484 — 1,484 Total available-for-sale debt securities $ 24,421 $ 25,974 $ — $ 50,395 $ 30,615 $ 27,417 $ — $ 58,032 Mortgage loans $ — $ — $ 45 $ 45 $ — $ — $ 45 $ 45 Total $ 28,443 $ 38,307 $ 45 $ 66,795 $ 34,662 $ 41,240 $ 45 $ 75,947 Liabilities March 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Public Warrants $ 20 $ — $ — $ 20 $ 17 $ — $ — $ 17 Private Placement Warrants — 9 — 9 — 9 — 9 Sponsor Covered Shares — — 321 321 — — 86 86 Total $ 20 $ 9 $ 321 $ 350 $ 17 $ 9 $ 86 $ 112 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | March 31, 2024 Current stock price $ 4.54 Expected volatility 65.0 % Risk-free interest rate 4.2 % Expected term (years) 7.3 Expected dividend yield — % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Sponsor Covered Shares Fair value as of December 31, 2023 $ 86 Change in fair value of Sponsor Covered Shares 235 Fair value as of March 31, 2024 $ 321 Sponsor Covered Shares Fair value as of December 31, 2022 $ 219 Change in fair value of Sponsor Covered Shares (15 ) Fair value as of March 31, 2023 $ 204 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Local Sales Deferred Earnout Fair value as of December 31, 2023 $ 12,497 Accretion of discount 179 Fair value as of March 31, 2024 $ 12,676 |
Note 5 - Revenue Recognition (T
Note 5 - Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, 2024 2023 Revenue Stream Statements of Operations Classification Segment Total Revenue Revenue from insurance contracts: Direct Agents title insurance premiums Net premiums written Underwriting $ 249 $ 6,915 Third-Party Agent title insurance premiums Net premiums written Underwriting 63,264 59,855 Total revenue from insurance contracts $ 63,513 $ 66,770 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Corporate and Other $ 171 $ 339 Other title-related fees and income Escrow, title-related and other fees Corporate and Other 866 541 Other title-related fees and income Escrow, title-related and other fees Underwriting 493 565 Other title-related fees and income Escrow, title-related and other fees Elimination (1) (459 ) (481 ) Total revenue from contracts with customers $ 1,071 $ 964 Other revenue: Interest and investment income (2) Investment, dividend and other income Corporate and Other $ 72 $ 519 Interest and investment income (2) Investment, dividend and other income Underwriting 1,409 919 Realized gains and losses, net Investment, dividend and other income Corporate and Other 2 (358 ) Realized gains and losses, net Investment, dividend and other income Underwriting — (2 ) Total other revenues $ 1,483 $ 1,078 Total revenues $ 66,067 $ 68,812 |
Note 6 - Liability for Loss a_2
Note 6 - Liability for Loss and Loss Adjustment Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense [Table Text Block] | March 31, 2024 2024 2023 Balance at the beginning of the year $ 81,894 $ 81,873 Provision for claims related to: Current year $ 2,659 $ 2,841 Prior years (1,929 ) 446 Total provision for claims $ 730 $ 3,287 Paid losses related to: Current year $ (163 ) $ (117 ) Prior years (6,306 ) (4,190 ) Total paid losses $ (6,469 ) $ (4,307 ) Balance at the end of the period $ 76,155 $ 80,853 Provision for claims as a percentage of net written premiums 1.1 % 4.9 % |
Note 7 - Segment Information (T
Note 7 - Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, 2024 Underwriting Corporate and Other Eliminations Consolidated total Net premiums written 63,513 $ — $ — $ 63,513 Escrow, other title-related fees and other (1) 493 1,037 (459 ) 1,071 Investment, dividend and other income 1,409 74 — 1,483 Total revenue $ 65,415 $ 1,111 $ (459 ) $ 66,067 Premiums retained by agents (2) $ 52,850 $ — $ (459 ) $ 52,391 Direct labor (3) 3,002 412 — 3,414 Other direct costs (4) 2,019 420 — 2,439 Provision for claims 756 (26 ) — 730 Adjusted gross profit $ 6,788 $ 305 $ — $ 7,093 Three Months Ended March 31, 2023 Underwriting Corporate and Other Eliminations Consolidated total Net premiums written $ 66,770 $ — $ — $ 66,770 Escrow, other title-related fees and other (1) 565 880 (481 ) 964 Investment, dividend and other income 917 161 — 1,078 Total revenue $ 68,252 $ 1,041 $ (481 ) $ 68,812 Premiums retained by agents (2) $ 55,018 $ — $ (481 ) $ 54,537 Direct labor (3) 2,887 921 — 3,808 Other direct costs (4) 1,805 412 — 2,217 Provision for claims 3,160 127 — 3,287 Adjusted gross profit $ 5,382 $ (419 ) $ — $ 4,963 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Three Months Ended March 31, 2024 2023 Adjusted gross profit $ 7,093 $ 4,963 Depreciation and amortization 2,985 2,862 Other indirect expenses (1) 17,243 29,222 Change in fair value of Warrant and Sponsor Covered Shares liabilities 239 (15 ) Interest expense 6,604 3,971 Loss from continuing operations before income taxes $ (19,978 ) $ (31,077 ) |
Note 9 - Stock Compensation E_2
Note 9 - Stock Compensation Expense (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Life Intrinsic Stock Options Price ($) (In years) Value ($) Outstanding as of December 31, 2023 402,028 $ 14.08 5.62 $ 54 Granted — — — Exercised — — — Cancelled or forfeited (12,452 ) 17.70 — Outstanding as of March 31, 2024 389,576 $ 13.96 5.55 $ 53 Options exercisable as of March 31, 2024 379,400 $ 13.86 5.53 $ 53 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Number of Average RSAs, RSUs Grant Date and PRSUs Fair Value ($) Non-vested at December 31, 2023 1,807,329 $ 18.59 Granted 11,780 4.49 Vested (542,895 ) 11.16 Adjustment for PRSUs expected to vest — — Cancelled or Forfeited (3,203 ) 40.53 Non-vested at March 31, 2024 1,273,011 $ 21.57 Number of Average Market-based Grant Date awards Fair Value ($) Non-vested at December 31, 2023 97,413 $ 7.92 Granted — — Vested — — Cancelled or Forfeited — — Non-vested at March 31, 2024 97,413 $ 7.92 |
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | Stock price at issuance $ 23.00 Expected volatility 75.0 % Risk-free interest rate 3.14 % Expected term 3.9 Expected dividend yield — % |
Note 10 - Earnings Per Share (T
Note 10 - Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2024 2023 Numerator Net loss from continuing operations $ (19,474 ) $ (31,233 ) Denominator Weighted-average common shares – basic and diluted 13,736,176 13,194,859 Net loss from continuing operations per share - basic and diluted $ (1.42 ) $ (2.37 ) Net loss from discontinued operations per share - basic and diluted $ (0.08 ) $ (0.83 ) Net loss per share attributable to stockholders - basic and diluted $ (1.50 ) $ (3.19 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of March 31, 2024 2023 Outstanding stock options 389,576 661,902 Warrants for common and preferred stock 693,333 720,910 RSA’s, RSU’s and PRSU’s 1,273,011 1,337,329 Market-based awards 97,413 97,413 Sponsor Covered Shares and Seller Earnout Shares 686,190 697,223 Total antidilutive securities 3,139,523 3,514,777 |
Note 11 - Related Party Trans_2
Note 11 - Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | Three Months Ended March 31, 2024 2023 Revenues $ 34,131 $ 29,978 Premiums retained by agents 27,523 24,095 March 31, 2024 December 31, 2023 Net receivables $ 3,966 $ 7,153 |
Note 13 - Accrued Expenses an_2
Note 13 - Accrued Expenses and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | March 31, December 31, 2024 2023 Employee benefits $ 850 $ 323 Contract terminations 3,460 3,460 Deferred transaction costs 3,534 — Premium taxes 1,210 2,700 Employee compensation 755 3,108 Other 2,263 3,109 Total accrued expenses and other liabilities $ 12,072 $ 12,700 |
Note 15 - Research and Develo_2
Note 15 - Research and Development (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule Of Research And Development Expenses [Table Text Block] | Three Months Ended March 31, 2024 2023 Research and development expenses incurred $ 1,037 $ 1,227 Capitalized internally developed software costs 1,485 2,659 Research and development spend, inclusive of capitalized internally developed software cost $ 2,522 $ 3,886 |
Note 17 - Leases (Tables)
Note 17 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Three Months Ended March 31, 2024 2023 Components of lease expense: Operating lease expense $ 577 $ 596 Less sublease income (282 ) — Net lease expense 295 596 Cash flow information related to leases: Operating cash outflow from operating leases during the three months ended March 31, 2024 and 2023 $ 907 $ 990 March 31, 2024 March 31, 2023 Right-of-use assets obtained during the three months ended March 31, 2024 and 2023 in exchange for new operating lease liabilities $ — — Weighted average remaining lease term (years) 3.40 4.13 Weighted average discount rate 10 % 10 % |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | March 31, 2024 Maturities of lease liabilities: Continuing Operations Discontinued Operations 2024 $ 2,425 $ 1,881 2025 2,579 2,009 2026 2,420 1,777 2027 2,093 620 Total lease payments 9,517 6,287 Less imputed interest (1,439 ) (842 ) Lease liabilities $ 8,078 $ 5,445 |
Sublease Payments Receivable [Table Text Block] | March 31, 2024 Continuing Operations Discontinued Operations 2024 $ 858 $ 493 2025 1,035 326 2026 1,067 131 2027 1,100 24 Total sublease payments $ 4,060 $ 974 |
Note 18 - Discontinued Operat_2
Note 18 - Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | (In thousands, except share information) March 31, 2024 December 31, 2023 Assets Trade and other receivables (net of allowance for credit losses of $ 110 110 $ 22 $ 62 Prepaid expenses, deposits and other assets 107 242 Lease right-of-use assets 1,933 2,108 Fixed assets (net of accumulated depreciation of $ 0 2,028 — 151 Assets held for disposal $ 2,062 $ 2,563 Liabilities Accounts payable $ 160 $ 306 Accrued expenses and other liabilities 93 238 Lease liabilities 5,445 6,107 Liability for loss and loss adjustment expenses 137 132 Liabilities held for disposal $ 5,835 $ 6,783 |
Disposal Groups, Including Discontinued Operations, Income Statement Disclosure [Table Text Block] | Three Months Ended March 31, 2024 Local Component Eliminations (1) Total Revenues: Escrow, other title-related fees and other $ 340 $ (21 ) $ 319 Investment, dividend and other income $ (3 ) — (3 ) Total revenues $ 337 $ (21 ) $ 316 Operating expenses excluding impairments $ 1,414 $ (21 ) $ 1,393 Goodwill impairment $ — — — Long-lived asset impairment $ — — — Total operating expenses $ 1,414 $ (21 ) $ 1,393 Loss from discontinued operations $ (1,077 ) $ — $ (1,077 ) Other (expense) income: Interest expense $ — $ — $ — Gain (loss) on sales of discontinued operations $ — — — Loss from discontinued operations before income taxes $ (1,077 ) $ — $ (1,077 ) Income tax expense $ — — — Net loss from discontinued operations $ (1,077 ) $ — $ (1,077 ) Three Months Ended March 31, 2023 Local Component Eliminations (1) Total Revenues: Escrow, other title-related fees and other $ 10,987 $ (5,353 ) $ 5,634 Investment, dividend and other income (78 ) — (78 ) Total revenues $ 10,909 $ (5,353 ) $ 5,556 Operating expenses excluding impairments $ 20,571 $ (5,353 ) $ 15,218 Goodwill impairment — — — Long-lived asset impairment 181 — 181 Total operating expenses $ 20,752 $ (5,353 ) $ 15,399 Loss from discontinued operations $ (9,843 ) $ — $ (9,843 ) Other (expense) income: Interest expense $ (1,018 ) $ — $ (1,018 ) Gain (loss) on sales of discontinued operations — — — Loss from discontinued operations before income taxes $ (10,861 ) $ — $ (10,861 ) Income tax expense (29 ) — (29 ) Net loss from discontinued operations $ (10,890 ) $ — $ (10,890 ) |
Disposal Groups, Including Discontinued Operations, Components of Cash Flows [Table Text Block] | Three Months Ended March 31, 2024 2023 Non-cash discontinued operating activities: Impairment charges $ — $ 181 Depreciation and amortization 13 213 Cash flows from discontinued investing activities: Proceeds from sale of title plants and dividends from title plants — 194 |
Note 1 - Organization and Bus_2
Note 1 - Organization and Business Operations (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) | Mar. 28, 2024 $ / shares | Jan. 01, 2024 USD ($) | |
Number of Reportable Segments | 2 | 2 | ||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | $ 65,500 | |||
Debt Securities, Held-to-Maturity, Excluding Accrued Interest, after Allowance for Credit Loss | 16,582 | $ 18,179 | ||
Debt Securities, Available-for-Sale, Excluding Accrued Interest | $ 50,395 | 58,032 | ||
Statutory Accounting Practices, Statutory Amount Available for Dividend Payments without Regulatory Approval | $ 49,900 | $ 5,200 | ||
Share Price (in dollars per share) | $ / shares | $ 23 | $ 6.29 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies 1 (Details Textual) $ in Thousands | 3 Months Ended | |||||
Feb. 24, 2024 | Oct. 01, 2023 USD ($) | Jun. 29, 2023 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Reinsurance, Amount Retained, Per Policy | $ 5,000 | $ 15,000 | ||||
Reinsurance Retention Policy, Excess Retention, Maximum Amount Reinsured | 150,000 | $ 500,000 | ||||
Reinsurance, Amount Retained, Minimum | 30,000 | |||||
Reinsurance, Excess Retention, Amount Reinsured, Per Policy | $ 35,000 | |||||
Reinsurance, Reinsured Risk, Percentage | 25% | |||||
Effective Income Tax Rate Reconciliation, Percent | 3% | 3% | ||||
Deferred Tax Liabilities, Net | $ 100 | $ 800 | ||||
Operating Loss Carryforwards, Subject To Expiration | 200 | |||||
Income Tax Examination, Penalties and Interest Accrued | $ 0 | |||||
Domestic Tax Jurisdiction [Member] | ||||||
Open Tax Year | 2020 2021 2022 | |||||
State and Local Jurisdiction [Member] | ||||||
Open Tax Year | 2019 2020 2021 2022 | |||||
Title Plant [Member] | ||||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 0 | $ 0 | ||||
Reverse Stock Split [Member] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 25 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies 2 (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Jan. 01, 2024 | Oct. 01, 2023 | Mar. 31, 2024 | |
Reinsurance, Amount Retained, Per Policy | $ 5 | $ 15 | |
Reinsurance, Excess Retention, Amount Reinsured, Per Policy | 35 | ||
Reinsurance Retention Policy, Excess Retention, Maximum Amount Reinsured | $ 150 | $ 500 | |
Reinsurance Contract [Axis]: LayerOneMember | |||
Reinsurance, Amount Retained, Per Policy | $ 10 | ||
Reinsurance, Excess Retention, Amount Reinsured, Per Policy | 10 | ||
Reinsurance Retention Policy, Excess Retention, Maximum Amount Reinsured | 20 | ||
Reinsurance Contract [Axis]: LayerTwoMember | |||
Reinsurance, Amount Retained, Per Policy | 10 | ||
Reinsurance, Excess Retention, Amount Reinsured, Per Policy | 20 | ||
Reinsurance Retention Policy, Excess Retention, Maximum Amount Reinsured | $ 30 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Trade and Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Trade receivables | $ 6,020 | $ 9,170 |
Accrued net premiums written from Third-Party Agent referrals | 2,026 | 2,418 |
Trade receivables, gross | 8,046 | 11,588 |
Allowance for credit losses | (1,812) | (1,802) |
Trade receivables, net | 6,234 | 9,786 |
Local Sales Deferred Earnout receivable | 12,676 | 12,497 |
Investment trade receivables | 1,200 | 0 |
Miscellaneous other receivables | 1,787 | 2,169 |
Other receivables | 15,663 | 14,666 |
Trade and other receivables, net | $ 21,897 | $ 24,452 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Effects of Reinsurance (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Gross premiums earned | $ 63,628 | $ 66,915 | |
Ceded premiums | (115) | (145) | |
Net premiums earned | [1] | $ 63,513 | $ 66,770 |
Percentage of amount net to gross | 99.80% | 99.80% | |
[1]Net premiums written includes revenues from a related party of $34.1 million and $30.0 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11). |
Note 3 - Business Combination_3
Note 3 - Business Combinations and Divestitures (Details Textual) | 3 Months Ended | ||||||||
Mar. 28, 2024 USD ($) $ / shares | May 19, 2023 USD ($) | Jul. 28, 2021 $ / shares shares | Jan. 07, 2019 USD ($) | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Jul. 14, 2023 USD ($) | Sep. 03, 2021 shares | Dec. 04, 2020 $ / shares shares | |
Common Stock, Shares, Outstanding (in shares) | shares | 13,887,772 | 13,524,203 | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock, Shares Outstanding (in shares) | shares | 0 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 693,333 | ||||||||
Goodwill | $ 23,413,000 | $ 23,413,000 | |||||||
Share Price (in dollars per share) | $ / shares | $ 6.29 | $ 23 | |||||||
Lennar Corporation [Member] | |||||||||
Percentage of Voting Power in Agreement | 25% | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 25,629,000 | ||||||||
Proceeds from Sale of Productive Assets | 13,145,000 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Hamilton National Title LLC d/b/a Near North Title Group [Member] | |||||||||
Deferred Income | $ 2,100,000 | ||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 200,000 | ||||||||
West Coast Local Retail Branch Sale [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Williston Financial Group LLC (WFG) [Member] | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 24,500,000 | 21,428,000 | |||||||
Proceeds from Sale of Productive Assets | 10,500,000 | 10,500,000 | |||||||
Disposal Group, Including Discontinued Operation, Consideration, Deferred Payment | $ 14,000,000 | ||||||||
Disposal Group, Including Discontinued Operation, Consideration, Deferred Payment, Period After 12 Year (Day) | 30 days | ||||||||
Number of Retail Title Locations and Operations Centers Sold | 22 | ||||||||
Entity Number of Employees | 123 | ||||||||
North American Title Acquisition [Member] | |||||||||
Business Combination, Consideration Transferred | $ 171,700,000 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 87,000,000 | ||||||||
Goodwill | $ 111,500,000 | ||||||||
Topco [Member] | |||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Share Price (in dollars per share) | $ / shares | $ 6.29 | ||||||||
Business Combination, Acquisition Related Costs | 3,300,000 | ||||||||
Other Payments to Acquire Businesses | $ 100,000 | ||||||||
Topco [Member] | Maximum [Member] | |||||||||
Merger Agreement, Termination Fee | $ 3,188,734 | ||||||||
Topco [Member] | Minimum [Member] | |||||||||
Merger Agreement, Termination Fee | $ 1,822,134 | ||||||||
Public Warrants [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 460,000 | 460,000 | 11,500,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Twenty-Five Warrant or Right (in shares) | shares | 1 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 287.5 | ||||||||
Private Placement Warrants [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 233,333 | 233,333 | 5,833,333 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Twenty-Five Warrant or Right (in shares) | shares | 1 | 1 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 287.5 | $ 287.5 | |||||||
Sponsor Covered Shares [Member] | |||||||||
Common Stock, Shares, Outstanding (in shares) | shares | 53,026 | 53,026 | |||||||
Reverse Recapitalization, Contingent Consideration, Percentage Of Shares Subject To Vesting | 20% | ||||||||
Reverse Recapitalization, Contingent Consideration, Threshold Period Of Change In Control (Year) | 10 years | ||||||||
Sponsor Covered Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||
Reverse Recapitalization, Contingent Consideration, Stock Price Trigger (in dollars per share) | $ / shares | $ 375 | ||||||||
Sponsor Covered Shares [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||
Reverse Recapitalization, Contingent Consideration, Stock Price Trigger (in dollars per share) | $ / shares | $ 437.5 | ||||||||
Earnout Shares [Member] | |||||||||
Reverse Recapitalization, Contingent Consideration, Additional Shares Receivable, Percentage | 5% |
Note 3 - Business Combination_4
Note 3 - Business Combinations - Sale of Business (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - USD ($) $ in Thousands | 3 Months Ended | |
May 19, 2023 | Mar. 31, 2024 | |
Pre-tax loss on sale of business | $ 10,948 | |
Cash consideration | 13,145 | |
Deferred Earnout receivable | 12,484 | |
Total purchase consideration | 25,629 | |
Total transaction costs, including legal fees, professional fees and other | 4,254 | |
West Coast Local Retail Branch Sale [Member] | Williston Financial Group LLC (WFG) [Member] | ||
Pre-tax loss on sale of business | 10,313 | |
Cash consideration | $ 10,500 | 10,500 |
Deferred Earnout receivable | 10,928 | |
Total purchase consideration | $ 24,500 | 21,428 |
Total transaction costs, including legal fees, professional fees and other | 3,487 | |
Q3 Local Sales [Member] | Hamilton National Title LLC d/b/a Near North Title Group [Member] | ||
Pre-tax loss on sale of business | 635 | |
Cash consideration | 2,645 | |
Deferred Earnout receivable | 1,556 | |
Total purchase consideration | 4,201 | |
Total transaction costs, including legal fees, professional fees and other | $ 767 |
Note 3 - Business Combination_5
Note 3 - Business Combinations - Assets Sold (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Total assets | $ 2,062 | $ 2,563 |
Total liabilities | 5,835 | $ 6,783 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||
Goodwill | 22,867 | |
Title plants | 8,806 | |
Fixed assets | 1,266 | |
Other assets | 277 | |
Total assets | 33,216 | |
Accrued expenses and other liabilities | 392 | |
Total liabilities | 392 | |
Net assets | 32,824 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Williston Financial Group LLC (WFG) [Member] | West Coast Local Retail Branch Sale [Member] | ||
Goodwill | 19,270 | |
Title plants | 8,806 | |
Fixed assets | 549 | |
Other assets | 129 | |
Total assets | 28,754 | |
Accrued expenses and other liabilities | 0 | |
Total liabilities | 0 | |
Net assets | 28,754 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Q3 Local Sales [Member] | Hamilton National Title LLC d/b/a Near North Title Group [Member] | ||
Goodwill | 3,597 | |
Title plants | 0 | |
Fixed assets | 717 | |
Other assets | 148 | |
Total assets | 4,462 | |
Accrued expenses and other liabilities | 392 | |
Total liabilities | 392 | |
Net assets | $ 4,070 |
Note 4 - Investments and Fair_3
Note 4 - Investments and Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt Securities, Held-to-Maturity, Restricted | $ 2,300 | $ 2,400 | |
Debt Securities, Held-To-Maturity, Net Unrealized Gain (Loss) | 100 | $ (500) | |
Debt Securities, Available-For-Sale, Net Unrealized Gain (Loss) | 100 | $ 300 | |
Debt Securities, Available-for-Sale, Allowance for Credit Loss | $ 0 | ||
Sponsor Covered Shares [Member] | |||
Derivative, Term of Contract (Year) | 10 years |
Note 4 - Investments and Fair_4
Note 4 - Investments and Fair Value Measurements - Held-to-Maturity Debt Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt securities, held-to-maturity, amortized cost | $ 16,705 | $ 18,304 | |||
Debt securities, held-to-maturity, unrealized gains | 1 | 3 | |||
Debt securities, held-to-maturity, unrealized losses | (351) | (437) | |||
Debt securities, held-to-maturity, before allowance, fair value | 16,355 | 17,870 | |||
Allowance for credit losses, amortized cost | (123) | (125) | $ (298) | $ (440) | |
Allowance for credit losses, fair value | (123) | (125) | $ (298) | $ (440) | |
Held-to-maturity debt securities, at amortized cost (net of allowance for credit losses of $123 at March 31, 2024 and $125 at December 31, 2023) | 16,582 | 18,179 | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 16,232 | 17,745 | |||
One year or less, held-to-maturity, amortized cost | $ 8,856 | ||||
One year or less, held-to-maturity, amortized cost percentage | 53% | ||||
One year or less, held-to-maturity, fair value | $ 8,734 | ||||
One year or less, held-to-maturity, fair value percentage | 53% | ||||
After one year through five years, held-to-maturity, amortized cost | $ 7,849 | ||||
After one year through five years, held-to-maturity, amortized cost percentage | 47% | ||||
After one year through five years, held-to-maturity, fair value | $ 7,621 | ||||
After one year through five years, held-to-maturity, fair value percentage | 47% | ||||
Total, held-to-maturity, before allowance, amortized cost | $ 16,705 | 18,304 | |||
Total, held-to-maturity, amortized cost percentage | 100% | ||||
Total, held-to-maturity, before allowance, fair value | $ 16,355 | 17,870 | |||
Total, held-to-maturity, fair value percentage | 100% | ||||
Debt securities, held-to-maturity, fair value, less than 12 months | $ 1,004 | ||||
Debt securities, held-to-maturity, unrealized losses, less than 12 months | (2) | ||||
Debt securities, held-to-maturity, fair value, greater than 12 months | 13,116 | ||||
Debt securities, held-to-maturity, unrealized losses, greater than 12 months | (349) | ||||
Debt securities, held-to-maturity, fair value | 14,120 | ||||
Debt securities, held-to-maturity, unrealized losses | (351) | ||||
Estimate of Fair Value Measurement [Member] | |||||
Allowance for credit losses, amortized cost | (123) | (125) | |||
Allowance for credit losses, fair value | (123) | (125) | |||
Corporate Debt Securities [Member] | |||||
Debt securities, held-to-maturity, amortized cost | 12,209 | [1] | 13,786 | ||
Debt securities, held-to-maturity, unrealized gains | 0 | 0 | |||
Debt securities, held-to-maturity, unrealized losses | (314) | (400) | |||
Debt securities, held-to-maturity, before allowance, fair value | 11,895 | 13,386 | |||
Total, held-to-maturity, before allowance, amortized cost | 12,209 | [1] | 13,786 | ||
Total, held-to-maturity, before allowance, fair value | 11,895 | 13,386 | |||
Debt securities, held-to-maturity, fair value, less than 12 months | 0 | 0 | |||
Debt securities, held-to-maturity, unrealized losses, less than 12 months | 0 | 0 | |||
Debt securities, held-to-maturity, fair value, greater than 12 months | 11,396 | 13,386 | |||
Debt securities, held-to-maturity, unrealized losses, greater than 12 months | (314) | (400) | |||
Debt securities, held-to-maturity, fair value | 11,396 | 13,386 | |||
Debt securities, held-to-maturity, unrealized losses | (314) | (400) | |||
US Treasury Securities [Member] | |||||
Debt securities, held-to-maturity, amortized cost | 4,058 | 4,081 | |||
Debt securities, held-to-maturity, unrealized gains | 1 | 3 | |||
Debt securities, held-to-maturity, unrealized losses | (37) | (37) | |||
Debt securities, held-to-maturity, before allowance, fair value | 4,022 | 4,047 | |||
Total, held-to-maturity, before allowance, amortized cost | 4,058 | 4,081 | |||
Total, held-to-maturity, before allowance, fair value | 4,022 | 4,047 | |||
Debt securities, held-to-maturity, fair value, less than 12 months | 1,004 | 999 | |||
Debt securities, held-to-maturity, unrealized losses, less than 12 months | (2) | (3) | |||
Debt securities, held-to-maturity, fair value, greater than 12 months | 1,720 | 1,736 | |||
Debt securities, held-to-maturity, unrealized losses, greater than 12 months | (35) | (34) | |||
Debt securities, held-to-maturity, fair value | 2,724 | 2,735 | |||
Debt securities, held-to-maturity, unrealized losses | (37) | (37) | |||
Debt Security, Government, Non-US [Member] | |||||
Debt securities, held-to-maturity, fair value, less than 12 months | 999 | ||||
Debt securities, held-to-maturity, unrealized losses, less than 12 months | (3) | ||||
Debt securities, held-to-maturity, fair value, greater than 12 months | 15,122 | ||||
Debt securities, held-to-maturity, unrealized losses, greater than 12 months | (434) | ||||
Debt securities, held-to-maturity, fair value | 16,121 | ||||
Debt securities, held-to-maturity, unrealized losses | (437) | ||||
Certificates of Deposit [Member] | |||||
Debt securities, held-to-maturity, amortized cost | 438 | 437 | |||
Debt securities, held-to-maturity, unrealized gains | 0 | 0 | |||
Debt securities, held-to-maturity, unrealized losses | 0 | 0 | |||
Debt securities, held-to-maturity, before allowance, fair value | 438 | 437 | |||
Total, held-to-maturity, before allowance, amortized cost | 438 | 437 | |||
Total, held-to-maturity, before allowance, fair value | $ 438 | $ 437 | |||
[1]Includes both U.S. and foreign corporate debt securities. |
Note 4 - Investments and Fair_5
Note 4 - Investments and Fair Value Measurements - Debt Securities Held-to-Maturity Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Balance | $ 125 | $ 440 |
Current-period reduction for expected credit losses | (2) | (142) |
Balance | $ 123 | $ 298 |
Note 4 - Investments and Fair_6
Note 4 - Investments and Fair Value Measurements - Debt Securities Available-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Available-for-sale debt securities, amortized cost | $ 50,800 | $ 58,516 | |
Debt securities, available-for-sale, unrealized gains | 0 | 0 | |
Debt securities, available-for-sale, unrealized losses | (405) | (484) | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 50,395 | 58,032 | |
One year or less, amortized cost | $ 45,513 | ||
One year or less, amortized cost percentage | 90% | ||
One year or less, fair value | $ 45,148 | ||
One year or less, fair value percentage | 90% | ||
After one year through five years, amortized cost | $ 5,287 | ||
After one year through five years, amortized cost percentage | 10% | ||
After one year through five years, fair value | $ 5,247 | ||
After one year through five years, fair value percentage | 10% | ||
Total, amortized cost | $ 50,800 | ||
Total, amortized cost percentage | 100% | ||
Total, fair value | $ 50,395 | ||
Total, fair value percentage | 100% | ||
Debt securities, available-for-sale, less than 12 months, fair value | $ 10,764 | $ 10,763 | |
Debt securities, available-for-sale, less than 12 months, unrealized losses | (78) | (34) | |
Debt securities, available-for-sale, greater than 12 months, fair value | 39,632 | 47,360 | |
Debt securities, available-for-sale, greater than 12 months, unrealized losses | (327) | (450) | |
Debt securities, available-for-sale, fair value | 50,396 | 58,123 | |
Debt securities, available-for-sale, unrealized losses | (405) | (484) | |
Corporate Debt Securities [Member] | |||
Available-for-sale debt securities, amortized cost | [1] | 24,679 | 26,136 |
Debt securities, available-for-sale, unrealized gains | [1] | 0 | 0 |
Debt securities, available-for-sale, unrealized losses | [1] | (199) | (203) |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | [1] | 24,480 | 25,933 |
Debt securities, available-for-sale, less than 12 months, fair value | 8,806 | 8,810 | |
Debt securities, available-for-sale, less than 12 months, unrealized losses | (64) | (25) | |
Debt securities, available-for-sale, greater than 12 months, fair value | 15,675 | 17,214 | |
Debt securities, available-for-sale, greater than 12 months, unrealized losses | (135) | (178) | |
Debt securities, available-for-sale, fair value | 24,481 | 26,024 | |
Debt securities, available-for-sale, unrealized losses | (199) | (203) | |
US Treasury Securities [Member] | |||
Available-for-sale debt securities, amortized cost | 24,612 | 30,878 | |
Debt securities, available-for-sale, unrealized gains | 0 | 0 | |
Debt securities, available-for-sale, unrealized losses | (191) | (263) | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 24,421 | 30,615 | |
Debt securities, available-for-sale, less than 12 months, fair value | 1,958 | 1,953 | |
Debt securities, available-for-sale, less than 12 months, unrealized losses | (14) | (9) | |
Debt securities, available-for-sale, greater than 12 months, fair value | 22,463 | 28,662 | |
Debt securities, available-for-sale, greater than 12 months, unrealized losses | (177) | (254) | |
Debt securities, available-for-sale, fair value | 24,421 | 30,615 | |
Debt securities, available-for-sale, unrealized losses | (191) | (263) | |
Debt Security, Government, Non-US [Member] | |||
Available-for-sale debt securities, amortized cost | 1,509 | 1,502 | |
Debt securities, available-for-sale, unrealized gains | 0 | 0 | |
Debt securities, available-for-sale, unrealized losses | (15) | (18) | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 1,494 | 1,484 | |
Debt securities, available-for-sale, less than 12 months, fair value | 0 | 0 | |
Debt securities, available-for-sale, less than 12 months, unrealized losses | 0 | 0 | |
Debt securities, available-for-sale, greater than 12 months, fair value | 1,494 | 1,484 | |
Debt securities, available-for-sale, greater than 12 months, unrealized losses | (15) | (18) | |
Debt securities, available-for-sale, fair value | 1,494 | 1,484 | |
Debt securities, available-for-sale, unrealized losses | $ (15) | $ (18) | |
[1]Includes both U.S. and foreign corporate debt securities. |
Note 4 - Investments and Fair_7
Note 4 - Investments and Fair Value Measurements - Mortgage Loans (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Mortgage loans | $ 45 | $ 45 |
Reported Value Measurement [Member] | ||
Mortgage loans | 45 | 45 |
Estimate of Fair Value Measurement [Member] | ||
Mortgage loans | $ 45 | $ 45 |
Note 4 - Investments and Fair_8
Note 4 - Investments and Fair Value Measurements - Investment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investment income | $ 1,008 | $ 1,487 |
Available-for-Sale Debt Securities [Member] | ||
Investment income | 498 | 530 |
Held-to-Maturity Debt Securities [Member] | ||
Investment income | 145 | 757 |
Mortgages [Member] | ||
Investment income | 0 | 4 |
Other Security Investments [Member] | ||
Investment income | $ 365 | $ 196 |
Note 4 - Investments and Fair_9
Note 4 - Investments and Fair Value Measurements - Accrued Interest Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Corporate Debt Securities [Member] | ||
Accrued interest receivable on investments | $ 233 | $ 423 |
US Treasury Securities [Member] | ||
Accrued interest receivable on investments | 192 | 262 |
Foreign Government Debt [Member] | ||
Accrued interest receivable on investments | 10 | 5 |
Debt Securities [Member] | ||
Accrued interest receivable on investments | $ 435 | $ 690 |
Note 4 - Investments and Fai_10
Note 4 - Investments and Fair Value Measurements - Investments Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | $ 16,232 | $ 17,745 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 50,395 | 58,032 | |
Corporate Debt Securities [Member] | |||
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | [1] | 24,480 | 25,933 |
US Treasury Securities [Member] | |||
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 24,421 | 30,615 | |
Debt Security, Government, Non-US [Member] | |||
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 1,494 | 1,484 | |
Fair Value, Recurring [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 16,355 | 17,870 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 50,395 | 58,032 | |
Mortgage loans | 45 | 45 | |
Total | 66,795 | 75,947 | |
Liabilities, fair value | 350 | 112 | |
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 11,895 | 13,386 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 24,480 | 25,933 | |
Fair Value, Recurring [Member] | US Treasury Securities [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 4,022 | 4,047 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 24,421 | 30,615 | |
Fair Value, Recurring [Member] | Debt Security, Government, Non-US [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 1,494 | 1,484 | |
Fair Value, Recurring [Member] | Certificates of Deposit [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 438 | 437 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | |||
Liabilities, fair value | 20 | 17 | |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | |||
Liabilities, fair value | 9 | 9 | |
Fair Value, Recurring [Member] | Sponsor Covered Shares [Member] | |||
Liabilities, fair value | 321 | 86 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 4,022 | 4,047 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 24,421 | 30,615 | |
Mortgage loans | 0 | 0 | |
Total | 28,443 | 34,662 | |
Liabilities, fair value | 20 | 17 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 4,022 | 4,047 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 24,421 | 30,615 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Debt Security, Government, Non-US [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |||
Liabilities, fair value | 20 | 17 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | |||
Liabilities, fair value | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Sponsor Covered Shares [Member] | |||
Liabilities, fair value | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 12,333 | 13,823 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 25,974 | 27,417 | |
Mortgage loans | 0 | 0 | |
Total | 38,307 | 41,240 | |
Liabilities, fair value | 9 | 9 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 11,895 | 13,386 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 24,480 | 25,933 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Debt Security, Government, Non-US [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 1,494 | 1,484 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Certificates of Deposit [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 438 | 437 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |||
Liabilities, fair value | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | |||
Liabilities, fair value | 9 | 9 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Sponsor Covered Shares [Member] | |||
Liabilities, fair value | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 0 | 0 | |
Mortgage loans | 45 | 45 | |
Total | 45 | 45 | |
Liabilities, fair value | 321 | 86 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Debt Security, Government, Non-US [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Available-for-sale debt securities, at fair value (amortized cost $50,800 at March 31, 2024 and $58,516 at December 31, 2023) | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Certificates of Deposit [Member] | |||
Debt securities, held-to-maturity, net of allowance for credit losses, fair value | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |||
Liabilities, fair value | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities, fair value | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Sponsor Covered Shares [Member] | |||
Liabilities, fair value | $ 321 | $ 86 | |
[1]Includes both U.S. and foreign corporate debt securities. |
Note 4 - Investments and Fai_11
Note 4 - Investments and Fair Value Measurements - Valuation Assumptions (Details) | Mar. 31, 2024 $ / shares | Mar. 28, 2024 $ / shares |
Stock price at issuance (in dollars per share) | $ 23 | $ 6.29 |
Sponsor Covered Shares [Member] | ||
Stock price at issuance (in dollars per share) | $ 4.54 | |
Sponsor Covered Shares [Member] | Measurement Input, Price Volatility [Member] | ||
Liability, measurement input | 0.65 | |
Sponsor Covered Shares [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Liability, measurement input | 0.042 | |
Sponsor Covered Shares [Member] | Measurement Input, Expected Term [Member] | ||
Liability, measurement input | 7.3 | |
Sponsor Covered Shares [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Liability, measurement input | 0 |
Note 4 - Investments and Fai_12
Note 4 - Investments and Fair Value Measurements - Unobservable Input Reconciliation Liabilities (Details) - Sponsor Covered Shares [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair value | $ 86 | $ 219 |
Change in fair value of Sponsor Covered Shares | 235 | (15) |
Fair value | $ 321 | $ 204 |
Note 4 - Investments and Fai_13
Note 4 - Investments and Fair Value Measurements - Unobservable Input Reconciliation Assets (Details) - Local Sales Deferred Earnout [Member[] $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair value | $ 12,497 |
Accretion of discount | 179 |
Fair value | $ 12,676 |
Note 5 - Revenue Recognition -
Note 5 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Total revenue from insurance contracts | [1] | $ 63,513 | $ 66,770 |
Total revenue from contracts with customers | [2] | 1,071 | 964 |
Total other revenues | 1,483 | 1,078 | |
Total revenues | 66,067 | 68,812 | |
Operating Segments [Member] | Underwriting Segment [Member] | |||
Interest and investment income (2) | [3] | 1,409 | 919 |
Realized gains and losses, net | 0 | (2) | |
Operating Segments [Member] | Underwriting Segment [Member] | Direct Agent Title Insurance Premiums [Member] | |||
Total revenue from insurance contracts | 249 | 6,915 | |
Operating Segments [Member] | Underwriting Segment [Member] | Third Party Agent Title Insurance Premiums [Member] | |||
Total revenue from insurance contracts | 63,264 | 59,855 | |
Operating Segments [Member] | Underwriting Segment [Member] | Other Title Fees [Member] | |||
Total revenue from contracts with customers | 493 | 565 | |
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Corporate Segment and Other Operating Segment [Member] | |||
Total revenue from insurance contracts | 0 | 0 | |
Total revenue from contracts with customers | [2] | 1,037 | 880 |
Interest and investment income (2) | [3] | 72 | 519 |
Realized gains and losses, net | 2 | (358) | |
Total other revenues | 74 | 161 | |
Total revenues | 1,111 | 1,041 | |
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Corporate Segment and Other Operating Segment [Member] | Escrow Fees [Member] | |||
Total revenue from contracts with customers | 171 | 339 | |
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Corporate Segment and Other Operating Segment [Member] | Other Title Fees [Member] | |||
Total revenue from contracts with customers | 866 | 541 | |
Consolidation, Eliminations [Member] | |||
Total revenue from insurance contracts | 0 | 0 | |
Total revenue from contracts with customers | [2] | (459) | (481) |
Total other revenues | 0 | 0 | |
Total revenues | (459) | (481) | |
Consolidation, Eliminations [Member] | Other Title Fees [Member] | |||
Total revenue from contracts with customers | [4] | $ (459) | $ (481) |
[1]Net premiums written includes revenues from a related party of $34.1 million and $30.0 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11).[2]Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents.[3]Interest and investment income consists primarily of interest payments received on held-to-maturity debt securities, available-for-sale debt securities and mortgage loans.[4]Premiums retained by Direct Agents are recognized as income to the Corporate and Other segment, and expense to the Underwriting segment. Upon consolidation, the impact of these internal segment transactions from continuing operations is eliminated. See Note 7. Segment information for additional breakdown. |
Note 6 - Liability for Loss a_3
Note 6 - Liability for Loss and Loss Adjustment Expenses (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Prior Year Claims and Claims Adjustment Expense | $ 1,929 | $ (446) |
Note 6 - Liability for Loss a_4
Note 6 - Liability for Loss and Loss Adjustment Expenses - Summary of Changes in Liability for Loss and Loss Adjustment Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Balance at the beginning of the year | $ 81,894 | $ 81,873 |
Current year | 2,659 | 2,841 |
Prior years | (1,929) | 446 |
Total provision for claims | 730 | 3,287 |
Current year | (163) | (117) |
Prior years | (6,306) | (4,190) |
Total paid losses | (6,469) | (4,307) |
Balance at the end of the period | $ 76,155 | $ 80,853 |
Provision for claims as a percentage of net written premiums | 1.10% | 4.90% |
Note 7 - Segment Information (D
Note 7 - Segment Information (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Number of Reportable Segments | 2 | 2 | |
Goodwill | $ 23,413 | $ 23,413 | |
Goodwill, Translation and Measurement Period Adjustments | 0 | $ 0 | |
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | |||
Goodwill, Impaired, Accumulated Impairment Loss | 65,200 | ||
Underwriting Segment [Member] | |||
Goodwill | $ 23,400 | $ 23,400 | |
Underwriting Segment [Member] | Minimum [Member] | |||
Percentage Of Premiums Retained By Agents | 82% | ||
Underwriting Segment [Member] | Maximum [Member] | |||
Percentage Of Premiums Retained By Agents | 84% |
Note 7 - Segment Information -
Note 7 - Segment Information - Schedule of Operating Results by Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Net premiums written | [1] | $ 63,513 | $ 66,770 |
Escrow, other title-related fees and other | [2] | 1,071 | 964 |
Investment, dividend and other income | 1,483 | 1,078 | |
Total revenues | 66,067 | 68,812 | |
Premiums retained by agents | [3],[4] | 52,391 | 54,537 |
Direct labor (3) | [5] | 3,414 | 3,808 |
Other direct costs (4) | [6] | 2,439 | 2,217 |
Provision for claims | 730 | 3,287 | |
Adjusted gross profit | 7,093 | 4,963 | |
Operating Segments [Member] | Distribution Segment [Member] | |||
Net premiums written | 63,513 | 66,770 | |
Escrow, other title-related fees and other | [2] | 493 | 565 |
Investment, dividend and other income | 1,409 | 917 | |
Total revenues | 65,415 | 68,252 | |
Premiums retained by agents | [4] | 52,850 | 55,018 |
Direct labor (3) | [5] | 3,002 | 2,887 |
Other direct costs (4) | [6] | 2,019 | 1,805 |
Provision for claims | 756 | 3,160 | |
Adjusted gross profit | 6,788 | 5,382 | |
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Corporate Segment and Other Operating Segment [Member] | |||
Net premiums written | 0 | 0 | |
Escrow, other title-related fees and other | [2] | 1,037 | 880 |
Investment, dividend and other income | 74 | 161 | |
Total revenues | 1,111 | 1,041 | |
Premiums retained by agents | [4] | 0 | 0 |
Direct labor (3) | [5] | 412 | 921 |
Other direct costs (4) | [6] | 420 | 412 |
Provision for claims | (26) | 127 | |
Adjusted gross profit | 305 | (419) | |
Consolidation, Eliminations [Member] | |||
Net premiums written | 0 | 0 | |
Escrow, other title-related fees and other | [2] | (459) | (481) |
Investment, dividend and other income | 0 | 0 | |
Total revenues | (459) | (481) | |
Premiums retained by agents | [4] | (459) | (481) |
Direct labor (3) | [5] | 0 | 0 |
Other direct costs (4) | [6] | 0 | 0 |
Provision for claims | 0 | 0 | |
Adjusted gross profit | $ 0 | $ 0 | |
[1]Net premiums written includes revenues from a related party of $34.1 million and $30.0 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11).[2]Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents.[3]Premiums retained by agents includes expenses associated with a related party of $27.5 million and $24.1 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11).[4]This expense represents a deduction from the net premiums written for the amounts that are retained by Direct Agents and Third-Party Agents as compensation for their efforts to generate premium income for our Underwriting segment. The impact of premiums retained by our Direct Agents from continuing operations and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation.[5]Includes all compensation costs, including salaries, bonuses, incentive payments, and benefits, for personnel involved in the direct fulfillment of title and/or escrow services. Direct labor excludes severance costs.[6]Includes title examination expense, office supplies, and premium and other taxes. |
Note 7 - Segment Information _2
Note 7 - Segment Information - Reconciliation of Reportable Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Adjusted gross profit | $ 7,093 | $ 4,963 | |
Depreciation and amortization | 2,985 | 2,862 | |
Other indirect expenses (1) | [1] | 17,243 | 29,222 |
Change in fair value of Warrant and Sponsor Covered Shares liabilities | 239 | (15) | |
Interest expense | 6,604 | 3,971 | |
Loss from continuing operations before income taxes | $ (19,978) | $ (31,077) | |
[1]Includes other indirect costs not allocated to segments including corporate support function costs, such as legal, finance, human resources, technology support and certain other indirect operating expenses, such as sales and management payroll, and incentive related expenses. |
Note 8 - Debt (Details Textual)
Note 8 - Debt (Details Textual) - USD ($) | Apr. 30, 2024 | Mar. 28, 2024 | May 19, 2023 | Dec. 31, 2020 | Mar. 31, 2024 | Sep. 03, 2021 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 693,333 | |||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | Secured Overnight Financing Rate (SOFR) [Member] | ||||
Topco Commitment Letter [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||
Debt Instrument, Interest Rate Floor | 1% | |||||
Debt Instrument, Basis Spread on Variable Rate | 9% | |||||
Line of Credit Facility, Commitment Fee Percentage | 5% | |||||
Debt Instrument, Upfront Fee | 3% | |||||
Debt Instrument, Fee Amount | $ 300,000 | |||||
Topco Commitment Letter [Member] | Minimum [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | |||||
Penny Warrants [Member] | ||||||
Class of Warrant Or Right, Percentage Of Fully Diluted Shares Called by Each Warrant or Right | 1.35% | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 200,000 | |||||
Senior First Lien Note [Member] | Senior Notes [Member] | ||||||
Debt Instrument, Face Amount | $ 150,000,000 | |||||
Debt Instrument, Term (Year) | 5 years | |||||
Debt Instrument, Interest Rate, Stated Percentage | 11.25% | |||||
Debt Instrument, Interest Rate, Stated Percentage, Current Cash Basis | 5% | |||||
Debt Instrument, Debt Default, Interest Rate | 15% | |||||
Debt Instrument, Covenant, Minimum Liquidity | $ 20,000,000 | |||||
Debt Instrument, Covenant, Minimum Consolidated Revenue | 130,000,000 | |||||
Debt Instrument, Covenant, Prepayment, Minimum Proceeds From Dispositions | $ 750,000 | |||||
Debt Instrument, Covenant, Prepayment, Percentage of Excess Net Cash Proceeds | 100% | |||||
Hudson Financing Arrangements [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 16.25% | |||||
Debt Instrument, Interest Rate, Stated Percentage, Current Cash Basis | 10% | |||||
Debt Instrument, Covenant, Minimum Consolidated Revenue | $ 50,000,000 | $ 130,000,000 | ||||
Debt Instrument, Covenant, Prepayment, Minimum Proceeds From Dispositions | 7,500,000 | |||||
Debt Instrument, Covenant, Maximum Contingent Payments | 16,000,000 | |||||
Debt Instrument, Amendment Fee | 1,000,000 | |||||
Debt Instrument, Fair Value Disclosure | $ 127,600,000 | |||||
Commitment Letter Single Draw [Member] | Topco Commitment Letter [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 |
Note 9 - Stock Compensation E_3
Note 9 - Stock Compensation Expense (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||
Aug. 03, 2023 | May 31, 2023 | Jun. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Reversal of Expense | $ 2.2 | ||||
Deferred Compensation Share-Based Arrangements, Liability, Current and Noncurrent | $ 0.3 | ||||
Share-Based Payment Arrangement, Expense | 4.7 | $ 5 | |||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1.2 | ||||
Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | ||||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Month) | 7 months | ||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Month) | 60 months | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 1,000,000 | ||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 50% | 25% | |||
Market-Based Awards [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Month) | 4 years | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 0 | ||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 0.3 | ||||
Market-Based Awards [Member] | Omnibus Incentive Plan 2021 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Month) | 4 years | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 97,413 | ||||
Market-Based Awards [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Omnibus Incentive Plan 2021 [Member] | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Weighted Average Price Threshold (in dollars per share) | $ 125 | ||||
Market-Based Awards [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Omnibus Incentive Plan 2021 [Member] | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Weighted Average Price Threshold (in dollars per share) | 187.5 | ||||
Market-Based Awards [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Omnibus Incentive Plan 2021 [Member] | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Weighted Average Price Threshold (in dollars per share) | $ 250 | ||||
Restricted and Performance Stock Awards [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 11,780 | ||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 21 |
Note 9 - Stock Compensation E_4
Note 9 - Stock Compensation Expense - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Outstanding options (in shares) | 402,028 | |
Outstanding options, weighted average exercise price (in dollars per share) | $ 14.08 | |
Outstanding options, weighted average remaining contractual life (Year) | 5 years 6 months 18 days | 5 years 7 months 13 days |
Outstanding options, aggregate intrinsic value | $ 53 | $ 54 |
Granted options (in shares) | 0 | |
Granted options, weighted average exercise price (in dollars per share) | $ 0 | |
Exercised options (in shares) | 0 | |
Exercised options, weighted average exercise price (in dollars per share) | $ 0 | |
Cancelled or forfeited options (in shares) | (12,452) | |
Cancelled or forfeited options, weighted average exercise price (in dollars per share) | $ 17.7 | |
Outstanding options (in shares) | 389,576 | 402,028 |
Outstanding options, weighted average exercise price (in dollars per share) | $ 13.96 | $ 14.08 |
Options exercisable (in shares) | 379,400 | |
Options exercisable, weighted average remaining contractual life (in dollars per share) | $ 13.86 | |
Options exercisable, weighted average contractual life (Year) | 5 years 6 months 10 days | |
Options exercisable aggregate intrinsic value | $ 53 |
Note 9 - Stock Compensation E_5
Note 9 - Stock Compensation Expense - Stock Award Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Restricted and Performance Stock Awards [Member] | |
Non-vested (in shares) | shares | 1,807,329 |
Non-vested, average grant date fair value (in dollars per share) | $ / shares | $ 18.59 |
Granted, other than options (in shares) | shares | 11,780 |
Granted, other than options, average grant date fair value (in dollars per share) | $ / shares | $ 4.49 |
Vested, other than options (in shares) | shares | (542,895) |
Vested, other than options, average grant date fair value (in dollars per share) | $ / shares | $ 11.16 |
Adjustment for PRSUs expected to vest (in shares) | shares | 0 |
Adjustment for PRSUs expected to vest, average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Cancelled or Forfeited, other than options (in shares) | shares | (3,203) |
Cancelled or Forfeited, other than options, average grant date fair value (in dollars per share) | $ / shares | $ 40.53 |
Non-vested (in shares) | shares | 1,273,011 |
Non-vested, average grant date fair value (in dollars per share) | $ / shares | $ 21.57 |
Market-Based Awards [Member] | |
Non-vested (in shares) | shares | 97,413 |
Non-vested, average grant date fair value (in dollars per share) | $ / shares | $ 7.92 |
Granted, other than options (in shares) | shares | 0 |
Granted, other than options, average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Vested, other than options (in shares) | shares | 0 |
Vested, other than options, average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Cancelled or Forfeited, other than options (in shares) | shares | 0 |
Cancelled or Forfeited, other than options, average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Non-vested (in shares) | shares | 97,413 |
Non-vested, average grant date fair value (in dollars per share) | $ / shares | $ 7.92 |
Note 9 - Stock Compensation E_6
Note 9 - Stock Compensation Expense- Valuation Assumptions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 28, 2024 | |
Stock price at issuance (in dollars per share) | $ 23 | $ 6.29 |
Expected volatility | 75% | |
Risk-free interest rate | 3.14% | |
Expected term (Year) | 3 years 10 months 24 days | |
Expected dividend yield | 0% |
Note 10 - Earnings Per Share -
Note 10 - Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Loss from continuing operations, net of taxes | $ (19,474) | $ (31,233) |
Weighted-average common shares – basic and diluted (in shares) | 13,736,176 | 13,194,859 |
Net loss from continuing operations per share attributable to stockholders - basic and diluted (in dollars per share) | $ (1.42) | $ (2.37) |
Net loss from discontinued operations per share - basic and diluted (in dollars per share) | (0.08) | (0.83) |
Net loss per share attributable to stockholders - basic and diluted (in dollars per share) | $ (1.5) | $ (3.19) |
Note 10 - Earnings Per Share _2
Note 10 - Earnings Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total antidilutive securities (in shares) | 3,139,523 | 3,514,777 |
Share-Based Payment Arrangement, Option [Member] | ||
Total antidilutive securities (in shares) | 389,576 | 661,902 |
Warrant [Member] | ||
Total antidilutive securities (in shares) | 693,333 | 720,910 |
Restricted and Performance Stock Awards [Member] | ||
Total antidilutive securities (in shares) | 1,273,011 | 1,337,329 |
Market-Based Awards [Member] | ||
Total antidilutive securities (in shares) | 97,413 | 97,413 |
Sponsor Covered Shares and Seller Earnout Shares [Member] | ||
Total antidilutive securities (in shares) | 686,190 | 697,223 |
Note 11 - Related Party Trans_3
Note 11 - Related Party Transactions (Details Textual) - Lennar Corporation [Member] - USD ($) $ in Millions | Mar. 31, 2024 | Apr. 27, 2023 |
Sublease Agreement [Member] | ||
Lessor, Operating Lease, Payment to be Received | $ 0.2 | |
Doma Holdings, Inc. [Member] | ||
Equity Method Investment, Ownership Percentage | 23.70% |
Note 11 - Related Party Trans_4
Note 11 - Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Revenues | [1] | $ 63,513 | $ 66,770 | |
Premiums retained by agents | [2],[3] | 52,391 | 54,537 | |
Trade and other receivables (net of allowance for credit losses of $1,812 at March 31, 2024 and $1,802 at December 31, 2023) | 21,897 | $ 24,452 | ||
Affiliated Entity [Member] | Lennar Corporation [Member] | ||||
Revenues | 34,131 | 29,978 | ||
Premiums retained by agents | 27,523 | $ 24,095 | ||
Trade and other receivables (net of allowance for credit losses of $1,812 at March 31, 2024 and $1,802 at December 31, 2023) | $ 3,966 | $ 7,153 | ||
[1]Net premiums written includes revenues from a related party of $34.1 million and $30.0 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11).[2]Premiums retained by agents includes expenses associated with a related party of $27.5 million and $24.1 million during the three months ended March 31, 2024 and 2023, respectively (see Note 11).[3]This expense represents a deduction from the net premiums written for the amounts that are retained by Direct Agents and Third-Party Agents as compensation for their efforts to generate premium income for our Underwriting segment. The impact of premiums retained by our Direct Agents from continuing operations and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation. |
Note 12 - Commitments and Con_2
Note 12 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Escrow Deposit Contingent Liability [Member] | ||
Loss Contingency, Estimate of Possible Loss | $ 8.7 | $ 11 |
Note 13 - Accrued Expenses an_3
Note 13 - Accrued Expenses and Other Liabilities (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 02, 2023 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Number Of Workforce Reduction Plans | 3 | ||||
Contract Termination [Member] | |||||
Restructuring And Related Cost, Accelerated Contract Charges | $ 0 | $ 0 | $ 1,300 | $ 5,200 | |
Restructuring Reserve | 3,500 | ||||
Workforce Reduction Plan [Member] | |||||
Restructuring and Related Cost, Number of Positions Eliminated | 70 | 1,076 | |||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 17% | 52% | |||
Workforce Reduction Plan [Member] | Contract Termination [Member] | |||||
Restructuring and Related Cost, Incurred Cost | $ 0 | $ 800 |
Note 13 - Accrued Expenses an_4
Note 13 - Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Employee benefits | $ 850 | $ 323 |
Contract terminations | 3,460 | 3,460 |
Deferred transaction costs | 3,534 | 0 |
Premium taxes | 1,210 | 2,700 |
Employee compensation | 755 | 3,108 |
Other | 2,263 | 3,109 |
Total accrued expenses and other liabilities | $ 12,072 | $ 12,700 |
Note 14 - Employee Benefit Pl_2
Note 14 - Employee Benefit Plan (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee with Employer Match, Percent | 3.50% | |
Defined Contribution Plan, Cost | $ 0.1 | $ 0.4 |
First Match Tranche [Member] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 1% | |
Second Match Tranche [Member] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5% |
Note 15 - Research and Develo_3
Note 15 - Research and Development - Schedule of Research and Development Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Research and development expenses incurred | $ 1,037 | $ 1,227 |
Capitalized internally developed software costs | 1,485 | 2,659 |
Research and development spend, inclusive of capitalized internally developed software cost | $ 2,522 | $ 3,886 |
Note 16 - Warrant Liabilities (
Note 16 - Warrant Liabilities (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 04, 2021 | Sep. 03, 2021 | Jul. 28, 2021 | Dec. 04, 2020 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 693,333 | |||||
Warrants and Rights Outstanding, Term (Year) | 1 year | |||||
Warrants and Rights Outstanding | $ 29 | $ 26 | ||||
Public Warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 460,000 | 460,000 | 11,500,000 | |||
Class of Warrant or Right, Number of Securities Called by Each Twenty-Five Warrant or Right (in shares) | 1 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 287.5 | |||||
Class Of Warrant Or Right, Fair Market Value Price, Conversion Ratio Maximum (in dollars per share) | $ 0.014 | |||||
Warrants and Rights Outstanding | $ 0 | $ 0 | ||||
Public Warrants [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||
Class Of Warrant Or Right, Stock Price Threshold For Redemption Of Warrants Or Right (in dollars per share) | 450 | |||||
Class Of Warrant Or Right, Redemption Price (in dollars per share) | 0.01 | |||||
Public Warrants [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||
Class Of Warrant Or Right, Stock Price Threshold For Redemption Of Warrants Or Right (in dollars per share) | 250 | |||||
Class Of Warrant Or Right, Redemption Price (in dollars per share) | $ 0.1 | |||||
Private Placement Warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 233,333 | 233,333 | 5,833,333 | |||
Class of Warrant or Right, Number of Securities Called by Each Twenty-Five Warrant or Right (in shares) | 1 | 1 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 287.5 | $ 287.5 | ||||
Warrants and Rights Outstanding | $ 0 | $ 0 |
Note 17 - Leases (Details Textu
Note 17 - Leases (Details Textual) | Mar. 31, 2024 |
Minimum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Month) | 1 month |
Lessee, Operating Lease, Renewal Term (Year) | 1 year |
Sublease Contractual Term (Month) | 5 months |
Sublease Renewal Term (Year) | 0 years |
Maximum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Month) | 4 years |
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Sublease Contractual Term (Month) | 4 years |
Sublease Renewal Term (Year) | 1 year |
Note 17 - Leases - Components o
Note 17 - Leases - Components of Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating lease expense | $ 577 | $ 596 |
Less sublease income | (282) | 0 |
Net lease expense | 295 | 596 |
Operating cash outflow from operating leases during the three months ended March 31, 2024 and 2023 | 907 | 990 |
Right-of-use assets obtained during the three months ended March 31, 2024 and 2023 in exchange for new operating lease liabilities | $ 0 | $ 0 |
Weighted average remaining lease term (years) (Year) | 3 years 4 months 24 days | 4 years 1 month 17 days |
Weighted average discount rate | 10% | 10% |
Note 17 - Leases - Maturities o
Note 17 - Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
2024 | $ 2,425 | |
2025 | 2,579 | |
2026 | 2,420 | |
2027 | 2,093 | |
Total lease payments | 9,517 | |
Less imputed interest | (1,439) | |
Lease liabilities | 8,078 | $ 8,838 |
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | ||
2024 | 1,881 | |
2025 | 2,009 | |
2026 | 1,777 | |
2027 | 620 | |
Total lease payments | 6,287 | |
Less imputed interest | (842) | |
Lease liabilities | $ 5,445 |
Note 17 - Leases - Sublease Pay
Note 17 - Leases - Sublease Payments Receivable (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
2024 | $ 858 |
2025 | 1,035 |
2026 | 1,067 |
2027 | 1,100 |
Total sublease payments | 4,060 |
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | |
2024 | 493 |
2025 | 326 |
2026 | 131 |
2027 | 24 |
Total sublease payments | $ 974 |
Note 18 - Discontinued Operat_3
Note 18 - Discontinued Operations (Details Textual) $ in Millions | Jun. 09, 2023 USD ($) |
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | Local Component [Member] | Title Plant [Member] | |
Disposal Group, Including Discontinued Operation, Consideration | $ 7.6 |
Note 18 - Discontinued Operat_4
Note 18 - Discontinued Operations - Components of Discontinued Operations, Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Total assets | $ 2,062 | $ 2,563 |
Total liabilities | 5,835 | 6,783 |
Local Component [Member] | Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | ||
Trade and other receivables (net of allowance for credit losses of $110 at March 31, 2024 and $110 at December 31, 2023) | 22 | 62 |
Prepaid expenses, deposits and other assets | 107 | 242 |
Lease right-of-use assets | 1,933 | 2,108 |
Fixed assets (net of accumulated depreciation of $0 at March 31, 2024 and $2,028 at December 31, 2023) | 0 | 151 |
Total assets | 2,062 | 2,563 |
Accounts payable | 160 | 306 |
Accrued expenses and other liabilities, discontinued operations | 93 | 238 |
Lease liabilities | 5,445 | 6,107 |
Liability for loss and loss adjustment expenses | 137 | 132 |
Total liabilities | $ 5,835 | $ 6,783 |
Note 18 - Discontinued Operat_5
Note 18 - Discontinued Operations - Components of Discontinued Operations, Assets and Liabilities (Details) (Parentheticals) - Local Component [Member] - Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Allowance for credit losses | $ 110 | $ 110 |
Accumulated depreciation | $ 0 | $ 2,028 |
Note 18 - Discontinued Operat_6
Note 18 - Discontinued Operations - Components of Discontinued Operations, Revenues and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Net loss from discontinued operations | $ (1,077) | $ (10,890) | |
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | |||
Escrow, other title-related fees and other | 319 | 5,634 | |
Investment, dividend and other income | (3) | (78) | |
Total revenues | 316 | 5,556 | |
Operating expenses excluding impairments | 1,393 | 15,218 | |
Goodwill impairment | 0 | 0 | |
Long-lived asset impairment | 0 | 181 | |
Total operating expenses | 1,393 | 15,399 | |
Loss from discontinued operations | (1,077) | (9,843) | |
Interest expense | 0 | (1,018) | |
Gain (loss) on sales of discontinued operations | 0 | 0 | |
Loss from discontinued operations before income taxes | (1,077) | (10,861) | |
Income tax expense | 0 | (29) | |
Net loss from discontinued operations | (1,077) | (10,890) | |
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | Intersegment Eliminations [Member] | |||
Escrow, other title-related fees and other | [1] | (21) | (5,353) |
Investment, dividend and other income | [1] | 0 | 0 |
Total revenues | [1] | (21) | (5,353) |
Operating expenses excluding impairments | [1] | (21) | (5,353) |
Goodwill impairment | [1] | 0 | 0 |
Long-lived asset impairment | [1] | 0 | 0 |
Total operating expenses | [1] | (21) | (5,353) |
Loss from discontinued operations | [1] | 0 | 0 |
Interest expense | [1] | 0 | 0 |
Gain (loss) on sales of discontinued operations | [1] | 0 | 0 |
Loss from discontinued operations before income taxes | [1] | 0 | 0 |
Income tax expense | [1] | 0 | 0 |
Net loss from discontinued operations | [1] | 0 | 0 |
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | Local Component [Member] | |||
Escrow, other title-related fees and other | 340 | 10,987 | |
Investment, dividend and other income | (3) | (78) | |
Total revenues | 337 | 10,909 | |
Operating expenses excluding impairments | 1,414 | 20,571 | |
Goodwill impairment | 0 | 0 | |
Long-lived asset impairment | 0 | 181 | |
Total operating expenses | 1,414 | 20,752 | |
Loss from discontinued operations | (1,077) | (9,843) | |
Gain (loss) on sales of discontinued operations | 0 | 0 | |
Loss from discontinued operations before income taxes | (1,077) | (10,861) | |
Income tax expense | 0 | (29) | |
Net loss from discontinued operations | (1,077) | (10,890) | |
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | Local Component [Member] | Discontinued Operations [Member] | |||
Interest expense | $ 0 | $ (1,018) | |
[1]Prior to the Local Sales, the Company’s consolidated statements of operations included premiums retained by Local Component Direct Agents as revenue for the Local Component and a corresponding deduction from the net premiums written for the Underwriting segment, which were presented in the Company’s segment reporting disclosures. As such, these transactions are eliminated for purposes of this disclosure as they will not continue in periods subsequent to the Local Sales. |
Note 18 - Discontinued Operat_7
Note 18 - Discontinued Operations - Components of Cash Flow (Details) - Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Impairment charges | $ 0 | $ 181 |
Depreciation and amortization of discontinued operations | 13 | 213 |
Cash consideration | $ 0 | $ 194,000 |
Note 19 - Subsequent Events (De
Note 19 - Subsequent Events (Details Textual) - USD ($) $ in Millions | Apr. 30, 2024 | Mar. 28, 2024 | Apr. 26, 2024 |
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] | Secured Overnight Financing Rate (SOFR) [Member] | |
Topco Commitment Letter [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25 | ||
Debt Instrument, Interest Rate Floor | 1% | ||
Debt Instrument, Basis Spread on Variable Rate | 9% | ||
Line of Credit Facility, Commitment Fee Percentage | 5% | ||
Debt Instrument, Upfront Fee | 3% | ||
Topco Commitment Letter [Member] | Minimum [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5 | ||
Subsequent Event [Member] | Dividend Declared [Member] | |||
Dividends Payable | $ 17.5 | ||
Subsequent Event [Member] | Topco Commitment Letter [Member] | Senior Term Facility [Member] | |||
Debt Instrument, Face Amount | $ 22.5 | ||
Debt Instrument, Interest Rate Floor | 1% | ||
Debt Instrument, Basis Spread on Variable Rate | 9% | ||
Line of Credit Facility, Commitment Fee Percentage | 5% | ||
Debt Instrument, Upfront Fee | 3% | ||
Debt Instrument, Upfront Fee, Terminated Within 30 Days | 2% | ||
Subsequent Event [Member] | Topco Commitment Letter [Member] | Senior Term Facility [Member] | Minimum [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5 | ||
Subsequent Event [Member] | Topco Commitment Letter [Member] | Senior Term Facility [Member] | Tranche [Member] | |||
Debt Instrument, Face Amount | 12.5 | ||
Subsequent Event [Member] | Topco Commitment Letter [Member] | Senior Term Facility [Member] | Commitment Letter Single Draw [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10 |