Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Porch Group, Inc. |
Entity Central Index Key | 0001784535 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Type | POS AM |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||||
Cash and cash equivalents | $ 222,948 | $ 196,046 | $ 4,179 | ||
Accounts receivable, net | 9,629 | 4,268 | 4,710 | ||
Prepaid expenses and other current assets | 7,869 | 4,080 | 1,285 | ||
Restricted cash | 10,435 | 11,407 | |||
Total current assets | 250,881 | 215,801 | 10,174 | ||
Property, equipment, and software, net | 5,328 | 4,593 | 6,658 | ||
Goodwill | 50,120 | 28,289 | 18,274 | $ 21,305 | |
Intangible assets, net | 22,715 | 15,961 | 9,832 | ||
Restricted cash, non-current | 3,000 | ||||
Long-term insurance commissions receivable | 4,748 | 3,365 | |||
Other assets | 444 | 378 | 530 | ||
Total assets | 334,236 | 268,387 | 48,468 | ||
Current liabilities | |||||
Accounts payable | 6,384 | 9,203 | 4,806 | ||
Accrued expenses and other current liabilities | 15,268 | 9,905 | 17,071 | ||
Accrued acquisition compensation | 8,624 | ||||
Deferred revenue | 4,346 | 5,208 | 3,333 | ||
Refundable customer deposit | 2,026 | 2,664 | 3,167 | ||
Current portion of long-term debt | 7,480 | 4,746 | 20,461 | ||
Total current liabilities | 35,504 | 31,726 | 57,462 | ||
Long-term debt | 42,624 | 43,237 | 40,659 | ||
Refundable customer deposit, non-current | 396 | 529 | 3,107 | ||
Earnout liability, at fair value | 43,193 | 50,238 | |||
Private warrant liability, at fair value | 47,444 | 31,534 | |||
Other liabilities (includes $2,869 and $3,549 at fair value, respectively) | 3,068 | 3,798 | 7,219 | ||
Total liabilities | 172,229 | 161,062 | 108,447 | ||
Commitments and contingencies (Note 10) | |||||
Stockholders' equity | |||||
Common stock, $0.0001 par value: Authorized shares - 400,000,000 and 400,000,000 Issued and outstanding shares - 91,455,732 and 81,669,151 | 9 | 8 | 3 | ||
Additional paid-in capital | 544,605 | 424,823 | 203,492 | ||
Accumulated deficit | (382,607) | (317,506) | (263,474) | ||
Total stockholders' equity | 162,007 | 107,325 | $ (67,623) | (59,979) | $ (149,842) |
Total liabilities and stockholders' equity | $ 334,236 | $ 268,387 | $ 48,468 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 30, 2020 | Jul. 29, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | |||||
Long term debt at fair value | $ 0 | $ 11,659 | |||
Other liabilities | $ 2,869 | $ 3,549 | $ 6,784 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 52,575,160 | ||
Common stock, shares issued | 91,455,732 | 81,669,151 | 21,562,100 | 34,197,822 | |
Common stock, shares outstanding | 91,455,732 | 81,669,151 | 21,562,100 | 34,197,822 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Condensed Consolidated Statements of Operations | |
Revenue | $ 26,742 |
Operating expenses: | |
Cost of revenue | 5,930 |
Selling and marketing | 14,638 |
Product and technology | 11,789 |
General and administrative | 24,016 |
Total operating expenses | 56,373 |
Operating loss | (29,631) |
Other income (expense): | |
Interest expense | (1,223) |
Change in fair value of earnout liability | (18,770) |
Change in fair value of private warrant liability | (15,910) |
Other income (expense), net | 83 |
Total other income (expense) | (35,820) |
Loss before income taxes | (65,451) |
Income tax (benefit) expense | (350) |
Net loss | $ (65,101) |
Net loss attributable per share to common stockholders: | |
Basic (in dollars per share) | $ / shares | $ (0.76) |
Diluted (in dollars per share) | $ / shares | $ (0.76) |
Weighted-average shares used in computing net loss attributable per share to common stockholders: | |
Basic (in shares) | shares | 85,331,575 |
Diluted (in shares) | shares | 85,331,575 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock based compensation expense | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 |
Cost of revenue | ||||
Stock based compensation expense | 1 | 2 | 9 | |
Selling and marketing | ||||
Stock based compensation expense | 2,082 | 50 | 1,901 | 477 |
Product and technology | ||||
Stock based compensation expense | 2,317 | 399 | 5,248 | 747 |
General and administrative | ||||
Stock based compensation expense | $ 12,435 | $ 223 | $ 4,145 | $ 34,739 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (65,101) | $ (18,367) |
Other comprehensive income: | ||
Change in fair value of convertible promissory notes due to own credit | 3,856 | |
Comprehensive loss | $ (65,101) | $ (14,511) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common StockRedeemable Convertible Preferred Stock | Common StockSeries B and Series C Redeemable Convertible Preferred Stock | Common StockSeries C Redeemable Convertible Preferred Stock | Common StockCommon stock warrants | Common StockAdjusted balance | Common Stock | Additional Paid-in CapitalRedeemable Convertible Preferred Stock | Additional Paid-in CapitalSeries B and Series C Redeemable Convertible Preferred Stock | Additional Paid-in CapitalSeries C Redeemable Convertible Preferred Stock | Additional Paid-in CapitalAdjusted balance | Additional Paid-in Capital | Accumulated DeficitAdjusted balance | Accumulated DeficitCumulative effect | Accumulated Deficit | Accumulated Other Comprehensive Income | Redeemable Convertible Preferred Stock | Series B and Series C Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock | Common stock warrants | Redeemable convertible preferred stock warrants | Adjusted balance | Cumulative effect | Total |
Beginning Balance at Dec. 31, 2018 | $ 205 | $ 10,615 | $ (160,662) | $ (149,842) | |||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 20,475,883 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Retroactive application of recapitalization | $ (202) | 119,202 | 119,000 | ||||||||||||||||||||
Retroactive application of recapitalization (in shares) | 8,937,724 | ||||||||||||||||||||||
Net loss | (103,319) | (103,319) | |||||||||||||||||||||
Stock-based compensation | 35,972 | 35,972 | |||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock | $ 37,274 | $ 37,274 | |||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock (in shares) | 3,944,897 | ||||||||||||||||||||||
Shares repurchased | (42) | (42) | |||||||||||||||||||||
Shares repurchased (in shares) | (23,488) | ||||||||||||||||||||||
Vesting of restricted stock awards issued for acquisitions (in shares) | 516,539 | ||||||||||||||||||||||
Adjustment to purchase price consideration | (290) | (290) | |||||||||||||||||||||
Issuance of common stock warrants | 168 | 168 | |||||||||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock warrants | 4 | 4 | |||||||||||||||||||||
Issuance of common stock for acquisitions | 479 | 479 | |||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 271,287 | ||||||||||||||||||||||
Exercise of stock options | 110 | 110 | |||||||||||||||||||||
Exercise of stock options (in shares) | 74,980 | ||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | $ 3 | $ 3 | $ 129,817 | 203,492 | $ (160,662) | $ 507 | (263,474) | $ (30,842) | $ 507 | (59,979) | |||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 29,413,607 | 34,197,822 | |||||||||||||||||||||
Beginning Balance at Dec. 31, 2018 | $ 119,000 | ||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 42,104,419 | ||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||
Retroactive application of recapitalization | $ 119,000 | ||||||||||||||||||||||
Retroactive application of recapitalization (in shares) | 42,104,419 | ||||||||||||||||||||||
Net loss | (18,367) | (18,367) | |||||||||||||||||||||
Other comprehensive income | $ 3,856 | 3,856 | |||||||||||||||||||||
Stock-based compensation | 672 | 672 | |||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock | $ 4,714 | $ 4,714 | |||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock (in shares) | 1,430,166 | ||||||||||||||||||||||
Conversion of convertible notes to Series C redeemable convertible preferred stock | 1,436 | 1,436 | |||||||||||||||||||||
Conversion of convertible notes to Series C redeemable convertible preferred stock (in shares) | 423,088 | ||||||||||||||||||||||
Vesting of restricted stock awards issued for acquisitions (in shares) | 1,005,068 | ||||||||||||||||||||||
Issuance of common stock warrants | 44 | 44 | |||||||||||||||||||||
Exercise of stock options | 1 | 1 | |||||||||||||||||||||
Exercise of stock options (in shares) | 17,900 | ||||||||||||||||||||||
Ending Balance at Mar. 31, 2020 | $ 3 | 210,359 | (281,841) | $ 3,856 | (67,623) | ||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 37,074,044 | ||||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | $ 3 | $ 3 | $ 129,817 | 203,492 | $ (160,662) | $ 507 | (263,474) | $ (30,842) | $ 507 | (59,979) | |||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 29,413,607 | 34,197,822 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net loss | (54,032) | (54,032) | |||||||||||||||||||||
Stock-based compensation | 10,660 | 10,660 | |||||||||||||||||||||
Stock-based compensation - earnout | 636 | 636 | |||||||||||||||||||||
Stock-based compensation - earnout (in shares) | 1,976,332 | ||||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock | $ 4,836 | $ 4,836 | |||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock (in shares) | 682,539 | ||||||||||||||||||||||
Conversion of convertible notes to Series C redeemable convertible preferred stock | $ 11,029 | $ 1,436 | $ 11,029 | $ 1,436 | |||||||||||||||||||
Conversion of convertible notes to Series C redeemable convertible preferred stock (in shares) | 702,791 | 198,750,000 | 1,705,266 | 1,705,266 | 702,791 | ||||||||||||||||||
Shares repurchased | $ (480) | $ (480) | |||||||||||||||||||||
Shares repurchased (in shares) | (75,162) | ||||||||||||||||||||||
Vesting of restricted stock awards issued for acquisitions (in shares) | 472,141 | ||||||||||||||||||||||
Issuance of common stock warrants | 44 | 44 | |||||||||||||||||||||
Net share settlement of common stock options and restricted stock units | 1,189,911 | ||||||||||||||||||||||
Shareholder contribution | 17,584 | 17,584 | |||||||||||||||||||||
Inducement to convert preferred stock | (17,284) | (17,284) | |||||||||||||||||||||
Impacts of recognition of contingent beneficial conversion feature | (5,208) | (5,208) | |||||||||||||||||||||
Recapitalization and PIPE financing | $ 5 | 239,722 | 239,727 | ||||||||||||||||||||
Recapitalization and PIPE financing (in shares) | 35,304,052 | ||||||||||||||||||||||
Tax impacts of recapitalization | 187 | 187 | |||||||||||||||||||||
Issuance of common stock for acquisitions | 6,898 | 6,898 | |||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 785,330 | ||||||||||||||||||||||
Earnout liability (in shares) | 4,023,668 | ||||||||||||||||||||||
Exercise of stock options | 1,029 | $ 1,029 | |||||||||||||||||||||
Exercise of stock options (in shares) | 505,711 | 439,754 | |||||||||||||||||||||
Cancellation of redeemable convertible preferred stock repurchase liability | 480 | $ 480 | |||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | $ 8 | 424,823 | (317,506) | 107,325 | |||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 81,669,151 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net loss | (65,101) | (65,101) | |||||||||||||||||||||
Stock-based compensation | 4,462 | 4,462 | |||||||||||||||||||||
Stock-based compensation - earnout | 12,373 | 12,373 | |||||||||||||||||||||
Issuance of common stock for acquisitions | 1,169 | 1,169 | |||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 90,000 | ||||||||||||||||||||||
Reclassification of earnout liability upon vesting | 25,815 | 25,815 | |||||||||||||||||||||
Vesting of restricted stock units (in shares) | 2,078,102 | ||||||||||||||||||||||
Exercise of stock warrants | $ 1 | 93,007 | 93,008 | ||||||||||||||||||||
Exercise of stock warrants (in shares) | 8,087,623 | ||||||||||||||||||||||
Exercise of stock options | 355 | 355 | |||||||||||||||||||||
Exercise of stock options (in shares) | 593,106 | ||||||||||||||||||||||
Income tax withholdings | (16,997) | (16,997) | |||||||||||||||||||||
Income tax withholdings (in shares) | (1,062,250) | ||||||||||||||||||||||
Transaction costs | (402) | (402) | |||||||||||||||||||||
Ending Balance at Mar. 31, 2021 | $ 9 | $ 544,605 | $ (382,607) | $ 162,007 | |||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 91,455,732 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (65,101) | $ (18,367) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 2,463 | 1,789 |
Loss on sale and impairment of long-lived assets | 68 | 167 |
Loss (gain) on extinguishment of debt | 247 | |
Loss on remeasurement of debt | 454 | |
Loss on remeasurement of warrants | 15,910 | 1,079 |
Loss (gain) on remeasurement of contingent consideration | (355) | (80) |
Loss on remeasurement of earnout liability | 18,770 | |
Stock-based compensation | 16,835 | 672 |
Interest expense (non-cash) | 311 | 1,089 |
Other | (225) | |
Change in operating assets and liabilities, net of acquisitions and divestitures | ||
Accounts receivable | (846) | 559 |
Prepaid expenses and other current assets | 441 | 281 |
Long-term insurance commissions receivable | (1,383) | (174) |
Accounts payable | (8,090) | 1,414 |
Accrued expenses and other current liabilities | 2,625 | 1,651 |
Deferred revenue | (1,362) | 136 |
Refundable customer deposits | (837) | (880) |
Contingent consideration - business combination | (1,663) | |
Other | (496) | 158 |
Net cash used in operating activities | (22,935) | (9,638) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (34) | (84) |
Capitalized internal use software development costs | (798) | (890) |
Acquisitions, net of cash acquired | (22,882) | |
Net cash used in investing activities | (23,714) | (974) |
Cash flows from financing activities: | ||
Proceeds from debt issuance, net of fees | 1,940 | |
Repayments of principal and related fees | (150) | (401) |
Proceeds from issuance of redeemable convertible preferred stock, net of fees | 4,714 | |
Proceeds from exercises of warrants | 89,771 | |
Proceeds from exercises of stock options | 355 | 1 |
Income tax withholdings paid upon vesting of restricted stock units | (16,997) | |
Settlement of contingent consideration related to a business combination | (400) | |
Net cash provided by financing activities | 72,579 | 6,254 |
Change in cash, cash equivalents, and restricted cash | 25,930 | (4,358) |
Cash, cash equivalents, and restricted cash, beginning of period | 207,453 | 7,179 |
Cash, cash equivalents, and restricted cash end of period | 233,383 | 2,821 |
Supplemental disclosures | ||
Conversion of debt to redeemable convertible preferred stock (non-cash) | 1,436 | |
Cash paid for interest | 903 | 1,770 |
Proceeds receivable from exercises of warrants | 3,237 | |
Reduction of earnout liability due to a vesting event | 25,815 | |
Non-cash consideration for acquisitions | 2,906 | |
As Filed | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||
Other | 167 | |
Cash flows from financing activities: | ||
Cash, cash equivalents, and restricted cash, beginning of period | $ 207,453 | $ 7,179 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Description of Business Porch Group, Inc. (“Porch Group”, “Porch” or the “Company”) is a vertical software platform for the home, providing software and services to home services companies, such as home inspectors, insurance carriers, moving companies, utility companies, warranty companies, and others. Porch helps these service providers grow their business and improve their customer experience. In exchange for the use of the software, these companies connect their homebuyers to Porch, who in turn offer services to make the moving process easier, helping consumers save time and make better decisions about critical services, including insurance, moving, security, TV/internet, home repair and improvement, and more. While some customers pay Porch typical software-as-a-service (“SaaS”) fees, the majority of Porch’s revenue comes from business-to-business-to-consumer (“B2B2C”) transaction revenues, with service providers such as insurance carriers or TV/internet companies paying Porch for new customer sign-ups. The Merger On July 30, 2020, Porch.com, Inc. (“Legacy Porch”) entered into a definitive agreement (as amended, the “Merger Agreement”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, whereby the parties agreed to merge, resulting in the parent of Porch.com, Inc. becoming a publicly-listed company under the name Porch Group, Inc. (“Porch”). This merger (the “Merger”) closed on December 23, 2020, and consisted of the following transactions: · Holders of 400 shares of PTAC Class A Common Stock exercised their redemption right to redeem those shares at a redemption price of $10.04. The shares were subsequently canceled by PTAC. The aggregate redemption price was paid from PTAC’s trust account, which had a balance immediately prior to the Merger closing of approximately $173.1 million. After redemptions, 17,249,600 shares of PTAC Class A Stock remained outstanding. Upon consummation of the Merger, 4,312,500 PTAC Class B Common Stock converted into shares of PTAC Class A Common Stock on a one-for-one basis. 14,325,000 common stock warrants remained outstanding as a result of the Merger. Of the outstanding warrants, 5,700,000 are private warrants and 8,625,000 are public warrants. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025, which is the fifth anniversary of the Merger closing. · Immediately prior to the Merger, (including as a result of the conversions described above and certain redemption of PTAC common stock immediately prior to the closing), there were 21,562,100 shares of PTAC Class A Common Stock issued and outstanding, which excludes the additional shares issued to Legacy Porch holders, and issuance of new shares to third-party investors, as further described below. · Immediately prior the Merger, 52,207,029 shares of Legacy Porch preferred stock were converted into 52,251,876 shares of Legacy Porch common stock. 4,472,695 outstanding in-the-money warrants to purchase common stock, 2,316,280 outstanding in-the-money warrants to purchase preferred stock, and 184,652 out-of-the-money warrants to purchase preferred stock were canceled, pursuant to the terms of warrant cancellation agreements, resulting in the issuance of 5,126,128 shares of Legacy Porch common stock. 2,533,016 shares of Legacy Porch common stock were issued to extinguish 3,116,003 vested stock options and restricted stock units (“RSU”) of non-employee or non-service provider holders. · Immediately prior to the Merger, certain third-party investors (“PIPE Investors”), purchased 15,000,000 newly-issued shares of Porch Group, Inc. common stock at a price of $10.00 per share in exchange for cash. Net proceeds from the additional offering were $141.8 million after the deduction of $8.2 million of direct offering costs. · PTAC issued 36,264,984 shares of PTAC Class A Common Stock and $30 million in exchange for all 83,559,663 vested and outstanding shares of Legacy Porch common stock to complete the Merger. In addition, 5,000,000 “earnout” shares were issued to pre-closing holders of Legacy Porch common stock, employee or service provider holders of unvested Legacy Porch option and restricted stockholders, subject to vesting conditions. 1,000,000 restricted shares subject to the same were issued to the Chief Executive Officer of the Company subject to the same vesting condition as the “earnout” shares. An additional 150,000 shares were provided to service providers in exchange for services related to the transaction. · In connection with the Merger, PTAC changed its name to Porch Group, Inc. as a corporation formed under the laws of the State of Delaware named Porch Group, Inc. · The aggregate proceeds from the PTAC trust account, net proceeds from the sale of the newly-issued common stock to PIPE investors described above, and PTAC net working capital amount of $0.6 million were used to settle i) PTAC’s deferred offering costs of $6.0 million from its original public offering, and ii) $4.3 million of PTAC liabilities incurred prior to the Merger. After the transactions noted above, $305.1 million was available for use by the Company, prior to a $30 million distribution to pre-closing holders of Legacy Porch common stock, resulting in net assets available of $275.1 million. · In connection with the Merger, Porch incurred $30.8 million of transaction costs of which, $5.6 million were paid in cash. In addition, Porch issued 1,580,000 shares of common stock at a fair value of $23.3 million and 150,000 earnout shares at a fair value of $1.9 million as compensation for transaction services. Of the total amount, $27.0 million met the eligibility criteria to be charged against equity because the costs were incurred pursuant to an issuance of equity as part of the recapitalization. $3.8 million were recognized as expenses, as the costs were deemed related to the issuance private warrants and earnout shares which are liability classified financial instruments. · As a result of the foregoing transactions, $239.7 million was reflected as contributed capital on the Company’s consolidated statements of stockholders’ equity (deficit). Presented separately, the Company also assumed a $50.4 million non-cash liability associated with the earnout shares, and a $34.0 million liability associated with the private warrants, both described above. · At the closing of the Merger, pre-closing holders of Legacy Porch common stock held approximately 55% of the issued and outstanding common stock shares of Porch. Accordingly, the Merger transactions were treated as the equivalent of Porch.com, Inc. issuing stock for the net assets of PTAC. Consistent with Securities and Exchange Commission (“SEC”) Topic 12, Reverse Acquisitions and Reverse Recapitalizations , the acquisition of a private operating company by a non-operating public shell corporation typically results in the owners and management of the private company having actual or effective voting control and operating control of the combined company. Therefore, the transaction is, in substance, a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization (“Recapitalization”). The accounting is similar to that of a reverse acquisition, except that no goodwill or other intangible assets should be recorded. Therefore, the net assets of PTAC as of December 23, 2020, were stated at historical cost, and no goodwill or other intangible assets were recorded. COVID‑19 Update In March 2020, the World Health Organization declared a pandemic related to the global novel coronavirus disease 2019 (“COVID-19”) outbreak. The COVID-19 pandemic and the measures adopted by government entities in response to it have adversely affected Porch’s business operations, which impacted revenue primarily in the first half of 2020. The impact of the COVID-19 pandemic and related mitigation on Porch’s ability to conduct ordinary course business activities has been and may continue to be impaired for an indefinite period of time. The extent of the continuing impact of the COVID-19 pandemic on Porch’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on the Company’s customers, suppliers, and employees, all of which is uncertain at this time. Porch expects the COVID-19 pandemic to adversely impact future revenues and results of operations, but Porch is unable to predict at this time the size and duration of such adverse impact. At the same time, Porch is observing a recovery in home sales to pre-COVID-19 levels in the second half of 2020 and in the first quarter of 2021, and with them, home inspections and related services. Unaudited Interim Financial Statements The accompanying unaudited condensed interim consolidated financial statements include the accounts of Porch and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC. In this Quarterly Report, Porch Group, Inc. is referred to as “Porch,” the “Company,” “we,” “us” or “our.” The information as of December 31, 2020 included in the unaudited condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. These unaudited condensed consolidated financial statements included in this Quarterly Report were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are considered of a normal recurring nature) considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods and dates presented. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the footnotes and management’s discussion and analysis of the audited consolidated financial statements included in Item 8 of the 2020 Annual Report on Form 10-K/A filed with the SEC on May 19, 2021. Comprehensive Income Comprehensive income (loss) consists of adjustments related to the effect of the Company’s own credit components on the fair value of certain convertible promissory notes at fair value in accordance with the fair value option (“FVO Notes”). Each reporting period, the fair value of the FVO Notes is determined and resulting gains and losses from the change in fair value of the FVO Notes associated with the Company’s own credit component is recognized in accumulated other comprehensive income (“AOCI”), while the resulting gains and losses associated with non-credit components are included in the unaudited condensed consolidated statements of operations. The FVO Notes were extinguished during 2020. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. These estimates and assumptions include, but are not limited to, estimated variable consideration for services performed, the allowance for doubtful accounts, depreciable lives for property and equipment, acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, and estimates of fair value of warrants, debt, contingent consideration, earnout liability and private warrant liability. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Investments in equity of unconsolidated affiliates, over which the Company has significant influence, but not control, over the financial and operating policies, are accounted for primarily using the equity method. For investments accounted for under the equity method of accounting, the Company’s share of income (losses) is included in other expense, net in the unaudited condensed consolidated statements of operations. These investments are immaterial to the Company’s unaudited condensed consolidated financial statements. Segment Reporting The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. All the Company’s revenue is generated in the United States. As of March 31, 2021 and December 31, 2020, the Company did not have assets located outside of the United States. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash as of March 31, 2021 and December 31, 2020 includes $10,435 and $8,407, respectively, related to the Paycheck Protection Program Loans held in escrow with a commercial bank (see Note 6). As of December 31, 2020, the restricted cash balance also includes a $3,000 minimum cash balance required by the Company’s senior secured lender. The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: March 31, 2021 December 31, 2020 Cash and cash equivalents $ 222,948 $ 196,046 Restricted cash - current 10,435 11,407 Cash, cash equivalents and restricted cash $ 233,383 $ 207,453 Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable consist principally of amounts due from enterprise customers and other corporate partnerships, as well as credit card receivables. The Company estimates allowances for uncollectible receivables based on the credit worthiness of its customers, historical trend analysis, and general economic conditions. Consequently, an adverse change in those factors could affect the Company’s estimate of allowance for doubtful accounts. The allowance for uncollectible receivables at March 31, 2021 and December 31, 2020, was $242 and $249, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. Fair Value of Financial Instruments The Company’s assets and liabilities which require fair value measurement on a recurring basis, consist of contingent consideration, redeemable convertible preferred stock warrants and convertible notes recorded at fair value. Fair value principles require disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows: Level 1 Level 2 Level 3 The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Earnout Shares Upon the Merger, 6,000,000 restricted common shares, subject to vesting and cancellation provisions, were issued to holders of pre-Merger Porch common stock (the “earnout shares”). The earnout shares were issued in three equal tranches with separate market vesting conditions. One - third of the earnout shares will meet the market vesting condition when the closing price of the Company’s common stock is greater than or equal to $18.00 over any 20 trading days within any thirty-consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. The earnout shares may be contingently canceled, depending on the outcome of the Company’s application for forgiveness of the U.S. Small Business Administration loan under the Paycheck Protection Program. Additional earnout shares may also be issued earnout shareholders, on a pro rata basis, depending on forfeitures of employee earnout shares that are subject to a continued service vesting condition (see Note 8). The earnout shares are accounted for as a derivative financial instrument that is classified as a liability and periodically measured at fair value, with changes in fair value recognized through earnings. Note 3 details the beginning and ending balances of the earnout share liability, and activity recognized during the period. Revenue from Contracts with Customers The Company primarily generates revenue from (1) fees received for connecting homeowners to customers in the Company’s referral network, which consist of individual contractors, small businesses, insurance carriers and large enterprises (2) fees received for providing home project and moving services directly to homeowners, and (3) fees received for providing subscription access to the Company’s software platforms and subscription services across various industries. Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods . The Company determines revenue recognition through the following five-step framework: · Identification of the contract, or contracts, with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company identifies performance obligations in its contracts with customers, which primarily include delivery of homeowner leads ( Referral Network Revenue ), performance of home project and moving services ( Managed Services Revenue), and providing access to the Company’s software platforms and subscription services ( Software and Service Subscription Revenue ). The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied. In certain transactions the transaction price is considered variable and an estimate of the constrained transaction price is recorded by the Company. Changes in variable consideration may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented . Contract payment terms vary from due upon receipt to net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date . Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Referral Network Revenue In the Referral Network Revenue stream, the Company connects third-party service providers (“Service Providers”) with homeowners that meet pre-defined criteria and may be looking for relevant services. Service Providers include a variety of service providers throughout a homeowner’s lifecycle, including plumbers, electricians, roofers, as well as movers, TV/Internet, warranty, insurance carriers, and security monitoring providers. The Company also sells home and auto insurance policies for insurance carriers. Revenue is recognized at a point in time upon delivery of a lead to the Service Provider, at which point the Company’s performance obligation has been satisfied. The transaction price is generally either a fixed price per qualifying lead or based on a percentage of the revenue the Service Provider ultimately generates through the homeowner lead. For arrangements in which the amount the Company is entitled to is based on the amount of revenue the Service Provider generates from the homeowner, the transaction price is considered variable and an estimate of the constrained transaction price is recorded by the Company upon delivery of the lead. Service Providers generally have the option to pay as they receive leads or on a subscription basis, in which a specified amount is deposited into the Company’s referral platform monthly and any relevant leads are applied against the deposited amount. Certain Service Providers also have the option to pay an additional fixed fee for added member benefits, including profile distinction and rewards. Such subscriptions automatically renew each month unless canceled by the customer in advance of the renewal period in accordance with the customer termination provisions. Amounts received in advance of delivery of leads to the Service Provider is recorded as deferred revenue. Certain Service Providers have the right to return leads in limited instances. An estimate of returns is included as a reduction of revenue based on historical experience or specific identification depending on the contractual terms of the arrangement. Estimated returns are not material in any period presented. In January 2020, the Company, through its wholly-owned subsidiary and licensed insurance agency, Elite Insurance Group (“EIG”), began selling homeowner and auto insurance policies for insurance carriers. The transaction price in these arrangements is the estimated lifetime value (“LTV”) of the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions. The Company constrains the transaction price based on its best estimate of the amount which will not result in a significant reversal of revenue in a future period. After a policy is sold to an insurance carrier, the Company has no additional or ongoing obligation to the policyholder or insurance carrier. The Company estimates LTV of policies sold by using a portfolio approach by policy type and the effective month of the relevant policy. LTV is estimated by evaluating various factors, including commission rates for specific carriers and estimated average plan duration based on insurance carrier and market data related to policy renewals for similar insurance policies. On a quarterly basis, management reviews and monitors changes in the data used to estimate LTV as well as the cash received for each policy type compared to original estimates. The Company analyzes these fluctuations and, to the extent it identifies changes in estimates of the cash commission collections that it believes are indicative of an increase or decrease to prior period LTVs, the Company will adjust LTV for the affected policies at the time such determination is made. Changes in LTV may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented. Managed Services Revenue Managed services revenue includes fees earned from homeowners for providing a variety of services directly to the homeowner, including handyman, plumbing, electrical, appliance repair, and moving services. The Company generally invoices for managed services projects on a fixed fee or time and materials basis. The transaction price represents the contractually agreed upon price with the end customer for providing the respective service. Revenue is recognized as services are performed based on an output measure of progress, which is generally over a short duration (e.g., same day). Fees earned for providing managed services projects are non-refundable and there is generally no right of return. The Company acts as the principal in managed services revenue as the Company is primarily responsible to the end customer for providing the service, has a level of discretion in establishing pricing, and controls the service prior to providing it to the end customer. This control is evidenced by the ability to identify, select, and direct the service provider that provides the ultimate service to end customers. Software and Service Subscription Revenue The Company’s subscription arrangements, which primarily relates to subscriptions to the Company’s home inspector software, do not provide the customer with the right to take possession of the software supporting the cloud-based application services. The Company also provides certain data analytics and marketing services under subscription contracts. The Company’s standard subscription contracts are monthly contracts in which pricing is based on a specified price per inspection completed through the software. Fees earned for providing access to the subscription software and services are non-refundable and there is no right of return. Revenue is recognized based on the amount which the Company is entitled to for providing access to the subscription software and services during the monthly contract term. Income Taxes Provisions for income taxes for the three months ended March 31, 2021 and 2020 were $350 benefit and $21 expense, respectively, and the effective tax rates for these periods were 0.53% and -0.11%, respectively. The difference between the Company’s effective tax rates for the 2021 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred assets and the impact of acquisitions on the Company’s valuation allowance. The difference between the Company’s effective tax rates for the 2020 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred tax assets. Other income (expense), net The following table details the components of other income (expense), net on the unaudited condensed consolidated statements of operations: 2021 2020 Loss on remeasurement of debt (Note 3) — (454) Loss on remeasurement of legacy preferred stock warrant liability — (1,079) Loss on extinguishment of debt, net — (247) Other, net 83 (94) $ 83 $ (1,874) Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any new or revised accounting standards during the period in which it remains an emerging growth company. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Additionally, the FASB issued ASU No. 2019‑04, Codification Improvements to Topic 326 in April 2019 and ASU 2019‑05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU No. 2019‑10, which defers the effective date of ASU No. 2016‑13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact of the adoption of ASU No. 2016‑13 on the consolidated balance sheets, statements of operations, and statements of cash flows. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) . The new standard is effective for non-public companies for reporting periods beginning after December 15, 2021 and early adoption is permitted. The comprehensive new standard will amend and supersede existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact that adoption will have on the consolidated balance sheets, statements of operations, and statements of cash flows and expects that the adoption of the ASU will increase assets and liabilities related to the Company’s operating leases on the consolidated balance sheets. The Company estimates that the adoption of Topic 842 in 2021 would increase the Company’s total assets reflecting right of use asset of approximately $2.5 million and total liabilities refle |
Revenue
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Revenue | 2. Revenue Disaggregation of Revenue Total revenues consisted of the following: Three months ended March 31, 2021 2020 Referral network revenue $ 11,024 $ 9,128 Managed services revenue 4,644 4,135 Software and service subscription revenue 11,074 1,811 Total revenue $ 26,742 $ 15,074 Management also evaluates revenue based upon when the Company’s customers avail themselves of the Company’s software, solutions or services. The first category, moving services relates to services that are typically provided to customers in connection with a home purchases and/or homeowner/renter moves. This includes revenue from insurance, moving, security systems and TV/internet services. The second category, post-move services, relates to services that are typically provided to customers post-move, such as home maintenance projects, repairs, remodeling and other services from professional contractors or service providers. Moving services represented 82 percent and 51 percent of total revenue in the three months ending March 31, 2021 and 2020, respectively. Post-move services represented 18 percent and 49 percent of total revenue the three months ending March 31, 2021 and 2020, respectively. Revenue from Divested Businesses Total revenue reported includes revenue from divested businesses of $0 and $2,540 in three months ending March 31, 2021 and 2020, respectively. Disclosures Related to Contracts with Customers Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent a contract exists, as defined by ASC 606, these liabilities are classified as deferred revenue. To the extent that a contract does not exist, as defined by ASC 606, these liabilities are classified as refundable customer deposits. Contract Assets - Long-term Insurance Commissions Receivable A summary of the activity impacting the contract assets during the year ended December 31, 2020 is presented below: Contract Assets Balance at December 31, 2020 $ 3,529 Estimated lifetime value of insurance policies sold by carriers 1,805 Cash receipts (435) Balance at March 31, 2021 $ 4,899 As of March 31, 2021, $151 of contract assets are expected to be collected within the next 12 months and therefore are included in current accounts receivable on the consolidated balance sheets. The remaining $4,748 of contract assets are expected to be collected in the following periods and are included in long-term insurance commissions receivable on the consolidated balance sheets. Contract Liabilities — Refundable Customer Deposits In September 2019, the Company entered into a Lead Buyer Agreement with a customer (“Buyer”) that provides residential security systems. Under the Lead Buyer Agreement, the Buyer pays the Company a referral fee for leads resulting in completed installations of certain residential security systems. At inception of this agreement, the Buyer made a prepayment of $7,000, which is to be credited over the term from October 2019 to September 2022, from earned referral fees for leads provided by the Company. This prepayment represents a contract liability since it is an advanced deposit for services the Company has yet to provide. A summary of the activity impacting the contract liabilities during the three months ended March 31, 2021 is presented below: Contract Liabilities Balance at December 31, 2020 $ 3,193 Additions to contract liabilities — Additions to contract liabilities – significant financing component interest 66 Contract liabilities transferred to revenue (837) Balance at March 31, 2021 $ 2,422 As of March 31, 2021, $2,026 of contract liabilities are expected to be transferred to revenue within the next 12 months and therefore are included in current refundable customer deposits on the unaudited condensed consolidated balance sheets. The remaining $396 of contract liabilities are expected to be transferred to revenue over the remaining term of the contract and are included in refundable customer deposits, non-current on the unaudited condensed consolidated balance sheets. Deferred Revenue A summary of the activity impacting deferred revenue balances during the three months ended March 31, 2021 is presented below: Deferred Revenue Balance at December 31, 2020 $ 5,208 Revenue recognized (1,769) Additional amounts deferred 407 Impact of acquisitions 500 Balance at March 31, 2021 $ 4,346 Remaining Performance Obligations Contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. These amounts primarily include performance obligations that are recorded in the consolidated balance sheets as deferred revenue. The amount of transaction price allocated to performance obligations to be satisfied at a later date, which is not recorded in the unaudited condensed consolidated balance sheets, is immaterial as of March 31, 2021 and December 31, 2020. As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. The Company applied the practical expedient under ASC 606 to exclude amounts related to performance obligations that are billed and recognized as they are delivered. | Note 2. Revenue Disaggregation of Revenue Total revenues consisted of the following: 2020 (as restated) 2019 Referral network revenue $ 53,048 $ 49,449 Managed services revenue 11,579 21,888 Software subscription revenue 7,672 6,258 Total revenue $ 72,299 $ 77,595 Management also evaluates revenue based upon when our customers avail themselves of our software, solutions or services. The first category, moving services relates to services that are typically provided to customers in connection with a home purchase and/or homeowner/renter moves. This includes revenue from insurance, moving, security systems and TV/internet services. The second category, post-move services, relates to services that are typically provided to customers post-move such as home maintenance projects, repairs, remodeling and other services from professional contractors or service providers. Moving services represented 69 percent and 47 percent of total revenue in 2020 and 2019, respectively. Post-move services represented 31 percent and 53 percent of total revenue in 2020 and 2019, respectively. Revenue from Divested Businesses Total revenue reported includes revenue from divested businesses of $4,334 and $18,336 in 2020 and 2019, respectively. Disclosures Related to Contracts with Customers Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent a contract exists, as defined by ASC 606, these liabilities are classified as deferred revenue. To the extent that a contract does not exist, as defined by ASC 606, these liabilities are classified as refundable customer deposits. Contract Assets — Long-term Insurance Commissions Receivable A summary of the activity impacting the contract assets during the year ended December 31, 2020 is presented below: Contract Assets Balance at December 31, 2019 $ — Estimated lifetime value of insurance policies sold by carriers 4,313 Cash receipts (784) Balance at December 31, 2020 $ 3,529 As of December 31, 2020, $164 of contract assets are expected to be collected within the next 12 months and therefore are included in current accounts receivable on the consolidated balance sheets. The remaining $3,365 of contract assets are expected to be collected in the following periods and are included in long-term insurance commissions receivable on the consolidated balance sheets. Contract Liabilities — Refundable Customer Deposits In September 2019, the Company entered into a Lead Buyer Agreement with a customer (“Buyer”) that provides residential security systems. Under the Lead Buyer Agreement, the Buyer pays the Company a referral fee for leads resulting in completed installations of certain residential security systems. At inception of this agreement, the Buyer made a prepayment of $7,000, which is to be credited over the term from October 2019 to September 2022, from earned referral fees for leads provided by the Company. This prepayment represents a contract liability since it is an advanced deposit for services the Company has yet to provide. A summary of the activity impacting the contract liabilities during the years ended December 31, 2020 and 2019 is presented below: Contract Liabilities Balance at December 31, 2018 $ — Additions to contract liabilities - prepayment 7,000 Additions to contract liabilities – significant financing component interest 152 Contract liabilities transferred to revenue (878) Balance at December 31, 2019 6,274 Additions to contract liabilities — Additions to contract liabilities – significant financing component interest 440 Contract liabilities transferred to revenue (3,521) Balance at December 31, 2020 $ 3,193 As of December 31, 2020, $2,664 of contract liabilities are expected to be transferred to revenue within the next 12 months and therefore are included in current refundable customer deposits on the consolidated balance sheets. The remaining $529 of contract liabilities are expected to be transferred to revenue over the remaining period and are included in refundable customer deposits, non-current on the consolidated balance sheets. Contract Liabilities — Deferred Revenue A summary of the activity impacting deferred revenue balances during the years ended December 31, 2020 and 2019 is presented below: Deferred Revenue Balance at December 31, 2018 $ 4,553 Adoption of ASC 606 (940) Revenue recognized (7,490) Additional amounts deferred 6,686 Impact of acquisitions 670 Impact of divestitures (146) Balance at December 31, 2019 3,333 Revenue recognized (4,923) Additional amounts deferred (as restated) 6,602 Impact of acquisitions 196 Balance at December 31, 2020 (as restated) $ 5,208 Remaining Performance Obligations Contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. These amounts primarily include performance obligations that are recorded in the consolidated balance sheets as deferred revenue. The amount of transaction price allocated to performance obligations to be satisfied at a later date, which is not recorded in the consolidated balance sheets, is immaterial as of December 31, 2020 and 2019. As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. The Company applied the practical expedient under ASC 606 to exclude amounts related to performance obligations that are billed and recognized as they are delivered. |
Fair Value
Fair Value | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value | ||
Fair Value | 3. Fair Value The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at March 31, 2021 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 2,869 $ 2,869 Contingent consideration - earnout — — 43,193 43,193 Private warrant liability — — 47,444 47,444 $ — $ — $ 93,506 $ 93,506 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 3,549 $ 3,549 Contingent consideration - earnout — — 50,238 50,238 Private warrant liability — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 Contingent Consideration – Business Combinations The Company estimated the fair value of business combination contingent consideration related to 2021 acquisitions using the Monte Carlo simulation method. The fair value is based on the simulated revenue and net income of the Company over the maturity date of the contingent consideration. As of March 31, 2021, the key inputs used in the determination of the combined fair value of $1,596 included volatility of 38.1% to 68.5%, discount rate of 25.7% to 31.5% and weighted-average cost of capital of 25.7% to 32.5%. The Company estimated the fair value of the 2020 business combination contingent consideration using the Monte Carlo simulation method. The fair value is based on the simulated stock price of the Company over the maturity date of the contingent consideration. As of December 31, 2020, the key inputs used in the determination of the fair value of $1,749 included current stock price of $14.27, strike price of $20.00, discount rate of 9% and volatility of 60%. As of March 31, 2021, the key inputs used in the determination of the fair value of $1,273 included current stock price of $17.70, strike price of $20.00, discount rate of 6.7% and volatility of 80%. The Company estimated the fair value of the 2018 business combination contingent consideration using a variation of the income approach known as the real options method. The fair value is based on the present value of the contingent payments to be made using a weighted probability of possible payments. As of December 31, 2020, the key inputs used in the determination of fair value of $1,800 include projected revenues and expenses, discount rate of 9.96% to 9.98%, revenue volatility of 18.0% and weighted-average cost of capital of 21.5%. In January 2021, the 2018 business combination consideration was settled in full for a cash payment of $2,063. Contingent Consideration - Earnout The Company estimated the fair value of the earnout contingent consideration using the Monte Carlo simulation method. The fair value is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by the certain employee forfeitures. As of March 31, 2021, the key inputs used in the determination of the fair value included exercise price of $20 and $22, volatility of 75%, and forfeiture rate of 16% and stock price of $17.70. As of December 31, 2020, the key inputs used in the determination of the fair value included exercise price of $18, $20 and $22, volatility of 60%, and forfeiture rate of 16% and stock price of $14.27. Private Warrants The Company estimated the fair value of the private warrants using the Black-Scholes-Merton option pricing model. As of March 31, 2021, the key inputs used in the determination of the fair value included exercise price of $11.50, expected volatility of 35%, remaining contractual term of 4.73 years, and stock price of $17.70. As of December 31, 2020, the key inputs used in the determination of the fair value included exercise price of $11.50, expected volatility of 35%, remaining contractual term of 4.98 years, and stock price of $14.27. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Contingent Contingent Consideration - Private Consideration - Business Warrant Earnout Combinations Liability Fair value as of January 1, 2021 $ 50,238 $ 3,549 $ 31,534 Additions — 1,737 — Settlements (25,815) (2,062) — Change in fair value, loss (gain) included in net loss (1) 18,770 (355) 15,910 Fair value as of March 31, 2021 $ 43,193 $ 2,869 $ 47,444 Redeemable Contingent Convertible Consideration - Preferred Stock Business Warrants FVO Notes Combinations Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 Additions — — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) 1,214 454 (80) Change in fair value, (gain) included in other comprehensive income — (3,856) — Fair value as of March 31, 2020 $ 7,898 $ 8,257 $ 20 (1) Changes in fair value of the redeemable convertible stock warrants and FVO Notes are included in other income (expense), net, and changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Ch anges in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations. Fair Value Disclosure The fair value of debt approximates the unpaid principal balance and is considered a Level 2 measurement. See Note 6. | Note 3. Fair Value The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combination $ $ $ 3,549 $ 3,549 Contingent consideration - earnout (as restated) — — 50,238 50,238 Private warrant liability (as restated) — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 Fair Value Measurement at December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Redeemable convertible preferred stock warrants $ — $ — $ 6,684 $ 6,684 Fair value option notes (“FVO Notes”) — — 11,659 11,659 Contingent consideration — — 100 100 $ — $ — $ 18,443 $ 18,443 Redeemable Convertible Preferred Stock Warrants The Company’s redeemable convertible preferred stock warrants are valued using key equity indicators and are classified within Level 3 of the fair value hierarchy. Management estimates the fair value of these liabilities using option pricing models and assumptions that are based on the individual characteristics of the warrants on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield, and risk-free interest rate. A summary of key assumptions for determining the fair value of redeemable convertible preferred stock warrants at December 31, 2019 include: Expected term Expected Expected (in years) volatility Risk-free interest rate dividend rate Redeemable convertible preferred stock warrants 2 to 9 0.23% to 2.11% The weighted average expected term and risk-free interest rate for redeemable convertible preferred stock warrants outstanding at December 31, 2019 is 6.36 and 1.72%, respectively. Fair Value Option Notes As discussed further in Note 6, the Company elected to measure certain convertible promissory notes at fair value in accordance with the fair value option. The FVO Notes are each a debt host financial instrument containing embedded features and /or options which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging . The election for these specific convertible notes is due to the number and complexity of features that would require separate bifurcation absent this election. The fair value of FVO Notes as of December 31, 2019 has been determined using a combination of the present value of the FVO Notes cash flows and the Black-Scholes option pricing model, using the following assumptions the significant inputs of principal value, interest rate spreads and curves, and embedded call option prices. December 31, 2019 FVO FVO Note 1A Note 2 (1) Initial principal value $ 2,500 $ 3,000 Value upon maturity $ 6,682 $ 6,602 Conversion price (per share) $ 6.39 N/A Value of Series B redeemable convertible preferred share $ 14.12 N/A Value of common stock N/A N/A Expected term (years) 2 N/A Volatility 39 % N/A Risk free rate 1.58 % N/A Estimated fair value of FVO Note $ 5,079 $ 6,580 (1) Due to the close proximity to the maturity date, January 24, 2020, the fair value of FVO Note 2 on December 31, 2019 was determined to equal the value upon maturity, excluding interest to be accrued between December 31, 2019 and maturity. Contingent consideration The Company estimated the fair value of $1,800 of the 2018 business combination contingent consideration using a variation of the income approach known as the real options method. The fair value is based on the present value of the contingent payments to be made using a weighted probability of possible payments. As of December 31, 2020, the key inputs used in the determination of fair value include projected revenues and expenses, discount rate of 9.96% to 9.98%, revenue volatility of 18.00% and weighted average cost of capital of 21.50%. As of December 31, 2019, the key assumptions used in the determination of fair value include projected revenues and expenses, discount rate of 15.26% to 16.26%, revenue volatility of 19.00% and weighted average cost of capital of 29.50%. The Company estimated the fair value of $1,749 of the 2020 business combination contingent consideration using the Monte Carlo simulation method. The fair value is based on the simulated stock price of the Company over the maturity date of the contingent consideration. As of December 31, 2020, the key inputs used in the determination of the fair value included current stock price of $14.27, strike price of $20.00, discount rate of 9% and volatility of 60%. The Company estimated the fair value of the earnout contingent consideration using the Monte Carlo simulation method. The fair value is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by the certain employee forfeitures. As of December 31, 2020, the key inputs used in the determination of the fair value included exercise price of $18, $20 and $22, volatility of 60%, and forfeiture rate of 16%. Private Warrant Liability As discussed further in Note 7, the Company estimated the fair value of our Private Warrants as of December 31, 2020 to be $31.5 million. The estimate is classified within Level 3 of the fair value hierarchy. Management estimates the fair value of these liabilities using the Black-Scholes-Merton Option pricing model using the Company’s stock price and assumptions including, expected volatility, remaining contractual life, dividend yield, and risk-free interest rate. A summary of key assumptions for estimating the fair value of the Private Warrants at December 31, 2020 include: Expected Exercise term Expected Expected Price (in years) volatility Risk-free interest rate dividend rate Private Warrant Liability $ 11.50 5 0.36% 0% Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Redeemable Contingent Contingent Convertible Consideration - Private Consideration - Preferred Stock Business Warrants Earnout Warrants FVO Notes Combinations (as restated) (as restated) Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 $ — $ — Additions 1,762 — 1,749 33,961 50,238 Settlements (11,030) (8,698) — — — Change in fair value, loss (gain) included in net loss (1) 2,584 895 1,700 (2,427) — Gain on extinguishment of debt — (3,856) — — — Fair value as of December 31, 2020 $ — $ — $ 3,549 $ 31,534 $ 50,238 Redeemable Convertible Preferred Stock Contingent Warrants FVO Notes Consideration Fair value as of January 1, 2019 $ 436 $ — $ 400 Additions 6,651 5,500 — Settlements (2,493) — — Change in fair value, loss (gain) included in net loss (1) 2,090 6,159 (300) Fair value as of December 31, 2019 $ 6,684 $ 11,659 $ 100 (1) Changes in fair value of redeemable convertible preferred stock warrants, FVO Notes, and Private Warrants are included in other income (expense), net, and changes in fair value of contingent consideration are included in general and administrative expenses in the consolidated statements of operations. Fair Value Disclosure Except for the fair value option notes (“FVO” notes), the fair value of debt approximates the unpaid principal balance and is considered a Level 2 measurement. See Note 6. |
Property, Equipment, and Softwa
Property, Equipment, and Software | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Equipment, and Software | ||
Property, Equipment, and Software | 4. Property, Equipment, and Software Property, equipment, and software net, consists of the following: March 31, December 31, 2021 2020 Software and computer equipment $ 1,544 $ 1,381 Furniture, office equipment, and other 1,538 567 Internally developed software 11,369 10,741 Leasehold improvements 1,112 1,112 15,563 13,801 Less: Accumulated depreciation and amortization (10,235) (9,208) Property, equipment, and software, net $ 5,328 $ 4,593 Depreciation and amortization expense related to property, equipment, and software was $1,123 and $982 for the three months ended March 31, 2021 and 2020, respectively. | Note 4. Property, Equipment, and Software Property, equipment, and software net, consists of the following: December 31, December 31, 2020 2019 Software and computer equipment $ 1,381 $ 1,392 Furniture, office equipment, and other 567 387 Internally developed software 10,741 10,601 Leasehold improvements 1,112 1,295 13,801 13,675 Less: Accumulated depreciation and amortization (9,208) (7,017) Property, equipment, and software, net $ 4,593 $ 6,658 Depreciation and amortization expense related to property, equipment, and software was $3,786 and $3,680 for the years ended December 31, 2020 and 2019, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets and Goodwill | ||
Intangible Assets and Goodwill | 5. Intangible Assets and Goodwill Intangible Assets Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization, and consist of the following, as of March 31, 2021: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 8.0 $ 10,790 $ (2,593) $ 8,197 Acquired technology 6.0 16,295 (6,211) 10,084 Trademarks and tradenames 11.0 5,263 (1,052) 4,211 Non-compete agreements 2.0 280 (57) 223 Total intangible assets $ 32,628 $ (9,913) $ 22,715 Intangible assets consist of the following, as of December 31, 2020: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 The aggregate amortization expense related to intangibles was $1,340 and $807 for the three months ended March 31, 2021 and 2020, respectively. Goodwill The following tables summarize the changes in the carrying amount of goodwill for the three months ended March 31, 2021: Goodwill Balance as of December 31, 2020 $ 28,289 Acquisitions 21,831 Balance as of March 31, 2021 $ 50,120 | Note 5. Intangible Assets and Goodwill Intangible Assets Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following as of December 31, 2020: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 Intangible assets consist of the following as of December 31, 2019: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 9.0 $ 5,450 $ (1,591) $ 3,859 Acquired technology 4.0 8,546 (4,272) 4,274 Trademarks and tradenames 7.0 2,290 (591) 1,699 Total intangible assets $ 16,286 $ (6,454) $ 9,832 Aggregate amortization expense related to intangibles was $2,858 and $3,697 for the years ended December 31, 2020 and 2019, respectively. Estimated intangibles amortization expense for the next five years and thereafter consists of the following: Estimated Amortization Expense 2021 $ 3,873 2022 2,989 2023 2,659 2024 1,617 2025 1,169 Thereafter 3,654 $ 15,961 Goodwill The following tables summarize the changes in the carrying amount of goodwill for the years ended December 31, 2020 and December 31, 2019: Goodwill Balance as of January 1, 2019 $ 21,305 Acquisitions 916 Divestitures (3,657) Purchase price adjustment (290) Balance as of December 31, 2019 $ 18,274 Acquisitions 10,176 Divestitures (161) Balance as of December 31, 2020 $ 28,289 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt | ||
Debt | 6. Debt At March 31, 2021, debt comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 1.0% promissory notes, due 2022 $ 10,343 $ — $ — $ 10,343 8.55% term loan, due 2024 42,145 (2,867) — 39,278 Other notes 600 (117) — 483 $ 53,088 $ (2,984) $ — $ 50,104 Senior Secured Term Loans In January 2021, the Company entered into an amendment (the “Runway Amendment”) to the Loan and Security Agreement, dated as of July 22, 2020 (as amended, the “Runway Loan Agreement”), with Runway Growth Credit Fund, Inc., as agent for a syndicate of lenders. Among other things, the Runway Amendment includes a commitment for a supplemental term loan in the aggregate amount of up to $10 million, reduces the interest rate payable on borrowed amounts, reduces certain financial covenants related to minimum revenue and amended the maturity date to December 15, 2024, and eliminates a minimum cash balance requirement of $3,000 . Porch did not borrow any additional amounts in connection with entering into the Runway Loan Amendment. The Runway Loan is a first lien loan secured by any and all properties, rights and assets of the Company with a maturity date of December 15, 2024. Until the Runway Amendment, interest was payable monthly in arrears at a variable rate of interest based on the greater of 0.55% or LIBOR rate (as defined) plus an applicable margin of 8.50% plus 2% of PIK interest. As of December 31, 2020, the calculated interest rate was 11.05%. The Runway Amendment reduced the applicable margin from 8.5% to 8% and eliminated the PIK interest. As of March 31, 2021 the calculated interest rate was 8.55%. Principal payments are required beginning on August 15, 2022 in equal monthly installments through the maturity date. A prepayment fee of 2%, 1.5%, 1% or 0.5% of the outstanding loan amount is due if the loan is repaid prior to the 1st, 2nd, 3rd or 4th anniversary date, respectively. There is a final payment fee of $1,750 or 3.5% of any partial payment, which is reflected as a discount on the loan and is accreted to interest expense using the effective interest method over the term of the loan or until extinguishment of the related loan. Upon a default, the loan is immediately due and payable and bears interest at 5% higher than the applicable loan interest rate. The financial covenants require the Company to maintain minimum revenue of $15,356 in the quarter ended December 31, 2020, and 70% of projected revenue in all future quarters. As of March 31, 2021, the Company is in compliance with all covenants of the Runway Loan Agreement. Paycheck Protection Program Loans In April 2020, the Company entered into a loan agreement with Western Alliance Bank pursuant to the Paycheck Protection Program established under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The Company received loan proceeds of $8,139 (the “Porch PPP Loan”). The term of the Porch PPP Loan is two years with a maturity date of April 18, 2022 and bears interest at a fixed rate of 1.00%. Payments of principal and interest on the Porch PPP Loan were deferred for the first nine months of the term of the Porch PPP Loan. Principal and interest are payable monthly, less the amount of any potential forgiveness (discussed below), and the Company may prepay 20% or less at any time prior to maturity with no prepayment penalties, more than 20% will require notice to the lender. The Porch PPP Loan contains customary event of default provisions. As of March 31, 2021, the Company is in compliance with all covenants of the Porch PPP Loan. All or a portion of the Porch PPP Loan may be forgiven by the SBA and the lender upon application by the Company, if the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualifying Expenses”). Not more than 25 percent of the Porch PPP Loan may be used for non-payroll costs. The Company believes that it used the proceeds of the Porch PPP Loan for Qualifying Expenses in accordance with the terms of the Porch PPP Loan. The Company submitted an application for forgiveness of the loan in December 2020. However, no assurance is provided that the Company will be able to obtain forgiveness of the Porch PPP Loan in whole or in part. If the loan is forgiven in part or in whole, the Company will reduce the liability by the amount forgiven and record a gain on extinguishment in the consolidated statements of operations. The carrying value of the Porch PPP Loan is $8,317 as of March 31, 2021. In connection with an acquisition of DataMentors Holdings, LLC d/b/a V12 Data (“V12 Data”) on January 12, 2021 (see Note 9), the Company assumed a loan agreement with Western Alliance Bank pursuant to the Paycheck Protection Program for the amount of $2,026 (the “V12 Data PPP Loan”). The loan has a maturity date of April 19, 2022 and a fixed interest rate of 1%. All other terms are the same as those of the Porch PPP Loan. An application for forgiveness of the loan was submitted in November 2020. However, no assurance is provided that the Company will be able to obtain forgiveness of the loan in whole or in part. As of March 31, 2021, the Company is in compliance with all covenants of the V12 Data PPP Loan. Other Promissory Notes In connection with an acquisition on November 2, 2020, the Company issued a promissory note payable to the founder of the acquired entity. The promissory note has an initial principal balance of $750 and a stated interest rate of 0.38% per annum. The promissory note shall be paid in five equal annual installments of $150 each, plus accrued interest commencing on January 21, 2021. As of March 31, 2021, the promissory note had a carrying amount $483. | Note 6. Debt At December 31, 2020, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 1.0% promissory notes, due 2022 $ 8,317 $ — $ — $ 8,317 11.05% term loan, due 2024 41,764 (2,686) (29) 39,049 Other notes 750 (133) — 617 $ 50,831 $ (2,819) $ (29) $ 47,983 At December 31, 2019, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 10% convertible promissory notes, due on demand $ 7,324 $ (36) $ — $ 7,288 6% promissory note, due 2020 185 — — 185 2.55% promissory notes, due 2020 1,100 (41) — 1,059 3.5% convertible promissory notes, due 2022 1,689 (313) — 1,376 9.0% term loan, due 2023 40,500 (528) (689) 39,283 3% promissory note (25% default), due 2024 3,000 (2,906) (57) 37 Other notes 233 — — 233 $ 54,031 $ (3,824) $ (746) $ 49,461 Fair Principal Value 10% convertible notes recorded at fair value $ 5,500 $ 11,659 Minimum principal payment commitments as of December 31, 2020, are as follows: Principal Payments 2021 $ 4,799 2022 12,234 2023 20,346 2024 13,302 2025 150 Thereafter — $ 50,831 Senior Secured Term Loans During 2019, the Company’s secured term loan had a maximum borrowing amount of $40,000 of which $40,000 was outstanding at December 31, 2019. The secured term loan required interest-only payments until December 1, 2020, or until December 1, 2021, if the Company met certain revenue requirements, followed by equal monthly payments of principal and interest through maturity on December 4, 2023. The loan also included a final payment fee of $500. The stated interest rate in the loan was equal to the Base Rate plus 4.00%. The Base rate was equal to the greater of i) the highest prime rate plus 5% and ii) the highest three-month LIBOR rate plus 2.5%. On May 26, 2020, the loan agreement was amended to include interest paid in-kind (“PIK Interest”) at a per annum rate of (A) from the period beginning April 2, 2020 through May 15, 2020, 2.00% and (B) at all times thereafter 1%. At December 31, 2019, the Company was in violation of certain covenants under this senior secured lending arrangement. In July 2020, the Company refinanced the lending arrangement which resolved the issues that created the conditions of default. As a result, the lending arrangement was classified as non-current as of December 31, 2019. In May 2020, the Company was required to use $2,500 of the proceeds received from the Sale of Serviz (See Note 11) to pay down the term loan, resulting in an outstanding original principal balance of $37,500. In July 2020, the Company refinanced the lending arrangement by entering into a Loan and Security Agreement with Runway Growth Credit Fund, Inc. (“Runway Loan”) in the amount of $40,000, with two additional co- lenders providing an aggregated $7,000 in loan proceeds. The co-lenders, Orix Growth Capital, LLC and Midcap Financial Trust, were the Company’s existing senior secured lenders with a $37,645 loan balance outstanding at the time of the refinance. The amendments to the loan agreements with the existing senior secured lenders represents a modification of previously outstanding senior secured loans. Unamortized deferred issuance costs associated with the existing lending arrangement were reduced proportionately with the reduction in principal balances for existing senior secured lenders, resulting in interest expense of $749. The new loan, which totaled $47,000, was used to pay off the existing $37,500 loan. The Runway Loan is a first lien loan secured by any and all properties, rights and assets of the Company with a maturity date of July 22, 2024. Interest is payable monthly in arrears at a variable rate of interest based on the greater of 0.55% or LIBOR rate (as defined) plus an applicable margin of 9.05% plus 2% of PIK interest. As of December 31, 2020, the calculated interest rate is 11.05%. Principal payments are required beginning on August 15, 2022 in equal monthly instalments through the maturity date. A prepayment fee of 2%, 1.5%, 1% or 0.5% of the outstanding loan amount is due if the loan is repaid prior to the 1st, 2nd, 3rd or 4th anniversary date, respectively. There is a final payment fee of $1,645 or 3.5% of any partial payment, which is reflected as a discount on the loan and is accreted to interest expense using the effective interest method over the term of the loan or until extinguishment of the related loan. Upon a default, the loan is immediately due and payable and bears interest at 5% higher than the applicable loan interest rate. The financial covenants require the Company to maintain a minimum level of cash at $3,000, minimum revenue of $15,356 in the quarter ended December 31, 2020, and 80% of projected revenue in all future quarters. Based on the amount of cash available upon completion of the Merger on December 23, 2020, in accordance with the agreement’s terms, $7,057 of the outstanding principal balance of the Runway Loan was required to be repaid, plus interest and prepayment fees of $17 and $391, respectively. Following this repayment, the carrying value of the Runway Loan as of December 31, 2020 is $39,049. As of December 31, 2020, the Company is in compliance with all covenants of the Runway Loan. In January 2021, the Company entered into an amendment (the “Runway Amendment”) to the Runway Loan. See Note 15. The Company issued warrants to purchase redeemable convertible preferred stock in connection with the establishment or amendment of lending arrangements. The grant date fair value of the warrants issued in connection with the establishment of the Runway Loan was $1,216, which was deducted from the face value of the loan and is accreted to interest expense using the effective interest method over the term of the loan or until extinguishment of the related loan. Pre-2019 Convertible Promissory Notes During 2018, the Company issued convertible notes with an aggregate original principal balance of $16,600, an interest rate of 8‑10%, and a maturity date of January 13, 2019. Upon maturity on January 13, 2019, the outstanding principal and accrued interest automatically converted into 1,173,473 shares of Series B redeemable convertible preferred stock and 70,408 Series B redeemable convertible preferred stock warrants at a conversion price of $14.79 per unit (a unit includes one share of Series B redeemable convertible preferred stock and 0.06 of one warrant to purchase Series B redeemable convertible preferred stock). As part of the issuance of the convertible notes, the Company incurred $356 of issuance costs that are recorded as a reduction of convertible notes. In connection with an acquisition on November 1, 2018, the Company issued convertible promissory notes payable to the sellers for an aggregate principal of $7,324. These convertible promissory notes bear interest at 4.5% per annum for the first year and 10% per annum thereafter. Unless converted, monthly payments of principal and interest are due beginning on December 1, 2019. The outstanding principal amount of the convertible promissory notes are convertible into 537,024 shares of common stock. Accrued but unpaid interest shall be waived if the notes are converted within the first year, and otherwise shall be paid in cash. Unless converted, the convertible promissory notes mature at the earliest of i) a change of control of the Company, ii) 10 days after a qualified financing, or iii) three years from the issuance date. As of December 31, 2019, the Company was in default on these convertible promissory notes as the Company failed to make the first payment due on December 1, 2019. Upon default, the carrying value of the convertible promissory notes of $7,288 was reclassified to current liabilities as all principal and unpaid interest is immediately due in cash upon event of default. In May 2020, the Company entered into an amendment to certain payment terms of the convertible promissory notes, including specific interest only and/or catch up payment requirements based on the future cash balance of the Company at specified dates. Upon completion of the Merger on December 23, 2020, the outstanding principal balance of $7,317 and unpaid interest of $516 was paid in full, resulting on a trivial loss on extinguishment. In connection with the acquisition of Serviz.com, Inc. (“Serviz”) on July 20, 2018 (See Note 11), the Company assumed two convertible promissory notes with an aggregate principal balance of $1,689 and an interest rate of 3.5% per annum. Unless converted, the convertible promissory notes, along with accrued interest, are payable at the earlier of i) December 1, 2022 or ii) a qualified financing as defined in the loan agreement. The outstanding principal amount of the convertible promissory notes and any accrued interest are convertible into redeemable convertible preferred stock sold in such financing as defined in the loan agreement, at the option of the holder at a conversion price equal to the original issue price for such series of redeemable convertible preferred stock. On February 28, 2020, one of the convertible promissory notes with a principal balance of $1,400 and a carrying value of $1,153 converted into 198,750 shares of Series C preferred stock. Holders also received 73,538 common stock warrants. A loss on debt extinguishment of $247 was recorded to account for the unamortized discount at the time of conversion. Upon completion of the Merger on December 23, 2020, the remaining principal of $289 and unpaid interest of $48 were paid in full, resulting on a loss on extinguishment of $285. 2019 Convertible Promissory Notes During 2019, the Company issued convertible promissory notes with an aggregate original principal balance of $21,600, an interest rate of 10%, and original maturity dates ranging from January 24, 2020 to December 31, 2020. Based on the terms of the convertible promissory notes, the Company may elect on each applicable interest payment date to pay interest, including any default interest, as Paid In-Kind (“PIK”), whereby such PIK amount would be added to the aggregate principal amount and accrue interest at 10% per annum. On each interest payment date, any PIK amount payable shall be capitalized and treated as additional principal obligations under, shall accrue interest from the applicable interest payment date, and shall become payable in full, in cash, no later than the maturity date. On December 23, 2019, the Company issued to certain holders of convertible promissory notes, such number of Series C Preferred in full satisfaction of the Company’s obligation under the convertible promissory notes, including accrued PIK interest. The amount of original principal balance of convertible promissory notes and related PIK interest, which were converted into Series C Preferred shares were $16,100 and $971, respectively. The Company elected to measure certain convertible promissory notes at fair value in accordance with the fair value option (“FVO Notes”). The FVO Notes had original principal amounts of $5,500. The notes also have a feature that requires payment of 200% of the outstanding principal and unpaid interest amount upon maturity. Each period, the fair value of the FVO notes is determined and resulting gains and losses from the change in fair value of the FVO Notes associated with non-credit components are recognized in income, while the change in fair value associated with the Company’s own credit component is recognized in Accumulated Other Comprehensive Income (“AOCI”). During 2020, there were no changes in fair value associated with the Company’s own credit component recognized in AOCI. During the second quarter of 2020, as part of the divestiture of the Serviz business (See Note 11), one of the FVO notes, with an original principal balance of $3,000, was cancelled by the holder. In July 2020, the Company amended the remaining FVO Note. Under this amendment, the loan plus accrued interest would be repaid upon closing of the Merger or within one year from the issuance date, whichever is earliest, with a premium of two times the outstanding principal and accrued interest. Upon completion of the Merger on December 23, 2020, the Note was paid off for $5,974. 2020 Promissory Notes In April 2020, the Company entered into a loan agreement with Western Alliance Bank pursuant to the Paycheck Protection Program established under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The Company received loan proceeds of $8,139 (the “PPP Loan”). The term of the PPP Loan is two years with a maturity date of April 18, 2022 and bears interest at a fixed rate of 1.00%. Payments of principal and interest on the PPP Loan were deferred for the first nine months of the term of the PPP Loan. Principal and interest are payable monthly, less the amount of any potential forgiveness (discussed below), and the Company may prepay 20% or less at any time prior to maturity with no prepayment penalties, more than 20% will require notice to the lender. The PPP Loan contains customary event of default provisions. As of December 31, 2020, the Company is in compliance with all covenants of the PPP Loan. All or a portion of the PPP Loan may be forgiven by the SBA and the lender upon application by the Company, if the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualifying Expenses”). Not more than 25 percent of the PPP Loan may be used for non-payroll costs. The Company believes that it used the proceeds of the PPP Loan for Qualifying Expenses in accordance with the terms of the PPP Loan. The Company submitted an application for forgiveness of the loan in December 2020. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part. If the loan is forgiven in part or in whole, the Company will reduce the liability by the amount forgiven and record a gain on extinguishment in the consolidated statements of operations. The carrying value of the PPP Loan is $8,139 as of December 31, 2020. As part of the July 23, 2020 acquisition (see Note 11), the Company assumed a loan pursuant to the Paycheck Protection Program for the amount of $398. The loan has a maturity date of April 10, 2022 and a fixed interest rate of 1%. The loan was forgiven by the SBA in the fourth quarter of 2020. In July 2020, the Company entered into convertible loan agreement with Cantor Fitzgerald Securities in the amount of $10,000 with the proceeds of the loan to be received upon completion of the Company’s 2019 financial statement audit. This convertible loan agreement was amended in August 2020, to provide for the funding of $5,000 of the loan into a restricted cash account. Upon completion of the Company’s 2019 financial statement audit, an additional $5,000 of loan proceeds was received in October 2020 in addition to the release of the $5,000 loan proceeds held in a restricted cash account. The loan included a final payment fee equal to 20% of the loan proceeds which was reflected as a discount on the loan and was accreted to interest expense using the effective interest method over the term of the loan. The proceeds from the convertible loan agreement together, with the final payment fee and the accrued interest were paid in full upon the Merger. The loan accrued 12% interest per annum until the loan was repaid upon the Merger. At the time of the Merger, Cantor Fitzgerald Securities had the right to elect to receive PTAC Common Shares in lieu of repayment of all or a portion of the loan proceeds, final payment fee and accrued interest. Cantor Fitzgerald Securities chose to receive full payment in cash rather than in PTAC Common Shares. Upon completion of the Merger on December 23, 2020, the loan was paid off in full in the amount of $12,063, which included $10,000 principal balance, $2,000 final payment fee, and $63 of accrued interest. As a result of the merger, a contingent beneficial conversion feature became exercisable. The commitment date intrinsic value of $564 reduced the carrying value of the loan and increased additional paid in capital. The debt holder did not exercise the beneficial conversion feature. Therefore, the amount paid to settle the debt was first allocated to the settlement-date intrinsic value of the beneficial conversion feature associated with the loan, resulting in a net decrease in additional paid in capital of $5,772. The remaining cash payment was allocated to extinguish the debt and interest payable, resulting in a gain on extinguishment of $5,047. Other Promissory Notes In connection with an acquisition on November 1, 2018, the Company issued term promissory notes payable to the sellers for an aggregate principal of $1,100 and an interest rate of 2.55% per annum. The outstanding principal balance, along with accrued interest, was payable on May 1, 2020. In May 2020, the Company entered into an amendment to certain payment terms of the convertible promissory notes, including specific interest only and/or catch up payment requirements based on the future cash balance of the Company at specified dates. As of December 31, 2019, the promissory notes had a carrying amount $1,059. Upon completion of the Merger on December 23, 2020, the outstanding principal of $1,077 and unpaid interest of $4 were paid in full. In connection with an acquisition on March 14, 2017, the Company assumed a promissory note payable to a founder of the acquired entity who continued as an employee of the Company following the acquisition. The promissory note has an initial principal balance of $185 and an interest rate of 6% per annum. The outstanding principal, along with accrued interest, was payable on March 31, 2020. As of December 31, 2019, the promissory notes had a carrying amount $185. Upon completion of the Merger on December 23, 2020, the outstanding principal of $185 and unpaid interest of $75 were paid in full. No gain or loss on extinguishment resulted from the payoff of the promissory note. On December 19, 2019, the Company issued a promissory note for an aggregate principal of $3,000, with a stated interest rate of 3%. In connection with the issuance of this promissory note, the holder also received 403,101 warrants to purchase Series C redeemable convertible preferred stock of the Company. The grant date fair value of the warrants issued was $3,000, and was deducted from the face value of the bank loans and are accreted to interest expense using the effective interest method over the term of the note or until extinguishment of the related note. Upon occurrence of an Event of Default, the Holder may declare all outstanding obligations immediately payable in cash. Following the occurrence and during the continuance of an Event of Default, interest on the Note shall automatically be increased to 25% per annum. On January 1, 2020, there was an occurrence of default resulting in the default interest rate being effective starting on January 1, 2020. The note was amended in July 2020, which resolved the conditions of default. The amendment provides that the loan plus accrued interest would be repaid upon closing of the Merger, or within one year of the amendment, with a premium payment of $1,000. The Company also provided the holder an additional 51,502 warrants to purchase Series C redeemable convertible preferred stock in connection with the amendment. The amended loan was guaranteed by the CEO of the Company with an asset pledge agreement, which the Company accounted for as a capital contribution by the CEO and a debt discount at fair value. The interest rate and other key terms of the note were not changed. The amendment was accounted for as an extinguishment of the original note, because the amended note was concluded to be substantially different than the original note. The Company recorded a loss on debt extinguishment of $2,532. The amended note was initially recorded at its fair value of $4,233. The fair value of the guarantee of $300 was deducted from the initial fair value of the amended note and is accreted to interest expense using the effective interest method over the term of the note or until extinguishment. As of December 31, 2019, the carrying value of promissory note is $37, and is included in current portion of long-term debt. Upon completion of the Merger on December 23, 2020, the loan was paid off in full in the amount of $4,424, which included $3,381 principal balance, $1,000 final payment fee, and $43 of accrued interest. On February 11, 2020, the Company entered into a future receivables agreement, in which the Company received consideration of $2,000 and agreed to sell 10% of all of Company’s future accounts receivable from the Company’s customers until an amount ranging between $2,300 and $2,700, depending on timing of repayment, was delivered by or on behalf of Company to the lender. Prior to the required repayment date, the Company repaid $2,000 of principal and $700 of interest, resulting in a full payoff of the agreement and no remaining carrying value as of December 31, 2020. In connection with an acquisition on November 2, 2020, the Company issued a promissory note payable to the founder of the acquired entity. The promissory note has an initial principal balance of $750 and a stated interest rate of 0.38% per annum. The promissory note shall be paid in five equal annual installments of $150 each, plus accrued interest commencing on January 21 st , 2021. As of December 31, 2020, the promissory notes had a carrying amount $617. |
Equity and Warrants
Equity and Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity and Warrants | ||
Equity and Warrants | 7. Equity and Warrants Shares Authorized As of March 31, 2021, the Company had authorized a total of 410,000,000 shares of stock for issuance, with 400,000,000 shares designated as common stock, and 10,000,000 shares designated as preferred stock. Common Shares Outstanding and Common Stock Equivalents The following table summarizes our fully diluted capital structure at March 31, 2021: Issued and outstanding common shares 87,355,733 Earnout common shares (Note 1 and Note 8) 4,099,999 Total common shares issued and outstanding 91,455,732 Common shares reserved for future issuance: Public warrants 537,377 Private warrants 5,700,000 Common stock options outstanding - 2012 Equity Plan 6,199,325 Restricted stock units (Note 8) 1,282,327 2020 Equity Plan pool reserved for future issuance (Note 8) 11,005,115 Total shares of common stock outstanding and reserved for future issuance 116,179,876 Warrants Upon completion of the Merger with PTAC on December 23, 2020, the Company assumed 8,625,000 public warrants and 5,700,000 private warrants to purchase an aggregate 14,325,000 shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. The Company may call the public warrants for redemption (excluding the private warrants), in whole, at a price of $0.01 per warrant: ● ● ● ● The private warrants are identical to the public warrants, except that the private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees, as defined in the warrant agreements. If the placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. As of December 31, 2020, 5,700,000 private warrants were held by the initial purchases or their permitted transferees. The public and private warrants are classified separately on our unaudited condensed consolidated balance sheets due to differences in each instrument’s contractual terms. The public warrants are classified in equity classified financial instruments and are not remeasured periodically. The private warrants are liability classified financial instruments measured at fair value, with periodic changes in fair value recognized through earnings. See Note 3. On March 23, 2021, the Company announced that it would redeem all outstanding public warrants on April 16, 2021 pursuant to a provision of the warrant agreement under which the public warrants were issued. During March 2021, certain holders of public warrants exercised their warrants to acquire 8,087,623 shares of common stock at a price of $11.50 per share, resulting in cash proceeds of $89.8 million and a receivable balance of $3.2 million. | Note 7. Equity and Warrants Shares Authorized As of December 31, 2020, the Company had authorized a total of 410,000,000 shares for issuance with 400,000,000 shares designated as common stock, and 10,000,000 shares designated as preferred stock . Common Shares Outstanding and Common Stock Equivalents The following table summarizes our fully diluted capital structure at December 31, 2020: Issued and outstanding common shares 75,519,151 Earnout common shares (Note 1A and Note 8) 6,150,000 Total common shares issued and outstanding 81,669,151 Common shares reserved for future issuance: Public warrants 8,625,000 Private warrants 5,700,000 Common stock options outstanding - 2012 Equity Plan (Note 8) 6,414,611 Restricted stock units (Note 8) 2,415,140 Restricted stock awards (Note 8) 166,762 2020 Equity Plan pool reserved for future issuance (Note 8) 11,137,824 Total shares of common stock outstanding and reserved for future issuance 116,128,488 Total shares of common stock outstanding and reserved for future issuance does not include shares that may be issued in connection with the December 31, 2020 acquisition as discussed on Note 11. Warrants PTAC Warrants Upon completion of the Merger with PTAC on December 23, 2020, the Company assumed 8,625,000 public warrants and 5,700,000 private warrants to purchase an aggregate 14,325,000 shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. The Company may call the public warrants for redemption (excluding the private warrants), in whole, at a price of $0.01 per warrant: ● ● ● ● The private warrants are identical to the public warrants, except that the private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. As of December 31, 2020, 5,700,000 private warrants were held by the initial purchases or their permitted transferees and are recorded as a liability on the Consolidated Balance Sheets. See Note 15 for exercises of a portion of PTAC warrants subsequent to December 31, 2020. Legacy Porch Warrants Redeemable convertible preferred stock warrants and common stock warrants that were issued prior to the Merger (“Legacy Porch Warrants”) were cancelled in exchange for 702,791 and 1,705,266 shares of common stock through net share settlement, respectively. Detail related to Legacy Porch Warrant activity for the year ended December 31, 2020, is as follows: Redeemable Convertible Preferred Stock Common Stock Weighted- Weighted- Average Average Number of Exercise Number of Exercise Warrants Price Warrants Price Balances as of January 1, 2020 965,157 $ 4.39 2,095,074 $ 2.02 Warrants granted 209,384 5.62 73,538 1.77 Warrants exercised — — — — Warrants cancelled (1,174,541) 4.60 (2,168,612) 2.02 Balances as of December 31, 2020 — $ — $ — $ — |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | ||
Stock-Based Compensation | 8. Stock-Based Compensation Under the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), which replaced the Company’s 2012 Equity Incentive Plan upon the closing of the Merger in December 2020, the employees, directors and consultants of the Company, are eligible for grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards (“RSA”) and RSUs, collectively referred to as “Awards”. Stock-based compensation consists of expense related to (1) equity awards in the normal course and (2) a secondary market transaction as described below: Three months ended March 31, 2021 2020 Secondary market transaction $ 1,933 $ — Employee earnout restricted stock 12,373 — Employee awards 2,529 672 Total operating expenses $ 16,835 $ 672 2019 Secondary Stock Transactions In May 2019, the Company’s CEO and Founder purchased a total of 7,559,047 shares of legacy Porch.com redeemable convertible preferred stock from an existing investor for an aggregate purchase price of $4,023 ($0.53 per legacy Porch.com share). The Company determined that the purchase price was below fair value of such shares and as result recorded compensation expense of $33,232 in general and administrative expense for the difference between the purchase price and fair value. In July 2019, the Company’s CEO and Founder subsequently sold 901,940 shares of legacy Porch.com redeemable convertible preferred stock as an incentive to 11 executives of the Company at the same price at which the shares were initially acquired in the May 2019 transaction, which represents a $2,553 discount to fair value. The original terms stated that the Company had the right to repurchase such shares if certain service vesting conditions and performance conditions are not met. In December 2020, the performance vesting conditions were met, and compensation expense of $1,616 was recorded in 2020 related to these awards, of which $689 was related to former employees and immediately recognized, as there is no continued service vesting requirement, and $927 was related to current employees and recognized as a cumulative catch up related to the portion of the service period satisfied through December 31, 2020. In March 2021, the Porch board of directors (the “Board”) amended the original terms to accelerate the vesting of these awards and remove the Company’s repurchase right with the respect to the shares. The remaining stock compensation of $1,933 related to the award was recognized in March 2021. 2020 Equity Incentive Plan The aggregate number of shares of common stock reserved for future issuance under the 2020 Plan is 11,005,115. The number of shares of common stock available under the 2020 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2021, and continuing until (and including) the calendar year ending December 31, 2030, with such annual increase equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on December 31st of the immediately preceding fiscal year and (ii) an amount determined by the Board. Stock-Based Compensation Awards granted under the 2020 Plan to employees typically vest 25% of the shares one year after the options’ vesting commencement date and the remainder ratably on a monthly basis over the following three years. Other vesting terms are permitted and are determined by the Board. Options have a term of no more than ten years from the date of grant and vested options are generally canceled three months after termination of employment. During the three months ended March 31, 2021, the Company approved 132,709 RSU’s to various levels of key employees and members of the Board. Payroll Reduction Program In March 2020, in response to the adverse impact of COVID-19 on the Company’s operations and financial performance, the Company carried out a variety of measures to reduce cash operating expenses, including the implementation of a partial employee furlough and payroll reduction in exchange for RSUs. During the year ended December 31, 2020, the Company reduced cash payroll costs by $3,979 in exchange for a commitment by the Company to provide up to 2,356,045 RSUs subject to (a) a performance (liquidity) vesting condition and (b) and ongoing employment until March 31, 2021 (or June 30, 2021, for certain awards) in order to be fully vested. The grant of these RSUs was approved by the Board of Directors in June, July, and August 2020 and 2,356,045 were issued during the year ended December 31, 2020. The performance vesting conditions, which were previously considered not probable of achievement were met in December 2020 as a result of the Merger. As a result, a cumulative catch up of $6,506 of compensation expense was recorded in the fourth quarter of 2020. Compensation cost of $1,105 was recorded during the three months ended March 31, 2021, and $500 is expected to be recorded over the remaining service period in 2021. Employee Earnout Restricted Stock Upon the Merger, 1,003,317 restricted common shares, subject to vesting and forfeiture conditions, were issued to employees and service providers pursuant to their holdings of pre-Merger options, RSUs or restricted shares (the “employee earnout shares”). The employee earnout shares were issued in three equal tranches with separate market vesting conditions. One - third of the employee earnout shares will meet the market vesting condition when the closing price of the Company’s common stock is greater than or equal to $18.00 over any 20 trading days within any thirty- consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. The employee earnout shares are forfeited upon termination of an employee’s employment. Upon forfeiture, the forfeited shares will be redistributed to all earnout shareholders. Upon redistribution of earnout shares, the awards will be recorded as new awards. The fair value of the award on the grant date is a weighted average of $12.08 per share and will be recognized as stock compensation expense on a graded vesting basis over the derived service period of 1 year or shorter if the awards vest. During the three months ended March 31, 2021, 19,838 shares were forfeited due to employee terminations. This resulted in the grant of 3,918 additional shares to employee holders at a weighted-average grant date fair value of $16.78. During March 2021, 329,132 restricted employee earnout shares were fully vested, as the market condition for vesting was fully satisfied as a result of the Company’s stock price and trading activity. The Company recorded $6,153 in stock compensation expense related to the employee earnout shares in the quarter ended March 31, 2021, and $5,476 is expected to be recorded over the remaining estimated service period in 2021. CEO Earnout Restricted Stock Prior to the closing of the Merger, the Company’s CEO and Founder, Matt Ehrlichman was granted a restricted stock award under the 2012 Plan which was converted into an award of 1,000,000 restricted shares of common stock upon the closing of the Merger. The award will vest in one-third installments if certain stock price triggers are achieved within 36-months following the closing of the Merger. One - third of the restricted shares will meet the market vesting condition when the Company’s common stock is greater than or equal to $18.00 over any 20 trading days within any 30 consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. If Mr. Ehrlichman’s employment with the Company is terminated prior to the award being fully vested, then the award will be terminated and canceled, provided that if Mr. Ehrlichman’s employment is terminated by the Company without cause or Mr. Ehrlichman resigns due to good reason (in each case, as defined in the award agreement), the award will remain outstanding and will vest to the extent the stock price triggers are achieved during the 36-month period. The fair value of the award on the grant date is an average of $12.08 per share and will be recognized as stock compensation expense on a graded vesting basis over the derived service period of 1 year or shorter if the awards vest. During the three months ended March 31, 2021, 333,333 CEO restricted earnout shares were fully vested, as the market conditions for vesting was fully satisfied as a result of the Company’s stock price and trading activity. The Company recorded $6,228 in stock compensation expense related to the restricted stock award in the quarter ended March 31, 2021, and $5,526 is expected to be recorded over the remaining estimated service period in 2021. | Note 8. Stock-Based Compensation 2012 and 2020 Equity Incentive Plans Legacy Porch.com’s 2012 Equity Incentive Plan (the “2012 Plan”) provides for the grant of incentive and non-statutory options, stock appreciation rights, restricted stock awards (“RSA”) and restricted stock units (“RSU”) to employees, directors and consultants of the Company (“Service Providers”), collectively referred to as “Awards”. Each Legacy Porch.com option from the 2012 Plan that was outstanding immediately prior to the Merger and held by current employees or service providers, whether vested of unvested, was converted into an option to purchase a number of shares of common stock (each such option, an “Exchanged Option” equal to 0.4697 of Porch Group, Inc. common stock. Except as specifically provided in the Merger Agreement, following the Merger, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Porch.com option immediately prior to the consummation of the Merger. All stock option, RSA and RSU activity was retroactively restated to reflect the Exchanged Options. On July 29, 2020, the board of directors approved the adoption of the Porch Group, Inc. 2020 Stock Incentive Plan (the “2020 Plan”), subject to approval by Porch Group, Inc.’s stockholders. On December 22, 2020, the Porch Group, Inc. stockholders voted in favor of adoption of the 2020 Plan. The aggregate number of shares of common stock reserved for future issuance under the 2020 Plan is 11,137,824. The number of shares of common stock available under the 2020 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2021, and continuing until (and including) the calendar year ending December 31, 2030, with such annual increase equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on December 31st of the immediately preceding fiscal year and (ii) an amount determined by the Porch board of directors. The 2020 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other stock awards, and performance awards to employees, officers, non-employee directors and independent service providers of the Company. The 2020 Plan became effective immediately upon the closing of the Merger. Stock-Based Compensation Stock-based compensation consists of expense related to (1) equity awards in the normal course and (2) a secondary market transaction as described below: 2020 (as restated) 2019 Secondary market transaction $ 1,616 $ 33,232 Employee awards 9,680 2,740 Total operating expenses $ 11,296 $ 35,972 2019 Secondary Stock Transactions In May 2019, the Company’s CEO and Founder purchased a total of 7,559,047 shares of legacy Porch.com redeemable convertible preferred stock from an existing investor for an aggregate purchase price of $4,023 ($0.53 per legacy Porch.com share). The Company determined that the purchase price was below fair value of such shares and as result recorded compensation expense of $33,232 in general and administrative expense for the difference between the purchase price and fair value. In July 2019, the Company’s CEO and Founder subsequently sold 901,940 shares of legacy Porch.com redeemable convertible preferred stock as an incentive to eleven executives of the Company at the same price at which the shares were initially acquired in the May 2019 transaction, which represents a $2,553 discount to fair value. The Company has the right to repurchase such shares if certain service vesting conditions and performance conditions are not met. In December 2020, the performance vesting conditions were met, and compensation expense of $1,616 was recorded in 2020 related to these awards, of which $689 was related to former employees and immediately recognized, as there is no continued service vesting requirement, and $927 was related to current employees and recognized as a cumulative catch up related to the portion of the service period satisfied through December 31, 2020. The remaining stock compensation related to the award will be recognized over the remaining service period. Common Stock Valuation Prior to the completion of the Merger the fair value of Legacy Porch.com common stock used in the calculation of the fair value of the stock options was determined by management with assistance from third-party valuation specialists using both market and income approaches. Stock Options Options granted under the Equity Plan to employees typically vest 25% of the shares one year after the options’ vesting commencement date and the remainder ratably on a monthly basis over the following three years. Other vesting terms are permitted and are determined by the Board. Options have a term of no more than ten years from the date of grant and vested options are generally cancelled three months after termination of employment. All stock options issued during the year ended December 31, 2020 were issued under the 2012 Plan. Detail related to stock option activity for the year ended December 31, 2020 is as follows: Weighted- Weighted- Average Number of Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Balances as of January 1, 2020 7,428,682 $ 2.21 7.3 277 Options granted 2,202,417 4.23 Options exercised (439,754) 2.02 Options forfeited (323,840) 2.36 Options canceled or expired (2,452,894) 2.41 Balances as of December 31, 2020 6,414,611 $ 2.85 $ 73,260 Exercisable at December 31, 2020 3,472,595 $ 2.30 $ 73,260 The fair value of each employee stock option granted during the years ended December 31, 2020 and 2019, were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2020 2019 Risk-free interest rate 0.3 – 0.6 % 1.6 – 1.9 % Expected term (years) 5 – 6 3 – 6 Dividend yield — — Volatility 59 – 60 % 46 – 51 % The risk-free interest rate used in the Black-Scholes option-pricing model is based on the implied yield currently available in the U.S. Treasury securities at maturity with an equivalent term. The expected term for options granted to employees is estimated using the simplified method. The Company has not declared or paid any dividends through December 31, 2020 and does not currently expect to do so in the future. The Company bases its estimate of expected volatility on the historical volatility of comparable companies from a representative peer group selected based on industry, financial, and market capitalization data. The Company uses the average expected volatility rates reported by the comparable group for an expected term that approximated the expected term estimated by the Company. The estimated weighted-average grant date fair value of options granted to employees during the years ended December 31, 2020 and 2019, was $2.26 per share and $0.85 per share. The fair value of stock options that vested during the years ended December 31, 2020 and 2019, was $1,785 and $1,779, respectively. The total amount of unrecognized compensation cost for options granted to employees and nonemployees as of December 31, 2020, is approximately $5,24 5 and is expected to be recognized over a weighted-average period of 0.6 years. RSUs and Payroll Reduction Program In March 2020, in response to the adverse impact of COVID-19 on the Company’s operations and financial performance, the Company carried out a variety of measures to reduce cash operating expenses, including the implementation of a partial employee furlough and payroll reduction in exchange for RSUs. During the year ended December 31, 2020, the Company reduced cash payroll costs by $3,979 in exchange for a commitment by the Company to provide up to 2,356,045 RSUs subject to (a) a performance (liquidity) vesting condition and (b) and ongoing employment until March 31, 2021 (or June 30, 2021, for certain awards) in order to be fully vested. The grant of these RSUs was approved by the Board of Directors in June, July, and August 2020 and 2,356,045 were issued during the year ended December 31, 2020. The performance vesting conditions, which were previously considered not probable of achievement were met in December 2020 as a result of the Merger. As a result, a cumulative catch up of $6,506 of compensation expense was recorded. Compensation cost of $1,605 will be recorded during 2021 over the remaining service period. There was a small number of additional RSU grants during the fourth quarter, which were unrelated to the payroll reduction program. All RSUs issued as part of this program were issued under the 2012 Plan. The following table summarizes the activity of restricted stock units for the year ended December 31, 2020: Number of Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2020 — $ — Granted 2,450,718 3.69 Canceled (35,578) 3.44 Balances as of December 31, 2020 2,415,140 $ 3.64 Employee Earnout Restricted Stock Upon the Merger, 976,331 restricted common shares, subject to vesting and forfeiture conditions, were issued to employees and service providers pursuant to their holdings of pre-Merger options, RSUs or restricted shares (the “employee earnout shares”). The employee earnout shares were issued in three equal tranches with separate market vesting conditions. One third of the employee earnout shares will meet the market vesting condition when the closing price of the Company’s common stock is greater than or equal to $18.00 over any twenty trading days within any thirty- consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. The employee earnout shares are forfeited by the employee upon termination of employment. Upon forfeiture, the forfeited shares will be redistributed to all earnout shareholders. Upon redistribution of earnout shares, the awards will be recorded as new awards. The fair value of the award on the grant date is an average of $12.08 per share and will be recognized as stock compensation expense on a graded vesting basis over the derived service period of 1 year or shorter if the awards vest. During 2020, the Company recorded $314 in stock compensation expense related to the employee earnout shares. CEO Earnout Restricted Stock Prior to the closing of the Merger, the Company’s CEO, Matt Ehrlichman was granted a restricted stock award under the 2012 Plan which was converted into an award of 1,000,000 restricted shares of common stock upon the closing of the Merger. The award will vest in one-third installments if certain stock price triggers are achieved within 36-months following the closing of the Merger. One third of the restricted shares will meet the market vesting condition when the Company’s common stock is greater than or equal to $18.00 over any twenty trading days within any thirty- consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. If Mr. Ehrlichman’s employment with the Company is terminated prior to the award being fully vested, then the award will be terminated and cancelled, provided that if Mr. Ehrlichman’s employment is terminated by the Company without cause or Mr. Ehrlichman resigns due to good reason (in each case, as defined in the award agreement), the award will remain outstanding and will vest to the extent the stock price triggers are achieved during the 36-month period. The fair value of the award on the grant date is an average of $12.08 per share and will be recognized as stock compensation expense on a graded vesting basis over the derived service period of 1 year or shorter if the awards vest. During 2020, the Company recorded $322 in stock compensation related to the award. Restricted Stock Awards The following table summarizes the activity of restricted stock awards in connection with certain pre-2020 acquisitions for the year ended December 31, 2020: Number of Restricted Stock Awards Balances as of January 1, 2020 472,141 Shares granted — Shares vested (305,379) Shares forfeited — Balances as of December 31, 2020 166,762 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations | |
Business Combinations | 9. Business Combinations During the three months ended March 31, 2021, the Company completed two business combination transactions. The purpose of each of the acquisitions were to expand the scope and nature of the Company’s product and service offerings, obtain new customer acquisition channels, add additional team members with important skillsets, and realize synergies. The aggregate transaction costs associated with these transactions were $401, and are included in general and administrative expenses on the consolidated statements of operations. The results of operations for each acquisition are included in the Company’s consolidated financial statements from the date of acquisition onwards. The acquisitions are included in the Company’s consolidated financial statements as of the date of the acquisition. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets and liabilities acquired, legal and other contingencies as of the acquisition date, income and non-income-based taxes and residual goodwill. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during the three months ended March 31, 2021: Weighted Average Useful Life (in years) January 12, 2021 Acquisition Other Acquisitions Total Purchase consideration: Cash $ 20,169 $ 4,000 $ 24,169 Issuance of common stock — 1,169 1,169 Contingent consideration 1,410 327 1,737 Total purchase consideration: $ 21,579 $ 5,496 $ 27,075 Assets: Cash and cash equivalents $ 1,035 $ 252 $ 1,287 Current assets 4,939 413 5,352 Property and equipment 996 — 996 Intangible assets: Customer relationships 1,650 700 2,350 Acquired technology 3,525 600 4,125 Trademarks and tradenames 1,225 350 1,575 Non-competition agreements 40 15 55 Goodwill 18,262 3,569 21,831 Total assets acquired 31,672 5,899 37,571 Current liabilities (8,067) (22) (8,089) Long term liabilities (2,026) — (2,026) Deferred tax liabilities, net — (381) (381) Net assets acquired $ 21,579 $ 5,496 $ 27,075 January 12, 2021 Acquisition On January 12, 2021, the Company acquired V12 Data , an omnichannel marketing platform. The purpose of the acquisition was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. The Company paid $20,169 cash with an additional $1,410 contingent consideration. The contingent consideration is based on the achievement of certain Revenue and EBITDA milestones over the two succeeding years and is paid in cash or common stock at the discretion of the Company. The consideration was paid to the sellers in exchange for net assets of $21,579. The fair value of customer relationships was estimated through the income approach using the multi-period excess earnings methodology. The fair value of trade name and trademarks, as well as acquired technology was estimated through the income approach using the relief from royalty methodology. The fair value of the non-competition agreement is derived using the with and without method over the contractual term of the agreement. The fair value of the deferred revenue is derived using the cost-plus-profit method, which presumes that an acquirer of deferred revenue would not pay more than the costs and expenses to fulfill the obligation plus a profit for the effort employed . The weighted-average amortization period for the acquired intangible assets is 7.6 years. Revenue and net loss from the V12 Data acquisition included in the Company’s consolidated statements of operations since January 12, 2021, the date of the acquisition, through March 31, 2021 are $5,580 and $575, respectively. Unaudited Pro Forma Consolidated Financial Information The following table summarizes the estimated unaudited pro forma consolidated financial information of the Company as if the V12 Data acquisition had occurred on January 1, 2020: March 31, March 31, 2021 2020 Revenue $ 27,504 $ 20,974 Net loss $ (65,570) $ (21,264) The estimated unaudited pro forma information includes adjustments to amortization for intangible assets acquired. Other Acquisitions In the first quarter of 2021, the Company completed another acquisition which is not material to the consolidated financial statements. The purpose of the acquisition was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | 10. Commitments and Contingencies Litigation From time to time the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, the Company is unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities the Company has recorded in the financial statements covering these matters. The Company reviews its estimates periodically and makes adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. Cases under Telephone Consumer Protection Act Porch and an acquired entity, GoSmith.com, are party to 14 legal proceedings alleging violations of the automated calling and/or Do Not Call restrictions of the Telephone Consumer Protection Act of 1991 (“TCPA”). Some of these actions allege related state law claims. Most of the proceedings were commenced as mass tort actions by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States and have been consolidated in the United States District Court for the Western District of Washington, where Porch resides. A related action brought by the same plaintiffs’ law firm was dismissed with prejudice and is on appeal before the Ninth Circuit Court of Appeals. These actions are at an early stage in the litigation process. It is not possible to determine the likelihood of an unfavorable outcome of these disputes, although it is reasonably possible that the outcome of these actions may be unfavorable. Further, it is not possible to estimate the range or amount of potential loss (if the outcome should be unfavorable). Porch intends to contest these cases vigorously. Kandela, LLC v Porch.com, Inc. In May 2020, the former owners of Kandela, LLC filed a complaint against Porch in the Superior Court of the State of California, alleging a breach of contract related to the terms and achievement of an earnout agreement related to the acquisition of the Kandela business and related fraudulent inducement claims . This action is at an early stage in the litigation process and Porch is unable to determine the likelihood of an unfavorable outcome, although it is reasonably possible that the outcome may be unfavorable; however, settlement discussions have progressed with certain plaintiffs. Porch is unable to provide an estimate of the range or amount of potential loss across all claims (if the outcome should be unfavorable); however, Porch has recorded an estimated accrual related to those claims underlying the aforementioned settlement discussions. Porch intends to contest this case vigorously. Putative Wage and Hours Class Action Proceeding A former employee of HireAHelper™ filed a complaint in San Diego County Superior Court asserting putative class action claims for failure to pay overtime, failure to pay compensation at the time of separation and unfair business practices in violation of California law. HireAHelper™ was served with the complaint in December 2020 and on January 28, 2021 Defendants removed the case to the United States District Court for the Southern District of California. The plaintiff seeks to represent all current and former non-exempt employees of HireAHelper™ and Legacy Porch in the State of California during the relevant time period. While this action is still at an early stage in the litigation process, we have recorded an estimated accrual for a contingent loss based on information currently known . The parties have agreed to explore resolution by way of a private non-binding mediation in the summer or fall of 2021, however if such mediations are unsuccessful losses may exceed the amount accrued. | Note 12. Commitments and Contingencies Leases The Company leases its facilities under non-cancelable operating leases, some of which contain rent holidays and escalation provisions. Rent expense is recognized on the straight-line method over the term of the lease. The difference between rent expense (which includes the impact of rent holidays and escalation provisions) and rent paid is recorded as deferred rent, the current portion of which is included in other current liabilities and the long-term portion in other liabilities in the Company’s consolidated balance sheets. Minimum commitments under noncancelable operating lease agreements as of December 31, 2020, are as follows: Lease Payments 2021 $ 1,333 2022 821 2023 315 2024 — 2025 — Thereafter — $ 2,469 Rent expense was approximately $1,700 and $1,800 during the years ended December 31, 2020 and 2019, respectively. Purchase Commitments As of December 31, 2020, the Company had non-cancelable purchase commitments, primarily for data purchases, as follows: 2021 $ 3,742 2022 3,514 2023 3,514 2024 — 2025 — $ 10,770 Litigation From time to time the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, the Company is unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities the Company has recorded in the financial statements covering these matters. The Company reviews its estimates periodically and makes adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. Cases under Telephone Consumer Protection Act Porch and an acquired entity, GoSmith.com, are party to 14 legal proceedings alleging violations of the automated calling and/or Do Not Call restrictions of the Telephone Consumer Protection Act of 1991 (“TCPA”). Some of these actions allege related state law claims. Most of the proceedings were commenced as mass tort actions by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States and have been consolidated in the United States District Court for the Western District of Washington, where Porch resides. A related action brought by the same plaintiffs’ law firm was dismissed with prejudice and is on appeal before the Ninth Circuit Court of Appeals. These actions are at an early stage in the litigation process. It is not possible to determine the likelihood of an unfavorable outcome of these disputes, although it is reasonably possible that the outcome of these actions may be unfavorable. Further, it is not possible to estimate the range or amount of potential loss (if the outcome should be unfavorable). Porch intends to contest these cases vigorously. Kandela, LLC v Porch.com, Inc. In May 2020, the former owners of Kandela, LLC filed a complaint against Porch in the Superior Court of the State of California, alleging a breach of contract related to the terms and achievement of an earnout agreement related to the acquisition of the Kandela business and related fraudulent inducement claims . This action is at an early stage in the litigation process and Porch is unable to determine the likelihood of an unfavorable outcome, although it is reasonably possible that the outcome may be unfavorable. Porch is unable to provide an estimate of the range or amount of potential loss (if the outcome should be unfavorable). Porch intends to contest this case vigorously. Putative Wage and Hours Class Action Proceeding. A former employee of HireAHelper™ filed a complaint in San Diego County Superior Court asserting putative class action claims for failure to pay overtime, failure to pay compensation at the time of separation and unfair business practices in violation of California law. HireAHelper™ was served with the complaint in December 2020 and on January 28, 2021 Defendants removed the case to the United States District Court for the Southern District of California. The plaintiff seeks to represent all current and former non-exempt employees of HireAHelper™ and Legacy Porch in the State of California during the relevant time period. This action is at an early stage in the litigation process and Porch is unable to determine the likelihood of an unfavorable outcome, although it is reasonably possible that the outcome may be unfavorable. Porch is unable to provide an estimate of the range or amount of potential loss (if the outcome should be unfavorable), however the parties have agreed to explore resolution by way of a private non-binding mediation in the summer or fall of 2021. Porch intends to contest this case vigorously. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Basic and Diluted Net Loss Per Share | ||
Basic and Diluted Net Loss Per Share | 11. Basic and Diluted Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. It has been retrospectively adjusted for all periods prior to the reverse capitalization. The retroactive adjustment is based on the same number of weighted-average shares outstanding in each historical period. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, RSUs, RSAs, convertible notes, earnout shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (65,101) $ (18,367) Denominator: Shares used in computing net loss attributable per share to common stockholders, basic and diluted 85,331,575 34,965,300 Net loss attributable per share to common stockholders: Basic and diluted $ (0.76) $ (0.53) The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented: 2021 2020 Stock options 6,199,325 6,918,406 Restricted stock units and awards 1,282,327 96,550 Legacy Porch warrants — 3,134,068 Public and private warrants 6,237,377 — Earnout shares 4,099,999 — Convertible debt — 1,034,760 See Note 7 for additional information regarding the terms of the warrants. See Note 8 for additional information regarding stock options and restricted stock. | Note 14. Basic and Diluted Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. It has been retrospectively adjusted for all periods prior to the reverse capitalization. The retroactive adjustment is based on the same number of weighted average shares outstanding in each historical period. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock units, restricted stock awards, convertible notes, earnout shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the years ended December 31, 2020 and 2019: 2020 (as restated) 2019 Numerator: Net loss $ (54,032) $ (103,319) Induced conversion of preferred stock (17,284) — Net loss attributable to common stockholders, basic $ (71,316) $ (103,319) Add: gain on warrant fair value (2,427) — Adjusted net loss for diluted loss per share $ (73,743) $ (103,319) Denominator: Shares used in computing net loss attributable per share to common stockholders, basic 36,344,234 31,170,351 Shares used in computing net loss attributable per share to common stockholders, diluted 36,374,215 31,170,351 Net loss attributable per share to common stockholders: Basic $ (1.96) $ (3.31) Diluted $ (2.03) $ (3.31) The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented: 2020 2019 Stock options 6,414,611 7,428,682 Restricted stock units and awards 2,581,902 495,633 Legacy Porch warrants — 3,060,530 Public warrants 8,625,000 — Earnout shares 6,150,000 — Convertible debt — 1,734,264 See Note 7 for additional information regarding the terms of warrants. See Note 8 for additional information regarding stock options and restricted stock units and awards. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||
Subsequent Events | 12. Subsequent Events (a) On April 5, 2021, the Company acquired Homeowners of America Holding Corporation (“HOA”), a leading property and casualty insurance company focused on products in the residential homeowner space, in a cash and stock transaction with consideration totaling $106,242 consisting of (i) $83,469 of cash, (ii) $22,773 in common stock, (iii) 500,000 additional shares of common stock subject to the trading price of common stock exceeding $22.50 for 20 out of 30 consecutive trading days in the two (2) year period following the consummation of the HOA acquisition and (iii) a retention pool under the 2020 Porch Group, Inc. Equity Incentive Plan (the “2020 Plan”) of shares of restricted common stock in an amount equal to $510 and up to 100,000 options for acquisition of common stock to retain key employees of HOA, in each case upon the terms and subject to the conditions of the definitive agreement. HOA is a managing general agent (“MGA”) and insurance carrier hybrid with a strong reinsurance strategy that currently operates in six states. The HOA acquisition will enable Porch to offer its own line of homeowner’s insurance alongside its existing insurance agency which partners with many other top insurance carriers and provide consumers with flexibility and choice. (b) During April 2021, holders of warrants described in Note 7, exercised their warrants to acquire 2,935,753 shares of common stock at a price of $11.50 per share, resulting in cash proceeds of $33.8 million. During April 2021, the Company also redeemed all of the public warrants that remained outstanding as of April 16, 2021 for a redemption price of $0.01 per public warrant. In connection with the redemption, the public warrants stopped trading on the Nasdaq Capital Market and were delisted, with the trading halt announced after close of market on April 16, 2021. | Note 15. Subsequent Events (a) In January 2021, the Company entered into an amendment (the “Runway Amendment”) to the Loan and Security Agreement, dated as of July 22, 2020 (as amended, the “Runway Loan Agreement”), with Runway Growth Credit Fund, Inc., as agent for a syndicate of lenders. Among other things, the Runway Amendment includes a commitment for a supplemental term loan in the aggregate amount of up to $10 million, reduces the interest rate payable on borrowed amounts, reduces certain financial covenants related to minimum revenue and amended the maturity date to December 15, 2024. (b) In January 2021, the Company entered into an amendment of the purchase agreement with the selling members of Hire-a-Helper, LLC that was acquired in November 2018. Under this amendment, the selling members consented to satisfy the contingent consideration for approximately $2 million. (c) In January 2021, the Company announced several acquisitions. On January 12, 2021, the Company acquired DataMentors Holdings, LLC d/b/a V12 Data (“V12 Data”), a leading software, data and analytics platform with a focus on household and mover insights, data management and marketing activation, in a cash transaction for a total purchase price of approximately $22 million payable at closing, subject to customary adjustments, plus up to $6 million of contingent purchase price payments based upon the financial performance of V12 Data during the 2021 and 2022 calendar years. In addition, the Company has agreed to provide a retention pool under the 2020 Plan of up to 100,000 shares of restricted Common Stock to retain key employees of V12 Data and contingent compensation (subject to the achievement of certain post-closing milestones) of up to an additional $6 million in cash or shares of Common Stock (at the Company’s election) to certain key employees of V12 Data. The V12 Data acquisition is expected to provide Porch with full-spectrum, enterprise-grade capabilities to capture the unique-to-the-market pre-mover marketing opportunity. Additionally, on January 13, 2021, the Company entered into a definitive agreement to acquire Homeowners of America Holding Corporation (“HOA”), a leading property and casualty insurance company focused on products in the residential homeowner space, in a cash and stock transaction with consideration consisting of (i) $100,000, as adjusted in accordance with the terms of the definitive agreement, of which up to $25,000 may be payable in Common Stock at the election of the Company, (ii) 500,000 additional shares of Common Stock subject to the trading price of Common Stock exceeding $22.50 for twenty (20) out of thirty (30) consecutive trading days in the two (2) year period following the consummation of the HOA acquisition and (iii) a retention pool under the 2020 Porch Group, Inc. Stock Incentive Plan (the “2020 Plan”) of shares of restricted Common Stock in an amount equal to $510 and up to 100,000 options for acquisition of Common Stock to retain key employees of HOA, in each case upon the terms and subject to the conditions of the definitive agreement. The HOA acquisition is subject to state insurance regulatory approval and customary closing conditions. The HOA acquisition is expected to close in the second quarter of 2021. HOA is a managing general agent (“MGA”) and carrier hybrid with a strong reinsurance strategy that currently operates in six states. The HOA acquisition is expected to enable Porch to offer its own line of homeowner’s insurance alongside its existing insurance agency which partners with many other top carriers and provide consumers with flexibility and choice. Additionally, in January 2021, the Company purchased a smaller home inspection company. This acquisition is not material to the Company’s financial statements. (d) During March 2021, holders of public warrants described in Note 7, exercised their warrants to acquire 7,846,757 shares of common stock at a price of $11.50 per share, resulting in cash proceeds of $90.2 million. Porch provided notification to the holders of warrants the Company’s intent to exercise its contractual right to redeem the warrants. It is expected that the holders will choose to exercise their warrants rather than have them redeemed. This is expected to result in approximately $9 million in additional cash proceeds in April 2021. If all of the 5.7 million private warrants are voluntarily exercised for cash, additional cash proceeds of up to $66 million may be received in April 2021. (e) During March 2021, 1,716,666 restricted earnout shares were fully vested, as the market condition for vesting was fully satisfied as a result of the Company’s stock price and trading activity. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | ||
The Merger | The Merger On July 30, 2020, Porch.com, Inc. (“Legacy Porch”) entered into a definitive agreement (as amended, the “Merger Agreement”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, whereby the parties agreed to merge, resulting in the parent of Porch.com, Inc. becoming a publicly-listed company under the name Porch Group, Inc. (“Porch”). This merger (the “Merger”) closed on December 23, 2020, and consisted of the following transactions: · Holders of 400 shares of PTAC Class A Common Stock exercised their redemption right to redeem those shares at a redemption price of $10.04. The shares were subsequently canceled by PTAC. The aggregate redemption price was paid from PTAC’s trust account, which had a balance immediately prior to the Merger closing of approximately $173.1 million. After redemptions, 17,249,600 shares of PTAC Class A Stock remained outstanding. Upon consummation of the Merger, 4,312,500 PTAC Class B Common Stock converted into shares of PTAC Class A Common Stock on a one-for-one basis. 14,325,000 common stock warrants remained outstanding as a result of the Merger. Of the outstanding warrants, 5,700,000 are private warrants and 8,625,000 are public warrants. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025, which is the fifth anniversary of the Merger closing. · Immediately prior to the Merger, (including as a result of the conversions described above and certain redemption of PTAC common stock immediately prior to the closing), there were 21,562,100 shares of PTAC Class A Common Stock issued and outstanding, which excludes the additional shares issued to Legacy Porch holders, and issuance of new shares to third-party investors, as further described below. · Immediately prior the Merger, 52,207,029 shares of Legacy Porch preferred stock were converted into 52,251,876 shares of Legacy Porch common stock. 4,472,695 outstanding in-the-money warrants to purchase common stock, 2,316,280 outstanding in-the-money warrants to purchase preferred stock, and 184,652 out-of-the-money warrants to purchase preferred stock were canceled, pursuant to the terms of warrant cancellation agreements, resulting in the issuance of 5,126,128 shares of Legacy Porch common stock. 2,533,016 shares of Legacy Porch common stock were issued to extinguish 3,116,003 vested stock options and restricted stock units (“RSU”) of non-employee or non-service provider holders. · Immediately prior to the Merger, certain third-party investors (“PIPE Investors”), purchased 15,000,000 newly-issued shares of Porch Group, Inc. common stock at a price of $10.00 per share in exchange for cash. Net proceeds from the additional offering were $141.8 million after the deduction of $8.2 million of direct offering costs. · PTAC issued 36,264,984 shares of PTAC Class A Common Stock and $30 million in exchange for all 83,559,663 vested and outstanding shares of Legacy Porch common stock to complete the Merger. In addition, 5,000,000 “earnout” shares were issued to pre-closing holders of Legacy Porch common stock, employee or service provider holders of unvested Legacy Porch option and restricted stockholders, subject to vesting conditions. 1,000,000 restricted shares subject to the same were issued to the Chief Executive Officer of the Company subject to the same vesting condition as the “earnout” shares. An additional 150,000 shares were provided to service providers in exchange for services related to the transaction. · In connection with the Merger, PTAC changed its name to Porch Group, Inc. as a corporation formed under the laws of the State of Delaware named Porch Group, Inc. · The aggregate proceeds from the PTAC trust account, net proceeds from the sale of the newly-issued common stock to PIPE investors described above, and PTAC net working capital amount of $0.6 million were used to settle i) PTAC’s deferred offering costs of $6.0 million from its original public offering, and ii) $4.3 million of PTAC liabilities incurred prior to the Merger. After the transactions noted above, $305.1 million was available for use by the Company, prior to a $30 million distribution to pre-closing holders of Legacy Porch common stock, resulting in net assets available of $275.1 million. · In connection with the Merger, Porch incurred $30.8 million of transaction costs of which, $5.6 million were paid in cash. In addition, Porch issued 1,580,000 shares of common stock at a fair value of $23.3 million and 150,000 earnout shares at a fair value of $1.9 million as compensation for transaction services. Of the total amount, $27.0 million met the eligibility criteria to be charged against equity because the costs were incurred pursuant to an issuance of equity as part of the recapitalization. $3.8 million were recognized as expenses, as the costs were deemed related to the issuance private warrants and earnout shares which are liability classified financial instruments. · As a result of the foregoing transactions, $239.7 million was reflected as contributed capital on the Company’s consolidated statements of stockholders’ equity (deficit). Presented separately, the Company also assumed a $50.4 million non-cash liability associated with the earnout shares, and a $34.0 million liability associated with the private warrants, both described above. · At the closing of the Merger, pre-closing holders of Legacy Porch common stock held approximately 55% of the issued and outstanding common stock shares of Porch. Accordingly, the Merger transactions were treated as the equivalent of Porch.com, Inc. issuing stock for the net assets of PTAC. Consistent with Securities and Exchange Commission (“SEC”) Topic 12, Reverse Acquisitions and Reverse Recapitalizations , the acquisition of a private operating company by a non-operating public shell corporation typically results in the owners and management of the private company having actual or effective voting control and operating control of the combined company. Therefore, the transaction is, in substance, a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization (“Recapitalization”). The accounting is similar to that of a reverse acquisition, except that no goodwill or other intangible assets should be recorded. Therefore, the net assets of PTAC as of December 23, 2020, were stated at historical cost, and no goodwill or other intangible assets were recorded. | The Merger On July 30, 2020, Porch.com, Inc. (“Legacy Porch”) entered into a definitive agreement (as amended, the “Merger Agreement”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, whereby the parties agreed to merge, resulting in the parent of Porch.com, Inc. becoming a publicly listed company under the name Porch Group, Inc. (“Porch”). This merger (the “Merger”) closed on December 23, 2020, and consisted of the following transactions: · Holders of 400 shares of PTAC Class A Common Stock exercised their redemption right to redeem those shares at a redemption price of $10.04. The shares were subsequently cancelled by PTAC. The aggregate redemption price was paid from PTAC’s trust account, which had a balance immediately prior to the Merger closing of approximately $173.1 million. After redemptions, 17,249,600 shares of PTAC Class A Stock remained outstanding. Upon consummation of the Merger, 4,312,500 PTAC Class B Common Stock converted into shares of PTAC Class A Common Stock on a one-for-one basis. 14,235,000 common stock warrants remained outstanding as a result of the merger. Of the outstanding warrants, 5,700,000 are private warrants and 8,625,000 are public warrants. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. · Immediately prior to the Merger, (including as a result of the conversions described above and certain redemption of PTAC common stock immediately prior to the closing), there were 21,562,100 shares of PTAC Class A Common Stock issued and outstanding, which excludes the additional shares issued to Legacy Porch holders, and issuance of new shares to third-party investors, as further described below. · Immediately prior the Merger, 52,207,029 shares of Legacy Porch preferred stock were converted into 52,251,876 shares of Legacy Porch common stock. 4,472,695 outstanding in-the-money warrants to purchase common stock, 2,316,280 outstanding in-the-money warrants to purchase preferred stock, and 184,652 out-of-the-money warrants to purchase preferred stock were cancelled, pursuant to the terms of warrant cancellation agreements, resulting in the issuance of 5,126,128 shares of Legacy Porch common stock. 2,533,016 shares of Legacy Porch common stock were issued to extinguish 3,116,003 vested stock options and RSUs of non-employee or non-service provider holders. · Immediately prior to the Merger, certain third-party investors (“PIPE Investors”), purchased 15,000,000 newly issued shares of Porch Group, Inc. common stock at a price of $10.00 per share in exchange for cash. Net proceeds from the additional offering were $141.8 million after the deduction of $8.2 million of direct offering costs. · PTAC issued 36,264,984 shares of PTAC Class A Common Stock and $30 million in exchange for all 83,559,663 vested and outstanding shares of Legacy Porch Common stock to complete the Merger. In addition, 5,000,000 “earnout” shares were issued to pre-closing holders of Legacy Porch common stock, employee or service provider holders of unvested Legacy Porch option and restricted stockholders, subject to vesting conditions. 1,000,000 restricted shares subject to the same were issued to the Chief Executive Officer of the Company subject to the same vesting condition as the “earnout” shares. An additional 150,000 shares were provided to service providers in exchange for services related to the transaction. · In connection with the Merger, PTAC changed its name to Porch Group, Inc. as a corporation formed under the laws of the State of Delaware named Porch Group, Inc. (hereafter referred to as “Porch”). · · The aggregate proceeds from the PTAC trust account, net proceeds from the sale of the newly-issued common stock to PIPE investors described above, and PTAC net working capital amount of $0.6 million were used to settle i) PTAC’s deferred offering costs of $6.0 million from its original public offering, and ii) $4.3 million of PTAC liabilities incurred prior to the Merger. After the transactions noted above, $305.1 million was available for use by Porch Group, Inc., prior to a $30 million distribution to pre-closing holders of Legacy Porch common stock, resulting in net assets available of $275.1 million. · In connection with the Merger, Porch incurred $30.8 million of transaction costs of which, $5.6 million were paid in cash. In addition, Porch issued 1,580,000 shares of common stock at a fair value of $23.3 million and 150,000 earnout shares at a fair value of $1.9 million as compensation for transaction services. Of the total amount, $27.0 million (as restated) met the eligibility criteria to be charged against equity because the costs were incurred pursuant to an issuance of equity as part of the recapitalization. $3.8 million (as restated) were recognized as expenses, as the costs were deemed related to the issuance private warrants and earnout shares which are liability classified financial instruments. · As a result of the foregoing transactions, $239.7 million was reflected as contributed capital on the Company’s consolidated statements of stockholders’ equity (deficit) (as restated). Presented separately, the Company also assumed a $50.4 million non-cash liability associated with the earnout shares, and $34.0 million liability associated with the Private Warrants, both described above. · At the closing of the Merger, pre-closing holders of Legacy Porch common stock held approximately 55% of the issued and outstanding common stock shares of Porch. Accordingly, the Merger transactions were treated as the equivalent of Porch.com, Inc. issuing stock for the net assets of PTAC. Consistent with SEC Topic 12, Reverse Acquisitions and Reverse Recapitalizations , the acquisition of a private operating company by a non-operating public shell corporation typically results in the owners and management of the private company having actual or effective voting control and operating control of the combined company. Therefore, the transaction is, in substance, a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization (“Recapitalization”). The accounting is similar to that of a reverse acquisition, except that no goodwill or other intangible assets should be recorded. Therefore, the net assets of PTAC as of December 23, 2020, were stated at historical cost, and no goodwill or other intangible assets were recorded. |
COVID-19 Update | COVID‑19 Update In March 2020, the World Health Organization declared a pandemic related to the global novel coronavirus disease 2019 (“COVID-19”) outbreak. The COVID-19 pandemic and the measures adopted by government entities in response to it have adversely affected Porch’s business operations, which impacted revenue primarily in the first half of 2020. The impact of the COVID-19 pandemic and related mitigation on Porch’s ability to conduct ordinary course business activities has been and may continue to be impaired for an indefinite period of time. The extent of the continuing impact of the COVID-19 pandemic on Porch’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on the Company’s customers, suppliers, and employees, all of which is uncertain at this time. Porch expects the COVID-19 pandemic to adversely impact future revenues and results of operations, but Porch is unable to predict at this time the size and duration of such adverse impact. At the same time, Porch is observing a recovery in home sales to pre-COVID-19 levels in the second half of 2020 and in the first quarter of 2021, and with them, home inspections and related services. | COVID-19 Update In March 2020, the World Health Organization declared a pandemic related to the global novel coronavirus disease 2019 (“COVID-19”) outbreak. The COVID-19 pandemic has adversely affected Porch’s business operations, which has impacted revenue primarily in the first half of 2020. In response to the COVID-19 outbreak and government-imposed measures to control its spread, Porch’s ability to conduct ordinary course business activities has been and may continue to be impaired for an indefinite period of time. The extent of the impact of the COVID-19 pandemic on Porch’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on the Company’s customers, suppliers, and employees, all of which is uncertain at this time. Porch expects the COVID-19 pandemic to adversely impact revenue and results of operations, but Porch is unable to predict at this time the size and duration of this adverse impact. At the same time, Porch is observing a recovery in home sales to pre-COVID-19 levels in the second half of 2020, and with them, home inspections and related services. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited condensed interim consolidated financial statements include the accounts of Porch and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC. In this Quarterly Report, Porch Group, Inc. is referred to as “Porch,” the “Company,” “we,” “us” or “our.” The information as of December 31, 2020 included in the unaudited condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. These unaudited condensed consolidated financial statements included in this Quarterly Report were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are considered of a normal recurring nature) considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods and dates presented. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the footnotes and management’s discussion and analysis of the audited consolidated financial statements included in Item 8 of the 2020 Annual Report on Form 10-K/A filed with the SEC on May 19, 2021. | Basis of Presentation The consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All significant intercompany accounts and transactions are eliminated in consolidation. Comprehensive loss includes all changes in equity during a period from non-owner sources. Through December 31, 2020, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented. |
Comprehensive Income | Comprehensive Income Comprehensive income (loss) consists of adjustments related to the effect of the Company’s own credit components on the fair value of certain convertible promissory notes at fair value in accordance with the fair value option (“FVO Notes”). Each reporting period, the fair value of the FVO Notes is determined and resulting gains and losses from the change in fair value of the FVO Notes associated with the Company’s own credit component is recognized in accumulated other comprehensive income (“AOCI”), while the resulting gains and losses associated with non-credit components are included in the unaudited condensed consolidated statements of operations. The FVO Notes were extinguished during 2020. | |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. These estimates and assumptions include, but are not limited to, estimated variable consideration for services performed, the allowance for doubtful accounts, depreciable lives for property and equipment, acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, and estimates of fair value of warrants, debt, contingent consideration, earnout liability and private warrant liability. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. These estimates and assumptions include, but are not limited to, estimated variable consideration for services performed, the allowance for doubtful accounts, depreciable lives for property and equipment, acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, and estimates of fair value of warrants, debt, contingent consideration, earnout shares and common stock. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Investments in equity of unconsolidated affiliates, over which the Company has significant influence, but not control, over the financial and operating policies, are accounted for primarily using the equity method. For investments accounted for under the equity method of accounting, the Company’s share of income (losses) is included in other expense, net in the unaudited condensed consolidated statements of operations. These investments are immaterial to the Company’s unaudited condensed consolidated financial statements. | |
Segment Reporting | Segment Reporting The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. All the Company’s revenue is generated in the United States. As of March 31, 2021 and December 31, 2020, the Company did not have assets located outside of the United States. | Segment Reporting The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. All of the Company’s revenue is generated in the United States. As of December 31, 2020 and 2019, the Company did not have assets located outside of the United States. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash as of March 31, 2021 and December 31, 2020 includes $10,435 and $8,407, respectively, related to the Paycheck Protection Program Loans held in escrow with a commercial bank (see Note 6). As of December 31, 2020, the restricted cash balance also includes a $3,000 minimum cash balance required by the Company’s senior secured lender. The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: March 31, 2021 December 31, 2020 Cash and cash equivalents $ 222,948 $ 196,046 Restricted cash - current 10,435 11,407 Cash, cash equivalents and restricted cash $ 233,383 $ 207,453 | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash as of December 31, 2020 and 2019 includes a $3,000 minimum cash balance required by the Company’s senior secured lender. As of December 31, 2020, the restricted cash balance in current assets also includes $8,407 related to the Paycheck Protection Program Loan held in escrow with a commercial bank (see Note 6). The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: December 31, 2020 December 31, 2019 Cash and cash equivalents $ 196,046 $ 4,179 Restricted cash - current 11,407 — Restricted cash - non-current — 3,000 Cash, cash equivalents and restricted cash $ 207,453 $ 7,179 |
Accounts Receivable and Long-term Insurance Commissions Receivable | Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable consist principally of amounts due from enterprise customers and other corporate partnerships, as well as credit card receivables. The Company estimates allowances for uncollectible receivables based on the credit worthiness of its customers, historical trend analysis, and general economic conditions. Consequently, an adverse change in those factors could affect the Company’s estimate of allowance for doubtful accounts. The allowance for uncollectible receivables at March 31, 2021 and December 31, 2020, was $242 and $249, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. | Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable consist principally of amounts due from enterprise customers and other corporate partnerships, as well as credit card receivables. The Company estimates allowances for uncollectible receivables based on the credit worthiness of its customers, historical trend analysis and general economic conditions. Consequently, an adverse change in those factors could affect the Company’s estimate of allowance for doubtful accounts. The allowance for uncollectible receivables at December 31, 2020 and 2019, was $455 and $188, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s assets and liabilities which require fair value measurement on a recurring basis, consist of contingent consideration, redeemable convertible preferred stock warrants and convertible notes recorded at fair value. Fair value principles require disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows: Level 1 Level 2 Level 3 The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. | Fair Value of Financial Instruments Fair value principles require Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date; Level 2 Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. |
Earnout Shares | Earnout Shares Upon the Merger, 6,000,000 restricted common shares, subject to vesting and cancellation provisions, were issued to holders of pre-Merger Porch common stock (the “earnout shares”). The earnout shares were issued in three equal tranches with separate market vesting conditions. One - third of the earnout shares will meet the market vesting condition when the closing price of the Company’s common stock is greater than or equal to $18.00 over any 20 trading days within any thirty-consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. The earnout shares may be contingently canceled, depending on the outcome of the Company’s application for forgiveness of the U.S. Small Business Administration loan under the Paycheck Protection Program. Additional earnout shares may also be issued earnout shareholders, on a pro rata basis, depending on forfeitures of employee earnout shares that are subject to a continued service vesting condition (see Note 8). The earnout shares are accounted for as a derivative financial instrument that is classified as a liability and periodically measured at fair value, with changes in fair value recognized through earnings. Note 3 details the beginning and ending balances of the earnout share liability, and activity recognized during the period. | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company primarily generates revenue from (1) fees received for connecting homeowners to customers in the Company’s referral network, which consist of individual contractors, small businesses, insurance carriers and large enterprises (2) fees received for providing home project and moving services directly to homeowners, and (3) fees received for providing subscription access to the Company’s software platforms and subscription services across various industries. Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods . The Company determines revenue recognition through the following five-step framework: · Identification of the contract, or contracts, with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company identifies performance obligations in its contracts with customers, which primarily include delivery of homeowner leads ( Referral Network Revenue ), performance of home project and moving services ( Managed Services Revenue), and providing access to the Company’s software platforms and subscription services ( Software and Service Subscription Revenue ). The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied. In certain transactions the transaction price is considered variable and an estimate of the constrained transaction price is recorded by the Company. Changes in variable consideration may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented . Contract payment terms vary from due upon receipt to net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date . Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Referral Network Revenue In the Referral Network Revenue stream, the Company connects third-party service providers (“Service Providers”) with homeowners that meet pre-defined criteria and may be looking for relevant services. Service Providers include a variety of service providers throughout a homeowner’s lifecycle, including plumbers, electricians, roofers, as well as movers, TV/Internet, warranty, insurance carriers, and security monitoring providers. The Company also sells home and auto insurance policies for insurance carriers. Revenue is recognized at a point in time upon delivery of a lead to the Service Provider, at which point the Company’s performance obligation has been satisfied. The transaction price is generally either a fixed price per qualifying lead or based on a percentage of the revenue the Service Provider ultimately generates through the homeowner lead. For arrangements in which the amount the Company is entitled to is based on the amount of revenue the Service Provider generates from the homeowner, the transaction price is considered variable and an estimate of the constrained transaction price is recorded by the Company upon delivery of the lead. Service Providers generally have the option to pay as they receive leads or on a subscription basis, in which a specified amount is deposited into the Company’s referral platform monthly and any relevant leads are applied against the deposited amount. Certain Service Providers also have the option to pay an additional fixed fee for added member benefits, including profile distinction and rewards. Such subscriptions automatically renew each month unless canceled by the customer in advance of the renewal period in accordance with the customer termination provisions. Amounts received in advance of delivery of leads to the Service Provider is recorded as deferred revenue. Certain Service Providers have the right to return leads in limited instances. An estimate of returns is included as a reduction of revenue based on historical experience or specific identification depending on the contractual terms of the arrangement. Estimated returns are not material in any period presented. In January 2020, the Company, through its wholly-owned subsidiary and licensed insurance agency, Elite Insurance Group (“EIG”), began selling homeowner and auto insurance policies for insurance carriers. The transaction price in these arrangements is the estimated lifetime value (“LTV”) of the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions. The Company constrains the transaction price based on its best estimate of the amount which will not result in a significant reversal of revenue in a future period. After a policy is sold to an insurance carrier, the Company has no additional or ongoing obligation to the policyholder or insurance carrier. The Company estimates LTV of policies sold by using a portfolio approach by policy type and the effective month of the relevant policy. LTV is estimated by evaluating various factors, including commission rates for specific carriers and estimated average plan duration based on insurance carrier and market data related to policy renewals for similar insurance policies. On a quarterly basis, management reviews and monitors changes in the data used to estimate LTV as well as the cash received for each policy type compared to original estimates. The Company analyzes these fluctuations and, to the extent it identifies changes in estimates of the cash commission collections that it believes are indicative of an increase or decrease to prior period LTVs, the Company will adjust LTV for the affected policies at the time such determination is made. Changes in LTV may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented. Managed Services Revenue Managed services revenue includes fees earned from homeowners for providing a variety of services directly to the homeowner, including handyman, plumbing, electrical, appliance repair, and moving services. The Company generally invoices for managed services projects on a fixed fee or time and materials basis. The transaction price represents the contractually agreed upon price with the end customer for providing the respective service. Revenue is recognized as services are performed based on an output measure of progress, which is generally over a short duration (e.g., same day). Fees earned for providing managed services projects are non-refundable and there is generally no right of return. The Company acts as the principal in managed services revenue as the Company is primarily responsible to the end customer for providing the service, has a level of discretion in establishing pricing, and controls the service prior to providing it to the end customer. This control is evidenced by the ability to identify, select, and direct the service provider that provides the ultimate service to end customers. Software and Service Subscription Revenue The Company’s subscription arrangements, which primarily relates to subscriptions to the Company’s home inspector software, do not provide the customer with the right to take possession of the software supporting the cloud-based application services. The Company also provides certain data analytics and marketing services under subscription contracts. The Company’s standard subscription contracts are monthly contracts in which pricing is based on a specified price per inspection completed through the software. Fees earned for providing access to the subscription software and services are non-refundable and there is no right of return. Revenue is recognized based on the amount which the Company is entitled to for providing access to the subscription software and services during the monthly contract term. | Revenue from Contracts with Customers The Company primarily generates revenue from (1) fees received for connecting homeowners to customers in the Company’s referral network, which consist of individual contractors, small businesses, insurance careers and large enterprises (2) fees received for providing home project and moving services directly to homeowners, and (3) fees received for providing subscription access to the Company’s inspection software platform. Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Effective January 1, 2019, the Company’s revenue recognition policy follows guidance from ASC 606, Revenue from Contracts with Customers , which resulted in a $507 adjustment to accumulated deficit. The Company determines revenue recognition through the following five-step framework: · Identification of the contract, or contracts, with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company identifies performance obligations in its contracts with customers, which primarily include delivery of homeowner leads ( Referral Network Revenue ), performance of home project and moving services ( Managed Services Revenue), and providing access to the Company’s software platforms ( Software Subscription Revenue ). The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied. Contract payment terms vary from due upon receipt to net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Referral Network Revenue In the Referral Network Revenue stream, the Company connects third party service providers (“Service Providers”) with homeowners that meet predefined criteria and may be looking for relevant services. Service Providers include a variety of service providers throughout a homeowner’s lifecycle, including plumbers, electricians, roofers, as well as movers, TV/Internet, warranty, insurance carriers, and security monitoring providers. The Company also sells home and auto insurance policies for insurance carriers. Revenue is recognized at a point in time upon delivery of a lead to the Service Provider, at which point the Company’s performance obligation has been satisfied. The transaction price is generally either a fixed price per qualifying lead or based on a percentage of the revenue the Service Provider ultimately generates through the homeowner lead. For arrangements in which the amount the Company is entitled to is based on the amount of revenue the Service Provider generates from the homeowner, the transaction price is considered variable and an estimate of the constrained transaction price is recorded by the Company upon delivery of the lead. Service Providers generally have the option to pay as they receive leads or on a subscription basis, in which a specified amount is deposited into the Company’s referral platform monthly and any relevant leads are applied against the deposited amount. Certain Service Providers also have the option to pay an additional fixed fee for added member benefits, including profile distinction and rewards. Such subscriptions automatically renew each month unless cancelled by the customer in advance of the renewal period in accordance with the customer termination provisions. Amounts received in advance of delivery of leads to the Service Provider is recorded as deferred revenue. Certain Service Providers have the right to return leads in limited instances. An estimate of returns is included as a reduction of revenue based on historical experience or specific identification depending on the contractual terms of the arrangement. Estimated returns are not material in any period presented. In January 2020, the Company, through its wholly-owned subsidiary and licensed insurance agency Elite Insurance Group (“EIG”), began selling homeowner and auto insurance policies for insurance carriers. The transaction price in these arrangements is the estimated lifetime value (“LTV”) of the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions. The Company constrains the transaction price based on its best estimate of the amount which will not result in a significant reversal of revenue in a future period. After a policy is sold to an insurance carrier, the Company has no additional or ongoing obligation to the policyholder or insurance carrier. The Company estimates LTV of policies sold by using a portfolio approach by policy type and the effective month of the relevant policy. LTV is estimated by evaluating various factors, including commission rates for specific carriers and estimated average plan duration based on insurance carrier and market data related to policy renewals for similar insurance policies. On a quarterly basis, management reviews and monitors changes in the data used to estimate LTV as well as the cash received for each policy type compared to original estimates. The Company analyzes these fluctuations and, to the extent it identifies changes in estimates of the cash commission collections that it believes are indicative of an increase or decrease to prior period LTVs, the Company will adjust LTV for the affected policies at the time such determination is made. Changes in LTV may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented. Managed Services Revenue Managed services revenue includes fees earned from homeowners for providing a variety of services directly to the homeowner, including handyman, plumbing, electrical, appliance repair, and moving services. The Company generally invoices for managed services projects on a fixed fee or time and materials basis. The transaction price represents the contractually agreed upon price with the end customer for providing the respective service. Revenue is recognized as services are performed based on an output measure of progress, which is generally over a short duration (e.g., same day). Fees earned for providing managed services projects are non-refundable and there is generally no right of return. The Company acts as the principal in managed services revenue as the Company is primarily responsible to the end customer for providing the service, has a level of discretion in establishing pricing, and controls the service prior to providing it to the end customer. This control is evidenced by the ability to identify, select, and direct the service provider that provides the ultimate service to end customers . Software Subscription Revenue The Company’s subscription arrangements, which primarily relates to subscriptions to the Company’s home inspector software, do not provide the customer with the right to take possession of the software supporting the cloud-based application services. The Company’s standard subscription contracts are monthly contracts in which pricing is based on a specified price per inspection completed through the software. Fees earned for providing access to the subscription software are non-refundable and there is no right of return. Revenue is recognized based on the amount which the Company is entitled to for providing access to the subscription software during the monthly contract term. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain costs related to employee sales incentive programs (sales commissions) represent incremental costs of obtaining a contract and therefore should be capitalized. Capitalized costs are included in other assets on the consolidated balance sheets. These deferred commissions are amortized over an estimated period of benefit. The Company elected to apply the practical expedient to recognize the incremental costs of obtaining a contract as an expense if the amortization period of the asset would have been one year or less. The capitalized amounts are recoverable through future revenue from customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is recorded as a component of selling and marketing expenses in the accompanying consolidated statements of operations. Sales commissions not subject to capitalization are earned and recorded at the time a customer is invoiced as a component of selling and marketing expenses. As a result, such commissions are expensed at the time of invoicing even though the related revenue may not be fully recognized. The Company had immaterial activity within the deferred commissions balances for the years ending December 31, 2020 and 2019. |
Income Taxes | Income Taxes Provisions for income taxes for the three months ended March 31, 2021 and 2020 were $350 benefit and $21 expense, respectively, and the effective tax rates for these periods were 0.53% and -0.11%, respectively. The difference between the Company’s effective tax rates for the 2021 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred assets and the impact of acquisitions on the Company’s valuation allowance. The difference between the Company’s effective tax rates for the 2020 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred tax assets. | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes . Under the asset and liability method specified by ASC 740, deferred tax assets and liabilities are recognized for the future consequences of differences between the carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some or all of the deferred tax assets will not be realized. In addition, ASC 740 provides comprehensive guidance on the recognition and measurement of tax positions in previously filed tax returns or positions expected to be taken in future tax returns. The benefit from an uncertain tax position must meet a more-likely-than-not recognition threshold and is measured at the largest amount of benefit greater than 50% determined by cumulative probability of being realized upon ultimate settlement with the taxing authority. The Company’s policy is to recognize interest and penalties expense, if any, related to uncertain tax positions as a component of income tax expense. |
Other income (expense), net | Other income (expense), net The following table details the components of other income (expense), net on the unaudited condensed consolidated statements of operations: 2021 2020 Loss on remeasurement of debt (Note 3) — (454) Loss on remeasurement of legacy preferred stock warrant liability — (1,079) Loss on extinguishment of debt, net — (247) Other, net 83 (94) $ 83 $ (1,874) | Other income (expense), net The following table details the components of other income (expense), net on the consolidated statements of operations: 2020 (as restated) 2019 Gain on remeasurement of private warrant liability (Note 3) $ 2,427 $ — Loss on remeasurement of Legacy Porch warrants (Note 3) (2,584) (2,090) Transaction costs - recapitalization (3,974) — Gain (loss) on extinguishment of debt, net (Note 6) 5,748 (483) Loss on remeasurement of debt (Note 3) (895) (6,159) Gain on settlement of accounts payable 796 735 Other, net (274) 30 $ 1,244 $ (7,967) |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any new or revised accounting standards during the period in which it remains an emerging growth company. | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any new or revised accounting standards during the period in which it remains an emerging growth company. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Additionally, the FASB issued ASU No. 2019‑04, Codification Improvements to Topic 326 in April 2019 and ASU 2019‑05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU No. 2019‑10, which defers the effective date of ASU No. 2016‑13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact of the adoption of ASU No. 2016‑13 on the consolidated balance sheets, statements of operations, and statements of cash flows. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) . The new standard is effective for non-public companies for reporting periods beginning after December 15, 2021 and early adoption is permitted. The comprehensive new standard will amend and supersede existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact that adoption will have on the consolidated balance sheets, statements of operations, and statements of cash flows and expects that the adoption of the ASU will increase assets and liabilities related to the Company’s operating leases on the consolidated balance sheets. The Company estimates that the adoption of Topic 842 in 2021 would increase the Company’s total assets reflecting right of use asset of approximately $2.5 million and total liabilities reflecting the lease obligation payable of approximately $2.5 million. | Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Additionally, the FASB issued ASU No. 2019‑04, Codification Improvements to Topic 326 in April 2019 and ASU 2019‑05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU No. 2019‑10, which defers the effective date of ASU No. 2016‑13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact of the adoption of ASU No. 2016‑13 on the consolidated balance sheets, statements of operations, and statements of cash flows. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) . The new standard is effective for non-public companies for reporting periods beginning after December 15, 2021 and early adoption is permitted. The comprehensive new standard will amend and supersede existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact that adoption will have on the consolidated balance sheets, statements of operations, and statements of cash flows and expects that the adoption of the ASU will increase assets and liabilities related to the Company’s operating leases on the consolidated balance sheets. |
Reclassifications | Reclassifications Certain reclassifications to 2019 balances were made to conform to the current period presentation in the consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ equity (deficit), and consolidated statement of cash flows. | |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, as follows: Estimated Useful Lives Software and computer equipment 3 years Furniture, office equipment and other 3 – 5 years Internally developed software 2 years Leasehold improvements Shorter of useful life or remaining lease term When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the consolidated statement of operations in the period of disposition. Maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense in the period incurred. The Company capitalizes costs incurred in the development of internal use software. The capitalized costs are amortized over the estimated useful life of the software. If capitalized projects are determined to no longer be in use, they are impaired and the cost and accumulated depreciation are removed from the accounts. The resulting loss on impairment, if any, is included in the consolidated statements of operations in the period of impairment. | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company tests goodwill for impairment for each reporting unit on an annual basis, or more frequently when events or changes in circumstances indicate the fair value of a reporting unit is below its carrying value. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform a quantitative impairment test. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, the Company performs a quantitative assessment. If a quantitative goodwill impairment assessment is performed, the Company utilizes a combination of the market and income valuation approaches. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that fair value of the reporting unit is less than its carrying value. The Company has selected October 1 as the date to perform its annual impairment test. There were no goodwill impairment losses recorded during the years ended December 31, 2020 and 2019. Intangible assets consist of acquired customer relationships, trade names, customer portfolios and related assets that are amortized over their estimated useful lives. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property, equipment, software and amortizing intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If indicators of impairment exist, management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. If the total of the expected undiscounted future net cash flows for the asset group is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. Losses due to impairment of long-lived assets totaled $611 and $1,051 during 2020 and 2019, respectively, and are included in product and technology expense in the consolidated statements of operations. | |
Concentration of Credit Risk | Concentration of Credit Risk No individual customer represented more than 10% of the Company’s total revenue for the years ended December 31, 2020 or 2019. As of December 31, 2020 and 2019, no individual customer accounted for 10% or more of the Company’s total accounts receivable. As of December 31, 2020, the Company held approximately $206 million of cash with one U.S. commercial bank. | |
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants The Company accounts for its warrants to purchase shares of redeemable convertible preferred stock as liabilities based upon the characteristics and provisions of each instrument. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded in the consolidated statements of operations. As discussed in Note 1A, all redeemable convertible preferred stock warrants were converted into common stock or canceled immediately prior to the Merger. | |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of professional fees and materials under the services model and credit card processing fees, including merchant fees. The Company recognizes cost of revenue as expenses are incurred. | |
Product and Technology Development | Product and Technology Development Product and technology development costs primarily include payroll, employee benefits, stock-compensation expense, other headcount-related costs associated with product development, software subscriptions, professional services, and amortization of internally-developed software. | |
Advertising | Advertising Advertising costs are expensed as incurred. During the years ended December 31, 2020 and 2019, the Company incurred $2,242 and $3,716 in advertising costs, respectively. Advertising costs are included in selling and marketing expenses in the Company’s consolidated statements of operations. | |
Stock-Based Compensation | Stock-Based Compensation The Company issues stock-based compensation to employees and nonemployees in the form of stock options and restricted stock awards. The fair value of stock options is based on the date of the grant using the Black-Scholes option pricing model. The awards are accounted for by recognizing the fair value of the related award over the requisite service period, which is generally the vesting period. The awards are generally expensed on a straight-line basis, except for awards with performance or market conditions which are expensed on a graded vesting basis. Forfeitures are accounted for when they occur. The fair value of restricted stock awards is determined using the closing price of the Company’s common stock on the grant date. The value of market based restricted stock units is determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. Warrants Upon completion of the Merger with PTAC on December 23, 2020, the Company assumed 8,625,000 public warrants and 5,700,000 private warrants to purchase an aggregate 14,325,000 shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. The Company accounts for warrants as either equity-classified or liability classified instruments based on an assessment of the warrant’s specific terms. For warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are recorded as a liability at their initial fair value, and then are remeasured as of each balance sheet date thereafter. Changes in the estimated fair value of the liability for warrants are recognized as a non-cash gain or loss on the statement of operations in the period in which the change occurred. The fair value of the Private Warrants is estimated at period-end using a Black-Scholes-Merton option pricing model. The use of the Black-Scholes model requires significant estimates including an estimate of the expected volatility. Our Public Warrants meet the criteria for equity classification and accordingly, are reported as component of stockholders’ equity while our Private Warrants do not meet the criteria for equity classification and are thus classified as a liability. | |
Business Combinations | Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting and records any identifiable definite-lived intangible assets separate from goodwill. Intangible assets are recorded at their fair value based on estimates as of the date of acquisition. Goodwill is recorded as the residual amount of the purchase price consideration less the fair value assigned to the individual identifiable assets acquired and liabilities assumed as of the date of acquisition. The Company allocates the purchase price of the acquisition to the assets acquired and liabilities assumed based on estimates of the fair value at the dates of the acquisitions. Contingent consideration, which represents an obligation of the Company to make additional payments or equity interests to the former owner as part of the purchase price if specified future events occur or conditions are met, is accounted for at the acquisition date fair value either as a liability or as equity depending on the terms of the acquisition agreement. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | ||
Schedule of cash, cash equivalents and restricted cash | March 31, 2021 December 31, 2020 Cash and cash equivalents $ 222,948 $ 196,046 Restricted cash - current 10,435 11,407 Cash, cash equivalents and restricted cash $ 233,383 $ 207,453 | December 31, 2020 December 31, 2019 Cash and cash equivalents $ 196,046 $ 4,179 Restricted cash - current 11,407 — Restricted cash - non-current — 3,000 Cash, cash equivalents and restricted cash $ 207,453 $ 7,179 |
Schedule of components of other income (expense), net | 2021 2020 Loss on remeasurement of debt (Note 3) — (454) Loss on remeasurement of legacy preferred stock warrant liability — (1,079) Loss on extinguishment of debt, net — (247) Other, net 83 (94) $ 83 $ (1,874) | 2020 (as restated) 2019 Gain on remeasurement of private warrant liability (Note 3) $ 2,427 $ — Loss on remeasurement of Legacy Porch warrants (Note 3) (2,584) (2,090) Transaction costs - recapitalization (3,974) — Gain (loss) on extinguishment of debt, net (Note 6) 5,748 (483) Loss on remeasurement of debt (Note 3) (895) (6,159) Gain on settlement of accounts payable 796 735 Other, net (274) 30 $ 1,244 $ (7,967) |
Schedule of property plant and equipment useful lives | Estimated Useful Lives Software and computer equipment 3 years Furniture, office equipment and other 3 – 5 years Internally developed software 2 years Leasehold improvements Shorter of useful life or remaining lease term |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Schedule of Disaggregation of Revenue | Three months ended March 31, 2021 2020 Referral network revenue $ 11,024 $ 9,128 Managed services revenue 4,644 4,135 Software and service subscription revenue 11,074 1,811 Total revenue $ 26,742 $ 15,074 | 2020 (as restated) 2019 Referral network revenue $ 53,048 $ 49,449 Managed services revenue 11,579 21,888 Software subscription revenue 7,672 6,258 Total revenue $ 72,299 $ 77,595 |
Summary of the activity impacting the contract assets | Contract Assets Balance at December 31, 2020 $ 3,529 Estimated lifetime value of insurance policies sold by carriers 1,805 Cash receipts (435) Balance at March 31, 2021 $ 4,899 | |
Summary of the activity impacting the contract liabilities | Contract Liabilities Balance at December 31, 2020 $ 3,193 Additions to contract liabilities — Additions to contract liabilities – significant financing component interest 66 Contract liabilities transferred to revenue (837) Balance at March 31, 2021 $ 2,422 | |
Summary of the activity impacting deferred revenue balances | Deferred Revenue Balance at December 31, 2020 $ 5,208 Revenue recognized (1,769) Additional amounts deferred 407 Impact of acquisitions 500 Balance at March 31, 2021 $ 4,346 | Contract Assets Balance at December 31, 2019 $ — Estimated lifetime value of insurance policies sold by carriers 4,313 Cash receipts (784) Balance at December 31, 2020 $ 3,529 Contract Liabilities Balance at December 31, 2018 $ — Additions to contract liabilities - prepayment 7,000 Additions to contract liabilities – significant financing component interest 152 Contract liabilities transferred to revenue (878) Balance at December 31, 2019 6,274 Additions to contract liabilities — Additions to contract liabilities – significant financing component interest 440 Contract liabilities transferred to revenue (3,521) Balance at December 31, 2020 $ 3,193 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value | ||
Schedule of fair value measurements of liabilities measured at fair value on recurring basis | The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at March 31, 2021 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 2,869 $ 2,869 Contingent consideration - earnout — — 43,193 43,193 Private warrant liability — — 47,444 47,444 $ — $ — $ 93,506 $ 93,506 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 3,549 $ 3,549 Contingent consideration - earnout — — 50,238 50,238 Private warrant liability — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 | The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combination $ $ $ 3,549 $ 3,549 Contingent consideration - earnout (as restated) — — 50,238 50,238 Private warrant liability (as restated) — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 Fair Value Measurement at December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Redeemable convertible preferred stock warrants $ — $ — $ 6,684 $ 6,684 Fair value option notes (“FVO Notes”) — — 11,659 11,659 Contingent consideration — — 100 100 $ — $ — $ 18,443 $ 18,443 |
Schedule of Level 3 items measured at fair value on a recurring basis | Contingent Contingent Consideration - Private Consideration - Business Warrant Earnout Combinations Liability Fair value as of January 1, 2021 $ 50,238 $ 3,549 $ 31,534 Additions — 1,737 — Settlements (25,815) (2,062) — Change in fair value, loss (gain) included in net loss (1) 18,770 (355) 15,910 Fair value as of March 31, 2021 $ 43,193 $ 2,869 $ 47,444 Redeemable Contingent Convertible Consideration - Preferred Stock Business Warrants FVO Notes Combinations Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 Additions — — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) 1,214 454 (80) Change in fair value, (gain) included in other comprehensive income — (3,856) — Fair value as of March 31, 2020 $ 7,898 $ 8,257 $ 20 (1) Changes in fair value of the redeemable convertible stock warrants and FVO Notes are included in other income (expense), net, and changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Ch anges in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations. | Redeemable Contingent Contingent Convertible Consideration - Private Consideration - Preferred Stock Business Warrants Earnout Warrants FVO Notes Combinations (as restated) (as restated) Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 $ — $ — Additions 1,762 — 1,749 33,961 50,238 Settlements (11,030) (8,698) — — — Change in fair value, loss (gain) included in net loss (1) 2,584 895 1,700 (2,427) — Gain on extinguishment of debt — (3,856) — — — Fair value as of December 31, 2020 $ — $ — $ 3,549 $ 31,534 $ 50,238 Redeemable Convertible Preferred Stock Contingent Warrants FVO Notes Consideration Fair value as of January 1, 2019 $ 436 $ — $ 400 Additions 6,651 5,500 — Settlements (2,493) — — Change in fair value, loss (gain) included in net loss (1) 2,090 6,159 (300) Fair value as of December 31, 2019 $ 6,684 $ 11,659 $ 100 (1) Changes in fair value of redeemable convertible preferred stock warrants, FVO Notes, and Private Warrants are included in other income (expense), net, and changes in fair value of contingent consideration are included in general and administrative expenses in the consolidated statements of operations. |
Schedule of fair value measurement inputs and valuation techniques | Expected term Expected Expected (in years) volatility Risk-free interest rate dividend rate Redeemable convertible preferred stock warrants 2 to 9 0.23% to 2.11% December 31, 2019 FVO FVO Note 1A Note 2 (1) Initial principal value $ 2,500 $ 3,000 Value upon maturity $ 6,682 $ 6,602 Conversion price (per share) $ 6.39 N/A Value of Series B redeemable convertible preferred share $ 14.12 N/A Value of common stock N/A N/A Expected term (years) 2 N/A Volatility 39 % N/A Risk free rate 1.58 % N/A Estimated fair value of FVO Note $ 5,079 $ 6,580 |
Property, Equipment, and Soft_2
Property, Equipment, and Software (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Equipment, and Software | ||
Schedule of property, equipment, and software net | March 31, December 31, 2021 2020 Software and computer equipment $ 1,544 $ 1,381 Furniture, office equipment, and other 1,538 567 Internally developed software 11,369 10,741 Leasehold improvements 1,112 1,112 15,563 13,801 Less: Accumulated depreciation and amortization (10,235) (9,208) Property, equipment, and software, net $ 5,328 $ 4,593 | December 31, December 31, 2020 2019 Software and computer equipment $ 1,381 $ 1,392 Furniture, office equipment, and other 567 387 Internally developed software 10,741 10,601 Leasehold improvements 1,112 1,295 13,801 13,675 Less: Accumulated depreciation and amortization (9,208) (7,017) Property, equipment, and software, net $ 4,593 $ 6,658 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets and Goodwill | ||
Schedule of intangible assets | Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 8.0 $ 10,790 $ (2,593) $ 8,197 Acquired technology 6.0 16,295 (6,211) 10,084 Trademarks and tradenames 11.0 5,263 (1,052) 4,211 Non-compete agreements 2.0 280 (57) 223 Total intangible assets $ 32,628 $ (9,913) $ 22,715 Intangible assets consist of the following, as of December 31, 2020: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 | Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 9.0 $ 5,450 $ (1,591) $ 3,859 Acquired technology 4.0 8,546 (4,272) 4,274 Trademarks and tradenames 7.0 2,290 (591) 1,699 Total intangible assets $ 16,286 $ (6,454) $ 9,832 |
Summary of changes in the carrying amount of goodwill | Goodwill Balance as of December 31, 2020 $ 28,289 Acquisitions 21,831 Balance as of March 31, 2021 $ 50,120 | Goodwill Balance as of January 1, 2019 $ 21,305 Acquisitions 916 Divestitures (3,657) Purchase price adjustment (290) Balance as of December 31, 2019 $ 18,274 Acquisitions 10,176 Divestitures (161) Balance as of December 31, 2020 $ 28,289 |
Schedule of Estimated intangibles amortization expense | Estimated Amortization Expense 2021 $ 3,873 2022 2,989 2023 2,659 2024 1,617 2025 1,169 Thereafter 3,654 $ 15,961 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt | ||
Schedule of debt | Debt Unaccreted Issuance Carrying Principal Discount Costs Value 1.0% promissory notes, due 2022 $ 10,343 $ — $ — $ 10,343 8.55% term loan, due 2024 42,145 (2,867) — 39,278 Other notes 600 (117) — 483 $ 53,088 $ (2,984) $ — $ 50,104 | At December 31, 2020, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 1.0% promissory notes, due 2022 $ 8,317 $ — $ — $ 8,317 11.05% term loan, due 2024 41,764 (2,686) (29) 39,049 Other notes 750 (133) — 617 $ 50,831 $ (2,819) $ (29) $ 47,983 At December 31, 2019, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 10% convertible promissory notes, due on demand $ 7,324 $ (36) $ — $ 7,288 6% promissory note, due 2020 185 — — 185 2.55% promissory notes, due 2020 1,100 (41) — 1,059 3.5% convertible promissory notes, due 2022 1,689 (313) — 1,376 9.0% term loan, due 2023 40,500 (528) (689) 39,283 3% promissory note (25% default), due 2024 3,000 (2,906) (57) 37 Other notes 233 — — 233 $ 54,031 $ (3,824) $ (746) $ 49,461 Fair Principal Value 10% convertible notes recorded at fair value $ 5,500 $ 11,659 |
Schedule of minimum principal payment commitments | Minimum principal payment commitments as of December 31, 2020, are as follows: Principal Payments 2021 $ 4,799 2022 12,234 2023 20,346 2024 13,302 2025 150 Thereafter — $ 50,831 |
Equity and Warrants (Tables)
Equity and Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity and Warrants | ||
Summary of fully diluted capital structure | The following table summarizes our fully diluted capital structure at March 31, 2021: Issued and outstanding common shares 87,355,733 Earnout common shares (Note 1 and Note 8) 4,099,999 Total common shares issued and outstanding 91,455,732 Common shares reserved for future issuance: Public warrants 537,377 Private warrants 5,700,000 Common stock options outstanding - 2012 Equity Plan 6,199,325 Restricted stock units (Note 8) 1,282,327 2020 Equity Plan pool reserved for future issuance (Note 8) 11,005,115 Total shares of common stock outstanding and reserved for future issuance 116,179,876 | The following table summarizes our fully diluted capital structure at December 31, 2020: Issued and outstanding common shares 75,519,151 Earnout common shares (Note 1A and Note 8) 6,150,000 Total common shares issued and outstanding 81,669,151 Common shares reserved for future issuance: Public warrants 8,625,000 Private warrants 5,700,000 Common stock options outstanding - 2012 Equity Plan (Note 8) 6,414,611 Restricted stock units (Note 8) 2,415,140 Restricted stock awards (Note 8) 166,762 2020 Equity Plan pool reserved for future issuance (Note 8) 11,137,824 Total shares of common stock outstanding and reserved for future issuance 116,128,488 |
Schedule of warrant activity | Redeemable Convertible Preferred Stock Common Stock Weighted- Weighted- Average Average Number of Exercise Number of Exercise Warrants Price Warrants Price Balances as of January 1, 2020 965,157 $ 4.39 2,095,074 $ 2.02 Warrants granted 209,384 5.62 73,538 1.77 Warrants exercised — — — — Warrants cancelled (1,174,541) 4.60 (2,168,612) 2.02 Balances as of December 31, 2020 — $ — $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | ||
Schedule of stock-based compensation expense | Three months ended March 31, 2021 2020 Secondary market transaction $ 1,933 $ — Employee earnout restricted stock 12,373 — Employee awards 2,529 672 Total operating expenses $ 16,835 $ 672 | 2020 (as restated) 2019 Secondary market transaction $ 1,616 $ 33,232 Employee awards 9,680 2,740 Total operating expenses $ 11,296 $ 35,972 |
Schedule of stock option activity | Weighted- Weighted- Average Number of Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Balances as of January 1, 2020 7,428,682 $ 2.21 7.3 277 Options granted 2,202,417 4.23 Options exercised (439,754) 2.02 Options forfeited (323,840) 2.36 Options canceled or expired (2,452,894) 2.41 Balances as of December 31, 2020 6,414,611 $ 2.85 $ 73,260 Exercisable at December 31, 2020 3,472,595 $ 2.30 $ 73,260 | |
Schedule of fair value of assumptions | 2020 2019 Risk-free interest rate 0.3 – 0.6 % 1.6 – 1.9 % Expected term (years) 5 – 6 3 – 6 Dividend yield — — Volatility 59 – 60 % 46 – 51 % | |
Schedule of restricted stock activity | Number of Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2020 — $ — Granted 2,450,718 3.69 Canceled (35,578) 3.44 Balances as of December 31, 2020 2,415,140 $ 3.64 | |
Summary of the activity of restricted stock awards | Number of Restricted Stock Awards Balances as of January 1, 2020 472,141 Shares granted — Shares vested (305,379) Shares forfeited — Balances as of December 31, 2020 166,762 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combinations | ||
Schedule of estimated fair value of the assets acquired and liabilities assumed for business combinations | Weighted Average Useful Life (in years) January 12, 2021 Acquisition Other Acquisitions Total Purchase consideration: Cash $ 20,169 $ 4,000 $ 24,169 Issuance of common stock — 1,169 1,169 Contingent consideration 1,410 327 1,737 Total purchase consideration: $ 21,579 $ 5,496 $ 27,075 Assets: Cash and cash equivalents $ 1,035 $ 252 $ 1,287 Current assets 4,939 413 5,352 Property and equipment 996 — 996 Intangible assets: Customer relationships 1,650 700 2,350 Acquired technology 3,525 600 4,125 Trademarks and tradenames 1,225 350 1,575 Non-competition agreements 40 15 55 Goodwill 18,262 3,569 21,831 Total assets acquired 31,672 5,899 37,571 Current liabilities (8,067) (22) (8,089) Long term liabilities (2,026) — (2,026) Deferred tax liabilities, net — (381) (381) Net assets acquired $ 21,579 $ 5,496 $ 27,075 | Weighted Average Useful Life (in years) July 23, 2020 Acquisition December 31, 2020 Acquisition Other Acquisitions Total Purchase consideration: Cash $ 2,000 $ 6,003 $ 325 $ 8,328 Issuance of common stock 1,790 4,711 358 6,859 Deferred acquisition consideration — — 80 80 Notes payable — — 607 607 Contingent consideration — 1,749 — 1,749 Total purchase consideration: $ 3,790 $ 12,463 $ 1,370 $ 17,623 Assets: Cash and cash equivalents $ 382 $ 119 $ 36 $ 537 Current assets 554 212 7 773 Property and equipment 212 44 2 258 Intangible assets: Customer relationships 740 2,400 — 3,140 Acquired technology 470 3,700 300 4,470 Trademarks and tradenames 670 600 240 1,510 Non-competition agreements 70 155 — 225 Goodwill 1,576 7,242 1,358 10,176 Total assets acquired 4,674 14,472 1,943 21,089 Current liabilities (884) (322) (527) (1,733) Deferred tax liabilities, net — (1,687) (46) (1,733) Net assets acquired $ 3,790 $ 12,463 $ 1,370 $ 17,623 |
Summary of estimated unaudited pro forma consolidated financial information | March 31, March 31, 2021 2020 Revenue $ 27,504 $ 20,974 Net loss $ (65,570) $ (21,264) |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Basic and Diluted Net Loss Per Share | ||
Schedule of earnings per share, basic and diluted | Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (65,101) $ (18,367) Denominator: Shares used in computing net loss attributable per share to common stockholders, basic and diluted 85,331,575 34,965,300 Net loss attributable per share to common stockholders: Basic and diluted $ (0.76) $ (0.53) | 2020 (as restated) 2019 Numerator: Net loss $ (54,032) $ (103,319) Induced conversion of preferred stock (17,284) — Net loss attributable to common stockholders, basic $ (71,316) $ (103,319) Add: gain on warrant fair value (2,427) — Adjusted net loss for diluted loss per share $ (73,743) $ (103,319) Denominator: Shares used in computing net loss attributable per share to common stockholders, basic 36,344,234 31,170,351 Shares used in computing net loss attributable per share to common stockholders, diluted 36,374,215 31,170,351 Net loss attributable per share to common stockholders: Basic $ (1.96) $ (3.31) Diluted $ (2.03) $ (3.31) |
Schedule of antidilutive securities excluded from computation of earnings per share | 2021 2020 Stock options 6,199,325 6,918,406 Restricted stock units and awards 1,282,327 96,550 Legacy Porch warrants — 3,134,068 Public and private warrants 6,237,377 — Earnout shares 4,099,999 — Convertible debt — 1,034,760 | 2020 2019 Stock options 6,414,611 7,428,682 Restricted stock units and awards 2,581,902 495,633 Legacy Porch warrants — 3,060,530 Public warrants 8,625,000 — Earnout shares 6,150,000 — Convertible debt — 1,734,264 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Merger (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2020trancheD$ / sharesshares | Jul. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Jul. 29, 2020shares |
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Trust fund | $ | $ 222,948 | $ 196,046 | $ 4,179 | |||
Common stock, shares outstanding | shares | 21,562,100 | 91,455,732 | 81,669,151 | 34,197,822 | ||
Common stock, shares issued | shares | 91,455,732 | 81,669,151 | 34,197,822 | 21,562,100 | ||
Vesting percentage | 25.00% | 25.00% | ||||
Earn out shares issued | shares | 150,000 | |||||
Earnout liability Assumed | $ | $ 50,238 | |||||
Transaction costs | $ | $ 30,800 | |||||
Acquisition related costs | $ | 3,800 | |||||
Merger transaction cost | $ | 5,600 | |||||
Contributed capital | $ | 239,700 | |||||
Payment of capital distribution | $ | $ 50,400 | |||||
Private warrants liability | $ | $ 47,444 | 31,534 | ||||
Impairment loss | $ | 0 | $ 0 | ||||
Cash balance at bank | $ | 206,000 | |||||
Percentage of shares held by pre closing holders | 55.00% | 55.00% | ||||
Additional share issued | shares | 1,580,000 | |||||
Fair value of additional share issued | $ | $ 23,300 | |||||
Fair value of earn out shares | $ | 1,900 | |||||
Eligibility amount | $ | $ 27,000 | |||||
Additional Offering, PIPE Investors | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Common stock, shares issued | shares | 15,000,000 | |||||
Shares issued Price (Per share) | $ / shares | $ 10 | |||||
Net proceeds | $ | $ 141,800 | |||||
Direct offering costs | $ | 8,200 | |||||
Earnout shares | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Shares issued (shares) | shares | 6,000,000 | |||||
Vesting percentage | 33.33% | |||||
Number of tranches | tranche | 3 | |||||
Threshold trading days | D | 20 | |||||
Threshold consecutive trading days | D | 30 | |||||
Threshold period | 36 months | |||||
Earnout shares | Common stock is greater than or equal to $18.00 | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Threshold closing price of common stock | $ / shares | $ 18 | |||||
Earnout shares | Common stock is greater than or equal to $20.00 | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Threshold closing price of common stock | $ / shares | 20 | |||||
Earnout shares | Common stock is greater than or equal to $22.00 | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Threshold closing price of common stock | $ / shares | $ 22 | |||||
Private Warrants | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Private warrants liability | $ | 34,000 | |||||
PropTech Acquisition Corporation | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Working capital | $ | 600 | |||||
Payment of Liabilities | $ | 4,300 | |||||
Proceeds available for use | $ | 305,100 | |||||
Payment of capital distribution | $ | 30,000 | |||||
Net assets | $ | 275,100 | $ 275,100 | ||||
PropTech Acquisition Corporation | Original public offering | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Working capital | $ | $ 6,000 | |||||
Merger Agreement | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Shares Redeemed | shares | 400 | |||||
Redemption price (per share) | $ / shares | $ 10.04 | |||||
Trust fund | $ | $ 173,100 | |||||
Common stock, shares outstanding | shares | 17,249,600 | |||||
Shares converted | shares | 4,312,500 | 4,312,500 | ||||
Shares conversion ratio | 1 | 1 | ||||
Class of warrant or right, outstanding | shares | 14,325,000 | |||||
Shares issued on conversion | shares | 184,652 | |||||
Warrants canceled | shares | 3,116,003 | |||||
Issued for cancellation of warrants | shares | 5,126,128 | |||||
Common stock issued on extinguishment of stock options | shares | 2,533,016 | |||||
Shares issued value in merger | $ | $ 30,000 | |||||
Shares issued shares in merger | shares | 83,559,663 | |||||
Earn out shares issued | shares | 5,000,000 | |||||
Eligibility amount | $ | $ 27,000 | |||||
Number of single share price | $ / shares | $ 1 | |||||
Share price per share | $ / shares | $ 11.50 | |||||
Number of days for determining share price commencement | 30 days | |||||
Merger Agreement | CEO | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Shares issued shares in merger | shares | 1,000,000 | |||||
Merger Agreement | Common stock warrants | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Class of warrant or right, outstanding | shares | 14,235,000 | |||||
Issued for cancellation of warrants | shares | 4,472,695 | |||||
Merger Agreement | Private Warrants | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Class of warrant or right, outstanding | shares | 5,700,000 | 5,700,000 | ||||
Merger Agreement | Public Warrants | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Class of warrant or right, outstanding | shares | 8,625,000 | 8,625,000 | ||||
Merger Agreement | Preferred stock | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Shares converted | shares | 52,251,876 | |||||
Shares issued on conversion | shares | 52,207,029 | |||||
Common stock issued on extinguishment of stock options | shares | 2,316,280 | |||||
Merger Agreement | PropTech Acquisition Corporation | ||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||
Shares issued (shares) | shares | 36,264,984 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Minimum cash balance required by lender | $ 3,000 | $ 3,000 | $ 3,000 | |
Loan proceeds related to the Paycheck Protection Program Loan | 10,435 | 8,407 | ||
Allowance for uncollectible receivables | 242 | 249 | 188 | |
Losses due to impairment of long-lived assets | 611 | 1,051 | ||
Advertising costs | 2,242 | 3,716 | ||
Income tax (benefit) expense | $ (350) | $ 21 | $ (1,689) | $ 96 |
Effective income tax rate | 0.53% | (0.11%) | 3.00% | 0.10% |
U.S. federal statutory tax rate | 21.00% | 21.00% | ||
ASU 2016 02 | Impacts of adoption | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right of use asset | $ 2,500 | |||
Lease liabilities | $ 2,500 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Cash and cash equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Description of Business and Summary of Significant Accounting Policies | |||||
Cash and cash equivalents | $ 222,948 | $ 196,046 | $ 4,179 | ||
Restricted cash - current | 10,435 | 11,407 | |||
Restricted Cash, Noncurrent | 3,000 | ||||
Cash, cash equivalents and restricted cash | $ 233,383 | $ 207,453 | $ 2,821 | $ 7,179 | $ 7,236 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Other income (expense), net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Description of Business and Summary of Significant Accounting Policies | ||||
Loss on remeasurement of debt (Note 3) | $ (454) | |||
Loss on remeasurement of legacy preferred stock warrant liability | (1,079) | |||
Loss on extinguishment of debt, net | (247) | $ 5,748 | $ (483) | |
Other, net | $ 83 | 30 | ||
Other, net | (94) | (274) | ||
Other income (expense), net | $ 83 | $ (1,874) | 1,244 | (7,967) |
Gain on settlement of accounts payable | $ 796 | $ 735 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 26,742 | $ 15,074 | $ 72,299 | $ 77,595 |
Referral network revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11,024 | 9,128 | 53,048 | 49,449 |
Managed services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,644 | 4,135 | 11,579 | 21,888 |
Software subscription revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 7,672 | $ 6,258 | ||
Software and service subscription revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 11,074 | $ 1,811 | ||
Moving Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Total Revenue | 82.00% | 51.00% | 69.00% | 47.00% |
Post Move Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Total Revenue | 18.00% | 49.00% | 31.00% | 53.00% |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Change in Contract with Customer, Asset [Abstract] | ||
Balance at December 31, 2020 | $ 3,529 | $ 0 |
Estimated lifetime value of insurance policies sold by carriers | 1,805 | 4,313 |
Cash receipts | (435) | (784) |
Balance at March 31, 2021 | 4,899 | 3,529 |
Contract assets | 4,899 | 3,529 |
Long-term accounts receivable | 4,748 | 3,365 |
Accounts Receivable Current | ||
Change in Contract with Customer, Asset [Abstract] | ||
Balance at December 31, 2020 | 164 | |
Balance at March 31, 2021 | 151 | 164 |
Contract assets | $ 151 | $ 164 |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenue - Expected Timing Of Satisfaction Period (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 0 | $ 4,334 | $ 2,540 | $ 18,336 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 2,026 | $ 2,664 | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 396 | $ 529 | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | 24 months |
Revenue - Disaggregation of R_3
Revenue - Disaggregation of Revenue - Contract Liabilities Refundable Customer Deposits (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in Contract with Customer, Liability | ||||
Beginning balance | $ 5,208 | |||
Additions to contract liabilities | 407 | |||
Contract liabilities transferred to revenue | (1,769) | |||
Impact of acquisitions | 500 | |||
Ending balance | 4,346 | $ 5,208 | ||
Refundable Customer Deposits | ||||
Change in Contract with Customer, Liability | ||||
Beginning balance | 3,193 | 6,274 | $ 0 | |
Additions to contract liabilities - prepayment | $ 7,000 | 7,000 | ||
Additions to contract liabilities - significant financing component interest | 66 | 440 | 152 | |
Contract liabilities transferred to revenue | (837) | (3,521) | (878) | |
Ending balance | 2,422 | 3,193 | 6,274 | |
ASC 606 | ||||
Change in Contract with Customer, Liability | ||||
Beginning balance | $ 5,208 | 3,333 | 4,553 | |
Additions to contract liabilities | 6,602 | 6,686 | ||
Adoption of ASC 606 | (940) | |||
Contract liabilities transferred to revenue | (4,923) | (7,490) | ||
Impact of acquisitions | 196 | 670 | ||
Impact of divestitures | (146) | |||
Ending balance | $ 5,208 | $ 3,333 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value Measurements of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | $ 93,506 | $ 85,321 | $ 18,443 |
Contingent consideration - business combination | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 2,869 | 3,549 | |
Contingent consideration - earnout | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 43,193 | 50,238 | |
Private warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 47,444 | 31,534 | |
Redeemable convertible preferred stock warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 6,684 | ||
FVO notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 11,659 | ||
Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 100 | ||
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 93,506 | 85,321 | 18,443 |
Level 3 | Contingent consideration - business combination | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 2,869 | 3,549 | |
Level 3 | Contingent consideration - earnout | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 43,193 | 50,238 | |
Level 3 | Private warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | $ 47,444 | $ 31,534 | |
Level 3 | Redeemable convertible preferred stock warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 6,684 | ||
Level 3 | FVO notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | 11,659 | ||
Level 3 | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value disclosure | $ 100 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Thousands | Mar. 31, 2021USD ($)$ / shares | Jan. 31, 2021USD ($) | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration | $ 1,596 | ||||||
Settlement of contingent consideration related to a business combination | $ 2,063 | ||||||
Discount rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 6.7 | 9 | |||||
Discount rate | Minimum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 25.7 | 9.96 | 15.26 | ||||
Discount rate | Maximum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 31.5 | 9.98 | 16.26 | ||||
Revenue volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 18 | 19 | |||||
Cost of capital | Minimum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 25.7 | ||||||
Cost of capital | Maximum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 32.5 | ||||||
Cost of capital | Weighted Average | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 21.50 | 29.50 | |||||
Current stock price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | $ / shares | 17.70 | 14.27 | |||||
Current stock price | Private warrant liability | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 17.70 | 14.27 | |||||
Strike price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | $ / shares | 20 | 20 | |||||
Exercise Price | Private warrant liability | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 11.50 | 11.50 | |||||
Volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 80 | 60 | |||||
Volatility | Minimum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 38.1 | ||||||
Volatility | Maximum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration, measurement input | 68.5 | ||||||
Volatility | Private warrant liability | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 35 | 35 | |||||
Expected term | Private warrant liability | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants term | 4 years 8 months 23 days | 4 years 11 months 23 days | |||||
Income approach | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration | $ 1,800 | ||||||
Monte Carlo simulation method | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Business combination contingent consideration | $ 1,273 | $ 1,749 | |||||
Monte Carlo simulation method | Current stock price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration earnout, measurement input | 17.70 | 14.27 | |||||
Monte Carlo simulation method | Exercise Price | Minimum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration earnout, measurement input | 20 | 18 | 18 | ||||
Monte Carlo simulation method | Exercise Price | Maximum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration earnout, measurement input | 22 | 20 | 20 | ||||
Monte Carlo simulation method | Exercise Price | Weighted Average | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration earnout, measurement input | 22 | 22 | |||||
Monte Carlo simulation method | Volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration earnout, measurement input | 75 | 60 | |||||
Monte Carlo simulation method | Forfeiture Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration earnout, measurement input | 16 | 16 |
Fair Value - Level 3 (Details)
Fair Value - Level 3 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Redeemable convertible preferred stock warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 6,684 | $ 6,684 | $ 436 | |
Additions | 1,762 | 6,651 | ||
Settlements | (11,030) | (2,493) | ||
Change in fair value, loss (gain) included in net loss | 1,214 | 2,584 | 2,090 | |
Ending balance | 7,898 | 6,684 | ||
FVO notes | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 11,659 | 11,659 | ||
Additions | 5,500 | |||
Settlements | (8,698) | |||
Change in fair value, loss (gain) included in net loss | 454 | 895 | 6,159 | |
Change in fair value, (gain) included in other comprehensive income | (3,856) | |||
Gain on extinguishment of debt | (3,856) | |||
Ending balance | 8,257 | 11,659 | ||
Contingent Consideration | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 100 | 100 | 400 | |
Change in fair value, loss (gain) included in net loss | (300) | |||
Ending balance | 100 | |||
Contingent consideration - earnout | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 50,238 | |||
Additions | 50,238 | |||
Settlements | (25,815) | |||
Change in fair value, loss (gain) included in net loss | 18,770 | |||
Ending balance | 43,193 | 50,238 | ||
Contingent consideration - business combination | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 3,549 | 100 | 100 | |
Additions | 1,737 | 1,749 | ||
Settlements | (2,062) | |||
Change in fair value, loss (gain) included in net loss | (355) | (80) | 1,700 | |
Ending balance | 2,869 | $ 20 | 3,549 | $ 100 |
Private warrant liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 31,534 | |||
Change in fair value, loss (gain) included in net loss | 15,910 | |||
Ending balance | $ 47,444 | $ 31,534 |
Property, Equipment, and Soft_3
Property, Equipment, and Software (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | $ 15,563 | $ 13,801 | $ 13,675 | |
Less: Accumulated depreciation and amortization | (10,235) | (9,208) | (7,017) | |
Property, equipment, and software, net | 5,328 | 4,593 | 6,658 | |
Depreciation and amortization | 2,463 | $ 1,789 | 6,644 | 7,377 |
Software and computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | 1,544 | 1,381 | 1,392 | |
Furniture, office equipment and other | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | 1,538 | 567 | 387 | |
Internally developed software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | 11,369 | 10,741 | 10,601 | |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | 1,112 | 1,112 | 1,295 | |
Property equipment software | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,123 | $ 982 | $ 3,786 | $ 3,680 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets and Goodwill | ||||
Intangible Assets, gross | $ 32,628 | $ 24,523 | $ 16,286 | |
Accumulated Amortization | (9,913) | (8,562) | (6,454) | |
Intangible Assets, Net | 22,715 | 15,961 | 9,832 | |
Aggregate amortization expense | $ 1,340 | $ 807 | $ 2,858 | $ 3,697 |
Customer relationships | ||||
Intangible Assets and Goodwill | ||||
Weighted Average Useful Life (in years) | 8 years | 7 years | 9 years | |
Intangible Assets, gross | $ 10,790 | $ 8,440 | $ 5,450 | |
Accumulated Amortization | (2,593) | (2,173) | (1,591) | |
Intangible Assets, Net | $ 8,197 | $ 6,267 | $ 3,859 | |
Acquired technology | ||||
Intangible Assets and Goodwill | ||||
Weighted Average Useful Life (in years) | 6 years | 6 years | 4 years | |
Intangible Assets, gross | $ 16,295 | $ 12,170 | $ 8,546 | |
Accumulated Amortization | (6,211) | (5,481) | (4,272) | |
Intangible Assets, Net | $ 10,084 | $ 6,689 | $ 4,274 | |
Trademarks and tradenames | ||||
Intangible Assets and Goodwill | ||||
Weighted Average Useful Life (in years) | 11 years | 9 years | 7 years | |
Intangible Assets, gross | $ 5,263 | $ 3,688 | $ 2,290 | |
Accumulated Amortization | (1,052) | (893) | (591) | |
Intangible Assets, Net | $ 4,211 | $ 2,795 | $ 1,699 | |
Non-competition agreements | ||||
Intangible Assets and Goodwill | ||||
Weighted Average Useful Life (in years) | 2 years | 2 years | ||
Intangible Assets, gross | $ 280 | $ 225 | ||
Accumulated Amortization | (57) | (15) | ||
Intangible Assets, Net | $ 223 | $ 210 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 28,289 | $ 18,274 | $ 21,305 |
Acquisitions | 21,831 | 10,176 | 916 |
Divestitures | (161) | (3,657) | |
Purchase price adjustment | (290) | ||
Goodwill, Ending Balance | $ 50,120 | $ 28,289 | $ 18,274 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 |
Debt | ||||
Principal | $ 53,088 | $ 50,831 | $ 54,031 | |
Unaccreted Discount | (2,984) | (2,819) | (3,824) | |
Debt Issuance Costs | (29) | (746) | ||
Carrying Value | 50,104 | 47,983 | 49,461 | |
Interest rate (stated) | 3.00% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
2021 | 4,799 | |||
2022 | 12,234 | |||
2023 | 20,346 | |||
2024 | 13,302 | |||
2025 | $ 150 | |||
10% convertible promissory notes | ||||
Debt | ||||
Principal | 7,324 | |||
Unaccreted Discount | (36) | |||
Carrying Value | 7,288 | |||
Interest rate (stated) | 10.00% | |||
6% promissory note, due 2020 | ||||
Debt | ||||
Principal | 185 | |||
Carrying Value | 185 | |||
Interest rate (stated) | 6.00% | |||
2.55% promissory notes, due 2020 | ||||
Debt | ||||
Principal | 1,100 | |||
Unaccreted Discount | (41) | |||
Carrying Value | 1,059 | |||
Interest rate (stated) | 2.55% | |||
3.5% convertible promissory note, due 2022 | ||||
Debt | ||||
Principal | 1,689 | |||
Unaccreted Discount | (313) | |||
Carrying Value | 1,376 | |||
Interest rate (stated) | 3.50% | |||
9.0% term loan, due 2023 | ||||
Debt | ||||
Principal | 40,500 | |||
Unaccreted Discount | (528) | |||
Debt Issuance Costs | (689) | |||
Carrying Value | 39,283 | |||
Interest rate (stated) | 9.00% | |||
3% promissory note, due 2024 | ||||
Debt | ||||
Principal | 3,000 | |||
Unaccreted Discount | (2,906) | |||
Debt Issuance Costs | (57) | |||
Carrying Value | 37 | |||
Interest rate (stated) | 3.00% | |||
1.0% promissory notes, due 2022 | ||||
Debt | ||||
Principal | 10,343 | $ 8,317 | ||
Carrying Value | $ 10,343 | $ 8,317 | ||
Interest rate (stated) | 1.00% | 1.00% | ||
11.05% term loan, due 2024 | ||||
Debt | ||||
Principal | $ 41,764 | |||
Unaccreted Discount | (2,686) | |||
Debt Issuance Costs | (29) | |||
Carrying Value | $ 39,049 | |||
Interest rate (stated) | 11.05% | |||
8.55% term loan, due 2024 | ||||
Debt | ||||
Principal | $ 42,145 | |||
Unaccreted Discount | (2,867) | |||
Carrying Value | $ 39,278 | |||
Interest rate (stated) | 8.55% | |||
Other notes | ||||
Debt | ||||
Principal | $ 600 | $ 750 | 233 | |
Unaccreted Discount | (117) | (133) | ||
Carrying Value | $ 483 | 617 | $ 233 | |
10% convertible notes | ||||
Debt | ||||
Principal | 5,500 | |||
Fair Value | $ 11,659 | |||
Interest rate (stated) | 10.00% |
Debt - Runway Growth Credit Fun
Debt - Runway Growth Credit Fund (Details) - USD ($) | Dec. 23, 2020 | Jul. 23, 2020 | Jan. 31, 2021 | Jul. 31, 2020 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 19, 2019 |
Debt Instrument [Line Items] | ||||||||||
Amount borrowed | $ 3,000,000 | |||||||||
Variable interest rate | 1.00% | |||||||||
Senior Secured Term Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount borrowed | $ 47,000,000 | |||||||||
Interest expenses | 749,000 | |||||||||
Repayment of loan | 37,500,000 | $ 2,500 | ||||||||
Debt Instrument, Final Payment Fees | $ 500,000 | |||||||||
Senior Secured Term Loans | Three-month LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants term | 3 months | |||||||||
Senior Secured Term Loans | Runway Growth Credit Fund, Inc. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount borrowed | $ 40,000,000 | |||||||||
Loan and Security Agreement , Runway Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expenses | $ 17,000 | |||||||||
Repayment of loan | 7,057,000 | |||||||||
Basis spread on interest rate | 8.00% | 9.05% | 8.50% | |||||||
Paid in kind interest rate | 2 | 2 | ||||||||
Calculated interest rate | 11.05% | 11.05% | 11.05% | 8.55% | ||||||
Final payment fee | $ 391,000 | |||||||||
Loan default | 5.00% | 5.00% | ||||||||
Debt Instrument, Final Payment Fees | $ 1,750,000 | $ 1,645,000 | ||||||||
Aggregate amount | $ 10,000,000 | |||||||||
Final payment fee | 3.50% | 3.50% | ||||||||
Financial covenants, Minimum cash level | $ 3,000,000 | $ 3,000,000 | ||||||||
Financial covenants, Minimum revenue | $ 15,356,000 | $ 15,356,000 | ||||||||
Financial covenants, projected revenue percentage | 70.00% | 80.00% | ||||||||
Warrants grant date fair value | $ 1,216,000 | $ 1,216,000 | ||||||||
Loan and Security Agreement , Runway Loan [Member] | Loans Repaid Prior To First Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment fees percentage | 2.00% | 2.00% | ||||||||
Loan and Security Agreement , Runway Loan [Member] | Loans Repaid Prior to Second Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment fees percentage | 1.50% | 1.50% | ||||||||
Loan and Security Agreement , Runway Loan [Member] | Loans Repaid Prior to Third Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment fees percentage | 1.00% | 1.00% | ||||||||
Loan and Security Agreement , Runway Loan [Member] | Loans Repaid Prior to Fourth Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment fees percentage | 0.50% | 0.50% | ||||||||
Loan and Security Agreement , Runway Loan [Member] | Three-month LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable interest rate | 0.55% | 0.55% |
Debt - Promissory Notes (Detail
Debt - Promissory Notes (Details) - USD ($) $ in Thousands | Jan. 12, 2021 | Dec. 23, 2020 | Jul. 23, 2020 | Dec. 19, 2019 | Mar. 14, 2017 | Dec. 31, 2020 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Nov. 01, 2018 |
Debt | ||||||||||||||
Amount borrowed | $ 3,000 | |||||||||||||
Interest rate (stated) | 3.00% | |||||||||||||
Warrants issued on conversion | 403,101 | |||||||||||||
Interest rate on the event of default | 25.00% | |||||||||||||
Proceeds from debt issuance, net of fees | $ 3,000 | $ 1,940 | $ 66,190 | $ 31,300 | ||||||||||
Amount outstanding | $ 47,983 | 47,983 | 49,461 | $ 50,104 | ||||||||||
Loans assumed | $ 398 | |||||||||||||
Variable interest rate | 1.00% | |||||||||||||
Loan Proceeds Remain outstanding, Termination of Merger [Member] | ||||||||||||||
Debt | ||||||||||||||
Amount borrowed | $ 1,100 | |||||||||||||
Interest rate (stated) | 2.55% | |||||||||||||
Amount outstanding | $ 1,077 | 1,059 | ||||||||||||
Unpaid interest | 4 | |||||||||||||
Loan Proceeds Remain outstanding, Acceleration of Loan Due To Event of Default, Termination of Merger [Member] | ||||||||||||||
Debt | ||||||||||||||
Interest rate on the event of default | 6.00% | |||||||||||||
Proceeds from debt issuance, net of fees | $ 185 | |||||||||||||
Amount outstanding | 185 | 185 | ||||||||||||
Unpaid interest | 75 | |||||||||||||
Paycheck Protection Program, Cares Act Loans [Member] | ||||||||||||||
Debt | ||||||||||||||
Interest rate (stated) | 1.00% | |||||||||||||
Proceeds from debt issuance, net of fees | $ 8,139 | |||||||||||||
Debt instrument term | 2 years | |||||||||||||
Amount outstanding | $ 8,139 | 8,139 | $ 8,317 | |||||||||||
Loans assumed | $ 2,026 | |||||||||||||
Variable interest rate | 1.00% | |||||||||||||
Paycheck Protection Program, Cares Act Loans [Member] | Maximum | ||||||||||||||
Debt | ||||||||||||||
Percentage of prepayment of PPP loan without penalty | 20.00% | |||||||||||||
Paycheck Protection Program, Cares Act Loans [Member] | Minimum | ||||||||||||||
Debt | ||||||||||||||
Percentage of prepayment of PPP loan require notice to lender | 20.00% | |||||||||||||
Twenty Twenty Promissory Notes [Member] | ||||||||||||||
Debt | ||||||||||||||
Variable interest rate | 12.00% | |||||||||||||
Repayments of debt | 10,000 | |||||||||||||
Repayment of loan | 12,063 | |||||||||||||
Adjustments to additional | 564 | |||||||||||||
Convertible debt with conversion feature | 5,772 | |||||||||||||
Unpaid interest | 2,000 | |||||||||||||
Interest amount | 63 | |||||||||||||
Loan Agreement With Cantor Fitzgerald Securities [Member] | ||||||||||||||
Debt | ||||||||||||||
Proceeds from debt issuance, net of fees | $ 5,000 | $ 10,000 | ||||||||||||
Restricted cash | $ 5,000 | |||||||||||||
Series C Redeemable Convertible Preferred Stock | ||||||||||||||
Debt | ||||||||||||||
Warrants grant date fair value | $ 300 | $ 300 | ||||||||||||
Amount outstanding | $ 37 | |||||||||||||
Repayments of debt | 3,381 | |||||||||||||
Repayment of loan | 4,424 | |||||||||||||
Unpaid interest | 1,000 | |||||||||||||
Interest amount | $ 43 | |||||||||||||
Series C Redeemable Convertible Preferred Stock | Twenty Twenty Promissory Notes [Member] | ||||||||||||||
Debt | ||||||||||||||
Amount borrowed | $ 1,000 | |||||||||||||
Warrants issued on conversion | 51,502 | |||||||||||||
Debt instrument term | 1 year |
Debt - Future receivables agree
Debt - Future receivables agreement (Details) $ in Thousands | Dec. 31, 2020USD ($) | Feb. 11, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 02, 2020 | Nov. 02, 2020USD ($)installment | Dec. 31, 2019USD ($) | Dec. 19, 2019USD ($) |
Debt Instrument [Line Items] | |||||||
Amount borrowed | $ 3,000 | ||||||
Promissory note carrying amount | $ 47,983 | $ 50,104 | $ 49,461 | ||||
Interest rate (stated) | 3.00% | ||||||
Future Receivables Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount borrowed | $ 2,000 | ||||||
Percentage of receivable agreed to be sold | 10.00% | ||||||
Promissory note | $ 2,000 | ||||||
Repayments Of Debt, Interest Amount | 700 | ||||||
Promissory note carrying amount | 0 | ||||||
Moving Services Company [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Promissory note | 150 | 150 | |||||
Promissory note carrying amount | $ 617 | $ 483 | |||||
Interest rate (stated) | 0.38% | ||||||
Promissory note initial principal balance | $ 750 | ||||||
Promissory note, number of installments | installment | 5 | ||||||
Minimum | Future Receivables Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accounts Receivable Agreed To Be Sold | 2,300 | ||||||
Maximum | Future Receivables Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accounts Receivable Agreed To Be Sold | $ 2,700 |
Equity and Warrants - Common St
Equity and Warrants - Common Stock (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity and Warrants | |||
Shares authorized | 410,000,000 | 410,000,000 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 52,575,160 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Equity and Warrants - Common Sh
Equity and Warrants - Common Shares Outstanding and Common Stock Equivalents (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Issued and outstanding common shares | 87,355,733 | 75,519,151 | ||
Earnout common shares (Note 1 and Note 8) | 4,099,999 | 6,150,000 | ||
Total common shares issued and outstanding | 91,455,732 | 81,669,151 | 21,562,100 | 34,197,822 |
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 116,179,876 | 116,128,488 | ||
Restricted stock | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 166,762 | |||
Restricted stock units | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 1,282,327 | 2,415,140 | ||
2020 Equity Plan | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 11,005,115 | 11,137,824 | ||
Employee awards | Common stock options outstanding | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 6,199,325 | |||
Public Warrants | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 537,377 | 8,625,000 | ||
Private Warrants | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance | 5,700,000 | 5,700,000 |
Equity and Warrants - Warrants
Equity and Warrants - Warrants (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2020D$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares |
Class of Stock [Line Items] | |||
Minimum share price of common stock | $ / shares | $ 18 | ||
Share price length of trading day period | D | 30 | ||
Proceeds from exercise of warrants | $ | $ 89,771 | ||
Merger Agreement | |||
Class of Stock [Line Items] | |||
Stock called by warrants | 14,325,000 | 14,325,000 | |
Single share price | $ / shares | $ 1 | ||
Share Price | $ / shares | $ 11.50 | ||
Number of days for determining share price commencement | 30 days | ||
Expiring period after merger for determining share price | 5 years | ||
Redemption price per share | $ / shares | $ 0.01 | ||
Minimum number of notice days | D | 30 | ||
Share price number of trading day period | D | 20 | ||
Share price length of trading day period | D | 30 | ||
Public Warrants | |||
Class of Stock [Line Items] | |||
Share Price | $ / shares | $ 11.50 | ||
Warrants exercise | 8,087,623 | ||
Proceeds from exercise of warrants | $ | $ 89,800 | ||
Warrant exercises receivables | $ | $ 3,200 | ||
Public Warrants | Merger Agreement | |||
Class of Stock [Line Items] | |||
Stock called by warrants | 8,625,000 | ||
Private Warrants | Merger Agreement | |||
Class of Stock [Line Items] | |||
Stock called by warrants | 5,700,000 | 5,700,000 | |
Warrants exercise | 5,700,000 | ||
Common stock warrants | |||
Class of Stock [Line Items] | |||
Conversion of common stock (In shares) | 1,705,266 | ||
Common stock warrants | Common Stock | |||
Class of Stock [Line Items] | |||
Conversion of common stock (In shares) | 1,705,266 | ||
Redeemable convertible preferred stock warrants | |||
Class of Stock [Line Items] | |||
Conversion of common stock (In shares) | 702,791 | ||
Redeemable Convertible Preferred Stock | Common Stock | |||
Class of Stock [Line Items] | |||
Conversion of common stock (In shares) | 702,791 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock-based Compensation by Plan (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | |||||
Stock based compensation expense | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 | |
Secondary market transaction | |||||
Stock-Based Compensation | |||||
Stock based compensation expense | $ 1,616 | 1,933 | 1,616 | 33,232 | |
Employee earnout restricted stock | |||||
Stock-Based Compensation | |||||
Stock based compensation expense | 12,373 | ||||
Employee awards | |||||
Stock-Based Compensation | |||||
Stock based compensation expense | $ 2,529 | $ 672 | $ 9,680 | $ 2,740 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020USD ($)shares | Jul. 31, 2019USD ($)itemshares | May 31, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Stock-Based Compensation | |||||||
Purchase of common stock | 0.4697 | ||||||
Percentage of aggregate number of shares | 5.00% | 5.00% | |||||
Stock based compensation expense | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 | |||
Options outstanding | shares | 6,414,611 | 6,414,611 | 7,428,682 | ||||
Shares reserved for issuance | shares | 11,137,824 | 11,005,115 | 11,137,824 | ||||
Vesting percentage | 25.00% | 25.00% | |||||
Maximum | |||||||
Stock-Based Compensation | |||||||
Vesting period | 3 years | 3 years | |||||
Expiration period | 10 years | 10 years | |||||
Cancellation Period after termination of employment | 3 months | 3 months | |||||
General and administrative | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 12,435 | $ 223 | $ 4,145 | $ 34,739 | |||
Executives | Redeemable Convertible Preferred Stock | |||||||
Stock-Based Compensation | |||||||
Temporary equity, shares issued discount to fair value | item | 11 | ||||||
Restricted stock units | |||||||
Stock-Based Compensation | |||||||
Shares granted | shares | 132,709 | 2,450,718 | |||||
Secondary market transaction | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 1,616 | $ 1,933 | $ 1,616 | 33,232 | |||
Secondary market transaction | General and administrative | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 33,232 | $ 33,232 | |||||
Secondary market transaction | Redeemable Convertible Preferred Stock | |||||||
Stock-Based Compensation | |||||||
Temporary equity repurchased, shares | shares | 901,940 | 7,559,047 | |||||
Temporary equity repurchased, value | $ 4,023 | ||||||
Temporary equity repurchase price | $ / shares | $ 0.53 | ||||||
Temporary equity, shares issued discount to fair value | $ 2,553 | ||||||
Secondary market transaction | Employees | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | 927 | ||||||
Secondary market transaction | Former Employees | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 689 |
Stock-Based Compensation - Payr
Stock-Based Compensation - Payroll Reduction Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for issuance | 11,137,824 | 11,005,115 | 11,137,824 | 11,137,824 | ||
Stock based compensation expense | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 | ||
Cost not recognized | $ 5,245 | $ 5,245 | $ 5,245 | |||
Restricted stock units | ||||||
Number of Restricted Stock Awards | ||||||
Beginning Balance | 2,415,140 | |||||
Canceled | (35,578) | |||||
Ending Balance | 2,415,140 | 2,415,140 | 2,415,140 | |||
Weighted Average Fair Value | ||||||
Beginning balance | $ 3.64 | |||||
Granted | $ 3.69 | |||||
Canceled | 3.44 | |||||
Ending balance | $ 3.64 | $ 3.64 | $ 3.64 | |||
Employee awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 2,529 | $ 672 | $ 9,680 | $ 2,740 | ||
Employee awards | Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reduced cash payroll costs | $ 3,979 | |||||
Shares reserved for issuance | 2,356,045 | 2,356,045 | 2,356,045 | |||
Shares issued | 2,356,045 | |||||
Stock based compensation expense | $ 6,506 | 1,105 | $ 6,506 | |||
Cost not recognized | $ 1,605 | $ 500 | $ 1,605 | $ 1,605 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Earnout RSUs and CEO Earnout RSUs (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2020trancheD$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | 25.00% | |||
Stock based compensation expense | $ | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 | |
Cost not recognized | $ | 5,245 | ||||
CEO and Founder | Employee earnout restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued | shares | 1,000,000 | ||||
Vesting percentage | 33.33% | ||||
Threshold trading days | D | 20 | ||||
Threshold consecutive trading days | D | 30 | ||||
Threshold period | 36 months | ||||
Vesting period | 1 year | ||||
Average grant date fair value | $ 12.08 | ||||
Stock based compensation expense | $ | 6,228 | ||||
Cost not recognized | $ | $ 5,526 | ||||
Shares vested | shares | 333,333 | ||||
CEO and Founder | Employee earnout restricted stock | Common stock is greater than or equal to $18.00 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold closing price of common stock | 18 | ||||
CEO and Founder | Employee earnout restricted stock | Common stock is greater than or equal to $20.00 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold closing price of common stock | 20 | ||||
CEO and Founder | Employee earnout restricted stock | Common stock is greater than or equal to $22.00 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold closing price of common stock | $ 22 | ||||
Employee awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ | $ 2,529 | $ 672 | 9,680 | $ 2,740 | |
Employee awards | Employees | Employee earnout restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued | shares | 1,003,317 | ||||
Vesting percentage | 33.33% | ||||
Number of tranches | tranche | 3 | ||||
Threshold trading days | D | 20 | ||||
Threshold consecutive trading days | D | 30 | ||||
Threshold period | 36 months | ||||
Vesting period | 1 year | ||||
Average grant date fair value | $ 12.08 | $ 16.78 | |||
Stock based compensation expense | $ | $ 6,153 | $ 314 | |||
Cost not recognized | $ | $ 5,476 | ||||
Shares forfeited | shares | 19,838 | ||||
Shares granted | shares | 3,918 | ||||
Vesting of earnout shares (in shares) | shares | 329,132 | ||||
Employee awards | Employees | Employee earnout restricted stock | Common stock is greater than or equal to $18.00 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 33.33% | ||||
Threshold closing price of common stock | $ 18 | ||||
Employee awards | Employees | Employee earnout restricted stock | Common stock is greater than or equal to $20.00 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold closing price of common stock | 20 | ||||
Employee awards | Employees | Employee earnout restricted stock | Common stock is greater than or equal to $22.00 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold closing price of common stock | $ 22 |
Business Combinations - Total c
Business Combinations - Total consideration and the estimated fair value of the assets acquired and liabilities assumed (Details) $ in Thousands | Jan. 12, 2021USD ($) | Mar. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Jul. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Combinations | ||||||
Aggregate transaction costs for business acquisitions | $ 30,800 | |||||
Number of business combination transactions | item | 2 | |||||
Intangible assets: | ||||||
Goodwill | $ 50,120 | $ 28,289 | $ 18,274 | $ 21,305 | ||
Customer relationships | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 9 years | 5 years | ||||
Acquired technology | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 4 years | 9 years | ||||
Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 14 years | 13 years | ||||
Non-competition agreements | ||||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 2 years | 2 years | ||||
January 12,2021 Acquisition | ||||||
Purchase consideration: | ||||||
Cash | $ 20,169 | |||||
Contingent consideration | 1,410 | |||||
Total purchase consideration: | 21,579 | |||||
Assets: | ||||||
Cash and cash equivalents | 1,035 | |||||
Current assets | 4,939 | |||||
Property and equipment | $ 996 | |||||
Intangible assets: | ||||||
Weighted Average Useful Life (in years) | 7 years 7 months 6 days | |||||
Goodwill | $ 18,262 | |||||
Total assets acquired | 31,672 | |||||
Current liabilities | (8,067) | |||||
Long-term liabilities | (2,026) | |||||
Net assets acquired | 21,579 | |||||
January 12,2021 Acquisition | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets | 1,650 | |||||
January 12,2021 Acquisition | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets | 3,525 | |||||
January 12,2021 Acquisition | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets | 1,225 | |||||
January 12,2021 Acquisition | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets | $ 40 | |||||
Other Acquisitions | ||||||
Purchase consideration: | ||||||
Cash | $ 4,000 | $ 325 | ||||
Issuance of common stock | 1,169 | 358 | ||||
Contingent consideration | 327 | |||||
Total purchase consideration: | 5,496 | 1,370 | ||||
Assets: | ||||||
Cash and cash equivalents | 252 | 36 | ||||
Current assets | 413 | |||||
Property and equipment | 2 | |||||
Intangible assets: | ||||||
Goodwill | 3,569 | 1,358 | ||||
Total assets acquired | 5,899 | 1,943 | ||||
Current liabilities | (22) | (527) | ||||
Deferred tax liabilities, net | (381) | (46) | ||||
Net assets acquired | 5,496 | |||||
Other Acquisitions | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets | 700 | |||||
Other Acquisitions | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets | 600 | 300 | ||||
Other Acquisitions | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets | 350 | 240 | ||||
Other Acquisitions | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets | 15 | |||||
Total Acquisition | ||||||
Purchase consideration: | ||||||
Cash | 24,169 | 8,328 | ||||
Issuance of common stock | 1,169 | 6,859 | ||||
Contingent consideration | 1,737 | |||||
Total purchase consideration: | 27,075 | 17,623 | ||||
Assets: | ||||||
Cash and cash equivalents | 1,287 | 537 | ||||
Current assets | 5,352 | |||||
Property and equipment | 996 | 258 | ||||
Intangible assets: | ||||||
Goodwill | 21,831 | 10,176 | ||||
Total assets acquired | 37,571 | 21,089 | ||||
Current liabilities | (8,089) | (1,733) | ||||
Long-term liabilities | (2,026) | |||||
Deferred tax liabilities, net | (381) | (1,733) | ||||
Net assets acquired | 27,075 | |||||
Total Acquisition | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets | 2,350 | 3,140 | ||||
Total Acquisition | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets | 4,125 | 4,470 | ||||
Total Acquisition | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets | 1,575 | 1,510 | ||||
Total Acquisition | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets | $ 55 | $ 225 |
Business Combinations - Acquisi
Business Combinations - Acquisitions (Details) - USD ($) $ in Thousands | Jan. 12, 2021 | Jul. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combinations | ||||||
Contingent consideration | $ 1,596 | |||||
Acquisition related costs | $ 3,800 | |||||
Aggregate transaction costs for business acquisitions | $ 30,800 | |||||
General and administrative | ||||||
Business Combinations | ||||||
Acquisition related costs | 401 | $ 247 | $ 123 | |||
January 12,2021 Acquisition | ||||||
Business Combinations | ||||||
Cash paid in business acquisition | $ 20,169 | |||||
Contingent consideration | $ 1,410 | |||||
Contingent consideration earnout period | 2 years | |||||
Net assets acquired | $ 21,579 | |||||
Weighted-average amortization period | 7 years 7 months 6 days | |||||
Revenue | 5,580 | |||||
Net loss | 575 | |||||
Unaudited Pro Forma Consolidated Financial Information | ||||||
Revenue | 27,504 | $ 20,974 | ||||
Net loss | (65,570) | $ (21,264) | ||||
January 12,2021 Acquisition | General and administrative | ||||||
Business Combinations | ||||||
Acquisition related costs | 274 | |||||
Other Acquisitions | ||||||
Business Combinations | ||||||
Cash paid in business acquisition | 4,000 | $ 325 | ||||
Net assets acquired | 5,496 | |||||
Other Acquisitions | General and administrative | ||||||
Business Combinations | ||||||
Acquisition related costs | $ 126 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||
Net loss | $ (65,101) | $ (18,367) | $ (54,032) | $ (103,319) |
Induced conversion of preferred stock | (17,284) | |||
Net loss attributable to common stockholders | $ (71,316) | $ (103,319) | ||
Denominator: | ||||
Shares used in computing net loss attributable per share to common stockholders, basic and diluted | 85,331,575 | 34,965,300 | ||
Net loss attributable per share to common stockholders: | ||||
Basic and diluted | $ (0.76) | $ (0.53) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Computation of diluted net loss per antidilutive (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options | ||||
Basic and Diluted Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 6,199,325 | 6,918,406 | 6,414,611 | 7,428,682 |
Restricted stock units and awards | ||||
Basic and Diluted Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,282,327 | 96,550 | 2,581,902 | 495,633 |
Legacy Porch warrants | ||||
Basic and Diluted Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,134,068 | 3,060,530 | ||
Public and private warrants | ||||
Basic and Diluted Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 6,237,377 | |||
Earnout shares | ||||
Basic and Diluted Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,099,999 | 6,150,000 | ||
Convertible debt | ||||
Basic and Diluted Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,034,760 | 1,734,264 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 05, 2021USD ($)D$ / sharesshares | Jan. 13, 2021USD ($)D$ / sharesshares | Jan. 12, 2021USD ($)shares | Apr. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Apr. 16, 2021$ / shares | Dec. 31, 2020shares |
Subsequent Events | |||||||
Shares reserved for issuance | shares | 11,005,115 | 11,137,824 | |||||
Proceeds from exercise of warrants | $ 89,771,000 | ||||||
Public Warrants | |||||||
Subsequent Events | |||||||
Warrants exercise | shares | 8,087,623 | ||||||
Share price | $ / shares | $ 11.50 | ||||||
Proceeds from exercise of warrants | $ 89,800,000 | ||||||
Subsequent Events | Public Warrants | |||||||
Subsequent Events | |||||||
Warrants exercise | shares | 2,935,753 | ||||||
Share price | $ / shares | $ 11.50 | ||||||
Proceeds from exercise of warrants | $ 33,800,000 | ||||||
Redemption price per share | $ / shares | $ 0.01 | ||||||
Subsequent Events | Homeowners of America Holding Corporation | |||||||
Subsequent Events | |||||||
Aggregate consideration paid | $ 106,242,000 | $ 100,000 | |||||
Cash paid in business acquisition | 83,469,000 | ||||||
Issuance of common stock | $ 22,773,000 | $ 25,000 | |||||
Additional shares of common stock | shares | 500,000 | 500,000 | |||||
Trading price | $ / shares | $ 22.50 | $ 22.50 | |||||
Number of trading days | D | 20 | 20 | |||||
Number of consecutive trading days | D | 30 | 30 | |||||
Number of years for the additional shares issuable on the basis of trading price | 2 years | 2 years | |||||
Shares reserved for issuance amount | $ 510,000 | $ 510,000 | |||||
Shares reserved for issuance | shares | 100,000 | 100,000 | |||||
Subsequent Events | DataMentors Holdings, LLC d/b/a V12 Data | |||||||
Subsequent Events | |||||||
Aggregate consideration paid | $ 22,000,000 | ||||||
Shares reserved for issuance | shares | 100,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||||
Cash and cash equivalents | $ 222,948 | $ 196,046 | $ 4,179 | ||
Accounts receivable, net | 9,629 | 4,268 | 4,710 | ||
Prepaid expenses and other current assets | 7,869 | 4,080 | 1,285 | ||
Restricted cash | 10,435 | 11,407 | |||
Total current assets | 250,881 | 215,801 | 10,174 | ||
Property, equipment, and software, net | 5,328 | 4,593 | 6,658 | ||
Goodwill | 50,120 | 28,289 | 18,274 | $ 21,305 | |
Intangible assets, net | 22,715 | 15,961 | 9,832 | ||
Restricted cash, non-current | 3,000 | ||||
Long-term insurance commissions receivable | 4,748 | 3,365 | |||
Other assets | 444 | 378 | 530 | ||
Total assets | 334,236 | 268,387 | 48,468 | ||
Current liabilities | |||||
Accounts payable | 6,384 | 9,203 | 4,806 | ||
Accrued expenses and other current liabilities | 15,268 | 9,905 | 17,071 | ||
Accrued acquisition compensation | 8,624 | ||||
Deferred revenue | 4,346 | 5,208 | 3,333 | ||
Refundable customer deposit | 2,026 | 2,664 | 3,167 | ||
Current portion of long-term debt (includes $0 and $11,659 at fair value, respectively) | 7,480 | 4,746 | 20,461 | ||
Total current liabilities | 35,504 | 31,726 | 57,462 | ||
Long-term debt | 42,624 | 43,237 | 40,659 | ||
Refundable customer deposit, non-current | 396 | 529 | 3,107 | ||
Earnout liability, at fair value | 43,193 | 50,238 | |||
Private warrant liability, at fair value | 47,444 | 31,534 | |||
Other liabilities (includes $3,549 and $6,784 at fair value, respectively) | 3,068 | 3,798 | 7,219 | ||
Total liabilities | 172,229 | 161,062 | 108,447 | ||
Commitments and contingencies (Note 12) | |||||
Stockholders' equity (deficit) | |||||
Common stock, $0.0001 par value: Authorized shares - 400,000,000 and 52,575,160 ; Issued and outstanding shares - 81,669,151 and 34,197,822 | 9 | 8 | 3 | ||
Additional paid-in capital | 544,605 | 424,823 | 203,492 | ||
Accumulated deficit | (382,607) | (317,506) | (263,474) | ||
Total stockholders' equity | 162,007 | 107,325 | $ (67,623) | (59,979) | $ (149,842) |
Total liabilities and stockholders' equity | $ 334,236 | $ 268,387 | $ 48,468 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 30, 2020 | Jul. 29, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | |||||
Long term debt at fair value | $ 0 | $ 11,659 | |||
Other liabilities | $ 2,869 | $ 3,549 | $ 6,784 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 52,575,160 | ||
Common stock, shares issued | 91,455,732 | 81,669,151 | 21,562,100 | 34,197,822 | |
Common stock, shares outstanding | 91,455,732 | 81,669,151 | 21,562,100 | 34,197,822 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Consolidated Statements of Operations | ||||
Revenue | $ 26,742 | $ 15,074 | $ 72,299 | $ 77,595 |
Operating expenses: | ||||
Cost of revenue | 5,930 | 4,099 | 17,562 | 21,500 |
Selling and marketing | 14,638 | 12,853 | 41,665 | 56,220 |
Product and technology | 11,789 | 7,352 | 28,546 | 30,992 |
General and administrative | 24,016 | 4,156 | 28,199 | 52,011 |
(Gain) loss on divestiture of businesses | (1,442) | 4,994 | ||
Total operating expenses | 56,373 | 28,460 | 114,530 | 165,717 |
Operating loss | (29,631) | (13,386) | (42,231) | (88,122) |
Other income (expense): | ||||
Interest expense | (1,223) | (3,086) | (14,734) | (7,134) |
Other income (expense), net | 83 | (1,874) | 1,244 | (7,967) |
Total other income (expense) | (35,820) | (4,960) | (13,490) | (15,101) |
Loss before income taxes | (65,451) | (18,346) | (55,721) | (103,223) |
Income tax (benefit) expense | (350) | 21 | (1,689) | 96 |
Net loss | $ (65,101) | $ (18,367) | (54,032) | (103,319) |
Induced conversion of preferred stock | (17,284) | |||
Net loss attributable to common stockholders | $ (71,316) | $ (103,319) | ||
Net loss attributable per share to common stockholders: | ||||
Basic (in dollars per share) | $ (0.76) | $ (0.53) | $ (1.96) | $ (3.31) |
Diluted (in dollars per share) | $ (0.76) | $ (0.53) | $ (2.03) | $ (3.31) |
Weighted-average shares used in computing net loss attributable per share to common stockholders: | ||||
Basic | 85,331,575 | 34,965,300 | 36,344,234 | 31,170,351 |
Diluted | 85,331,575 | 34,965,300 | 36,374,215 | 31,170,351 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock based compensation expense | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 |
Cost of revenue | ||||
Stock based compensation expense | 1 | 2 | 9 | |
Selling and marketing | ||||
Stock based compensation expense | 2,082 | 50 | 1,901 | 477 |
Product and technology | ||||
Stock based compensation expense | 2,317 | 399 | 5,248 | 747 |
General and administrative | ||||
Stock based compensation expense | $ 12,435 | $ 223 | $ 4,145 | $ 34,739 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common StockRedeemable Convertible Preferred Stock | Common StockSeries B and Series C Redeemable Convertible Preferred Stock | Common StockSeries C Redeemable Convertible Preferred Stock | Common StockCommon stock warrants | Common StockAdjusted balance | Common Stock | Additional Paid-in CapitalRedeemable Convertible Preferred Stock | Additional Paid-in CapitalSeries B and Series C Redeemable Convertible Preferred Stock | Additional Paid-in CapitalSeries C Redeemable Convertible Preferred Stock | Additional Paid-in CapitalAdjusted balance | Additional Paid-in Capital | Accumulated DeficitAdjusted balance | Accumulated DeficitCumulative effect | Accumulated Deficit | Redeemable Convertible Preferred Stock | Series B and Series C Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock | Common stock warrants | Redeemable convertible preferred stock warrants | Adjusted balance | Cumulative effect | Total |
Beginning Balance at Dec. 31, 2018 | $ 205 | $ 10,615 | $ (160,662) | $ (149,842) | ||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 20,475,883 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Retroactive application of recapitalization | $ (202) | 119,202 | 119,000 | |||||||||||||||||||
Retroactive application of recapitalization (in shares) | 8,937,724 | |||||||||||||||||||||
Net loss (as restated) | (103,319) | (103,319) | ||||||||||||||||||||
Stock-based compensation (as restated) | 35,972 | 35,972 | ||||||||||||||||||||
Issuance of Series B and Series C redeemable convertible preferred stock | $ 37,274 | $ 37,274 | ||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock (in shares) | 3,944,897 | |||||||||||||||||||||
Shares repurchased | (42) | (42) | ||||||||||||||||||||
Shares repurchased (in shares) | (23,488) | |||||||||||||||||||||
Issuance of common stock for acquisitions | 479 | 479 | ||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 271,287 | |||||||||||||||||||||
Adjustment to purchase price consideration | (290) | (290) | ||||||||||||||||||||
Issuance of common stock warrants | 168 | 168 | ||||||||||||||||||||
Vesting of restricted stock awards issued for acquisitions (in shares) | 516,539 | |||||||||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock warrants | 4 | 4 | ||||||||||||||||||||
Exercise of stock options | 110 | 110 | ||||||||||||||||||||
Exercise of stock options (in shares) | 74,980 | |||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | $ 3 | $ 3 | $ 129,817 | 203,492 | $ (160,662) | $ 507 | (263,474) | $ (30,842) | $ 507 | (59,979) | ||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 29,413,607 | 34,197,822 | ||||||||||||||||||||
Beginning Balance at Dec. 31, 2018 | $ 119,000 | |||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 42,104,419 | |||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||
Retroactive application of recapitalization | $ (119,000) | |||||||||||||||||||||
Retroactive application of recapitalization (in shares) | (42,104,419) | |||||||||||||||||||||
Net loss (as restated) | (18,367) | (18,367) | ||||||||||||||||||||
Stock-based compensation (as restated) | 672 | 672 | ||||||||||||||||||||
Issuance of Series B and Series C redeemable convertible preferred stock | $ 4,714 | $ 4,714 | ||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock (in shares) | 1,430,166 | |||||||||||||||||||||
Conversion of common stock | 1,436 | 1,436 | ||||||||||||||||||||
Conversion of common stock (In shares) | 423,088 | |||||||||||||||||||||
Issuance of common stock warrants | 44 | 44 | ||||||||||||||||||||
Vesting of restricted stock awards issued for acquisitions (in shares) | 1,005,068 | |||||||||||||||||||||
Exercise of stock options | 1 | 1 | ||||||||||||||||||||
Exercise of stock options (in shares) | 17,900 | |||||||||||||||||||||
Ending Balance at Mar. 31, 2020 | $ 3 | 210,359 | (281,841) | (67,623) | ||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 37,074,044 | |||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | $ 3 | $ 3 | $ 129,817 | 203,492 | $ (160,662) | $ 507 | (263,474) | $ (30,842) | $ 507 | (59,979) | ||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 29,413,607 | 34,197,822 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net loss (as restated) | (54,032) | (54,032) | ||||||||||||||||||||
Stock-based compensation (as restated) | 10,660 | 10,660 | ||||||||||||||||||||
Stock-based compensation - earnout | 636 | 636 | ||||||||||||||||||||
Stock-based compensation - earnout (in shares) | 1,976,332 | |||||||||||||||||||||
Issuance of Series B and Series C redeemable convertible preferred stock | $ 4,836 | $ 4,836 | ||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock (in shares) | 682,539 | |||||||||||||||||||||
Conversion of common stock | $ 11,029 | $ 1,436 | $ 11,029 | $ 1,436 | ||||||||||||||||||
Conversion of common stock (In shares) | 702,791 | 198,750,000 | 1,705,266 | 1,705,266 | 702,791 | |||||||||||||||||
Shares repurchased | $ (480) | $ (480) | ||||||||||||||||||||
Shares repurchased (in shares) | (75,162) | |||||||||||||||||||||
Issuance of common stock for acquisitions | 6,898 | 6,898 | ||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 785,330 | |||||||||||||||||||||
Issuance of common stock warrants | 44 | 44 | ||||||||||||||||||||
Vesting of restricted stock awards issued for acquisitions (in shares) | 472,141 | |||||||||||||||||||||
Exercise of stock options | 1,029 | $ 1,029 | ||||||||||||||||||||
Exercise of stock options (in shares) | 505,711 | 439,754 | ||||||||||||||||||||
Net share settlement of common stock options and restricted stock units | 1,189,911 | |||||||||||||||||||||
Shareholder contribution | 17,584 | $ 17,584 | ||||||||||||||||||||
Inducement to convert preferred stock | (17,284) | (17,284) | ||||||||||||||||||||
Impacts of recognition of contingent beneficial conversion feature | (5,208) | (5,208) | ||||||||||||||||||||
Recapitalization and PIPE financing (as restated) | $ 5 | 239,722 | 239,727 | |||||||||||||||||||
Recapitalization and PIPE financing (as restated) (in shares) | 35,304,052 | |||||||||||||||||||||
Tax impacts of recapitalization | 187 | 187 | ||||||||||||||||||||
Earnout liability (as restated) | (50,238) | (50,238) | ||||||||||||||||||||
Earnout liability (as restated) (in shares) | 4,023,668 | |||||||||||||||||||||
Cancellation of redeemable convertible preferred stock repurchase liability | 480 | 480 | ||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | $ 8 | 424,823 | (317,506) | 107,325 | ||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 81,669,151 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net loss (as restated) | (65,101) | (65,101) | ||||||||||||||||||||
Stock-based compensation (as restated) | 4,462 | 4,462 | ||||||||||||||||||||
Stock-based compensation - earnout | 12,373 | 12,373 | ||||||||||||||||||||
Issuance of common stock for acquisitions | 1,169 | 1,169 | ||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 90,000 | |||||||||||||||||||||
Exercise of stock options | 355 | 355 | ||||||||||||||||||||
Exercise of stock options (in shares) | 593,106 | |||||||||||||||||||||
Ending Balance at Mar. 31, 2021 | $ 9 | $ 544,605 | $ (382,607) | $ 162,007 | ||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 91,455,732 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (54,032) | $ (103,319) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 6,644 | 7,377 |
Loss on sale and impairment of long-lived assets | 895 | 1,088 |
Loss (gain) on extinguishment of debt | (5,748) | 483 |
Loss on remeasurement of debt | 895 | 6,159 |
Loss (gain) on divestiture of businesses | (1,442) | 4,994 |
Loss on remeasurement of Legacy Porch warrants | 2,584 | 2,090 |
Loss on remeasurement of private warrant liability | (2,427) | |
Loss (gain) on remeasurement of contingent consideration | 1,700 | (300) |
Stock-based compensation | 11,296 | 35,972 |
Warrants issued for services | 315 | |
Interest expense (non-cash) | 7,488 | 2,369 |
Deferred taxes | (30) | 29 |
Other | 7 | 236 |
Change in operating assets and liabilities, net of acquisitions and divestitures | ||
Accounts receivable | 203 | (1,840) |
Prepaid expenses and other current assets | (2,587) | 603 |
Long-term insurance commissions receivable | (3,365) | |
Accounts payable | 4,092 | 2,361 |
Accrued expenses and other current liabilities | (15,946) | 7,704 |
Deferred revenue | 2,206 | (803) |
Refundable customer deposits | (3,521) | 6,122 |
Other | 2,419 | (975) |
Net cash used in operating activities | (48,669) | (29,335) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (279) | (478) |
Capitalized internal use software development costs | (2,601) | (4,096) |
Divestiture of businesses, net of cash disposed | (750) | |
Acquisitions, net of cash acquired | (7,791) | 116 |
Net cash used in investing activities | (10,671) | (5,208) |
Cash flows from financing activities: | ||
Proceeds from recapitalization and PIPE financing | 305,133 | |
Distribution to stockholders | (30,000) | |
Transaction costs - recapitalization | (5,652) | |
Proceeds from debt issuance, net of fees | 66,190 | 31,300 |
Repayments of principal and related fees | (81,640) | (202) |
Proceeds from issuance of redeemable convertible preferred stock, net of fees | 4,714 | 3,274 |
Repurchase of stock | (42) | |
Proceeds from exercises of stock options and warrants | 911 | 114 |
Net cash provided by financing activities | 259,614 | 34,486 |
Change in cash, cash equivalents, and restricted cash | 200,274 | (57) |
Cash, cash equivalents, and restricted cash, beginning of period | 7,179 | 7,236 |
Cash, cash equivalents, and restricted cash end of period | 207,453 | 7,179 |
Supplemental disclosures | ||
Conversion of redeemable convertible preferred stock warrants into common stock | 11,029 | |
Earnout liability | 50,238 | |
Private warrant liability | 31,534 | |
Capital contribution from a shareholder - inducement to convert preferred stock to common | 17,284 | |
Non-cash inducement to convert preferred stock to common | 17,284 | |
Conversion of debt to redeemable convertible preferred stock (non-cash) | 1,436 | 34,105 |
Debt discount for warrants issued (non-cash) | 1,215 | 3,700 |
Cash paid for interest | 9,103 | 3,466 |
Non-cash consideration for acquisitions | 9,295 | $ 479 |
Cancelation of a convertible promissory note on divestiture of a business | 2,724 | |
Capital contribution from a shareholder - guarantee of debt | $ 300 |
Restatement of Previously Issue
Restatement of Previously Issued Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Consolidated Financial Statements | |
Restatement of Previously Issued Consolidated Financial Statements | Note 1. Restatement of Previously Issued Consolidated Financial Statements On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting a number of financial reporting considerations for Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement highlighted potential accounting implications of certain terms that are common in warrants issued in connection with initial public offerings of SPACs. The SEC Staff Statement clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period . In light of the SEC Staff Statement, the Company reevaluated the accounting treatment of the Public Warrants and Private Warrants, which had been classified as equity on the consolidated balance sheet as of December 31, 2020. The Company determined that the Public Warrants did not contain these provisions and were otherwise appropriately classified as equity. However, the Private Warrant agreements provided for an alternative settlement structure dependent upon the characteristic of being an eligible Private Warrant holder. As the characteristics of a warrant holder are not inputs into the pricing of a fixed-for-fixed option on equity shares, such provision precludes the Private Warrants from being classified in equity, and thus the Private Warrants should be classified as a liability. With this restatement, the Private Warrants are now appropriately classified as a liability measured at fair value on the Company’s consolidated balance sheet as of December 31, 2020, and the change in fair value of such liability in each period is presented as a non-cash gain or loss in the Company’s consolidated statements of operations. When presenting diluted earnings (loss) per share in the Company’s Form 10-K/A for the year ended December 31, 2020, the shares issuable under the Private Warrants were considered for inclusion in the diluted share count in accordance with U.S. generally accepted accounting principles (“GAAP”). Since the shares issuable under the Private Warrants are issuable shares when exercised by the holders, they are included when computing diluted earnings (loss) per share to the extent such exercise is dilutive to EPS. The adjustments related to the Private Warrants had a non-cash impact; as such, the statement of cash flows for the year ended December 31, 2020 reflects an adjustment to net loss and a corresponding adjustment for the (gain) loss on the change in fair value of Warrants. The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of December 31, 2020 and for the year then ended. The previously reported amounts reflect those included in the Original Filing of our Annual Report on Form 10-K as of and for the years ended December 31, 2020 filed with the SEC on March 31, 2021. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the change in classification of the Private Warrants from stockholders’ equity (deficit) to liability on the balance sheet, with subsequent changes in the fair value recognized in the statement of operations at each reporting date. Also included in the amounts labeled “Adjustment” is the effect of expensing transaction costs allocated to the Private Warrants in the statement of operations that were previously charged to stockholders’ equity (deficit). Finally, the amounts labeled “Restatement Adjustments” also include the correction of certain other previously identified immaterial errors in the consolidated financial statements as of and for the year ended December 31, 2020. The impact of correcting these other immaterial items on the financial statements was an increase in net loss of $0.9 million. Restatement Consolidated Balance Sheet As Filed Adjustments As Restated Assets Accounts receivable, net $ 4,661 $ (393) $ 4,268 Prepaid expenses and other current assets 3,891 189 4,080 Total current assets 216,005 (204) 215,801 Total assets 268,591 (204) 268,387 Liabilities and Stockholders’ Equity Accounts payable $ 8,903 $ 300 $ 9,203 Accrued expenses and other current liabilities 9,991 (86) 9,905 Deferred revenue 4,870 338 5,208 Total current liabilities 31,174 552 31,726 Earnout liability, at fair value 50,442 (204) 50,238 Private warrant liability, at fair value — 31,534 31,534 Total liabilities 129,180 31,882 161,062 Additional paid-in capital 454,486 (29,663) 424,823 Accumulated deficit (315,083) (2,423) (317,506) Total stockholders’ equity 139,411 (32,086) 107,325 Total liabilities and stockholders’ equity 268,591 (204) 268,387 Restatement As Filed Adjustments As Restated Consolidated statement of operations Revenue $ 73,216 $ (917) $ 72,299 Operating expenses: Selling and marketing $ 41,768 $ (103) $ 41,665 Product and technology 28,298 248 28,546 General and administrative 28,387 (188) 28,199 Total operating expenses 114,573 (43) 114,530 Operating loss (41,357) (874) (42,231) Other income (expense): Other income (expense), net $ 2,791 $ (1,547) $ 1,244 Total other income (expense) (11,943) (1,547) (13,490) Loss before income taxes (53,300) (2,421) (55,721) Income tax (benefit) expense (1,691) 2 (1,689) Net loss (51,609) (2,423) (54,032) Net loss attributable to common stockholders (68,893) (2,423) (71,316) Net loss attributable per share to common stockholders: Basic $ (1.90) $ (0.06) $ (1.96) Diluted $ (1.90) $ (0.13) $ (2.03) Restatement As Filed Adjustments As Restated Consolidated statement of cash flows Net loss $ (51,609) $ (2,423) $ (54,032) Adjustments to reconcile net loss to net cash used in operating activities Loss on remeasurement of private warrant liability $ — $ (2,427) $ (2,427) Stock-based compensation 11,409 (113) 11,296 Other (200) 207 7 Change in operating assets and liabilities, net of acquisitions and divestitures Accounts receivable $ 16 $ 187 $ 203 Prepaid expenses and other current assets (2,398) (189) (2,587) Accounts payable 3,793 299 4,092 Accrued expenses and other current liabilities (15,860) (86) (15,946) Deferred revenue 1,868 338 2,206 Other (1,788) 4,207 2,419 Net cash used in operating activities $ (48,669) — (48,669) Net cash used in investing activities $ (10,671) — (10,671) Net cash provided by financing activities $ 259,614 — 259,614 Change in cash, cash equivalents, and restricted cash $ 200,274 — 200,274 Cash, cash equivalents, and restricted cash, beginning of period $ 7,179 — 7,179 Cash, cash equivalents, and restricted cash end of period $ 207,453 — 207,453 In addition, amounts were restated in the following: · Note 1A, Description of Business and Summary of Significant Accounting Policies · Note 2, Revenue · Note 3, Fair Value · Note 8, Stock-Based Compensation · Note 9, Income Taxes · Note 14, Basic and Diluted Net Loss Per Share 1A. Description of Business and Summary of Significant Accounting Policies Description of Business Porch Group, Inc. (“Porch Group”, “Porch” or the “Company”) is a vertical software platform for the home, providing software and services to home services companies, such as home inspectors, insurance carriers, moving companies, utility companies, warranty companies, and others. Porch helps these service providers grow their business and improve their customer experience. In exchange for the use of the software, these companies connect their homebuyers to Porch, who in turn makes the moving process easier, helping consumers save time and make better decisions about critical services, including insurance, moving, security, TV/internet, home repair and improvement, and more. While some customers pay Porch typical software-as-a-service (“SaaS”) fees, the majority of Porch’s revenue comes from business-to-business-to-consumer (“B2B2C”) transaction revenues, with service providers such as insurance carriers or TV/internet companies paying Porch for new customer sign-ups. The Merger On July 30, 2020, Porch.com, Inc. (“Legacy Porch”) entered into a definitive agreement (as amended, the “Merger Agreement”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, whereby the parties agreed to merge, resulting in the parent of Porch.com, Inc. becoming a publicly listed company under the name Porch Group, Inc. (“Porch”). This merger (the “Merger”) closed on December 23, 2020, and consisted of the following transactions: · Holders of 400 shares of PTAC Class A Common Stock exercised their redemption right to redeem those shares at a redemption price of $10.04. The shares were subsequently cancelled by PTAC. The aggregate redemption price was paid from PTAC’s trust account, which had a balance immediately prior to the Merger closing of approximately $173.1 million. After redemptions, 17,249,600 shares of PTAC Class A Stock remained outstanding. Upon consummation of the Merger, 4,312,500 PTAC Class B Common Stock converted into shares of PTAC Class A Common Stock on a one-for-one basis. 14,235,000 common stock warrants remained outstanding as a result of the merger. Of the outstanding warrants, 5,700,000 are private warrants and 8,625,000 are public warrants. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. · Immediately prior to the Merger, (including as a result of the conversions described above and certain redemption of PTAC common stock immediately prior to the closing), there were 21,562,100 shares of PTAC Class A Common Stock issued and outstanding, which excludes the additional shares issued to Legacy Porch holders, and issuance of new shares to third-party investors, as further described below. · Immediately prior the Merger, 52,207,029 shares of Legacy Porch preferred stock were converted into 52,251,876 shares of Legacy Porch common stock. 4,472,695 outstanding in-the-money warrants to purchase common stock, 2,316,280 outstanding in-the-money warrants to purchase preferred stock, and 184,652 out-of-the-money warrants to purchase preferred stock were cancelled, pursuant to the terms of warrant cancellation agreements, resulting in the issuance of 5,126,128 shares of Legacy Porch common stock. 2,533,016 shares of Legacy Porch common stock were issued to extinguish 3,116,003 vested stock options and RSUs of non-employee or non-service provider holders. · Immediately prior to the Merger, certain third-party investors (“PIPE Investors”), purchased 15,000,000 newly issued shares of Porch Group, Inc. common stock at a price of $10.00 per share in exchange for cash. Net proceeds from the additional offering were $141.8 million after the deduction of $8.2 million of direct offering costs. · PTAC issued 36,264,984 shares of PTAC Class A Common Stock and $30 million in exchange for all 83,559,663 vested and outstanding shares of Legacy Porch Common stock to complete the Merger. In addition, 5,000,000 “earnout” shares were issued to pre-closing holders of Legacy Porch common stock, employee or service provider holders of unvested Legacy Porch option and restricted stockholders, subject to vesting conditions. 1,000,000 restricted shares subject to the same were issued to the Chief Executive Officer of the Company subject to the same vesting condition as the “earnout” shares. An additional 150,000 shares were provided to service providers in exchange for services related to the transaction. · In connection with the Merger, PTAC changed its name to Porch Group, Inc. as a corporation formed under the laws of the State of Delaware named Porch Group, Inc. (hereafter referred to as “Porch”). · · The aggregate proceeds from the PTAC trust account, net proceeds from the sale of the newly-issued common stock to PIPE investors described above, and PTAC net working capital amount of $0.6 million were used to settle i) PTAC’s deferred offering costs of $6.0 million from its original public offering, and ii) $4.3 million of PTAC liabilities incurred prior to the Merger. After the transactions noted above, $305.1 million was available for use by Porch Group, Inc., prior to a $30 million distribution to pre-closing holders of Legacy Porch common stock, resulting in net assets available of $275.1 million. · In connection with the Merger, Porch incurred $30.8 million of transaction costs of which, $5.6 million were paid in cash. In addition, Porch issued 1,580,000 shares of common stock at a fair value of $23.3 million and 150,000 earnout shares at a fair value of $1.9 million as compensation for transaction services. Of the total amount, $27.0 million (as restated) met the eligibility criteria to be charged against equity because the costs were incurred pursuant to an issuance of equity as part of the recapitalization. $3.8 million (as restated) were recognized as expenses, as the costs were deemed related to the issuance private warrants and earnout shares which are liability classified financial instruments. · As a result of the foregoing transactions, $239.7 million was reflected as contributed capital on the Company’s consolidated statements of stockholders’ equity (deficit) (as restated). Presented separately, the Company also assumed a $50.4 million non-cash liability associated with the earnout shares, and $34.0 million liability associated with the Private Warrants, both described above. · At the closing of the Merger, pre-closing holders of Legacy Porch common stock held approximately 55% of the issued and outstanding common stock shares of Porch. Accordingly, the Merger transactions were treated as the equivalent of Porch.com, Inc. issuing stock for the net assets of PTAC. Consistent with SEC Topic 12, Reverse Acquisitions and Reverse Recapitalizations , the acquisition of a private operating company by a non-operating public shell corporation typically results in the owners and management of the private company having actual or effective voting control and operating control of the combined company. Therefore, the transaction is, in substance, a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization (“Recapitalization”). The accounting is similar to that of a reverse acquisition, except that no goodwill or other intangible assets should be recorded. Therefore, the net assets of PTAC as of December 23, 2020, were stated at historical cost, and no goodwill or other intangible assets were recorded. COVID-19 Update In March 2020, the World Health Organization declared a pandemic related to the global novel coronavirus disease 2019 (“COVID-19”) outbreak. The COVID-19 pandemic has adversely affected Porch’s business operations, which has impacted revenue primarily in the first half of 2020. In response to the COVID-19 outbreak and government-imposed measures to control its spread, Porch’s ability to conduct ordinary course business activities has been and may continue to be impaired for an indefinite period of time. The extent of the impact of the COVID-19 pandemic on Porch’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on the Company’s customers, suppliers, and employees, all of which is uncertain at this time. Porch expects the COVID-19 pandemic to adversely impact revenue and results of operations, but Porch is unable to predict at this time the size and duration of this adverse impact. At the same time, Porch is observing a recovery in home sales to pre-COVID-19 levels in the second half of 2020, and with them, home inspections and related services. Basis of Presentation The consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All significant intercompany accounts and transactions are eliminated in consolidation. Comprehensive loss includes all changes in equity during a period from non-owner sources. Through December 31, 2020, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented. Reclassifications Certain reclassifications to 2019 balances were made to conform to the current period presentation in the consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ equity (deficit), and consolidated statement of cash flows. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. These estimates and assumptions include, but are not limited to, estimated variable consideration for services performed, the allowance for doubtful accounts, depreciable lives for property and equipment, acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, and estimates of fair value of warrants, debt, contingent consideration, earnout shares and common stock. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. Segment Reporting The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. All of the Company’s revenue is generated in the United States. As of December 31, 2020 and 2019, the Company did not have assets located outside of the United States. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash as of December 31, 2020 and 2019 includes a $3,000 minimum cash balance required by the Company’s senior secured lender. As of December 31, 2020, the restricted cash balance in current assets also includes $8,407 related to the Paycheck Protection Program Loan held in escrow with a commercial bank (see Note 6). The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: December 31, 2020 December 31, 2019 Cash and cash equivalents $ 196,046 $ 4,179 Restricted cash - current 11,407 — Restricted cash - non-current — 3,000 Cash, cash equivalents and restricted cash $ 207,453 $ 7,179 Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable consist principally of amounts due from enterprise customers and other corporate partnerships, as well as credit card receivables. The Company estimates allowances for uncollectible receivables based on the credit worthiness of its customers, historical trend analysis and general economic conditions. Consequently, an adverse change in those factors could affect the Company’s estimate of allowance for doubtful accounts. The allowance for uncollectible receivables at December 31, 2020 and 2019, was $455 and $188, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. Property, Equipment and Software Property, equipment and software are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, as follows: Estimated Useful Lives Software and computer equipment 3 years Furniture, office equipment and other 3 – 5 years Internally developed software 2 years Leasehold improvements Shorter of useful life or remaining lease term When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the consolidated statement of operations in the period of disposition. Maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense in the period incurred. The Company capitalizes costs incurred in the development of internal use software. The capitalized costs are amortized over the estimated useful life of the software. If capitalized projects are determined to no longer be in use, they are impaired and the cost and accumulated depreciation are removed from the accounts. The resulting loss on impairment, if any, is included in the consolidated statements of operations in the period of impairment. Goodwill and Intangible Assets The Company tests goodwill for impairment for each reporting unit on an annual basis, or more frequently when events or changes in circumstances indicate the fair value of a reporting unit is below its carrying value. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform a quantitative impairment test. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, the Company performs a quantitative assessment. If a quantitative goodwill impairment assessment is performed, the Company utilizes a combination of the market and income valuation approaches. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that fair value of the reporting unit is less than its carrying value. The Company has selected October 1 as the date to perform its annual impairment test. There were no goodwill impairment losses recorded during the years ended December 31, 2020 and 2019. Intangible assets consist of acquired customer relationships, trade names, customer portfolios and related assets that are amortized over their estimated useful lives. Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property, equipment, software and amortizing intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If indicators of impairment exist, management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. If the total of the expected undiscounted future net cash flows for the asset group is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. Losses due to impairment of long-lived assets totaled $611 and $1,051 during 2020 and 2019, respectively, and are included in product and technology expense in the consolidated statements of operations. Concentration of Credit Risk No individual customer represented more than 10% of the Company’s total revenue for the years ended December 31, 2020 or 2019. As of December 31, 2020 and 2019, no individual customer accounted for 10% or more of the Company’s total accounts receivable. As of December 31, 2020, the Company held approximately $206 million of cash with one U.S. commercial bank. Redeemable Convertible Preferred Stock Warrants The Company accounts for its warrants to purchase shares of redeemable convertible preferred stock as liabilities based upon the characteristics and provisions of each instrument. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded in the consolidated statements of operations. As discussed in Note 1A, all redeemable convertible preferred stock warrants were converted into common stock or canceled immediately prior to the Merger. Fair Value of Financial Instruments Fair value principles require Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date; Level 2 Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Revenue from Contracts with Customers The Company primarily generates revenue from (1) fees received for connecting homeowners to customers in the Company’s referral network, which consist of individual contractors, small businesses, insurance careers and large enterprises (2) fees received for providing home project and moving services directly to homeowners, and (3) fees received for providing subscription access to the Company’s inspection software platform. Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Effective January 1, 2019, the Company’s revenue recognition policy follows guidance from ASC 606, Revenue from Contracts with Customers , which resulted in a $507 adjustment to accumulated deficit. The Company determines revenue recognition through the following five-step framework: · Identification of the contract, or contracts, with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company identifies performance obligations in its contracts with customers, which primarily include delivery of homeowner leads ( Referral Network Revenue ), performance of home project and moving services ( Managed Services Revenue), and providing access to the Company’s software platforms ( Software Subscription Revenue ). The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied. Contract payment terms vary from due upon receipt to net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Referral Network Revenue In the Referral Network Revenue stream, the Company connects third party service providers (“Service Providers”) with homeowners that meet predefined criteria and may be looking for relevant services. Service Providers include a variety of service providers throughout a homeowner’s lifecycle, including plumbers, electricians, roofers, as well as movers, TV/Internet, warranty, insurance carriers, and security monitoring providers. The Company also sells home and auto insurance policies for insurance carriers. Revenue is recognized at a point in time upon delivery of a lead to the Service Provider, at which point the Company’s performance obligation has been satisfied. The transaction price is generally either a fixed price per qualifying lead or based on a percentage of the revenue the Service Provider ultimately generates through the homeowner lead. For arrangements in which the amount the Company is entitled to is based on the amount of revenue the Service Provider generates from the homeowner, the transaction price is considered variable and an estimate of the constrained transaction price is recorded by the Company upon delivery of the lead. Service Providers generally have the option to pay as they receive leads or on a subscription basis, in which a specified amount is deposited into the Company’s referral platform monthly and any relevant leads are applied against the deposited amount. Certain Service Providers also have the option to pay an additional fixed fee for added member benefits, including profile distinction and rewards. Such subscriptions automatically renew each month unless cancelled by the customer in advance of the renewal period in accordance with the customer termination provisions. Amounts received in advance of delivery of leads to the Service Provider is recorded as deferred revenue. Certain Service Providers have the right to return leads in limited instances. An estimate of returns is included as a reduction of revenue based on historical experience or specific identification depending on the contractual terms of the arrangement. Estimated returns are not material in any period presented. In January 2020, the Company, through its wholly-owned subsidiary and licensed insurance agency Elite Insurance Group (“EIG”), began selling homeowner and auto insurance policies for insurance carriers. The transaction price in these arrangements is the estimated lifetime value (“LTV”) of the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions. The Company constrains the transaction price based on its best estimate of the amount which will not result in a significant reversal of revenue in a future period. After a policy is sold to an insurance carrier, the Company has no additional or ongoing obligation to the policyholder or insurance carrier. The Company estimates LTV of policies sold by using a portfolio approach by policy type and the effective month of the relevant policy. LTV is estimated by evaluating various factors, including commission rates for specific carriers and estimated average plan duration based on insurance carrier and market data related to policy renewals for similar insurance policies. On a quarterly basis, management reviews and monitors changes in the data used to estimate LTV as well as the cash received for each policy type compared to original estimates. The Company analyzes these fluctuations and, to the extent it identifies changes in estimates of the cash commission collections that it believes are indicative of an increase or decrease to prior period LTVs, the Company will adjust LTV for the affected policies at the time such determination is made. Changes in LTV may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented. Managed Services Revenue |
Revenue_2
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Revenue | 2. Revenue Disaggregation of Revenue Total revenues consisted of the following: Three months ended March 31, 2021 2020 Referral network revenue $ 11,024 $ 9,128 Managed services revenue 4,644 4,135 Software and service subscription revenue 11,074 1,811 Total revenue $ 26,742 $ 15,074 Management also evaluates revenue based upon when the Company’s customers avail themselves of the Company’s software, solutions or services. The first category, moving services relates to services that are typically provided to customers in connection with a home purchases and/or homeowner/renter moves. This includes revenue from insurance, moving, security systems and TV/internet services. The second category, post-move services, relates to services that are typically provided to customers post-move, such as home maintenance projects, repairs, remodeling and other services from professional contractors or service providers. Moving services represented 82 percent and 51 percent of total revenue in the three months ending March 31, 2021 and 2020, respectively. Post-move services represented 18 percent and 49 percent of total revenue the three months ending March 31, 2021 and 2020, respectively. Revenue from Divested Businesses Total revenue reported includes revenue from divested businesses of $0 and $2,540 in three months ending March 31, 2021 and 2020, respectively. Disclosures Related to Contracts with Customers Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent a contract exists, as defined by ASC 606, these liabilities are classified as deferred revenue. To the extent that a contract does not exist, as defined by ASC 606, these liabilities are classified as refundable customer deposits. Contract Assets - Long-term Insurance Commissions Receivable A summary of the activity impacting the contract assets during the year ended December 31, 2020 is presented below: Contract Assets Balance at December 31, 2020 $ 3,529 Estimated lifetime value of insurance policies sold by carriers 1,805 Cash receipts (435) Balance at March 31, 2021 $ 4,899 As of March 31, 2021, $151 of contract assets are expected to be collected within the next 12 months and therefore are included in current accounts receivable on the consolidated balance sheets. The remaining $4,748 of contract assets are expected to be collected in the following periods and are included in long-term insurance commissions receivable on the consolidated balance sheets. Contract Liabilities — Refundable Customer Deposits In September 2019, the Company entered into a Lead Buyer Agreement with a customer (“Buyer”) that provides residential security systems. Under the Lead Buyer Agreement, the Buyer pays the Company a referral fee for leads resulting in completed installations of certain residential security systems. At inception of this agreement, the Buyer made a prepayment of $7,000, which is to be credited over the term from October 2019 to September 2022, from earned referral fees for leads provided by the Company. This prepayment represents a contract liability since it is an advanced deposit for services the Company has yet to provide. A summary of the activity impacting the contract liabilities during the three months ended March 31, 2021 is presented below: Contract Liabilities Balance at December 31, 2020 $ 3,193 Additions to contract liabilities — Additions to contract liabilities – significant financing component interest 66 Contract liabilities transferred to revenue (837) Balance at March 31, 2021 $ 2,422 As of March 31, 2021, $2,026 of contract liabilities are expected to be transferred to revenue within the next 12 months and therefore are included in current refundable customer deposits on the unaudited condensed consolidated balance sheets. The remaining $396 of contract liabilities are expected to be transferred to revenue over the remaining term of the contract and are included in refundable customer deposits, non-current on the unaudited condensed consolidated balance sheets. Deferred Revenue A summary of the activity impacting deferred revenue balances during the three months ended March 31, 2021 is presented below: Deferred Revenue Balance at December 31, 2020 $ 5,208 Revenue recognized (1,769) Additional amounts deferred 407 Impact of acquisitions 500 Balance at March 31, 2021 $ 4,346 Remaining Performance Obligations Contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. These amounts primarily include performance obligations that are recorded in the consolidated balance sheets as deferred revenue. The amount of transaction price allocated to performance obligations to be satisfied at a later date, which is not recorded in the unaudited condensed consolidated balance sheets, is immaterial as of March 31, 2021 and December 31, 2020. As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. The Company applied the practical expedient under ASC 606 to exclude amounts related to performance obligations that are billed and recognized as they are delivered. | Note 2. Revenue Disaggregation of Revenue Total revenues consisted of the following: 2020 (as restated) 2019 Referral network revenue $ 53,048 $ 49,449 Managed services revenue 11,579 21,888 Software subscription revenue 7,672 6,258 Total revenue $ 72,299 $ 77,595 Management also evaluates revenue based upon when our customers avail themselves of our software, solutions or services. The first category, moving services relates to services that are typically provided to customers in connection with a home purchase and/or homeowner/renter moves. This includes revenue from insurance, moving, security systems and TV/internet services. The second category, post-move services, relates to services that are typically provided to customers post-move such as home maintenance projects, repairs, remodeling and other services from professional contractors or service providers. Moving services represented 69 percent and 47 percent of total revenue in 2020 and 2019, respectively. Post-move services represented 31 percent and 53 percent of total revenue in 2020 and 2019, respectively. Revenue from Divested Businesses Total revenue reported includes revenue from divested businesses of $4,334 and $18,336 in 2020 and 2019, respectively. Disclosures Related to Contracts with Customers Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent a contract exists, as defined by ASC 606, these liabilities are classified as deferred revenue. To the extent that a contract does not exist, as defined by ASC 606, these liabilities are classified as refundable customer deposits. Contract Assets — Long-term Insurance Commissions Receivable A summary of the activity impacting the contract assets during the year ended December 31, 2020 is presented below: Contract Assets Balance at December 31, 2019 $ — Estimated lifetime value of insurance policies sold by carriers 4,313 Cash receipts (784) Balance at December 31, 2020 $ 3,529 As of December 31, 2020, $164 of contract assets are expected to be collected within the next 12 months and therefore are included in current accounts receivable on the consolidated balance sheets. The remaining $3,365 of contract assets are expected to be collected in the following periods and are included in long-term insurance commissions receivable on the consolidated balance sheets. Contract Liabilities — Refundable Customer Deposits In September 2019, the Company entered into a Lead Buyer Agreement with a customer (“Buyer”) that provides residential security systems. Under the Lead Buyer Agreement, the Buyer pays the Company a referral fee for leads resulting in completed installations of certain residential security systems. At inception of this agreement, the Buyer made a prepayment of $7,000, which is to be credited over the term from October 2019 to September 2022, from earned referral fees for leads provided by the Company. This prepayment represents a contract liability since it is an advanced deposit for services the Company has yet to provide. A summary of the activity impacting the contract liabilities during the years ended December 31, 2020 and 2019 is presented below: Contract Liabilities Balance at December 31, 2018 $ — Additions to contract liabilities - prepayment 7,000 Additions to contract liabilities – significant financing component interest 152 Contract liabilities transferred to revenue (878) Balance at December 31, 2019 6,274 Additions to contract liabilities — Additions to contract liabilities – significant financing component interest 440 Contract liabilities transferred to revenue (3,521) Balance at December 31, 2020 $ 3,193 As of December 31, 2020, $2,664 of contract liabilities are expected to be transferred to revenue within the next 12 months and therefore are included in current refundable customer deposits on the consolidated balance sheets. The remaining $529 of contract liabilities are expected to be transferred to revenue over the remaining period and are included in refundable customer deposits, non-current on the consolidated balance sheets. Contract Liabilities — Deferred Revenue A summary of the activity impacting deferred revenue balances during the years ended December 31, 2020 and 2019 is presented below: Deferred Revenue Balance at December 31, 2018 $ 4,553 Adoption of ASC 606 (940) Revenue recognized (7,490) Additional amounts deferred 6,686 Impact of acquisitions 670 Impact of divestitures (146) Balance at December 31, 2019 3,333 Revenue recognized (4,923) Additional amounts deferred (as restated) 6,602 Impact of acquisitions 196 Balance at December 31, 2020 (as restated) $ 5,208 Remaining Performance Obligations Contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. These amounts primarily include performance obligations that are recorded in the consolidated balance sheets as deferred revenue. The amount of transaction price allocated to performance obligations to be satisfied at a later date, which is not recorded in the consolidated balance sheets, is immaterial as of December 31, 2020 and 2019. As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. The Company applied the practical expedient under ASC 606 to exclude amounts related to performance obligations that are billed and recognized as they are delivered. |
Fair Value_2
Fair Value | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value | ||
Fair Value | 3. Fair Value The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at March 31, 2021 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 2,869 $ 2,869 Contingent consideration - earnout — — 43,193 43,193 Private warrant liability — — 47,444 47,444 $ — $ — $ 93,506 $ 93,506 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 3,549 $ 3,549 Contingent consideration - earnout — — 50,238 50,238 Private warrant liability — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 Contingent Consideration – Business Combinations The Company estimated the fair value of business combination contingent consideration related to 2021 acquisitions using the Monte Carlo simulation method. The fair value is based on the simulated revenue and net income of the Company over the maturity date of the contingent consideration. As of March 31, 2021, the key inputs used in the determination of the combined fair value of $1,596 included volatility of 38.1% to 68.5%, discount rate of 25.7% to 31.5% and weighted-average cost of capital of 25.7% to 32.5%. The Company estimated the fair value of the 2020 business combination contingent consideration using the Monte Carlo simulation method. The fair value is based on the simulated stock price of the Company over the maturity date of the contingent consideration. As of December 31, 2020, the key inputs used in the determination of the fair value of $1,749 included current stock price of $14.27, strike price of $20.00, discount rate of 9% and volatility of 60%. As of March 31, 2021, the key inputs used in the determination of the fair value of $1,273 included current stock price of $17.70, strike price of $20.00, discount rate of 6.7% and volatility of 80%. The Company estimated the fair value of the 2018 business combination contingent consideration using a variation of the income approach known as the real options method. The fair value is based on the present value of the contingent payments to be made using a weighted probability of possible payments. As of December 31, 2020, the key inputs used in the determination of fair value of $1,800 include projected revenues and expenses, discount rate of 9.96% to 9.98%, revenue volatility of 18.0% and weighted-average cost of capital of 21.5%. In January 2021, the 2018 business combination consideration was settled in full for a cash payment of $2,063. Contingent Consideration - Earnout The Company estimated the fair value of the earnout contingent consideration using the Monte Carlo simulation method. The fair value is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by the certain employee forfeitures. As of March 31, 2021, the key inputs used in the determination of the fair value included exercise price of $20 and $22, volatility of 75%, and forfeiture rate of 16% and stock price of $17.70. As of December 31, 2020, the key inputs used in the determination of the fair value included exercise price of $18, $20 and $22, volatility of 60%, and forfeiture rate of 16% and stock price of $14.27. Private Warrants The Company estimated the fair value of the private warrants using the Black-Scholes-Merton option pricing model. As of March 31, 2021, the key inputs used in the determination of the fair value included exercise price of $11.50, expected volatility of 35%, remaining contractual term of 4.73 years, and stock price of $17.70. As of December 31, 2020, the key inputs used in the determination of the fair value included exercise price of $11.50, expected volatility of 35%, remaining contractual term of 4.98 years, and stock price of $14.27. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Contingent Contingent Consideration - Private Consideration - Business Warrant Earnout Combinations Liability Fair value as of January 1, 2021 $ 50,238 $ 3,549 $ 31,534 Additions — 1,737 — Settlements (25,815) (2,062) — Change in fair value, loss (gain) included in net loss (1) 18,770 (355) 15,910 Fair value as of March 31, 2021 $ 43,193 $ 2,869 $ 47,444 Redeemable Contingent Convertible Consideration - Preferred Stock Business Warrants FVO Notes Combinations Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 Additions — — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) 1,214 454 (80) Change in fair value, (gain) included in other comprehensive income — (3,856) — Fair value as of March 31, 2020 $ 7,898 $ 8,257 $ 20 (1) Changes in fair value of the redeemable convertible stock warrants and FVO Notes are included in other income (expense), net, and changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Ch anges in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations. Fair Value Disclosure The fair value of debt approximates the unpaid principal balance and is considered a Level 2 measurement. See Note 6. | Note 3. Fair Value The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combination $ $ $ 3,549 $ 3,549 Contingent consideration - earnout (as restated) — — 50,238 50,238 Private warrant liability (as restated) — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 Fair Value Measurement at December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Redeemable convertible preferred stock warrants $ — $ — $ 6,684 $ 6,684 Fair value option notes (“FVO Notes”) — — 11,659 11,659 Contingent consideration — — 100 100 $ — $ — $ 18,443 $ 18,443 Redeemable Convertible Preferred Stock Warrants The Company’s redeemable convertible preferred stock warrants are valued using key equity indicators and are classified within Level 3 of the fair value hierarchy. Management estimates the fair value of these liabilities using option pricing models and assumptions that are based on the individual characteristics of the warrants on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield, and risk-free interest rate. A summary of key assumptions for determining the fair value of redeemable convertible preferred stock warrants at December 31, 2019 include: Expected term Expected Expected (in years) volatility Risk-free interest rate dividend rate Redeemable convertible preferred stock warrants 2 to 9 0.23% to 2.11% The weighted average expected term and risk-free interest rate for redeemable convertible preferred stock warrants outstanding at December 31, 2019 is 6.36 and 1.72%, respectively. Fair Value Option Notes As discussed further in Note 6, the Company elected to measure certain convertible promissory notes at fair value in accordance with the fair value option. The FVO Notes are each a debt host financial instrument containing embedded features and /or options which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging . The election for these specific convertible notes is due to the number and complexity of features that would require separate bifurcation absent this election. The fair value of FVO Notes as of December 31, 2019 has been determined using a combination of the present value of the FVO Notes cash flows and the Black-Scholes option pricing model, using the following assumptions the significant inputs of principal value, interest rate spreads and curves, and embedded call option prices. December 31, 2019 FVO FVO Note 1A Note 2 (1) Initial principal value $ 2,500 $ 3,000 Value upon maturity $ 6,682 $ 6,602 Conversion price (per share) $ 6.39 N/A Value of Series B redeemable convertible preferred share $ 14.12 N/A Value of common stock N/A N/A Expected term (years) 2 N/A Volatility 39 % N/A Risk free rate 1.58 % N/A Estimated fair value of FVO Note $ 5,079 $ 6,580 (1) Due to the close proximity to the maturity date, January 24, 2020, the fair value of FVO Note 2 on December 31, 2019 was determined to equal the value upon maturity, excluding interest to be accrued between December 31, 2019 and maturity. Contingent consideration The Company estimated the fair value of $1,800 of the 2018 business combination contingent consideration using a variation of the income approach known as the real options method. The fair value is based on the present value of the contingent payments to be made using a weighted probability of possible payments. As of December 31, 2020, the key inputs used in the determination of fair value include projected revenues and expenses, discount rate of 9.96% to 9.98%, revenue volatility of 18.00% and weighted average cost of capital of 21.50%. As of December 31, 2019, the key assumptions used in the determination of fair value include projected revenues and expenses, discount rate of 15.26% to 16.26%, revenue volatility of 19.00% and weighted average cost of capital of 29.50%. The Company estimated the fair value of $1,749 of the 2020 business combination contingent consideration using the Monte Carlo simulation method. The fair value is based on the simulated stock price of the Company over the maturity date of the contingent consideration. As of December 31, 2020, the key inputs used in the determination of the fair value included current stock price of $14.27, strike price of $20.00, discount rate of 9% and volatility of 60%. The Company estimated the fair value of the earnout contingent consideration using the Monte Carlo simulation method. The fair value is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by the certain employee forfeitures. As of December 31, 2020, the key inputs used in the determination of the fair value included exercise price of $18, $20 and $22, volatility of 60%, and forfeiture rate of 16%. Private Warrant Liability As discussed further in Note 7, the Company estimated the fair value of our Private Warrants as of December 31, 2020 to be $31.5 million. The estimate is classified within Level 3 of the fair value hierarchy. Management estimates the fair value of these liabilities using the Black-Scholes-Merton Option pricing model using the Company’s stock price and assumptions including, expected volatility, remaining contractual life, dividend yield, and risk-free interest rate. A summary of key assumptions for estimating the fair value of the Private Warrants at December 31, 2020 include: Expected Exercise term Expected Expected Price (in years) volatility Risk-free interest rate dividend rate Private Warrant Liability $ 11.50 5 0.36% 0% Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Redeemable Contingent Contingent Convertible Consideration - Private Consideration - Preferred Stock Business Warrants Earnout Warrants FVO Notes Combinations (as restated) (as restated) Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 $ — $ — Additions 1,762 — 1,749 33,961 50,238 Settlements (11,030) (8,698) — — — Change in fair value, loss (gain) included in net loss (1) 2,584 895 1,700 (2,427) — Gain on extinguishment of debt — (3,856) — — — Fair value as of December 31, 2020 $ — $ — $ 3,549 $ 31,534 $ 50,238 Redeemable Convertible Preferred Stock Contingent Warrants FVO Notes Consideration Fair value as of January 1, 2019 $ 436 $ — $ 400 Additions 6,651 5,500 — Settlements (2,493) — — Change in fair value, loss (gain) included in net loss (1) 2,090 6,159 (300) Fair value as of December 31, 2019 $ 6,684 $ 11,659 $ 100 (1) Changes in fair value of redeemable convertible preferred stock warrants, FVO Notes, and Private Warrants are included in other income (expense), net, and changes in fair value of contingent consideration are included in general and administrative expenses in the consolidated statements of operations. Fair Value Disclosure Except for the fair value option notes (“FVO” notes), the fair value of debt approximates the unpaid principal balance and is considered a Level 2 measurement. See Note 6. |
Property, Equipment, and Soft_4
Property, Equipment, and Software | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Equipment, and Software | ||
Property, Equipment, and Software | 4. Property, Equipment, and Software Property, equipment, and software net, consists of the following: March 31, December 31, 2021 2020 Software and computer equipment $ 1,544 $ 1,381 Furniture, office equipment, and other 1,538 567 Internally developed software 11,369 10,741 Leasehold improvements 1,112 1,112 15,563 13,801 Less: Accumulated depreciation and amortization (10,235) (9,208) Property, equipment, and software, net $ 5,328 $ 4,593 Depreciation and amortization expense related to property, equipment, and software was $1,123 and $982 for the three months ended March 31, 2021 and 2020, respectively. | Note 4. Property, Equipment, and Software Property, equipment, and software net, consists of the following: December 31, December 31, 2020 2019 Software and computer equipment $ 1,381 $ 1,392 Furniture, office equipment, and other 567 387 Internally developed software 10,741 10,601 Leasehold improvements 1,112 1,295 13,801 13,675 Less: Accumulated depreciation and amortization (9,208) (7,017) Property, equipment, and software, net $ 4,593 $ 6,658 Depreciation and amortization expense related to property, equipment, and software was $3,786 and $3,680 for the years ended December 31, 2020 and 2019, respectively. |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets and Goodwill | ||
Intangible Assets and Goodwill | 5. Intangible Assets and Goodwill Intangible Assets Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization, and consist of the following, as of March 31, 2021: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 8.0 $ 10,790 $ (2,593) $ 8,197 Acquired technology 6.0 16,295 (6,211) 10,084 Trademarks and tradenames 11.0 5,263 (1,052) 4,211 Non-compete agreements 2.0 280 (57) 223 Total intangible assets $ 32,628 $ (9,913) $ 22,715 Intangible assets consist of the following, as of December 31, 2020: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 The aggregate amortization expense related to intangibles was $1,340 and $807 for the three months ended March 31, 2021 and 2020, respectively. Goodwill The following tables summarize the changes in the carrying amount of goodwill for the three months ended March 31, 2021: Goodwill Balance as of December 31, 2020 $ 28,289 Acquisitions 21,831 Balance as of March 31, 2021 $ 50,120 | Note 5. Intangible Assets and Goodwill Intangible Assets Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consist of the following as of December 31, 2020: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 Intangible assets consist of the following as of December 31, 2019: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 9.0 $ 5,450 $ (1,591) $ 3,859 Acquired technology 4.0 8,546 (4,272) 4,274 Trademarks and tradenames 7.0 2,290 (591) 1,699 Total intangible assets $ 16,286 $ (6,454) $ 9,832 Aggregate amortization expense related to intangibles was $2,858 and $3,697 for the years ended December 31, 2020 and 2019, respectively. Estimated intangibles amortization expense for the next five years and thereafter consists of the following: Estimated Amortization Expense 2021 $ 3,873 2022 2,989 2023 2,659 2024 1,617 2025 1,169 Thereafter 3,654 $ 15,961 Goodwill The following tables summarize the changes in the carrying amount of goodwill for the years ended December 31, 2020 and December 31, 2019: Goodwill Balance as of January 1, 2019 $ 21,305 Acquisitions 916 Divestitures (3,657) Purchase price adjustment (290) Balance as of December 31, 2019 $ 18,274 Acquisitions 10,176 Divestitures (161) Balance as of December 31, 2020 $ 28,289 |
Debt_2
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt | ||
Debt | 6. Debt At March 31, 2021, debt comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 1.0% promissory notes, due 2022 $ 10,343 $ — $ — $ 10,343 8.55% term loan, due 2024 42,145 (2,867) — 39,278 Other notes 600 (117) — 483 $ 53,088 $ (2,984) $ — $ 50,104 Senior Secured Term Loans In January 2021, the Company entered into an amendment (the “Runway Amendment”) to the Loan and Security Agreement, dated as of July 22, 2020 (as amended, the “Runway Loan Agreement”), with Runway Growth Credit Fund, Inc., as agent for a syndicate of lenders. Among other things, the Runway Amendment includes a commitment for a supplemental term loan in the aggregate amount of up to $10 million, reduces the interest rate payable on borrowed amounts, reduces certain financial covenants related to minimum revenue and amended the maturity date to December 15, 2024, and eliminates a minimum cash balance requirement of $3,000 . Porch did not borrow any additional amounts in connection with entering into the Runway Loan Amendment. The Runway Loan is a first lien loan secured by any and all properties, rights and assets of the Company with a maturity date of December 15, 2024. Until the Runway Amendment, interest was payable monthly in arrears at a variable rate of interest based on the greater of 0.55% or LIBOR rate (as defined) plus an applicable margin of 8.50% plus 2% of PIK interest. As of December 31, 2020, the calculated interest rate was 11.05%. The Runway Amendment reduced the applicable margin from 8.5% to 8% and eliminated the PIK interest. As of March 31, 2021 the calculated interest rate was 8.55%. Principal payments are required beginning on August 15, 2022 in equal monthly installments through the maturity date. A prepayment fee of 2%, 1.5%, 1% or 0.5% of the outstanding loan amount is due if the loan is repaid prior to the 1st, 2nd, 3rd or 4th anniversary date, respectively. There is a final payment fee of $1,750 or 3.5% of any partial payment, which is reflected as a discount on the loan and is accreted to interest expense using the effective interest method over the term of the loan or until extinguishment of the related loan. Upon a default, the loan is immediately due and payable and bears interest at 5% higher than the applicable loan interest rate. The financial covenants require the Company to maintain minimum revenue of $15,356 in the quarter ended December 31, 2020, and 70% of projected revenue in all future quarters. As of March 31, 2021, the Company is in compliance with all covenants of the Runway Loan Agreement. Paycheck Protection Program Loans In April 2020, the Company entered into a loan agreement with Western Alliance Bank pursuant to the Paycheck Protection Program established under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The Company received loan proceeds of $8,139 (the “Porch PPP Loan”). The term of the Porch PPP Loan is two years with a maturity date of April 18, 2022 and bears interest at a fixed rate of 1.00%. Payments of principal and interest on the Porch PPP Loan were deferred for the first nine months of the term of the Porch PPP Loan. Principal and interest are payable monthly, less the amount of any potential forgiveness (discussed below), and the Company may prepay 20% or less at any time prior to maturity with no prepayment penalties, more than 20% will require notice to the lender. The Porch PPP Loan contains customary event of default provisions. As of March 31, 2021, the Company is in compliance with all covenants of the Porch PPP Loan. All or a portion of the Porch PPP Loan may be forgiven by the SBA and the lender upon application by the Company, if the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualifying Expenses”). Not more than 25 percent of the Porch PPP Loan may be used for non-payroll costs. The Company believes that it used the proceeds of the Porch PPP Loan for Qualifying Expenses in accordance with the terms of the Porch PPP Loan. The Company submitted an application for forgiveness of the loan in December 2020. However, no assurance is provided that the Company will be able to obtain forgiveness of the Porch PPP Loan in whole or in part. If the loan is forgiven in part or in whole, the Company will reduce the liability by the amount forgiven and record a gain on extinguishment in the consolidated statements of operations. The carrying value of the Porch PPP Loan is $8,317 as of March 31, 2021. In connection with an acquisition of DataMentors Holdings, LLC d/b/a V12 Data (“V12 Data”) on January 12, 2021 (see Note 9), the Company assumed a loan agreement with Western Alliance Bank pursuant to the Paycheck Protection Program for the amount of $2,026 (the “V12 Data PPP Loan”). The loan has a maturity date of April 19, 2022 and a fixed interest rate of 1%. All other terms are the same as those of the Porch PPP Loan. An application for forgiveness of the loan was submitted in November 2020. However, no assurance is provided that the Company will be able to obtain forgiveness of the loan in whole or in part. As of March 31, 2021, the Company is in compliance with all covenants of the V12 Data PPP Loan. Other Promissory Notes In connection with an acquisition on November 2, 2020, the Company issued a promissory note payable to the founder of the acquired entity. The promissory note has an initial principal balance of $750 and a stated interest rate of 0.38% per annum. The promissory note shall be paid in five equal annual installments of $150 each, plus accrued interest commencing on January 21, 2021. As of March 31, 2021, the promissory note had a carrying amount $483. | Note 6. Debt At December 31, 2020, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 1.0% promissory notes, due 2022 $ 8,317 $ — $ — $ 8,317 11.05% term loan, due 2024 41,764 (2,686) (29) 39,049 Other notes 750 (133) — 617 $ 50,831 $ (2,819) $ (29) $ 47,983 At December 31, 2019, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 10% convertible promissory notes, due on demand $ 7,324 $ (36) $ — $ 7,288 6% promissory note, due 2020 185 — — 185 2.55% promissory notes, due 2020 1,100 (41) — 1,059 3.5% convertible promissory notes, due 2022 1,689 (313) — 1,376 9.0% term loan, due 2023 40,500 (528) (689) 39,283 3% promissory note (25% default), due 2024 3,000 (2,906) (57) 37 Other notes 233 — — 233 $ 54,031 $ (3,824) $ (746) $ 49,461 Fair Principal Value 10% convertible notes recorded at fair value $ 5,500 $ 11,659 Minimum principal payment commitments as of December 31, 2020, are as follows: Principal Payments 2021 $ 4,799 2022 12,234 2023 20,346 2024 13,302 2025 150 Thereafter — $ 50,831 Senior Secured Term Loans During 2019, the Company’s secured term loan had a maximum borrowing amount of $40,000 of which $40,000 was outstanding at December 31, 2019. The secured term loan required interest-only payments until December 1, 2020, or until December 1, 2021, if the Company met certain revenue requirements, followed by equal monthly payments of principal and interest through maturity on December 4, 2023. The loan also included a final payment fee of $500. The stated interest rate in the loan was equal to the Base Rate plus 4.00%. The Base rate was equal to the greater of i) the highest prime rate plus 5% and ii) the highest three-month LIBOR rate plus 2.5%. On May 26, 2020, the loan agreement was amended to include interest paid in-kind (“PIK Interest”) at a per annum rate of (A) from the period beginning April 2, 2020 through May 15, 2020, 2.00% and (B) at all times thereafter 1%. At December 31, 2019, the Company was in violation of certain covenants under this senior secured lending arrangement. In July 2020, the Company refinanced the lending arrangement which resolved the issues that created the conditions of default. As a result, the lending arrangement was classified as non-current as of December 31, 2019. In May 2020, the Company was required to use $2,500 of the proceeds received from the Sale of Serviz (See Note 11) to pay down the term loan, resulting in an outstanding original principal balance of $37,500. In July 2020, the Company refinanced the lending arrangement by entering into a Loan and Security Agreement with Runway Growth Credit Fund, Inc. (“Runway Loan”) in the amount of $40,000, with two additional co- lenders providing an aggregated $7,000 in loan proceeds. The co-lenders, Orix Growth Capital, LLC and Midcap Financial Trust, were the Company’s existing senior secured lenders with a $37,645 loan balance outstanding at the time of the refinance. The amendments to the loan agreements with the existing senior secured lenders represents a modification of previously outstanding senior secured loans. Unamortized deferred issuance costs associated with the existing lending arrangement were reduced proportionately with the reduction in principal balances for existing senior secured lenders, resulting in interest expense of $749. The new loan, which totaled $47,000, was used to pay off the existing $37,500 loan. The Runway Loan is a first lien loan secured by any and all properties, rights and assets of the Company with a maturity date of July 22, 2024. Interest is payable monthly in arrears at a variable rate of interest based on the greater of 0.55% or LIBOR rate (as defined) plus an applicable margin of 9.05% plus 2% of PIK interest. As of December 31, 2020, the calculated interest rate is 11.05%. Principal payments are required beginning on August 15, 2022 in equal monthly instalments through the maturity date. A prepayment fee of 2%, 1.5%, 1% or 0.5% of the outstanding loan amount is due if the loan is repaid prior to the 1st, 2nd, 3rd or 4th anniversary date, respectively. There is a final payment fee of $1,645 or 3.5% of any partial payment, which is reflected as a discount on the loan and is accreted to interest expense using the effective interest method over the term of the loan or until extinguishment of the related loan. Upon a default, the loan is immediately due and payable and bears interest at 5% higher than the applicable loan interest rate. The financial covenants require the Company to maintain a minimum level of cash at $3,000, minimum revenue of $15,356 in the quarter ended December 31, 2020, and 80% of projected revenue in all future quarters. Based on the amount of cash available upon completion of the Merger on December 23, 2020, in accordance with the agreement’s terms, $7,057 of the outstanding principal balance of the Runway Loan was required to be repaid, plus interest and prepayment fees of $17 and $391, respectively. Following this repayment, the carrying value of the Runway Loan as of December 31, 2020 is $39,049. As of December 31, 2020, the Company is in compliance with all covenants of the Runway Loan. In January 2021, the Company entered into an amendment (the “Runway Amendment”) to the Runway Loan. See Note 15. The Company issued warrants to purchase redeemable convertible preferred stock in connection with the establishment or amendment of lending arrangements. The grant date fair value of the warrants issued in connection with the establishment of the Runway Loan was $1,216, which was deducted from the face value of the loan and is accreted to interest expense using the effective interest method over the term of the loan or until extinguishment of the related loan. Pre-2019 Convertible Promissory Notes During 2018, the Company issued convertible notes with an aggregate original principal balance of $16,600, an interest rate of 8‑10%, and a maturity date of January 13, 2019. Upon maturity on January 13, 2019, the outstanding principal and accrued interest automatically converted into 1,173,473 shares of Series B redeemable convertible preferred stock and 70,408 Series B redeemable convertible preferred stock warrants at a conversion price of $14.79 per unit (a unit includes one share of Series B redeemable convertible preferred stock and 0.06 of one warrant to purchase Series B redeemable convertible preferred stock). As part of the issuance of the convertible notes, the Company incurred $356 of issuance costs that are recorded as a reduction of convertible notes. In connection with an acquisition on November 1, 2018, the Company issued convertible promissory notes payable to the sellers for an aggregate principal of $7,324. These convertible promissory notes bear interest at 4.5% per annum for the first year and 10% per annum thereafter. Unless converted, monthly payments of principal and interest are due beginning on December 1, 2019. The outstanding principal amount of the convertible promissory notes are convertible into 537,024 shares of common stock. Accrued but unpaid interest shall be waived if the notes are converted within the first year, and otherwise shall be paid in cash. Unless converted, the convertible promissory notes mature at the earliest of i) a change of control of the Company, ii) 10 days after a qualified financing, or iii) three years from the issuance date. As of December 31, 2019, the Company was in default on these convertible promissory notes as the Company failed to make the first payment due on December 1, 2019. Upon default, the carrying value of the convertible promissory notes of $7,288 was reclassified to current liabilities as all principal and unpaid interest is immediately due in cash upon event of default. In May 2020, the Company entered into an amendment to certain payment terms of the convertible promissory notes, including specific interest only and/or catch up payment requirements based on the future cash balance of the Company at specified dates. Upon completion of the Merger on December 23, 2020, the outstanding principal balance of $7,317 and unpaid interest of $516 was paid in full, resulting on a trivial loss on extinguishment. In connection with the acquisition of Serviz.com, Inc. (“Serviz”) on July 20, 2018 (See Note 11), the Company assumed two convertible promissory notes with an aggregate principal balance of $1,689 and an interest rate of 3.5% per annum. Unless converted, the convertible promissory notes, along with accrued interest, are payable at the earlier of i) December 1, 2022 or ii) a qualified financing as defined in the loan agreement. The outstanding principal amount of the convertible promissory notes and any accrued interest are convertible into redeemable convertible preferred stock sold in such financing as defined in the loan agreement, at the option of the holder at a conversion price equal to the original issue price for such series of redeemable convertible preferred stock. On February 28, 2020, one of the convertible promissory notes with a principal balance of $1,400 and a carrying value of $1,153 converted into 198,750 shares of Series C preferred stock. Holders also received 73,538 common stock warrants. A loss on debt extinguishment of $247 was recorded to account for the unamortized discount at the time of conversion. Upon completion of the Merger on December 23, 2020, the remaining principal of $289 and unpaid interest of $48 were paid in full, resulting on a loss on extinguishment of $285. 2019 Convertible Promissory Notes During 2019, the Company issued convertible promissory notes with an aggregate original principal balance of $21,600, an interest rate of 10%, and original maturity dates ranging from January 24, 2020 to December 31, 2020. Based on the terms of the convertible promissory notes, the Company may elect on each applicable interest payment date to pay interest, including any default interest, as Paid In-Kind (“PIK”), whereby such PIK amount would be added to the aggregate principal amount and accrue interest at 10% per annum. On each interest payment date, any PIK amount payable shall be capitalized and treated as additional principal obligations under, shall accrue interest from the applicable interest payment date, and shall become payable in full, in cash, no later than the maturity date. On December 23, 2019, the Company issued to certain holders of convertible promissory notes, such number of Series C Preferred in full satisfaction of the Company’s obligation under the convertible promissory notes, including accrued PIK interest. The amount of original principal balance of convertible promissory notes and related PIK interest, which were converted into Series C Preferred shares were $16,100 and $971, respectively. The Company elected to measure certain convertible promissory notes at fair value in accordance with the fair value option (“FVO Notes”). The FVO Notes had original principal amounts of $5,500. The notes also have a feature that requires payment of 200% of the outstanding principal and unpaid interest amount upon maturity. Each period, the fair value of the FVO notes is determined and resulting gains and losses from the change in fair value of the FVO Notes associated with non-credit components are recognized in income, while the change in fair value associated with the Company’s own credit component is recognized in Accumulated Other Comprehensive Income (“AOCI”). During 2020, there were no changes in fair value associated with the Company’s own credit component recognized in AOCI. During the second quarter of 2020, as part of the divestiture of the Serviz business (See Note 11), one of the FVO notes, with an original principal balance of $3,000, was cancelled by the holder. In July 2020, the Company amended the remaining FVO Note. Under this amendment, the loan plus accrued interest would be repaid upon closing of the Merger or within one year from the issuance date, whichever is earliest, with a premium of two times the outstanding principal and accrued interest. Upon completion of the Merger on December 23, 2020, the Note was paid off for $5,974. 2020 Promissory Notes In April 2020, the Company entered into a loan agreement with Western Alliance Bank pursuant to the Paycheck Protection Program established under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The Company received loan proceeds of $8,139 (the “PPP Loan”). The term of the PPP Loan is two years with a maturity date of April 18, 2022 and bears interest at a fixed rate of 1.00%. Payments of principal and interest on the PPP Loan were deferred for the first nine months of the term of the PPP Loan. Principal and interest are payable monthly, less the amount of any potential forgiveness (discussed below), and the Company may prepay 20% or less at any time prior to maturity with no prepayment penalties, more than 20% will require notice to the lender. The PPP Loan contains customary event of default provisions. As of December 31, 2020, the Company is in compliance with all covenants of the PPP Loan. All or a portion of the PPP Loan may be forgiven by the SBA and the lender upon application by the Company, if the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualifying Expenses”). Not more than 25 percent of the PPP Loan may be used for non-payroll costs. The Company believes that it used the proceeds of the PPP Loan for Qualifying Expenses in accordance with the terms of the PPP Loan. The Company submitted an application for forgiveness of the loan in December 2020. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part. If the loan is forgiven in part or in whole, the Company will reduce the liability by the amount forgiven and record a gain on extinguishment in the consolidated statements of operations. The carrying value of the PPP Loan is $8,139 as of December 31, 2020. As part of the July 23, 2020 acquisition (see Note 11), the Company assumed a loan pursuant to the Paycheck Protection Program for the amount of $398. The loan has a maturity date of April 10, 2022 and a fixed interest rate of 1%. The loan was forgiven by the SBA in the fourth quarter of 2020. In July 2020, the Company entered into convertible loan agreement with Cantor Fitzgerald Securities in the amount of $10,000 with the proceeds of the loan to be received upon completion of the Company’s 2019 financial statement audit. This convertible loan agreement was amended in August 2020, to provide for the funding of $5,000 of the loan into a restricted cash account. Upon completion of the Company’s 2019 financial statement audit, an additional $5,000 of loan proceeds was received in October 2020 in addition to the release of the $5,000 loan proceeds held in a restricted cash account. The loan included a final payment fee equal to 20% of the loan proceeds which was reflected as a discount on the loan and was accreted to interest expense using the effective interest method over the term of the loan. The proceeds from the convertible loan agreement together, with the final payment fee and the accrued interest were paid in full upon the Merger. The loan accrued 12% interest per annum until the loan was repaid upon the Merger. At the time of the Merger, Cantor Fitzgerald Securities had the right to elect to receive PTAC Common Shares in lieu of repayment of all or a portion of the loan proceeds, final payment fee and accrued interest. Cantor Fitzgerald Securities chose to receive full payment in cash rather than in PTAC Common Shares. Upon completion of the Merger on December 23, 2020, the loan was paid off in full in the amount of $12,063, which included $10,000 principal balance, $2,000 final payment fee, and $63 of accrued interest. As a result of the merger, a contingent beneficial conversion feature became exercisable. The commitment date intrinsic value of $564 reduced the carrying value of the loan and increased additional paid in capital. The debt holder did not exercise the beneficial conversion feature. Therefore, the amount paid to settle the debt was first allocated to the settlement-date intrinsic value of the beneficial conversion feature associated with the loan, resulting in a net decrease in additional paid in capital of $5,772. The remaining cash payment was allocated to extinguish the debt and interest payable, resulting in a gain on extinguishment of $5,047. Other Promissory Notes In connection with an acquisition on November 1, 2018, the Company issued term promissory notes payable to the sellers for an aggregate principal of $1,100 and an interest rate of 2.55% per annum. The outstanding principal balance, along with accrued interest, was payable on May 1, 2020. In May 2020, the Company entered into an amendment to certain payment terms of the convertible promissory notes, including specific interest only and/or catch up payment requirements based on the future cash balance of the Company at specified dates. As of December 31, 2019, the promissory notes had a carrying amount $1,059. Upon completion of the Merger on December 23, 2020, the outstanding principal of $1,077 and unpaid interest of $4 were paid in full. In connection with an acquisition on March 14, 2017, the Company assumed a promissory note payable to a founder of the acquired entity who continued as an employee of the Company following the acquisition. The promissory note has an initial principal balance of $185 and an interest rate of 6% per annum. The outstanding principal, along with accrued interest, was payable on March 31, 2020. As of December 31, 2019, the promissory notes had a carrying amount $185. Upon completion of the Merger on December 23, 2020, the outstanding principal of $185 and unpaid interest of $75 were paid in full. No gain or loss on extinguishment resulted from the payoff of the promissory note. On December 19, 2019, the Company issued a promissory note for an aggregate principal of $3,000, with a stated interest rate of 3%. In connection with the issuance of this promissory note, the holder also received 403,101 warrants to purchase Series C redeemable convertible preferred stock of the Company. The grant date fair value of the warrants issued was $3,000, and was deducted from the face value of the bank loans and are accreted to interest expense using the effective interest method over the term of the note or until extinguishment of the related note. Upon occurrence of an Event of Default, the Holder may declare all outstanding obligations immediately payable in cash. Following the occurrence and during the continuance of an Event of Default, interest on the Note shall automatically be increased to 25% per annum. On January 1, 2020, there was an occurrence of default resulting in the default interest rate being effective starting on January 1, 2020. The note was amended in July 2020, which resolved the conditions of default. The amendment provides that the loan plus accrued interest would be repaid upon closing of the Merger, or within one year of the amendment, with a premium payment of $1,000. The Company also provided the holder an additional 51,502 warrants to purchase Series C redeemable convertible preferred stock in connection with the amendment. The amended loan was guaranteed by the CEO of the Company with an asset pledge agreement, which the Company accounted for as a capital contribution by the CEO and a debt discount at fair value. The interest rate and other key terms of the note were not changed. The amendment was accounted for as an extinguishment of the original note, because the amended note was concluded to be substantially different than the original note. The Company recorded a loss on debt extinguishment of $2,532. The amended note was initially recorded at its fair value of $4,233. The fair value of the guarantee of $300 was deducted from the initial fair value of the amended note and is accreted to interest expense using the effective interest method over the term of the note or until extinguishment. As of December 31, 2019, the carrying value of promissory note is $37, and is included in current portion of long-term debt. Upon completion of the Merger on December 23, 2020, the loan was paid off in full in the amount of $4,424, which included $3,381 principal balance, $1,000 final payment fee, and $43 of accrued interest. On February 11, 2020, the Company entered into a future receivables agreement, in which the Company received consideration of $2,000 and agreed to sell 10% of all of Company’s future accounts receivable from the Company’s customers until an amount ranging between $2,300 and $2,700, depending on timing of repayment, was delivered by or on behalf of Company to the lender. Prior to the required repayment date, the Company repaid $2,000 of principal and $700 of interest, resulting in a full payoff of the agreement and no remaining carrying value as of December 31, 2020. In connection with an acquisition on November 2, 2020, the Company issued a promissory note payable to the founder of the acquired entity. The promissory note has an initial principal balance of $750 and a stated interest rate of 0.38% per annum. The promissory note shall be paid in five equal annual installments of $150 each, plus accrued interest commencing on January 21 st , 2021. As of December 31, 2020, the promissory notes had a carrying amount $617. |
Equity and Warrants_2
Equity and Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity and Warrants | ||
Equity and Warrants | 7. Equity and Warrants Shares Authorized As of March 31, 2021, the Company had authorized a total of 410,000,000 shares of stock for issuance, with 400,000,000 shares designated as common stock, and 10,000,000 shares designated as preferred stock. Common Shares Outstanding and Common Stock Equivalents The following table summarizes our fully diluted capital structure at March 31, 2021: Issued and outstanding common shares 87,355,733 Earnout common shares (Note 1 and Note 8) 4,099,999 Total common shares issued and outstanding 91,455,732 Common shares reserved for future issuance: Public warrants 537,377 Private warrants 5,700,000 Common stock options outstanding - 2012 Equity Plan 6,199,325 Restricted stock units (Note 8) 1,282,327 2020 Equity Plan pool reserved for future issuance (Note 8) 11,005,115 Total shares of common stock outstanding and reserved for future issuance 116,179,876 Warrants Upon completion of the Merger with PTAC on December 23, 2020, the Company assumed 8,625,000 public warrants and 5,700,000 private warrants to purchase an aggregate 14,325,000 shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. The Company may call the public warrants for redemption (excluding the private warrants), in whole, at a price of $0.01 per warrant: ● ● ● ● The private warrants are identical to the public warrants, except that the private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees, as defined in the warrant agreements. If the placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. As of December 31, 2020, 5,700,000 private warrants were held by the initial purchases or their permitted transferees. The public and private warrants are classified separately on our unaudited condensed consolidated balance sheets due to differences in each instrument’s contractual terms. The public warrants are classified in equity classified financial instruments and are not remeasured periodically. The private warrants are liability classified financial instruments measured at fair value, with periodic changes in fair value recognized through earnings. See Note 3. On March 23, 2021, the Company announced that it would redeem all outstanding public warrants on April 16, 2021 pursuant to a provision of the warrant agreement under which the public warrants were issued. During March 2021, certain holders of public warrants exercised their warrants to acquire 8,087,623 shares of common stock at a price of $11.50 per share, resulting in cash proceeds of $89.8 million and a receivable balance of $3.2 million. | Note 7. Equity and Warrants Shares Authorized As of December 31, 2020, the Company had authorized a total of 410,000,000 shares for issuance with 400,000,000 shares designated as common stock, and 10,000,000 shares designated as preferred stock . Common Shares Outstanding and Common Stock Equivalents The following table summarizes our fully diluted capital structure at December 31, 2020: Issued and outstanding common shares 75,519,151 Earnout common shares (Note 1A and Note 8) 6,150,000 Total common shares issued and outstanding 81,669,151 Common shares reserved for future issuance: Public warrants 8,625,000 Private warrants 5,700,000 Common stock options outstanding - 2012 Equity Plan (Note 8) 6,414,611 Restricted stock units (Note 8) 2,415,140 Restricted stock awards (Note 8) 166,762 2020 Equity Plan pool reserved for future issuance (Note 8) 11,137,824 Total shares of common stock outstanding and reserved for future issuance 116,128,488 Total shares of common stock outstanding and reserved for future issuance does not include shares that may be issued in connection with the December 31, 2020 acquisition as discussed on Note 11. Warrants PTAC Warrants Upon completion of the Merger with PTAC on December 23, 2020, the Company assumed 8,625,000 public warrants and 5,700,000 private warrants to purchase an aggregate 14,325,000 shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. The Company may call the public warrants for redemption (excluding the private warrants), in whole, at a price of $0.01 per warrant: ● ● ● ● The private warrants are identical to the public warrants, except that the private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. As of December 31, 2020, 5,700,000 private warrants were held by the initial purchases or their permitted transferees and are recorded as a liability on the Consolidated Balance Sheets. See Note 15 for exercises of a portion of PTAC warrants subsequent to December 31, 2020. Legacy Porch Warrants Redeemable convertible preferred stock warrants and common stock warrants that were issued prior to the Merger (“Legacy Porch Warrants”) were cancelled in exchange for 702,791 and 1,705,266 shares of common stock through net share settlement, respectively. Detail related to Legacy Porch Warrant activity for the year ended December 31, 2020, is as follows: Redeemable Convertible Preferred Stock Common Stock Weighted- Weighted- Average Average Number of Exercise Number of Exercise Warrants Price Warrants Price Balances as of January 1, 2020 965,157 $ 4.39 2,095,074 $ 2.02 Warrants granted 209,384 5.62 73,538 1.77 Warrants exercised — — — — Warrants cancelled (1,174,541) 4.60 (2,168,612) 2.02 Balances as of December 31, 2020 — $ — $ — $ — |
Stock-Based Compensation_2
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | ||
Stock-Based Compensation | 8. Stock-Based Compensation Under the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), which replaced the Company’s 2012 Equity Incentive Plan upon the closing of the Merger in December 2020, the employees, directors and consultants of the Company, are eligible for grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards (“RSA”) and RSUs, collectively referred to as “Awards”. Stock-based compensation consists of expense related to (1) equity awards in the normal course and (2) a secondary market transaction as described below: Three months ended March 31, 2021 2020 Secondary market transaction $ 1,933 $ — Employee earnout restricted stock 12,373 — Employee awards 2,529 672 Total operating expenses $ 16,835 $ 672 2019 Secondary Stock Transactions In May 2019, the Company’s CEO and Founder purchased a total of 7,559,047 shares of legacy Porch.com redeemable convertible preferred stock from an existing investor for an aggregate purchase price of $4,023 ($0.53 per legacy Porch.com share). The Company determined that the purchase price was below fair value of such shares and as result recorded compensation expense of $33,232 in general and administrative expense for the difference between the purchase price and fair value. In July 2019, the Company’s CEO and Founder subsequently sold 901,940 shares of legacy Porch.com redeemable convertible preferred stock as an incentive to 11 executives of the Company at the same price at which the shares were initially acquired in the May 2019 transaction, which represents a $2,553 discount to fair value. The original terms stated that the Company had the right to repurchase such shares if certain service vesting conditions and performance conditions are not met. In December 2020, the performance vesting conditions were met, and compensation expense of $1,616 was recorded in 2020 related to these awards, of which $689 was related to former employees and immediately recognized, as there is no continued service vesting requirement, and $927 was related to current employees and recognized as a cumulative catch up related to the portion of the service period satisfied through December 31, 2020. In March 2021, the Porch board of directors (the “Board”) amended the original terms to accelerate the vesting of these awards and remove the Company’s repurchase right with the respect to the shares. The remaining stock compensation of $1,933 related to the award was recognized in March 2021. 2020 Equity Incentive Plan The aggregate number of shares of common stock reserved for future issuance under the 2020 Plan is 11,005,115. The number of shares of common stock available under the 2020 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2021, and continuing until (and including) the calendar year ending December 31, 2030, with such annual increase equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on December 31st of the immediately preceding fiscal year and (ii) an amount determined by the Board. Stock-Based Compensation Awards granted under the 2020 Plan to employees typically vest 25% of the shares one year after the options’ vesting commencement date and the remainder ratably on a monthly basis over the following three years. Other vesting terms are permitted and are determined by the Board. Options have a term of no more than ten years from the date of grant and vested options are generally canceled three months after termination of employment. During the three months ended March 31, 2021, the Company approved 132,709 RSU’s to various levels of key employees and members of the Board. Payroll Reduction Program In March 2020, in response to the adverse impact of COVID-19 on the Company’s operations and financial performance, the Company carried out a variety of measures to reduce cash operating expenses, including the implementation of a partial employee furlough and payroll reduction in exchange for RSUs. During the year ended December 31, 2020, the Company reduced cash payroll costs by $3,979 in exchange for a commitment by the Company to provide up to 2,356,045 RSUs subject to (a) a performance (liquidity) vesting condition and (b) and ongoing employment until March 31, 2021 (or June 30, 2021, for certain awards) in order to be fully vested. The grant of these RSUs was approved by the Board of Directors in June, July, and August 2020 and 2,356,045 were issued during the year ended December 31, 2020. The performance vesting conditions, which were previously considered not probable of achievement were met in December 2020 as a result of the Merger. As a result, a cumulative catch up of $6,506 of compensation expense was recorded in the fourth quarter of 2020. Compensation cost of $1,105 was recorded during the three months ended March 31, 2021, and $500 is expected to be recorded over the remaining service period in 2021. Employee Earnout Restricted Stock Upon the Merger, 1,003,317 restricted common shares, subject to vesting and forfeiture conditions, were issued to employees and service providers pursuant to their holdings of pre-Merger options, RSUs or restricted shares (the “employee earnout shares”). The employee earnout shares were issued in three equal tranches with separate market vesting conditions. One - third of the employee earnout shares will meet the market vesting condition when the closing price of the Company’s common stock is greater than or equal to $18.00 over any 20 trading days within any thirty- consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. The employee earnout shares are forfeited upon termination of an employee’s employment. Upon forfeiture, the forfeited shares will be redistributed to all earnout shareholders. Upon redistribution of earnout shares, the awards will be recorded as new awards. The fair value of the award on the grant date is a weighted average of $12.08 per share and will be recognized as stock compensation expense on a graded vesting basis over the derived service period of 1 year or shorter if the awards vest. During the three months ended March 31, 2021, 19,838 shares were forfeited due to employee terminations. This resulted in the grant of 3,918 additional shares to employee holders at a weighted-average grant date fair value of $16.78. During March 2021, 329,132 restricted employee earnout shares were fully vested, as the market condition for vesting was fully satisfied as a result of the Company’s stock price and trading activity. The Company recorded $6,153 in stock compensation expense related to the employee earnout shares in the quarter ended March 31, 2021, and $5,476 is expected to be recorded over the remaining estimated service period in 2021. CEO Earnout Restricted Stock Prior to the closing of the Merger, the Company’s CEO and Founder, Matt Ehrlichman was granted a restricted stock award under the 2012 Plan which was converted into an award of 1,000,000 restricted shares of common stock upon the closing of the Merger. The award will vest in one-third installments if certain stock price triggers are achieved within 36-months following the closing of the Merger. One - third of the restricted shares will meet the market vesting condition when the Company’s common stock is greater than or equal to $18.00 over any 20 trading days within any 30 consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. If Mr. Ehrlichman’s employment with the Company is terminated prior to the award being fully vested, then the award will be terminated and canceled, provided that if Mr. Ehrlichman’s employment is terminated by the Company without cause or Mr. Ehrlichman resigns due to good reason (in each case, as defined in the award agreement), the award will remain outstanding and will vest to the extent the stock price triggers are achieved during the 36-month period. The fair value of the award on the grant date is an average of $12.08 per share and will be recognized as stock compensation expense on a graded vesting basis over the derived service period of 1 year or shorter if the awards vest. During the three months ended March 31, 2021, 333,333 CEO restricted earnout shares were fully vested, as the market conditions for vesting was fully satisfied as a result of the Company’s stock price and trading activity. The Company recorded $6,228 in stock compensation expense related to the restricted stock award in the quarter ended March 31, 2021, and $5,526 is expected to be recorded over the remaining estimated service period in 2021. | Note 8. Stock-Based Compensation 2012 and 2020 Equity Incentive Plans Legacy Porch.com’s 2012 Equity Incentive Plan (the “2012 Plan”) provides for the grant of incentive and non-statutory options, stock appreciation rights, restricted stock awards (“RSA”) and restricted stock units (“RSU”) to employees, directors and consultants of the Company (“Service Providers”), collectively referred to as “Awards”. Each Legacy Porch.com option from the 2012 Plan that was outstanding immediately prior to the Merger and held by current employees or service providers, whether vested of unvested, was converted into an option to purchase a number of shares of common stock (each such option, an “Exchanged Option” equal to 0.4697 of Porch Group, Inc. common stock. Except as specifically provided in the Merger Agreement, following the Merger, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Porch.com option immediately prior to the consummation of the Merger. All stock option, RSA and RSU activity was retroactively restated to reflect the Exchanged Options. On July 29, 2020, the board of directors approved the adoption of the Porch Group, Inc. 2020 Stock Incentive Plan (the “2020 Plan”), subject to approval by Porch Group, Inc.’s stockholders. On December 22, 2020, the Porch Group, Inc. stockholders voted in favor of adoption of the 2020 Plan. The aggregate number of shares of common stock reserved for future issuance under the 2020 Plan is 11,137,824. The number of shares of common stock available under the 2020 Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2021, and continuing until (and including) the calendar year ending December 31, 2030, with such annual increase equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on December 31st of the immediately preceding fiscal year and (ii) an amount determined by the Porch board of directors. The 2020 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other stock awards, and performance awards to employees, officers, non-employee directors and independent service providers of the Company. The 2020 Plan became effective immediately upon the closing of the Merger. Stock-Based Compensation Stock-based compensation consists of expense related to (1) equity awards in the normal course and (2) a secondary market transaction as described below: 2020 (as restated) 2019 Secondary market transaction $ 1,616 $ 33,232 Employee awards 9,680 2,740 Total operating expenses $ 11,296 $ 35,972 2019 Secondary Stock Transactions In May 2019, the Company’s CEO and Founder purchased a total of 7,559,047 shares of legacy Porch.com redeemable convertible preferred stock from an existing investor for an aggregate purchase price of $4,023 ($0.53 per legacy Porch.com share). The Company determined that the purchase price was below fair value of such shares and as result recorded compensation expense of $33,232 in general and administrative expense for the difference between the purchase price and fair value. In July 2019, the Company’s CEO and Founder subsequently sold 901,940 shares of legacy Porch.com redeemable convertible preferred stock as an incentive to eleven executives of the Company at the same price at which the shares were initially acquired in the May 2019 transaction, which represents a $2,553 discount to fair value. The Company has the right to repurchase such shares if certain service vesting conditions and performance conditions are not met. In December 2020, the performance vesting conditions were met, and compensation expense of $1,616 was recorded in 2020 related to these awards, of which $689 was related to former employees and immediately recognized, as there is no continued service vesting requirement, and $927 was related to current employees and recognized as a cumulative catch up related to the portion of the service period satisfied through December 31, 2020. The remaining stock compensation related to the award will be recognized over the remaining service period. Common Stock Valuation Prior to the completion of the Merger the fair value of Legacy Porch.com common stock used in the calculation of the fair value of the stock options was determined by management with assistance from third-party valuation specialists using both market and income approaches. Stock Options Options granted under the Equity Plan to employees typically vest 25% of the shares one year after the options’ vesting commencement date and the remainder ratably on a monthly basis over the following three years. Other vesting terms are permitted and are determined by the Board. Options have a term of no more than ten years from the date of grant and vested options are generally cancelled three months after termination of employment. All stock options issued during the year ended December 31, 2020 were issued under the 2012 Plan. Detail related to stock option activity for the year ended December 31, 2020 is as follows: Weighted- Weighted- Average Number of Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Balances as of January 1, 2020 7,428,682 $ 2.21 7.3 277 Options granted 2,202,417 4.23 Options exercised (439,754) 2.02 Options forfeited (323,840) 2.36 Options canceled or expired (2,452,894) 2.41 Balances as of December 31, 2020 6,414,611 $ 2.85 $ 73,260 Exercisable at December 31, 2020 3,472,595 $ 2.30 $ 73,260 The fair value of each employee stock option granted during the years ended December 31, 2020 and 2019, were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2020 2019 Risk-free interest rate 0.3 – 0.6 % 1.6 – 1.9 % Expected term (years) 5 – 6 3 – 6 Dividend yield — — Volatility 59 – 60 % 46 – 51 % The risk-free interest rate used in the Black-Scholes option-pricing model is based on the implied yield currently available in the U.S. Treasury securities at maturity with an equivalent term. The expected term for options granted to employees is estimated using the simplified method. The Company has not declared or paid any dividends through December 31, 2020 and does not currently expect to do so in the future. The Company bases its estimate of expected volatility on the historical volatility of comparable companies from a representative peer group selected based on industry, financial, and market capitalization data. The Company uses the average expected volatility rates reported by the comparable group for an expected term that approximated the expected term estimated by the Company. The estimated weighted-average grant date fair value of options granted to employees during the years ended December 31, 2020 and 2019, was $2.26 per share and $0.85 per share. The fair value of stock options that vested during the years ended December 31, 2020 and 2019, was $1,785 and $1,779, respectively. The total amount of unrecognized compensation cost for options granted to employees and nonemployees as of December 31, 2020, is approximately $5,24 5 and is expected to be recognized over a weighted-average period of 0.6 years. RSUs and Payroll Reduction Program In March 2020, in response to the adverse impact of COVID-19 on the Company’s operations and financial performance, the Company carried out a variety of measures to reduce cash operating expenses, including the implementation of a partial employee furlough and payroll reduction in exchange for RSUs. During the year ended December 31, 2020, the Company reduced cash payroll costs by $3,979 in exchange for a commitment by the Company to provide up to 2,356,045 RSUs subject to (a) a performance (liquidity) vesting condition and (b) and ongoing employment until March 31, 2021 (or June 30, 2021, for certain awards) in order to be fully vested. The grant of these RSUs was approved by the Board of Directors in June, July, and August 2020 and 2,356,045 were issued during the year ended December 31, 2020. The performance vesting conditions, which were previously considered not probable of achievement were met in December 2020 as a result of the Merger. As a result, a cumulative catch up of $6,506 of compensation expense was recorded. Compensation cost of $1,605 will be recorded during 2021 over the remaining service period. There was a small number of additional RSU grants during the fourth quarter, which were unrelated to the payroll reduction program. All RSUs issued as part of this program were issued under the 2012 Plan. The following table summarizes the activity of restricted stock units for the year ended December 31, 2020: Number of Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2020 — $ — Granted 2,450,718 3.69 Canceled (35,578) 3.44 Balances as of December 31, 2020 2,415,140 $ 3.64 Employee Earnout Restricted Stock Upon the Merger, 976,331 restricted common shares, subject to vesting and forfeiture conditions, were issued to employees and service providers pursuant to their holdings of pre-Merger options, RSUs or restricted shares (the “employee earnout shares”). The employee earnout shares were issued in three equal tranches with separate market vesting conditions. One third of the employee earnout shares will meet the market vesting condition when the closing price of the Company’s common stock is greater than or equal to $18.00 over any twenty trading days within any thirty- consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. The employee earnout shares are forfeited by the employee upon termination of employment. Upon forfeiture, the forfeited shares will be redistributed to all earnout shareholders. Upon redistribution of earnout shares, the awards will be recorded as new awards. The fair value of the award on the grant date is an average of $12.08 per share and will be recognized as stock compensation expense on a graded vesting basis over the derived service period of 1 year or shorter if the awards vest. During 2020, the Company recorded $314 in stock compensation expense related to the employee earnout shares. CEO Earnout Restricted Stock Prior to the closing of the Merger, the Company’s CEO, Matt Ehrlichman was granted a restricted stock award under the 2012 Plan which was converted into an award of 1,000,000 restricted shares of common stock upon the closing of the Merger. The award will vest in one-third installments if certain stock price triggers are achieved within 36-months following the closing of the Merger. One third of the restricted shares will meet the market vesting condition when the Company’s common stock is greater than or equal to $18.00 over any twenty trading days within any thirty- consecutive trading day period within 36 months of the closing date of the Merger. An additional third will vest when the Company’s common stock is greater than or equal to $20.00 over the same measurement period. The final third will vest when the Company’s common stock is greater than or equal to $22.00 over the same measurement period. If Mr. Ehrlichman’s employment with the Company is terminated prior to the award being fully vested, then the award will be terminated and cancelled, provided that if Mr. Ehrlichman’s employment is terminated by the Company without cause or Mr. Ehrlichman resigns due to good reason (in each case, as defined in the award agreement), the award will remain outstanding and will vest to the extent the stock price triggers are achieved during the 36-month period. The fair value of the award on the grant date is an average of $12.08 per share and will be recognized as stock compensation expense on a graded vesting basis over the derived service period of 1 year or shorter if the awards vest. During 2020, the Company recorded $322 in stock compensation related to the award. Restricted Stock Awards The following table summarizes the activity of restricted stock awards in connection with certain pre-2020 acquisitions for the year ended December 31, 2020: Number of Restricted Stock Awards Balances as of January 1, 2020 472,141 Shares granted — Shares vested (305,379) Shares forfeited — Balances as of December 31, 2020 166,762 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 9. Income Taxes The components of the income tax (benefit) provision are as follows: 2020 (as restated) 2019 Current: Federal $ — $ — State 71 67 Total current 71 67 Deferred Federal (1,433) 21 State (327) 8 Total deferred (1,760) 29 Provision for income taxes $ (1,689) $ 96 The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below. The valuation allowance relates to deferred tax assets for which it is more likely than not that the tax benefit will not be realized. December 31, 2020 December 31, (as restated) 2019 Deferred tax assets Accrued expenses $ 1,114 $ 1,124 Stock compensation 2,469 1,219 Deferred revenue 2,036 2,066 Property and equipment 229 176 Intangibles 452 826 Goodwill 1,444 1,391 Other 8 8 Net operating losses 50,119 40,815 Disallowed interest 6,385 2,159 Valuation allowance (63,317) (48,499) Total deferred tax assets 939 1,285 Deferred tax liabilities Internally developed software (943) (1,319) Total deferred tax liabilities (943) (1,319) Net deferred tax assets (liabilities) $ (4) $ (34) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for income tax purposes and the tax effect of the tax loss carryforwards. The Company has recorded a valuation allowance due to the uncertainty surrounding the ultimate realizability or recoverability of such assets. Management evaluates, on an annual basis, both the positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable and the amount of the valuation allowance. In its evaluation, the Company considered its cumulative losses as significant negative evidence. Based upon a review of the four sources of income identified within ASC 740, Accounting for Income Taxes, the Company determined that the negative evidence outweighed the positive evidence. At such time as it is determined that it is more likely than not the deferred tax assets are realizable, the valuation allowance will be reduced. The valuation allowance increased by $14.8 million for the year ended December 31, 2020 from $48.5 million to $63.3 million. As of December 31, 2020 (as restated) and 2019, the Company had net operating loss carryforwards for federal tax purposes of approximately $209.5 million and $173.5 million and $99.0 million and $68.6 million for state income tax purposes, respectively, which may be used to offset future taxable income. The net operating loss carryforwards for federal tax purposes will begin to expire in 2032 and the net operating loss carryforwards for state tax purposes will begin to expire in 2021. The net operating loss with an unlimited carryforward period is $106.7 million for federal tax purposes and $15.3 million for state tax purposes. Utilization of net operating loss carryforwards are subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended, in the event of a change in the Company’s ownership, as defined in current income tax regulations. A reconciliation of the income tax (benefit) provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows: 2020 (as restated) 2019 Tax computed at federal statutory rate $ (11,702) $ (21,677) State tax, net of federal tax benefit (2,097) (1,475) Other 803 515 Loss on disposition — 1,049 Compensation (972) 6,507 Debt transactions (824) 2,145 Enacted tax rate changes (159) (119) Return to provision (502) (991) Valuation allowance 13,764 14,142 Total provision (benefit) for income taxes $ (1,689) $ 96 The U.S. federal statutory tax rate is 21%, while the Company’s effective tax rate for 2020 (as restated) was 3.0% and 2019 was -0.1%. The difference is due primarily to the tax benefit of pre-tax book losses being offset by valuation allowance. The Company also recorded a deferred tax benefit, resulting from the release of a portion of the valuation allowance due to deferred tax liabilities created by certain current year acquisitions. The Company files federal and state tax returns. The Company is subject to income tax examinations by federal and various state tax authorities for years beginning in 2017 and 2015, based on the respective statutes of limitations. Further, to the extent allowed by law, the taxing authorities may have the right to examine prior originating periods due to the existence of net operating loss and tax credit carryforwards in the years that they are utilized. The Company had no unrecognized uncertain tax positions as of December 31, 2020 and 2019. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2020 | |
401(k) Savings Plan | |
401(k) Savings Plan | Note 10. 401(k) Savings Plan Effective November 1, 2014, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all domestic employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Board. As of December 31, 2020 the Company had not made contributions to the plan since its inception. |
Business Combinations and Dispo
Business Combinations and Disposals | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations and Disposals | |
Business Combinations and Disposals | Note 11. Business Combinations and Disposals During 2020 and 2019, the Company completed several business combination transactions. The purpose of each of the acquisitions were to expand the scope and nature of the Company’s product and service offerings, obtain new customer acquisition channels, add additional team members with important skillsets, and realize synergies. The aggregate transaction costs associated with these transactions were $247 and $123 during 2020 and 2019, respectively, and are included in general and administrative expenses on the consolidated statements of operations. The results of operations for each acquisition are included in the Company’s consolidated financial statements from the date of acquisition onwards. 2020 Acquisitions and Disposals The acquisitions are included in the Company’s consolidated financial statements as of the date of the acquisition. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets and liabilities acquired, legal and other contingencies as of the acquisition date, income and non-income-based taxes and residual goodwill. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. Pro forma results of operations have not been presented because the effects of 2020 acquisitions, individually and in the aggregate, were not material to our consolidated results of operations. The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during the year ended December 31, 2020: Weighted Average Useful Life (in years) July 23, 2020 Acquisition December 31, 2020 Acquisition Other Acquisitions Total Purchase consideration: Cash $ 2,000 $ 6,003 $ 325 $ 8,328 Issuance of common stock 1,790 4,711 358 6,859 Deferred acquisition consideration — — 80 80 Notes payable — — 607 607 Contingent consideration — 1,749 — 1,749 Total purchase consideration: $ 3,790 $ 12,463 $ 1,370 $ 17,623 Assets: Cash and cash equivalents $ 382 $ 119 $ 36 $ 537 Current assets 554 212 7 773 Property and equipment 212 44 2 258 Intangible assets: Customer relationships 740 2,400 — 3,140 Acquired technology 470 3,700 300 4,470 Trademarks and tradenames 670 600 240 1,510 Non-competition agreements 70 155 — 225 Goodwill 1,576 7,242 1,358 10,176 Total assets acquired 4,674 14,472 1,943 21,089 Current liabilities (884) (322) (527) (1,733) Deferred tax liabilities, net — (1,687) (46) (1,733) Net assets acquired $ 3,790 $ 12,463 $ 1,370 $ 17,623 July 23, 2020 Acquisition On July 23, 2020, the Company acquired a moving services technology company. The purpose of the acquisition was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. We expect $1,576 of acquired goodwill to be deductible for income tax purposes. December 31, 2020 Acquisition On December 31, 2020, the Company acquired iRoofing LLC, a roofing software company. The purpose of the acquisition was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. As part of the consideration, 300,000 shares of commons stock issued have a guarantee of $20.00 per share. The contingent consideration would equal approximately 123,000 additional shares of common stock at the time of the acquisition. The goodwill associated with the acquisition is not expected to be deductible for income tax purposes. Other Acquisitions In the third quarter of 2020, the Company completed two other acquisitions that are not material to the consolidated financial statements. The purpose of these acquisitions was to expand the scope and nature of the Company’s service offerings, add additional team members with important skillsets, and realize synergies. The transaction costs associated with this acquisition were trivial. We expect $222 of acquired goodwill for one of the acquisitions to be deductible for income tax purposes. The goodwill associated with another acquisition is not expected to be deductible for income tax purposes. 2020 Disposal On May 29, 2020, the Company disposed of the Serviz business. At the same time, the Company entered into a revenue transaction with the buyer of Serviz that will be satisfied over a one-year service period. In consideration for both the Serviz business and the revenue transaction, the Company received $5,000 in cash and the buyer cancelled the Company’s convertible promissory note which was recorded under the FVO and had a fair value at the time of the transaction of $2,724. The consideration allocated to the revenue transaction based on the fair value of services to be delivered is $5,000. The remainder of the consideration, was determined to be consideration for Serviz. Serviz had net assets of approximately $1,282. The Company recorded a gain of $1,442 included in the gain on divestiture of businesses in the consolidated statements of operations for the year ended December 31, 2020. 2019 Acquisitions and Disposals The Company acquired a business that connects new homebuyers to utility companies, for aggregate consideration of $479 which included definite-lived intangible assets of $340, net liabilities of $830 and goodwill of $969. The purpose of the acquisition was to expand the scope and nature of the Company’s product and service offerings, obtain new customer acquisition channels, add additional team members with important skillsets, and realize synergies. The transaction costs associated with this acquisition were $123 and are included in general and administrative expenses on the consolidated statements of operations. The acquisition was not material to the consolidated financial statements. The Company divested of a company and as a part of the transaction, received 23,488 shares of Porch’s common stock. The Company recorded a $4,508 loss upon disposal in loss on divestiture of businesses in the consolidated statements of operations for the year ended December 31, 2019. |
Commitments and Contingencies_2
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | 10. Commitments and Contingencies Litigation From time to time the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, the Company is unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities the Company has recorded in the financial statements covering these matters. The Company reviews its estimates periodically and makes adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. Cases under Telephone Consumer Protection Act Porch and an acquired entity, GoSmith.com, are party to 14 legal proceedings alleging violations of the automated calling and/or Do Not Call restrictions of the Telephone Consumer Protection Act of 1991 (“TCPA”). Some of these actions allege related state law claims. Most of the proceedings were commenced as mass tort actions by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States and have been consolidated in the United States District Court for the Western District of Washington, where Porch resides. A related action brought by the same plaintiffs’ law firm was dismissed with prejudice and is on appeal before the Ninth Circuit Court of Appeals. These actions are at an early stage in the litigation process. It is not possible to determine the likelihood of an unfavorable outcome of these disputes, although it is reasonably possible that the outcome of these actions may be unfavorable. Further, it is not possible to estimate the range or amount of potential loss (if the outcome should be unfavorable). Porch intends to contest these cases vigorously. Kandela, LLC v Porch.com, Inc. In May 2020, the former owners of Kandela, LLC filed a complaint against Porch in the Superior Court of the State of California, alleging a breach of contract related to the terms and achievement of an earnout agreement related to the acquisition of the Kandela business and related fraudulent inducement claims . This action is at an early stage in the litigation process and Porch is unable to determine the likelihood of an unfavorable outcome, although it is reasonably possible that the outcome may be unfavorable; however, settlement discussions have progressed with certain plaintiffs. Porch is unable to provide an estimate of the range or amount of potential loss across all claims (if the outcome should be unfavorable); however, Porch has recorded an estimated accrual related to those claims underlying the aforementioned settlement discussions. Porch intends to contest this case vigorously. Putative Wage and Hours Class Action Proceeding A former employee of HireAHelper™ filed a complaint in San Diego County Superior Court asserting putative class action claims for failure to pay overtime, failure to pay compensation at the time of separation and unfair business practices in violation of California law. HireAHelper™ was served with the complaint in December 2020 and on January 28, 2021 Defendants removed the case to the United States District Court for the Southern District of California. The plaintiff seeks to represent all current and former non-exempt employees of HireAHelper™ and Legacy Porch in the State of California during the relevant time period. While this action is still at an early stage in the litigation process, we have recorded an estimated accrual for a contingent loss based on information currently known . The parties have agreed to explore resolution by way of a private non-binding mediation in the summer or fall of 2021, however if such mediations are unsuccessful losses may exceed the amount accrued. | Note 12. Commitments and Contingencies Leases The Company leases its facilities under non-cancelable operating leases, some of which contain rent holidays and escalation provisions. Rent expense is recognized on the straight-line method over the term of the lease. The difference between rent expense (which includes the impact of rent holidays and escalation provisions) and rent paid is recorded as deferred rent, the current portion of which is included in other current liabilities and the long-term portion in other liabilities in the Company’s consolidated balance sheets. Minimum commitments under noncancelable operating lease agreements as of December 31, 2020, are as follows: Lease Payments 2021 $ 1,333 2022 821 2023 315 2024 — 2025 — Thereafter — $ 2,469 Rent expense was approximately $1,700 and $1,800 during the years ended December 31, 2020 and 2019, respectively. Purchase Commitments As of December 31, 2020, the Company had non-cancelable purchase commitments, primarily for data purchases, as follows: 2021 $ 3,742 2022 3,514 2023 3,514 2024 — 2025 — $ 10,770 Litigation From time to time the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, the Company is unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities the Company has recorded in the financial statements covering these matters. The Company reviews its estimates periodically and makes adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. Cases under Telephone Consumer Protection Act Porch and an acquired entity, GoSmith.com, are party to 14 legal proceedings alleging violations of the automated calling and/or Do Not Call restrictions of the Telephone Consumer Protection Act of 1991 (“TCPA”). Some of these actions allege related state law claims. Most of the proceedings were commenced as mass tort actions by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States and have been consolidated in the United States District Court for the Western District of Washington, where Porch resides. A related action brought by the same plaintiffs’ law firm was dismissed with prejudice and is on appeal before the Ninth Circuit Court of Appeals. These actions are at an early stage in the litigation process. It is not possible to determine the likelihood of an unfavorable outcome of these disputes, although it is reasonably possible that the outcome of these actions may be unfavorable. Further, it is not possible to estimate the range or amount of potential loss (if the outcome should be unfavorable). Porch intends to contest these cases vigorously. Kandela, LLC v Porch.com, Inc. In May 2020, the former owners of Kandela, LLC filed a complaint against Porch in the Superior Court of the State of California, alleging a breach of contract related to the terms and achievement of an earnout agreement related to the acquisition of the Kandela business and related fraudulent inducement claims . This action is at an early stage in the litigation process and Porch is unable to determine the likelihood of an unfavorable outcome, although it is reasonably possible that the outcome may be unfavorable. Porch is unable to provide an estimate of the range or amount of potential loss (if the outcome should be unfavorable). Porch intends to contest this case vigorously. Putative Wage and Hours Class Action Proceeding. A former employee of HireAHelper™ filed a complaint in San Diego County Superior Court asserting putative class action claims for failure to pay overtime, failure to pay compensation at the time of separation and unfair business practices in violation of California law. HireAHelper™ was served with the complaint in December 2020 and on January 28, 2021 Defendants removed the case to the United States District Court for the Southern District of California. The plaintiff seeks to represent all current and former non-exempt employees of HireAHelper™ and Legacy Porch in the State of California during the relevant time period. This action is at an early stage in the litigation process and Porch is unable to determine the likelihood of an unfavorable outcome, although it is reasonably possible that the outcome may be unfavorable. Porch is unable to provide an estimate of the range or amount of potential loss (if the outcome should be unfavorable), however the parties have agreed to explore resolution by way of a private non-binding mediation in the summer or fall of 2021. Porch intends to contest this case vigorously. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Parties | |
Related Parties | Note 13. Related Parties In July 2020, the CEO and founder, entered into an agreement with another significant shareholder, that provides, upon consummation of the PTAC Merger Agreement, for a payment of $3,214 in cash and 950,000 of Porch Group, Inc. stock from the CEO to the other significant shareholder in connection with the Merger Agreement including the conversion of preferred stock to common stock. This transfer of $17,284 in consideration was accounted for as a deemed capital contribution from the CEO and founder to the Company and induced conversion of preferred stock into common stock immediately prior to the close of the PTAC Merger Agreement. The total consideration transferred increase total net loss in determining net loss available to common shareholders by $17,284. In 2019, the CEO and founder of the Company purchased convertible promissory notes with an aggregate original principal balance of $1,000. In 2019, the Company sold a direct-to-customer security services business to a related party as one of its divestitures as it focused the business operations on its core vertical software strategy. See Note 11. In 2019, the Company entered into an acquisition deferral agreement with the former owner of a business previously acquired by the Company on March 14, 2017. The existing agreement provided for payments of $931 on December 31, 2018, and $232 quarterly from June 14, 2019 through March 14, 2020. The amended payment schedule provides for monthly installments of at least $100, as determined by the agreement, beginning in June 2019 and the balance shall be paid in full by December 31, 2021. In 2019, convertible promissory notes having an aggregate original principal balance of $16,600 and accrued interest of $641 converted into 1,173,473 shares of Series B redeemable convertible preferred stock and warrants to purchase 70,408 shares of Series B redeemable convertible preferred stock. An existing investor affiliated with a member of the Board participated in this equity conversion and received 354,268 shares of Series B redeemable convertible preferred stock and warrants to purchase 21,256 shares of Series B redeemable convertible preferred stock. See Note 7. An immediate family member of the Company’s CEO and founder is a partner of a law firm retained by the Company. The Company purchased services from this law firm in the amounts of approximately $2,873 and $862 during the years ended December 31, 2020 and 2019, respectively. The amounts due to this law firm were $0 and $2,693 as of December 31, 2020 and 2019, respectively. The law firm received 21,256 shares of Series B Preferred and warrants to purchase 2,042 shares of Series B Preferred in 2018, which reduced the payable due to this firm by $500. |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Basic and Diluted Net Loss Per Share | ||
Basic and Diluted Net Loss Per Share | 11. Basic and Diluted Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. It has been retrospectively adjusted for all periods prior to the reverse capitalization. The retroactive adjustment is based on the same number of weighted-average shares outstanding in each historical period. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, RSUs, RSAs, convertible notes, earnout shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (65,101) $ (18,367) Denominator: Shares used in computing net loss attributable per share to common stockholders, basic and diluted 85,331,575 34,965,300 Net loss attributable per share to common stockholders: Basic and diluted $ (0.76) $ (0.53) The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented: 2021 2020 Stock options 6,199,325 6,918,406 Restricted stock units and awards 1,282,327 96,550 Legacy Porch warrants — 3,134,068 Public and private warrants 6,237,377 — Earnout shares 4,099,999 — Convertible debt — 1,034,760 See Note 7 for additional information regarding the terms of the warrants. See Note 8 for additional information regarding stock options and restricted stock. | Note 14. Basic and Diluted Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. It has been retrospectively adjusted for all periods prior to the reverse capitalization. The retroactive adjustment is based on the same number of weighted average shares outstanding in each historical period. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock units, restricted stock awards, convertible notes, earnout shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the years ended December 31, 2020 and 2019: 2020 (as restated) 2019 Numerator: Net loss $ (54,032) $ (103,319) Induced conversion of preferred stock (17,284) — Net loss attributable to common stockholders, basic $ (71,316) $ (103,319) Add: gain on warrant fair value (2,427) — Adjusted net loss for diluted loss per share $ (73,743) $ (103,319) Denominator: Shares used in computing net loss attributable per share to common stockholders, basic 36,344,234 31,170,351 Shares used in computing net loss attributable per share to common stockholders, diluted 36,374,215 31,170,351 Net loss attributable per share to common stockholders: Basic $ (1.96) $ (3.31) Diluted $ (2.03) $ (3.31) The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented: 2020 2019 Stock options 6,414,611 7,428,682 Restricted stock units and awards 2,581,902 495,633 Legacy Porch warrants — 3,060,530 Public warrants 8,625,000 — Earnout shares 6,150,000 — Convertible debt — 1,734,264 See Note 7 for additional information regarding the terms of warrants. See Note 8 for additional information regarding stock options and restricted stock units and awards. |
Subsequent Events_2
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||
Subsequent Events | 12. Subsequent Events (a) On April 5, 2021, the Company acquired Homeowners of America Holding Corporation (“HOA”), a leading property and casualty insurance company focused on products in the residential homeowner space, in a cash and stock transaction with consideration totaling $106,242 consisting of (i) $83,469 of cash, (ii) $22,773 in common stock, (iii) 500,000 additional shares of common stock subject to the trading price of common stock exceeding $22.50 for 20 out of 30 consecutive trading days in the two (2) year period following the consummation of the HOA acquisition and (iii) a retention pool under the 2020 Porch Group, Inc. Equity Incentive Plan (the “2020 Plan”) of shares of restricted common stock in an amount equal to $510 and up to 100,000 options for acquisition of common stock to retain key employees of HOA, in each case upon the terms and subject to the conditions of the definitive agreement. HOA is a managing general agent (“MGA”) and insurance carrier hybrid with a strong reinsurance strategy that currently operates in six states. The HOA acquisition will enable Porch to offer its own line of homeowner’s insurance alongside its existing insurance agency which partners with many other top insurance carriers and provide consumers with flexibility and choice. (b) During April 2021, holders of warrants described in Note 7, exercised their warrants to acquire 2,935,753 shares of common stock at a price of $11.50 per share, resulting in cash proceeds of $33.8 million. During April 2021, the Company also redeemed all of the public warrants that remained outstanding as of April 16, 2021 for a redemption price of $0.01 per public warrant. In connection with the redemption, the public warrants stopped trading on the Nasdaq Capital Market and were delisted, with the trading halt announced after close of market on April 16, 2021. | Note 15. Subsequent Events (a) In January 2021, the Company entered into an amendment (the “Runway Amendment”) to the Loan and Security Agreement, dated as of July 22, 2020 (as amended, the “Runway Loan Agreement”), with Runway Growth Credit Fund, Inc., as agent for a syndicate of lenders. Among other things, the Runway Amendment includes a commitment for a supplemental term loan in the aggregate amount of up to $10 million, reduces the interest rate payable on borrowed amounts, reduces certain financial covenants related to minimum revenue and amended the maturity date to December 15, 2024. (b) In January 2021, the Company entered into an amendment of the purchase agreement with the selling members of Hire-a-Helper, LLC that was acquired in November 2018. Under this amendment, the selling members consented to satisfy the contingent consideration for approximately $2 million. (c) In January 2021, the Company announced several acquisitions. On January 12, 2021, the Company acquired DataMentors Holdings, LLC d/b/a V12 Data (“V12 Data”), a leading software, data and analytics platform with a focus on household and mover insights, data management and marketing activation, in a cash transaction for a total purchase price of approximately $22 million payable at closing, subject to customary adjustments, plus up to $6 million of contingent purchase price payments based upon the financial performance of V12 Data during the 2021 and 2022 calendar years. In addition, the Company has agreed to provide a retention pool under the 2020 Plan of up to 100,000 shares of restricted Common Stock to retain key employees of V12 Data and contingent compensation (subject to the achievement of certain post-closing milestones) of up to an additional $6 million in cash or shares of Common Stock (at the Company’s election) to certain key employees of V12 Data. The V12 Data acquisition is expected to provide Porch with full-spectrum, enterprise-grade capabilities to capture the unique-to-the-market pre-mover marketing opportunity. Additionally, on January 13, 2021, the Company entered into a definitive agreement to acquire Homeowners of America Holding Corporation (“HOA”), a leading property and casualty insurance company focused on products in the residential homeowner space, in a cash and stock transaction with consideration consisting of (i) $100,000, as adjusted in accordance with the terms of the definitive agreement, of which up to $25,000 may be payable in Common Stock at the election of the Company, (ii) 500,000 additional shares of Common Stock subject to the trading price of Common Stock exceeding $22.50 for twenty (20) out of thirty (30) consecutive trading days in the two (2) year period following the consummation of the HOA acquisition and (iii) a retention pool under the 2020 Porch Group, Inc. Stock Incentive Plan (the “2020 Plan”) of shares of restricted Common Stock in an amount equal to $510 and up to 100,000 options for acquisition of Common Stock to retain key employees of HOA, in each case upon the terms and subject to the conditions of the definitive agreement. The HOA acquisition is subject to state insurance regulatory approval and customary closing conditions. The HOA acquisition is expected to close in the second quarter of 2021. HOA is a managing general agent (“MGA”) and carrier hybrid with a strong reinsurance strategy that currently operates in six states. The HOA acquisition is expected to enable Porch to offer its own line of homeowner’s insurance alongside its existing insurance agency which partners with many other top carriers and provide consumers with flexibility and choice. Additionally, in January 2021, the Company purchased a smaller home inspection company. This acquisition is not material to the Company’s financial statements. (d) During March 2021, holders of public warrants described in Note 7, exercised their warrants to acquire 7,846,757 shares of common stock at a price of $11.50 per share, resulting in cash proceeds of $90.2 million. Porch provided notification to the holders of warrants the Company’s intent to exercise its contractual right to redeem the warrants. It is expected that the holders will choose to exercise their warrants rather than have them redeemed. This is expected to result in approximately $9 million in additional cash proceeds in April 2021. If all of the 5.7 million private warrants are voluntarily exercised for cash, additional cash proceeds of up to $66 million may be received in April 2021. (e) During March 2021, 1,716,666 restricted earnout shares were fully vested, as the market condition for vesting was fully satisfied as a result of the Company’s stock price and trading activity. |
Restatement of Previously Iss_2
Restatement of Previously Issued Consolidated Financial Statements (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restatement of Previously Issued Consolidated Financial Statements | ||
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Consolidated Financial Statements On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting a number of financial reporting considerations for Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement highlighted potential accounting implications of certain terms that are common in warrants issued in connection with initial public offerings of SPACs. The SEC Staff Statement clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period . In light of the SEC Staff Statement, the Company reevaluated the accounting treatment of the Public Warrants and Private Warrants, which had been classified as equity on the consolidated balance sheet as of December 31, 2020. The Company determined that the Public Warrants did not contain these provisions and were otherwise appropriately classified as equity. However, the Private Warrant agreements provided for an alternative settlement structure dependent upon the characteristic of being an eligible Private Warrant holder. As the characteristics of a warrant holder are not inputs into the pricing of a fixed-for-fixed option on equity shares, such provision precludes the Private Warrants from being classified in equity, and thus the Private Warrants should be classified as a liability. With this restatement, the Private Warrants are now appropriately classified as a liability measured at fair value on the Company’s consolidated balance sheet as of December 31, 2020, and the change in fair value of such liability in each period is presented as a non-cash gain or loss in the Company’s consolidated statements of operations. When presenting diluted earnings (loss) per share in the Company’s Form 10-K/A for the year ended December 31, 2020, the shares issuable under the Private Warrants were considered for inclusion in the diluted share count in accordance with U.S. generally accepted accounting principles (“GAAP”). Since the shares issuable under the Private Warrants are issuable shares when exercised by the holders, they are included when computing diluted earnings (loss) per share to the extent such exercise is dilutive to EPS. The adjustments related to the Private Warrants had a non-cash impact; as such, the statement of cash flows for the year ended December 31, 2020 reflects an adjustment to net loss and a corresponding adjustment for the (gain) loss on the change in fair value of Warrants. The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of December 31, 2020 and for the year then ended. The previously reported amounts reflect those included in the Original Filing of our Annual Report on Form 10-K as of and for the years ended December 31, 2020 filed with the SEC on March 31, 2021. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the change in classification of the Private Warrants from stockholders’ equity (deficit) to liability on the balance sheet, with subsequent changes in the fair value recognized in the statement of operations at each reporting date. Also included in the amounts labeled “Adjustment” is the effect of expensing transaction costs allocated to the Private Warrants in the statement of operations that were previously charged to stockholders’ equity (deficit). Finally, the amounts labeled “Restatement Adjustments” also include the correction of certain other previously identified immaterial errors in the consolidated financial statements as of and for the year ended December 31, 2020. The impact of correcting these other immaterial items on the financial statements was an increase in net loss of $0.9 million. Restatement Consolidated Balance Sheet As Filed Adjustments As Restated Assets Accounts receivable, net $ 4,661 $ (393) $ 4,268 Prepaid expenses and other current assets 3,891 189 4,080 Total current assets 216,005 (204) 215,801 Total assets 268,591 (204) 268,387 Liabilities and Stockholders’ Equity Accounts payable $ 8,903 $ 300 $ 9,203 Accrued expenses and other current liabilities 9,991 (86) 9,905 Deferred revenue 4,870 338 5,208 Total current liabilities 31,174 552 31,726 Earnout liability, at fair value 50,442 (204) 50,238 Private warrant liability, at fair value — 31,534 31,534 Total liabilities 129,180 31,882 161,062 Additional paid-in capital 454,486 (29,663) 424,823 Accumulated deficit (315,083) (2,423) (317,506) Total stockholders’ equity 139,411 (32,086) 107,325 Total liabilities and stockholders’ equity 268,591 (204) 268,387 Restatement As Filed Adjustments As Restated Consolidated statement of operations Revenue $ 73,216 $ (917) $ 72,299 Operating expenses: Selling and marketing $ 41,768 $ (103) $ 41,665 Product and technology 28,298 248 28,546 General and administrative 28,387 (188) 28,199 Total operating expenses 114,573 (43) 114,530 Operating loss (41,357) (874) (42,231) Other income (expense): Other income (expense), net $ 2,791 $ (1,547) $ 1,244 Total other income (expense) (11,943) (1,547) (13,490) Loss before income taxes (53,300) (2,421) (55,721) Income tax (benefit) expense (1,691) 2 (1,689) Net loss (51,609) (2,423) (54,032) Net loss attributable to common stockholders (68,893) (2,423) (71,316) Net loss attributable per share to common stockholders: Basic $ (1.90) $ (0.06) $ (1.96) Diluted $ (1.90) $ (0.13) $ (2.03) Restatement As Filed Adjustments As Restated Consolidated statement of cash flows Net loss $ (51,609) $ (2,423) $ (54,032) Adjustments to reconcile net loss to net cash used in operating activities Loss on remeasurement of private warrant liability $ — $ (2,427) $ (2,427) Stock-based compensation 11,409 (113) 11,296 Other (200) 207 7 Change in operating assets and liabilities, net of acquisitions and divestitures Accounts receivable $ 16 $ 187 $ 203 Prepaid expenses and other current assets (2,398) (189) (2,587) Accounts payable 3,793 299 4,092 Accrued expenses and other current liabilities (15,860) (86) (15,946) Deferred revenue 1,868 338 2,206 Other (1,788) 4,207 2,419 Net cash used in operating activities $ (48,669) — (48,669) Net cash used in investing activities $ (10,671) — (10,671) Net cash provided by financing activities $ 259,614 — 259,614 Change in cash, cash equivalents, and restricted cash $ 200,274 — 200,274 Cash, cash equivalents, and restricted cash, beginning of period $ 7,179 — 7,179 Cash, cash equivalents, and restricted cash end of period $ 207,453 — 207,453 In addition, amounts were restated in the following: · Note 1A, Description of Business and Summary of Significant Accounting Policies · Note 2, Revenue · Note 3, Fair Value · Note 8, Stock-Based Compensation · Note 9, Income Taxes · Note 14, Basic and Diluted Net Loss Per Share | |
The Merger | The Merger On July 30, 2020, Porch.com, Inc. (“Legacy Porch”) entered into a definitive agreement (as amended, the “Merger Agreement”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, whereby the parties agreed to merge, resulting in the parent of Porch.com, Inc. becoming a publicly-listed company under the name Porch Group, Inc. (“Porch”). This merger (the “Merger”) closed on December 23, 2020, and consisted of the following transactions: · Holders of 400 shares of PTAC Class A Common Stock exercised their redemption right to redeem those shares at a redemption price of $10.04. The shares were subsequently canceled by PTAC. The aggregate redemption price was paid from PTAC’s trust account, which had a balance immediately prior to the Merger closing of approximately $173.1 million. After redemptions, 17,249,600 shares of PTAC Class A Stock remained outstanding. Upon consummation of the Merger, 4,312,500 PTAC Class B Common Stock converted into shares of PTAC Class A Common Stock on a one-for-one basis. 14,325,000 common stock warrants remained outstanding as a result of the Merger. Of the outstanding warrants, 5,700,000 are private warrants and 8,625,000 are public warrants. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025, which is the fifth anniversary of the Merger closing. · Immediately prior to the Merger, (including as a result of the conversions described above and certain redemption of PTAC common stock immediately prior to the closing), there were 21,562,100 shares of PTAC Class A Common Stock issued and outstanding, which excludes the additional shares issued to Legacy Porch holders, and issuance of new shares to third-party investors, as further described below. · Immediately prior the Merger, 52,207,029 shares of Legacy Porch preferred stock were converted into 52,251,876 shares of Legacy Porch common stock. 4,472,695 outstanding in-the-money warrants to purchase common stock, 2,316,280 outstanding in-the-money warrants to purchase preferred stock, and 184,652 out-of-the-money warrants to purchase preferred stock were canceled, pursuant to the terms of warrant cancellation agreements, resulting in the issuance of 5,126,128 shares of Legacy Porch common stock. 2,533,016 shares of Legacy Porch common stock were issued to extinguish 3,116,003 vested stock options and restricted stock units (“RSU”) of non-employee or non-service provider holders. · Immediately prior to the Merger, certain third-party investors (“PIPE Investors”), purchased 15,000,000 newly-issued shares of Porch Group, Inc. common stock at a price of $10.00 per share in exchange for cash. Net proceeds from the additional offering were $141.8 million after the deduction of $8.2 million of direct offering costs. · PTAC issued 36,264,984 shares of PTAC Class A Common Stock and $30 million in exchange for all 83,559,663 vested and outstanding shares of Legacy Porch common stock to complete the Merger. In addition, 5,000,000 “earnout” shares were issued to pre-closing holders of Legacy Porch common stock, employee or service provider holders of unvested Legacy Porch option and restricted stockholders, subject to vesting conditions. 1,000,000 restricted shares subject to the same were issued to the Chief Executive Officer of the Company subject to the same vesting condition as the “earnout” shares. An additional 150,000 shares were provided to service providers in exchange for services related to the transaction. · In connection with the Merger, PTAC changed its name to Porch Group, Inc. as a corporation formed under the laws of the State of Delaware named Porch Group, Inc. · The aggregate proceeds from the PTAC trust account, net proceeds from the sale of the newly-issued common stock to PIPE investors described above, and PTAC net working capital amount of $0.6 million were used to settle i) PTAC’s deferred offering costs of $6.0 million from its original public offering, and ii) $4.3 million of PTAC liabilities incurred prior to the Merger. After the transactions noted above, $305.1 million was available for use by the Company, prior to a $30 million distribution to pre-closing holders of Legacy Porch common stock, resulting in net assets available of $275.1 million. · In connection with the Merger, Porch incurred $30.8 million of transaction costs of which, $5.6 million were paid in cash. In addition, Porch issued 1,580,000 shares of common stock at a fair value of $23.3 million and 150,000 earnout shares at a fair value of $1.9 million as compensation for transaction services. Of the total amount, $27.0 million met the eligibility criteria to be charged against equity because the costs were incurred pursuant to an issuance of equity as part of the recapitalization. $3.8 million were recognized as expenses, as the costs were deemed related to the issuance private warrants and earnout shares which are liability classified financial instruments. · As a result of the foregoing transactions, $239.7 million was reflected as contributed capital on the Company’s consolidated statements of stockholders’ equity (deficit). Presented separately, the Company also assumed a $50.4 million non-cash liability associated with the earnout shares, and a $34.0 million liability associated with the private warrants, both described above. · At the closing of the Merger, pre-closing holders of Legacy Porch common stock held approximately 55% of the issued and outstanding common stock shares of Porch. Accordingly, the Merger transactions were treated as the equivalent of Porch.com, Inc. issuing stock for the net assets of PTAC. Consistent with Securities and Exchange Commission (“SEC”) Topic 12, Reverse Acquisitions and Reverse Recapitalizations , the acquisition of a private operating company by a non-operating public shell corporation typically results in the owners and management of the private company having actual or effective voting control and operating control of the combined company. Therefore, the transaction is, in substance, a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization (“Recapitalization”). The accounting is similar to that of a reverse acquisition, except that no goodwill or other intangible assets should be recorded. Therefore, the net assets of PTAC as of December 23, 2020, were stated at historical cost, and no goodwill or other intangible assets were recorded. | The Merger On July 30, 2020, Porch.com, Inc. (“Legacy Porch”) entered into a definitive agreement (as amended, the “Merger Agreement”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, whereby the parties agreed to merge, resulting in the parent of Porch.com, Inc. becoming a publicly listed company under the name Porch Group, Inc. (“Porch”). This merger (the “Merger”) closed on December 23, 2020, and consisted of the following transactions: · Holders of 400 shares of PTAC Class A Common Stock exercised their redemption right to redeem those shares at a redemption price of $10.04. The shares were subsequently cancelled by PTAC. The aggregate redemption price was paid from PTAC’s trust account, which had a balance immediately prior to the Merger closing of approximately $173.1 million. After redemptions, 17,249,600 shares of PTAC Class A Stock remained outstanding. Upon consummation of the Merger, 4,312,500 PTAC Class B Common Stock converted into shares of PTAC Class A Common Stock on a one-for-one basis. 14,235,000 common stock warrants remained outstanding as a result of the merger. Of the outstanding warrants, 5,700,000 are private warrants and 8,625,000 are public warrants. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. · Immediately prior to the Merger, (including as a result of the conversions described above and certain redemption of PTAC common stock immediately prior to the closing), there were 21,562,100 shares of PTAC Class A Common Stock issued and outstanding, which excludes the additional shares issued to Legacy Porch holders, and issuance of new shares to third-party investors, as further described below. · Immediately prior the Merger, 52,207,029 shares of Legacy Porch preferred stock were converted into 52,251,876 shares of Legacy Porch common stock. 4,472,695 outstanding in-the-money warrants to purchase common stock, 2,316,280 outstanding in-the-money warrants to purchase preferred stock, and 184,652 out-of-the-money warrants to purchase preferred stock were cancelled, pursuant to the terms of warrant cancellation agreements, resulting in the issuance of 5,126,128 shares of Legacy Porch common stock. 2,533,016 shares of Legacy Porch common stock were issued to extinguish 3,116,003 vested stock options and RSUs of non-employee or non-service provider holders. · Immediately prior to the Merger, certain third-party investors (“PIPE Investors”), purchased 15,000,000 newly issued shares of Porch Group, Inc. common stock at a price of $10.00 per share in exchange for cash. Net proceeds from the additional offering were $141.8 million after the deduction of $8.2 million of direct offering costs. · PTAC issued 36,264,984 shares of PTAC Class A Common Stock and $30 million in exchange for all 83,559,663 vested and outstanding shares of Legacy Porch Common stock to complete the Merger. In addition, 5,000,000 “earnout” shares were issued to pre-closing holders of Legacy Porch common stock, employee or service provider holders of unvested Legacy Porch option and restricted stockholders, subject to vesting conditions. 1,000,000 restricted shares subject to the same were issued to the Chief Executive Officer of the Company subject to the same vesting condition as the “earnout” shares. An additional 150,000 shares were provided to service providers in exchange for services related to the transaction. · In connection with the Merger, PTAC changed its name to Porch Group, Inc. as a corporation formed under the laws of the State of Delaware named Porch Group, Inc. (hereafter referred to as “Porch”). · · The aggregate proceeds from the PTAC trust account, net proceeds from the sale of the newly-issued common stock to PIPE investors described above, and PTAC net working capital amount of $0.6 million were used to settle i) PTAC’s deferred offering costs of $6.0 million from its original public offering, and ii) $4.3 million of PTAC liabilities incurred prior to the Merger. After the transactions noted above, $305.1 million was available for use by Porch Group, Inc., prior to a $30 million distribution to pre-closing holders of Legacy Porch common stock, resulting in net assets available of $275.1 million. · In connection with the Merger, Porch incurred $30.8 million of transaction costs of which, $5.6 million were paid in cash. In addition, Porch issued 1,580,000 shares of common stock at a fair value of $23.3 million and 150,000 earnout shares at a fair value of $1.9 million as compensation for transaction services. Of the total amount, $27.0 million (as restated) met the eligibility criteria to be charged against equity because the costs were incurred pursuant to an issuance of equity as part of the recapitalization. $3.8 million (as restated) were recognized as expenses, as the costs were deemed related to the issuance private warrants and earnout shares which are liability classified financial instruments. · As a result of the foregoing transactions, $239.7 million was reflected as contributed capital on the Company’s consolidated statements of stockholders’ equity (deficit) (as restated). Presented separately, the Company also assumed a $50.4 million non-cash liability associated with the earnout shares, and $34.0 million liability associated with the Private Warrants, both described above. · At the closing of the Merger, pre-closing holders of Legacy Porch common stock held approximately 55% of the issued and outstanding common stock shares of Porch. Accordingly, the Merger transactions were treated as the equivalent of Porch.com, Inc. issuing stock for the net assets of PTAC. Consistent with SEC Topic 12, Reverse Acquisitions and Reverse Recapitalizations , the acquisition of a private operating company by a non-operating public shell corporation typically results in the owners and management of the private company having actual or effective voting control and operating control of the combined company. Therefore, the transaction is, in substance, a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization (“Recapitalization”). The accounting is similar to that of a reverse acquisition, except that no goodwill or other intangible assets should be recorded. Therefore, the net assets of PTAC as of December 23, 2020, were stated at historical cost, and no goodwill or other intangible assets were recorded. |
COVID-19 Update | COVID‑19 Update In March 2020, the World Health Organization declared a pandemic related to the global novel coronavirus disease 2019 (“COVID-19”) outbreak. The COVID-19 pandemic and the measures adopted by government entities in response to it have adversely affected Porch’s business operations, which impacted revenue primarily in the first half of 2020. The impact of the COVID-19 pandemic and related mitigation on Porch’s ability to conduct ordinary course business activities has been and may continue to be impaired for an indefinite period of time. The extent of the continuing impact of the COVID-19 pandemic on Porch’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on the Company’s customers, suppliers, and employees, all of which is uncertain at this time. Porch expects the COVID-19 pandemic to adversely impact future revenues and results of operations, but Porch is unable to predict at this time the size and duration of such adverse impact. At the same time, Porch is observing a recovery in home sales to pre-COVID-19 levels in the second half of 2020 and in the first quarter of 2021, and with them, home inspections and related services. | COVID-19 Update In March 2020, the World Health Organization declared a pandemic related to the global novel coronavirus disease 2019 (“COVID-19”) outbreak. The COVID-19 pandemic has adversely affected Porch’s business operations, which has impacted revenue primarily in the first half of 2020. In response to the COVID-19 outbreak and government-imposed measures to control its spread, Porch’s ability to conduct ordinary course business activities has been and may continue to be impaired for an indefinite period of time. The extent of the impact of the COVID-19 pandemic on Porch’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on the Company’s customers, suppliers, and employees, all of which is uncertain at this time. Porch expects the COVID-19 pandemic to adversely impact revenue and results of operations, but Porch is unable to predict at this time the size and duration of this adverse impact. At the same time, Porch is observing a recovery in home sales to pre-COVID-19 levels in the second half of 2020, and with them, home inspections and related services. |
Basis of Presentation | Unaudited Interim Financial Statements The accompanying unaudited condensed interim consolidated financial statements include the accounts of Porch and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC. In this Quarterly Report, Porch Group, Inc. is referred to as “Porch,” the “Company,” “we,” “us” or “our.” The information as of December 31, 2020 included in the unaudited condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. These unaudited condensed consolidated financial statements included in this Quarterly Report were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are considered of a normal recurring nature) considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods and dates presented. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the footnotes and management’s discussion and analysis of the audited consolidated financial statements included in Item 8 of the 2020 Annual Report on Form 10-K/A filed with the SEC on May 19, 2021. | Basis of Presentation The consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All significant intercompany accounts and transactions are eliminated in consolidation. Comprehensive loss includes all changes in equity during a period from non-owner sources. Through December 31, 2020, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented. |
Reclassifications | Reclassifications Certain reclassifications to 2019 balances were made to conform to the current period presentation in the consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ equity (deficit), and consolidated statement of cash flows. | |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. These estimates and assumptions include, but are not limited to, estimated variable consideration for services performed, the allowance for doubtful accounts, depreciable lives for property and equipment, acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, and estimates of fair value of warrants, debt, contingent consideration, earnout liability and private warrant liability. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. These estimates and assumptions include, but are not limited to, estimated variable consideration for services performed, the allowance for doubtful accounts, depreciable lives for property and equipment, acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, and estimates of fair value of warrants, debt, contingent consideration, earnout shares and common stock. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. |
Segment Reporting | Segment Reporting The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. All the Company’s revenue is generated in the United States. As of March 31, 2021 and December 31, 2020, the Company did not have assets located outside of the United States. | Segment Reporting The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. All of the Company’s revenue is generated in the United States. As of December 31, 2020 and 2019, the Company did not have assets located outside of the United States. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash as of March 31, 2021 and December 31, 2020 includes $10,435 and $8,407, respectively, related to the Paycheck Protection Program Loans held in escrow with a commercial bank (see Note 6). As of December 31, 2020, the restricted cash balance also includes a $3,000 minimum cash balance required by the Company’s senior secured lender. The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: March 31, 2021 December 31, 2020 Cash and cash equivalents $ 222,948 $ 196,046 Restricted cash - current 10,435 11,407 Cash, cash equivalents and restricted cash $ 233,383 $ 207,453 | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash as of December 31, 2020 and 2019 includes a $3,000 minimum cash balance required by the Company’s senior secured lender. As of December 31, 2020, the restricted cash balance in current assets also includes $8,407 related to the Paycheck Protection Program Loan held in escrow with a commercial bank (see Note 6). The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: December 31, 2020 December 31, 2019 Cash and cash equivalents $ 196,046 $ 4,179 Restricted cash - current 11,407 — Restricted cash - non-current — 3,000 Cash, cash equivalents and restricted cash $ 207,453 $ 7,179 |
Accounts Receivable and Long-term Insurance Commissions Receivable | Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable consist principally of amounts due from enterprise customers and other corporate partnerships, as well as credit card receivables. The Company estimates allowances for uncollectible receivables based on the credit worthiness of its customers, historical trend analysis, and general economic conditions. Consequently, an adverse change in those factors could affect the Company’s estimate of allowance for doubtful accounts. The allowance for uncollectible receivables at March 31, 2021 and December 31, 2020, was $242 and $249, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. | Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable consist principally of amounts due from enterprise customers and other corporate partnerships, as well as credit card receivables. The Company estimates allowances for uncollectible receivables based on the credit worthiness of its customers, historical trend analysis and general economic conditions. Consequently, an adverse change in those factors could affect the Company’s estimate of allowance for doubtful accounts. The allowance for uncollectible receivables at December 31, 2020 and 2019, was $455 and $188, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, as follows: Estimated Useful Lives Software and computer equipment 3 years Furniture, office equipment and other 3 – 5 years Internally developed software 2 years Leasehold improvements Shorter of useful life or remaining lease term When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the consolidated statement of operations in the period of disposition. Maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense in the period incurred. The Company capitalizes costs incurred in the development of internal use software. The capitalized costs are amortized over the estimated useful life of the software. If capitalized projects are determined to no longer be in use, they are impaired and the cost and accumulated depreciation are removed from the accounts. The resulting loss on impairment, if any, is included in the consolidated statements of operations in the period of impairment. | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company tests goodwill for impairment for each reporting unit on an annual basis, or more frequently when events or changes in circumstances indicate the fair value of a reporting unit is below its carrying value. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform a quantitative impairment test. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, the Company performs a quantitative assessment. If a quantitative goodwill impairment assessment is performed, the Company utilizes a combination of the market and income valuation approaches. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that fair value of the reporting unit is less than its carrying value. The Company has selected October 1 as the date to perform its annual impairment test. There were no goodwill impairment losses recorded during the years ended December 31, 2020 and 2019. Intangible assets consist of acquired customer relationships, trade names, customer portfolios and related assets that are amortized over their estimated useful lives. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property, equipment, software and amortizing intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If indicators of impairment exist, management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. If the total of the expected undiscounted future net cash flows for the asset group is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. Losses due to impairment of long-lived assets totaled $611 and $1,051 during 2020 and 2019, respectively, and are included in product and technology expense in the consolidated statements of operations. | |
Concentration of Credit Risk | Concentration of Credit Risk No individual customer represented more than 10% of the Company’s total revenue for the years ended December 31, 2020 or 2019. As of December 31, 2020 and 2019, no individual customer accounted for 10% or more of the Company’s total accounts receivable. As of December 31, 2020, the Company held approximately $206 million of cash with one U.S. commercial bank. | |
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants The Company accounts for its warrants to purchase shares of redeemable convertible preferred stock as liabilities based upon the characteristics and provisions of each instrument. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded in the consolidated statements of operations. As discussed in Note 1A, all redeemable convertible preferred stock warrants were converted into common stock or canceled immediately prior to the Merger. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s assets and liabilities which require fair value measurement on a recurring basis, consist of contingent consideration, redeemable convertible preferred stock warrants and convertible notes recorded at fair value. Fair value principles require disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows: Level 1 Level 2 Level 3 The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. | Fair Value of Financial Instruments Fair value principles require Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date; Level 2 Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company primarily generates revenue from (1) fees received for connecting homeowners to customers in the Company’s referral network, which consist of individual contractors, small businesses, insurance carriers and large enterprises (2) fees received for providing home project and moving services directly to homeowners, and (3) fees received for providing subscription access to the Company’s software platforms and subscription services across various industries. Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods . The Company determines revenue recognition through the following five-step framework: · Identification of the contract, or contracts, with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company identifies performance obligations in its contracts with customers, which primarily include delivery of homeowner leads ( Referral Network Revenue ), performance of home project and moving services ( Managed Services Revenue), and providing access to the Company’s software platforms and subscription services ( Software and Service Subscription Revenue ). The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied. In certain transactions the transaction price is considered variable and an estimate of the constrained transaction price is recorded by the Company. Changes in variable consideration may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented . Contract payment terms vary from due upon receipt to net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date . Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Referral Network Revenue In the Referral Network Revenue stream, the Company connects third-party service providers (“Service Providers”) with homeowners that meet pre-defined criteria and may be looking for relevant services. Service Providers include a variety of service providers throughout a homeowner’s lifecycle, including plumbers, electricians, roofers, as well as movers, TV/Internet, warranty, insurance carriers, and security monitoring providers. The Company also sells home and auto insurance policies for insurance carriers. Revenue is recognized at a point in time upon delivery of a lead to the Service Provider, at which point the Company’s performance obligation has been satisfied. The transaction price is generally either a fixed price per qualifying lead or based on a percentage of the revenue the Service Provider ultimately generates through the homeowner lead. For arrangements in which the amount the Company is entitled to is based on the amount of revenue the Service Provider generates from the homeowner, the transaction price is considered variable and an estimate of the constrained transaction price is recorded by the Company upon delivery of the lead. Service Providers generally have the option to pay as they receive leads or on a subscription basis, in which a specified amount is deposited into the Company’s referral platform monthly and any relevant leads are applied against the deposited amount. Certain Service Providers also have the option to pay an additional fixed fee for added member benefits, including profile distinction and rewards. Such subscriptions automatically renew each month unless canceled by the customer in advance of the renewal period in accordance with the customer termination provisions. Amounts received in advance of delivery of leads to the Service Provider is recorded as deferred revenue. Certain Service Providers have the right to return leads in limited instances. An estimate of returns is included as a reduction of revenue based on historical experience or specific identification depending on the contractual terms of the arrangement. Estimated returns are not material in any period presented. In January 2020, the Company, through its wholly-owned subsidiary and licensed insurance agency, Elite Insurance Group (“EIG”), began selling homeowner and auto insurance policies for insurance carriers. The transaction price in these arrangements is the estimated lifetime value (“LTV”) of the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions. The Company constrains the transaction price based on its best estimate of the amount which will not result in a significant reversal of revenue in a future period. After a policy is sold to an insurance carrier, the Company has no additional or ongoing obligation to the policyholder or insurance carrier. The Company estimates LTV of policies sold by using a portfolio approach by policy type and the effective month of the relevant policy. LTV is estimated by evaluating various factors, including commission rates for specific carriers and estimated average plan duration based on insurance carrier and market data related to policy renewals for similar insurance policies. On a quarterly basis, management reviews and monitors changes in the data used to estimate LTV as well as the cash received for each policy type compared to original estimates. The Company analyzes these fluctuations and, to the extent it identifies changes in estimates of the cash commission collections that it believes are indicative of an increase or decrease to prior period LTVs, the Company will adjust LTV for the affected policies at the time such determination is made. Changes in LTV may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented. Managed Services Revenue Managed services revenue includes fees earned from homeowners for providing a variety of services directly to the homeowner, including handyman, plumbing, electrical, appliance repair, and moving services. The Company generally invoices for managed services projects on a fixed fee or time and materials basis. The transaction price represents the contractually agreed upon price with the end customer for providing the respective service. Revenue is recognized as services are performed based on an output measure of progress, which is generally over a short duration (e.g., same day). Fees earned for providing managed services projects are non-refundable and there is generally no right of return. The Company acts as the principal in managed services revenue as the Company is primarily responsible to the end customer for providing the service, has a level of discretion in establishing pricing, and controls the service prior to providing it to the end customer. This control is evidenced by the ability to identify, select, and direct the service provider that provides the ultimate service to end customers. Software and Service Subscription Revenue The Company’s subscription arrangements, which primarily relates to subscriptions to the Company’s home inspector software, do not provide the customer with the right to take possession of the software supporting the cloud-based application services. The Company also provides certain data analytics and marketing services under subscription contracts. The Company’s standard subscription contracts are monthly contracts in which pricing is based on a specified price per inspection completed through the software. Fees earned for providing access to the subscription software and services are non-refundable and there is no right of return. Revenue is recognized based on the amount which the Company is entitled to for providing access to the subscription software and services during the monthly contract term. | Revenue from Contracts with Customers The Company primarily generates revenue from (1) fees received for connecting homeowners to customers in the Company’s referral network, which consist of individual contractors, small businesses, insurance careers and large enterprises (2) fees received for providing home project and moving services directly to homeowners, and (3) fees received for providing subscription access to the Company’s inspection software platform. Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Effective January 1, 2019, the Company’s revenue recognition policy follows guidance from ASC 606, Revenue from Contracts with Customers , which resulted in a $507 adjustment to accumulated deficit. The Company determines revenue recognition through the following five-step framework: · Identification of the contract, or contracts, with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company identifies performance obligations in its contracts with customers, which primarily include delivery of homeowner leads ( Referral Network Revenue ), performance of home project and moving services ( Managed Services Revenue), and providing access to the Company’s software platforms ( Software Subscription Revenue ). The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied. Contract payment terms vary from due upon receipt to net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Referral Network Revenue In the Referral Network Revenue stream, the Company connects third party service providers (“Service Providers”) with homeowners that meet predefined criteria and may be looking for relevant services. Service Providers include a variety of service providers throughout a homeowner’s lifecycle, including plumbers, electricians, roofers, as well as movers, TV/Internet, warranty, insurance carriers, and security monitoring providers. The Company also sells home and auto insurance policies for insurance carriers. Revenue is recognized at a point in time upon delivery of a lead to the Service Provider, at which point the Company’s performance obligation has been satisfied. The transaction price is generally either a fixed price per qualifying lead or based on a percentage of the revenue the Service Provider ultimately generates through the homeowner lead. For arrangements in which the amount the Company is entitled to is based on the amount of revenue the Service Provider generates from the homeowner, the transaction price is considered variable and an estimate of the constrained transaction price is recorded by the Company upon delivery of the lead. Service Providers generally have the option to pay as they receive leads or on a subscription basis, in which a specified amount is deposited into the Company’s referral platform monthly and any relevant leads are applied against the deposited amount. Certain Service Providers also have the option to pay an additional fixed fee for added member benefits, including profile distinction and rewards. Such subscriptions automatically renew each month unless cancelled by the customer in advance of the renewal period in accordance with the customer termination provisions. Amounts received in advance of delivery of leads to the Service Provider is recorded as deferred revenue. Certain Service Providers have the right to return leads in limited instances. An estimate of returns is included as a reduction of revenue based on historical experience or specific identification depending on the contractual terms of the arrangement. Estimated returns are not material in any period presented. In January 2020, the Company, through its wholly-owned subsidiary and licensed insurance agency Elite Insurance Group (“EIG”), began selling homeowner and auto insurance policies for insurance carriers. The transaction price in these arrangements is the estimated lifetime value (“LTV”) of the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions. The Company constrains the transaction price based on its best estimate of the amount which will not result in a significant reversal of revenue in a future period. After a policy is sold to an insurance carrier, the Company has no additional or ongoing obligation to the policyholder or insurance carrier. The Company estimates LTV of policies sold by using a portfolio approach by policy type and the effective month of the relevant policy. LTV is estimated by evaluating various factors, including commission rates for specific carriers and estimated average plan duration based on insurance carrier and market data related to policy renewals for similar insurance policies. On a quarterly basis, management reviews and monitors changes in the data used to estimate LTV as well as the cash received for each policy type compared to original estimates. The Company analyzes these fluctuations and, to the extent it identifies changes in estimates of the cash commission collections that it believes are indicative of an increase or decrease to prior period LTVs, the Company will adjust LTV for the affected policies at the time such determination is made. Changes in LTV may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented. Managed Services Revenue Managed services revenue includes fees earned from homeowners for providing a variety of services directly to the homeowner, including handyman, plumbing, electrical, appliance repair, and moving services. The Company generally invoices for managed services projects on a fixed fee or time and materials basis. The transaction price represents the contractually agreed upon price with the end customer for providing the respective service. Revenue is recognized as services are performed based on an output measure of progress, which is generally over a short duration (e.g., same day). Fees earned for providing managed services projects are non-refundable and there is generally no right of return. The Company acts as the principal in managed services revenue as the Company is primarily responsible to the end customer for providing the service, has a level of discretion in establishing pricing, and controls the service prior to providing it to the end customer. This control is evidenced by the ability to identify, select, and direct the service provider that provides the ultimate service to end customers . Software Subscription Revenue The Company’s subscription arrangements, which primarily relates to subscriptions to the Company’s home inspector software, do not provide the customer with the right to take possession of the software supporting the cloud-based application services. The Company’s standard subscription contracts are monthly contracts in which pricing is based on a specified price per inspection completed through the software. Fees earned for providing access to the subscription software are non-refundable and there is no right of return. Revenue is recognized based on the amount which the Company is entitled to for providing access to the subscription software during the monthly contract term. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain costs related to employee sales incentive programs (sales commissions) represent incremental costs of obtaining a contract and therefore should be capitalized. Capitalized costs are included in other assets on the consolidated balance sheets. These deferred commissions are amortized over an estimated period of benefit. The Company elected to apply the practical expedient to recognize the incremental costs of obtaining a contract as an expense if the amortization period of the asset would have been one year or less. The capitalized amounts are recoverable through future revenue from customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is recorded as a component of selling and marketing expenses in the accompanying consolidated statements of operations. Sales commissions not subject to capitalization are earned and recorded at the time a customer is invoiced as a component of selling and marketing expenses. As a result, such commissions are expensed at the time of invoicing even though the related revenue may not be fully recognized. The Company had immaterial activity within the deferred commissions balances for the years ending December 31, 2020 and 2019. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of professional fees and materials under the services model and credit card processing fees, including merchant fees. The Company recognizes cost of revenue as expenses are incurred. | |
Product and Technology Development | Product and Technology Development Product and technology development costs primarily include payroll, employee benefits, stock-compensation expense, other headcount-related costs associated with product development, software subscriptions, professional services, and amortization of internally-developed software. | |
Advertising | Advertising Advertising costs are expensed as incurred. During the years ended December 31, 2020 and 2019, the Company incurred $2,242 and $3,716 in advertising costs, respectively. Advertising costs are included in selling and marketing expenses in the Company’s consolidated statements of operations. | |
Income Taxes | Income Taxes Provisions for income taxes for the three months ended March 31, 2021 and 2020 were $350 benefit and $21 expense, respectively, and the effective tax rates for these periods were 0.53% and -0.11%, respectively. The difference between the Company’s effective tax rates for the 2021 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred assets and the impact of acquisitions on the Company’s valuation allowance. The difference between the Company’s effective tax rates for the 2020 period and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to the Company’s net deferred tax assets. | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes . Under the asset and liability method specified by ASC 740, deferred tax assets and liabilities are recognized for the future consequences of differences between the carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some or all of the deferred tax assets will not be realized. In addition, ASC 740 provides comprehensive guidance on the recognition and measurement of tax positions in previously filed tax returns or positions expected to be taken in future tax returns. The benefit from an uncertain tax position must meet a more-likely-than-not recognition threshold and is measured at the largest amount of benefit greater than 50% determined by cumulative probability of being realized upon ultimate settlement with the taxing authority. The Company’s policy is to recognize interest and penalties expense, if any, related to uncertain tax positions as a component of income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company issues stock-based compensation to employees and nonemployees in the form of stock options and restricted stock awards. The fair value of stock options is based on the date of the grant using the Black-Scholes option pricing model. The awards are accounted for by recognizing the fair value of the related award over the requisite service period, which is generally the vesting period. The awards are generally expensed on a straight-line basis, except for awards with performance or market conditions which are expensed on a graded vesting basis. Forfeitures are accounted for when they occur. The fair value of restricted stock awards is determined using the closing price of the Company’s common stock on the grant date. The value of market based restricted stock units is determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. Warrants Upon completion of the Merger with PTAC on December 23, 2020, the Company assumed 8,625,000 public warrants and 5,700,000 private warrants to purchase an aggregate 14,325,000 shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. The Company accounts for warrants as either equity-classified or liability classified instruments based on an assessment of the warrant’s specific terms. For warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are recorded as a liability at their initial fair value, and then are remeasured as of each balance sheet date thereafter. Changes in the estimated fair value of the liability for warrants are recognized as a non-cash gain or loss on the statement of operations in the period in which the change occurred. The fair value of the Private Warrants is estimated at period-end using a Black-Scholes-Merton option pricing model. The use of the Black-Scholes model requires significant estimates including an estimate of the expected volatility. Our Public Warrants meet the criteria for equity classification and accordingly, are reported as component of stockholders’ equity while our Private Warrants do not meet the criteria for equity classification and are thus classified as a liability. | |
Warrants | Warrants Upon completion of the Merger with PTAC on December 23, 2020, the Company assumed 8,625,000 public warrants and 5,700,000 private warrants to purchase an aggregate 14,325,000 shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025 which is five-years after the Merger. The Company accounts for warrants as either equity-classified or liability classified instruments based on an assessment of the warrant’s specific terms. For warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are recorded as a liability at their initial fair value, and then are remeasured as of each balance sheet date thereafter. Changes in the estimated fair value of the liability for warrants are recognized as a non-cash gain or loss on the statement of operations in the period in which the change occurred. The fair value of the Private Warrants is estimated at period-end using a Black-Scholes-Merton option pricing model. The use of the Black-Scholes model requires significant estimates including an estimate of the expected volatility. Our Public Warrants meet the criteria for equity classification and accordingly, are reported as component of stockholders’ equity while our Private Warrants do not meet the criteria for equity classification and are thus classified as a liability. | |
Business Combinations | Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting and records any identifiable definite-lived intangible assets separate from goodwill. Intangible assets are recorded at their fair value based on estimates as of the date of acquisition. Goodwill is recorded as the residual amount of the purchase price consideration less the fair value assigned to the individual identifiable assets acquired and liabilities assumed as of the date of acquisition. The Company allocates the purchase price of the acquisition to the assets acquired and liabilities assumed based on estimates of the fair value at the dates of the acquisitions. Contingent consideration, which represents an obligation of the Company to make additional payments or equity interests to the former owner as part of the purchase price if specified future events occur or conditions are met, is accounted for at the acquisition date fair value either as a liability or as equity depending on the terms of the acquisition agreement. | |
Other income (expense), net | Other income (expense), net The following table details the components of other income (expense), net on the unaudited condensed consolidated statements of operations: 2021 2020 Loss on remeasurement of debt (Note 3) — (454) Loss on remeasurement of legacy preferred stock warrant liability — (1,079) Loss on extinguishment of debt, net — (247) Other, net 83 (94) $ 83 $ (1,874) | Other income (expense), net The following table details the components of other income (expense), net on the consolidated statements of operations: 2020 (as restated) 2019 Gain on remeasurement of private warrant liability (Note 3) $ 2,427 $ — Loss on remeasurement of Legacy Porch warrants (Note 3) (2,584) (2,090) Transaction costs - recapitalization (3,974) — Gain (loss) on extinguishment of debt, net (Note 6) 5,748 (483) Loss on remeasurement of debt (Note 3) (895) (6,159) Gain on settlement of accounts payable 796 735 Other, net (274) 30 $ 1,244 $ (7,967) |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any new or revised accounting standards during the period in which it remains an emerging growth company. | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any new or revised accounting standards during the period in which it remains an emerging growth company. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Additionally, the FASB issued ASU No. 2019‑04, Codification Improvements to Topic 326 in April 2019 and ASU 2019‑05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU No. 2019‑10, which defers the effective date of ASU No. 2016‑13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact of the adoption of ASU No. 2016‑13 on the consolidated balance sheets, statements of operations, and statements of cash flows. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) . The new standard is effective for non-public companies for reporting periods beginning after December 15, 2021 and early adoption is permitted. The comprehensive new standard will amend and supersede existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact that adoption will have on the consolidated balance sheets, statements of operations, and statements of cash flows and expects that the adoption of the ASU will increase assets and liabilities related to the Company’s operating leases on the consolidated balance sheets. The Company estimates that the adoption of Topic 842 in 2021 would increase the Company’s total assets reflecting right of use asset of approximately $2.5 million and total liabilities reflecting the lease obligation payable of approximately $2.5 million. | Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Additionally, the FASB issued ASU No. 2019‑04, Codification Improvements to Topic 326 in April 2019 and ASU 2019‑05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU No. 2019‑10, which defers the effective date of ASU No. 2016‑13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact of the adoption of ASU No. 2016‑13 on the consolidated balance sheets, statements of operations, and statements of cash flows. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) . The new standard is effective for non-public companies for reporting periods beginning after December 15, 2021 and early adoption is permitted. The comprehensive new standard will amend and supersede existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In the event the Company no longer qualifies as an emerging growth company, it will no longer qualify for the deferral of the effective date available for emerging growth companies. The Company is currently evaluating the impact that adoption will have on the consolidated balance sheets, statements of operations, and statements of cash flows and expects that the adoption of the ASU will increase assets and liabilities related to the Company’s operating leases on the consolidated balance sheets. |
Restatement of Previously Iss_3
Restatement of Previously Issued Consolidated Financial Statements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restatement of Previously Issued Consolidated Financial Statements | ||
Schedule of Restatement of Previously Issued Financial Statements | Restatement Consolidated Balance Sheet As Filed Adjustments As Restated Assets Accounts receivable, net $ 4,661 $ (393) $ 4,268 Prepaid expenses and other current assets 3,891 189 4,080 Total current assets 216,005 (204) 215,801 Total assets 268,591 (204) 268,387 Liabilities and Stockholders’ Equity Accounts payable $ 8,903 $ 300 $ 9,203 Accrued expenses and other current liabilities 9,991 (86) 9,905 Deferred revenue 4,870 338 5,208 Total current liabilities 31,174 552 31,726 Earnout liability, at fair value 50,442 (204) 50,238 Private warrant liability, at fair value — 31,534 31,534 Total liabilities 129,180 31,882 161,062 Additional paid-in capital 454,486 (29,663) 424,823 Accumulated deficit (315,083) (2,423) (317,506) Total stockholders’ equity 139,411 (32,086) 107,325 Total liabilities and stockholders’ equity 268,591 (204) 268,387 Restatement As Filed Adjustments As Restated Consolidated statement of operations Revenue $ 73,216 $ (917) $ 72,299 Operating expenses: Selling and marketing $ 41,768 $ (103) $ 41,665 Product and technology 28,298 248 28,546 General and administrative 28,387 (188) 28,199 Total operating expenses 114,573 (43) 114,530 Operating loss (41,357) (874) (42,231) Other income (expense): Other income (expense), net $ 2,791 $ (1,547) $ 1,244 Total other income (expense) (11,943) (1,547) (13,490) Loss before income taxes (53,300) (2,421) (55,721) Income tax (benefit) expense (1,691) 2 (1,689) Net loss (51,609) (2,423) (54,032) Net loss attributable to common stockholders (68,893) (2,423) (71,316) Net loss attributable per share to common stockholders: Basic $ (1.90) $ (0.06) $ (1.96) Diluted $ (1.90) $ (0.13) $ (2.03) Restatement As Filed Adjustments As Restated Consolidated statement of cash flows Net loss $ (51,609) $ (2,423) $ (54,032) Adjustments to reconcile net loss to net cash used in operating activities Loss on remeasurement of private warrant liability $ — $ (2,427) $ (2,427) Stock-based compensation 11,409 (113) 11,296 Other (200) 207 7 Change in operating assets and liabilities, net of acquisitions and divestitures Accounts receivable $ 16 $ 187 $ 203 Prepaid expenses and other current assets (2,398) (189) (2,587) Accounts payable 3,793 299 4,092 Accrued expenses and other current liabilities (15,860) (86) (15,946) Deferred revenue 1,868 338 2,206 Other (1,788) 4,207 2,419 Net cash used in operating activities $ (48,669) — (48,669) Net cash used in investing activities $ (10,671) — (10,671) Net cash provided by financing activities $ 259,614 — 259,614 Change in cash, cash equivalents, and restricted cash $ 200,274 — 200,274 Cash, cash equivalents, and restricted cash, beginning of period $ 7,179 — 7,179 Cash, cash equivalents, and restricted cash end of period $ 207,453 — 207,453 | |
Schedule of cash, cash equivalents and restricted cash | March 31, 2021 December 31, 2020 Cash and cash equivalents $ 222,948 $ 196,046 Restricted cash - current 10,435 11,407 Cash, cash equivalents and restricted cash $ 233,383 $ 207,453 | December 31, 2020 December 31, 2019 Cash and cash equivalents $ 196,046 $ 4,179 Restricted cash - current 11,407 — Restricted cash - non-current — 3,000 Cash, cash equivalents and restricted cash $ 207,453 $ 7,179 |
Schedule of property plant and equipment useful lives | Estimated Useful Lives Software and computer equipment 3 years Furniture, office equipment and other 3 – 5 years Internally developed software 2 years Leasehold improvements Shorter of useful life or remaining lease term | |
Schedule of components of other income (expense), net | 2021 2020 Loss on remeasurement of debt (Note 3) — (454) Loss on remeasurement of legacy preferred stock warrant liability — (1,079) Loss on extinguishment of debt, net — (247) Other, net 83 (94) $ 83 $ (1,874) | 2020 (as restated) 2019 Gain on remeasurement of private warrant liability (Note 3) $ 2,427 $ — Loss on remeasurement of Legacy Porch warrants (Note 3) (2,584) (2,090) Transaction costs - recapitalization (3,974) — Gain (loss) on extinguishment of debt, net (Note 6) 5,748 (483) Loss on remeasurement of debt (Note 3) (895) (6,159) Gain on settlement of accounts payable 796 735 Other, net (274) 30 $ 1,244 $ (7,967) |
Revenue (Tables)_2
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Schedule of Disaggregation of Revenue | Three months ended March 31, 2021 2020 Referral network revenue $ 11,024 $ 9,128 Managed services revenue 4,644 4,135 Software and service subscription revenue 11,074 1,811 Total revenue $ 26,742 $ 15,074 | 2020 (as restated) 2019 Referral network revenue $ 53,048 $ 49,449 Managed services revenue 11,579 21,888 Software subscription revenue 7,672 6,258 Total revenue $ 72,299 $ 77,595 |
Summary of the activity impacting the contract assets and liabilities | Deferred Revenue Balance at December 31, 2020 $ 5,208 Revenue recognized (1,769) Additional amounts deferred 407 Impact of acquisitions 500 Balance at March 31, 2021 $ 4,346 | Contract Assets Balance at December 31, 2019 $ — Estimated lifetime value of insurance policies sold by carriers 4,313 Cash receipts (784) Balance at December 31, 2020 $ 3,529 Contract Liabilities Balance at December 31, 2018 $ — Additions to contract liabilities - prepayment 7,000 Additions to contract liabilities – significant financing component interest 152 Contract liabilities transferred to revenue (878) Balance at December 31, 2019 6,274 Additions to contract liabilities — Additions to contract liabilities – significant financing component interest 440 Contract liabilities transferred to revenue (3,521) Balance at December 31, 2020 $ 3,193 |
ASC 606 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Summary of the activity impacting the contract assets and liabilities | Deferred Revenue Balance at December 31, 2018 $ 4,553 Adoption of ASC 606 (940) Revenue recognized (7,490) Additional amounts deferred 6,686 Impact of acquisitions 670 Impact of divestitures (146) Balance at December 31, 2019 3,333 Revenue recognized (4,923) Additional amounts deferred (as restated) 6,602 Impact of acquisitions 196 Balance at December 31, 2020 (as restated) $ 5,208 |
Fair Value (Tables)_2
Fair Value (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value | ||
Schedule of fair value measurements of liabilities measured at fair value on recurring basis | The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at March 31, 2021 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 2,869 $ 2,869 Contingent consideration - earnout — — 43,193 43,193 Private warrant liability — — 47,444 47,444 $ — $ — $ 93,506 $ 93,506 Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combinations $ — $ — $ 3,549 $ 3,549 Contingent consideration - earnout — — 50,238 50,238 Private warrant liability — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 | The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis: Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Fair Value Contingent consideration - business combination $ $ $ 3,549 $ 3,549 Contingent consideration - earnout (as restated) — — 50,238 50,238 Private warrant liability (as restated) — — 31,534 31,534 $ — $ — $ 85,321 $ 85,321 Fair Value Measurement at December 31, 2019 Total Level 1 Level 2 Level 3 Fair Value Redeemable convertible preferred stock warrants $ — $ — $ 6,684 $ 6,684 Fair value option notes (“FVO Notes”) — — 11,659 11,659 Contingent consideration — — 100 100 $ — $ — $ 18,443 $ 18,443 |
Schedule of fair value measurement inputs and valuation techniques | Expected term Expected Expected (in years) volatility Risk-free interest rate dividend rate Redeemable convertible preferred stock warrants 2 to 9 0.23% to 2.11% December 31, 2019 FVO FVO Note 1A Note 2 (1) Initial principal value $ 2,500 $ 3,000 Value upon maturity $ 6,682 $ 6,602 Conversion price (per share) $ 6.39 N/A Value of Series B redeemable convertible preferred share $ 14.12 N/A Value of common stock N/A N/A Expected term (years) 2 N/A Volatility 39 % N/A Risk free rate 1.58 % N/A Estimated fair value of FVO Note $ 5,079 $ 6,580 | |
Schedule of Level 3 items measured at fair value on a recurring basis | Contingent Contingent Consideration - Private Consideration - Business Warrant Earnout Combinations Liability Fair value as of January 1, 2021 $ 50,238 $ 3,549 $ 31,534 Additions — 1,737 — Settlements (25,815) (2,062) — Change in fair value, loss (gain) included in net loss (1) 18,770 (355) 15,910 Fair value as of March 31, 2021 $ 43,193 $ 2,869 $ 47,444 Redeemable Contingent Convertible Consideration - Preferred Stock Business Warrants FVO Notes Combinations Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 Additions — — — Settlements — — — Change in fair value, loss (gain) included in net loss (1) 1,214 454 (80) Change in fair value, (gain) included in other comprehensive income — (3,856) — Fair value as of March 31, 2020 $ 7,898 $ 8,257 $ 20 (1) Changes in fair value of the redeemable convertible stock warrants and FVO Notes are included in other income (expense), net, and changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Ch anges in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations. | Redeemable Contingent Contingent Convertible Consideration - Private Consideration - Preferred Stock Business Warrants Earnout Warrants FVO Notes Combinations (as restated) (as restated) Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ 100 $ — $ — Additions 1,762 — 1,749 33,961 50,238 Settlements (11,030) (8,698) — — — Change in fair value, loss (gain) included in net loss (1) 2,584 895 1,700 (2,427) — Gain on extinguishment of debt — (3,856) — — — Fair value as of December 31, 2020 $ — $ — $ 3,549 $ 31,534 $ 50,238 Redeemable Convertible Preferred Stock Contingent Warrants FVO Notes Consideration Fair value as of January 1, 2019 $ 436 $ — $ 400 Additions 6,651 5,500 — Settlements (2,493) — — Change in fair value, loss (gain) included in net loss (1) 2,090 6,159 (300) Fair value as of December 31, 2019 $ 6,684 $ 11,659 $ 100 (1) Changes in fair value of redeemable convertible preferred stock warrants, FVO Notes, and Private Warrants are included in other income (expense), net, and changes in fair value of contingent consideration are included in general and administrative expenses in the consolidated statements of operations. |
Private warrant liability | ||
Fair Value | ||
Schedule of fair value measurement inputs and valuation techniques | Expected Exercise term Expected Expected Price (in years) volatility Risk-free interest rate dividend rate Private Warrant Liability $ 11.50 5 0.36% 0% |
Property, Equipment, and Soft_5
Property, Equipment, and Software (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Equipment, and Software | ||
Schedule of Property, equipment, and software net | March 31, December 31, 2021 2020 Software and computer equipment $ 1,544 $ 1,381 Furniture, office equipment, and other 1,538 567 Internally developed software 11,369 10,741 Leasehold improvements 1,112 1,112 15,563 13,801 Less: Accumulated depreciation and amortization (10,235) (9,208) Property, equipment, and software, net $ 5,328 $ 4,593 | December 31, December 31, 2020 2019 Software and computer equipment $ 1,381 $ 1,392 Furniture, office equipment, and other 567 387 Internally developed software 10,741 10,601 Leasehold improvements 1,112 1,295 13,801 13,675 Less: Accumulated depreciation and amortization (9,208) (7,017) Property, equipment, and software, net $ 4,593 $ 6,658 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets and Goodwill | ||
Schedule of intangible assets | Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 8.0 $ 10,790 $ (2,593) $ 8,197 Acquired technology 6.0 16,295 (6,211) 10,084 Trademarks and tradenames 11.0 5,263 (1,052) 4,211 Non-compete agreements 2.0 280 (57) 223 Total intangible assets $ 32,628 $ (9,913) $ 22,715 Intangible assets consist of the following, as of December 31, 2020: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 | Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 7.0 $ 8,440 $ (2,173) $ 6,267 Acquired technology 6.0 12,170 (5,481) 6,689 Trademarks and tradenames 9.0 3,688 (893) 2,795 Non-compete agreements 2.0 225 (15) 210 Total intangible assets $ 24,523 $ (8,562) $ 15,961 Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 9.0 $ 5,450 $ (1,591) $ 3,859 Acquired technology 4.0 8,546 (4,272) 4,274 Trademarks and tradenames 7.0 2,290 (591) 1,699 Total intangible assets $ 16,286 $ (6,454) $ 9,832 |
Schedule of Estimated intangibles amortization expense | Estimated Amortization Expense 2021 $ 3,873 2022 2,989 2023 2,659 2024 1,617 2025 1,169 Thereafter 3,654 $ 15,961 | |
Schedule of changes in the carrying amount of goodwill | Goodwill Balance as of December 31, 2020 $ 28,289 Acquisitions 21,831 Balance as of March 31, 2021 $ 50,120 | Goodwill Balance as of January 1, 2019 $ 21,305 Acquisitions 916 Divestitures (3,657) Purchase price adjustment (290) Balance as of December 31, 2019 $ 18,274 Acquisitions 10,176 Divestitures (161) Balance as of December 31, 2020 $ 28,289 |
Debt (Tables)_2
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt | ||
Schedule of debt | Debt Unaccreted Issuance Carrying Principal Discount Costs Value 1.0% promissory notes, due 2022 $ 10,343 $ — $ — $ 10,343 8.55% term loan, due 2024 42,145 (2,867) — 39,278 Other notes 600 (117) — 483 $ 53,088 $ (2,984) $ — $ 50,104 | At December 31, 2020, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 1.0% promissory notes, due 2022 $ 8,317 $ — $ — $ 8,317 11.05% term loan, due 2024 41,764 (2,686) (29) 39,049 Other notes 750 (133) — 617 $ 50,831 $ (2,819) $ (29) $ 47,983 At December 31, 2019, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value 10% convertible promissory notes, due on demand $ 7,324 $ (36) $ — $ 7,288 6% promissory note, due 2020 185 — — 185 2.55% promissory notes, due 2020 1,100 (41) — 1,059 3.5% convertible promissory notes, due 2022 1,689 (313) — 1,376 9.0% term loan, due 2023 40,500 (528) (689) 39,283 3% promissory note (25% default), due 2024 3,000 (2,906) (57) 37 Other notes 233 — — 233 $ 54,031 $ (3,824) $ (746) $ 49,461 Fair Principal Value 10% convertible notes recorded at fair value $ 5,500 $ 11,659 |
Schedule of minimum principal payment commitments | Minimum principal payment commitments as of December 31, 2020, are as follows: Principal Payments 2021 $ 4,799 2022 12,234 2023 20,346 2024 13,302 2025 150 Thereafter — $ 50,831 |
Equity and Warrants (Tables)_2
Equity and Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity and Warrants | ||
Schedule of fully diluted capital structure | The following table summarizes our fully diluted capital structure at March 31, 2021: Issued and outstanding common shares 87,355,733 Earnout common shares (Note 1 and Note 8) 4,099,999 Total common shares issued and outstanding 91,455,732 Common shares reserved for future issuance: Public warrants 537,377 Private warrants 5,700,000 Common stock options outstanding - 2012 Equity Plan 6,199,325 Restricted stock units (Note 8) 1,282,327 2020 Equity Plan pool reserved for future issuance (Note 8) 11,005,115 Total shares of common stock outstanding and reserved for future issuance 116,179,876 | The following table summarizes our fully diluted capital structure at December 31, 2020: Issued and outstanding common shares 75,519,151 Earnout common shares (Note 1A and Note 8) 6,150,000 Total common shares issued and outstanding 81,669,151 Common shares reserved for future issuance: Public warrants 8,625,000 Private warrants 5,700,000 Common stock options outstanding - 2012 Equity Plan (Note 8) 6,414,611 Restricted stock units (Note 8) 2,415,140 Restricted stock awards (Note 8) 166,762 2020 Equity Plan pool reserved for future issuance (Note 8) 11,137,824 Total shares of common stock outstanding and reserved for future issuance 116,128,488 |
Schedule of warrant activity | Redeemable Convertible Preferred Stock Common Stock Weighted- Weighted- Average Average Number of Exercise Number of Exercise Warrants Price Warrants Price Balances as of January 1, 2020 965,157 $ 4.39 2,095,074 $ 2.02 Warrants granted 209,384 5.62 73,538 1.77 Warrants exercised — — — — Warrants cancelled (1,174,541) 4.60 (2,168,612) 2.02 Balances as of December 31, 2020 — $ — $ — $ — |
Stock-Based Compensation (Tab_2
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | ||
Schedule of stock-based compensation by plan | Three months ended March 31, 2021 2020 Secondary market transaction $ 1,933 $ — Employee earnout restricted stock 12,373 — Employee awards 2,529 672 Total operating expenses $ 16,835 $ 672 | 2020 (as restated) 2019 Secondary market transaction $ 1,616 $ 33,232 Employee awards 9,680 2,740 Total operating expenses $ 11,296 $ 35,972 |
Schedule of stock option activity | Weighted- Weighted- Average Number of Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Balances as of January 1, 2020 7,428,682 $ 2.21 7.3 277 Options granted 2,202,417 4.23 Options exercised (439,754) 2.02 Options forfeited (323,840) 2.36 Options canceled or expired (2,452,894) 2.41 Balances as of December 31, 2020 6,414,611 $ 2.85 $ 73,260 Exercisable at December 31, 2020 3,472,595 $ 2.30 $ 73,260 | |
Schedule of fair value of assumptions | 2020 2019 Risk-free interest rate 0.3 – 0.6 % 1.6 – 1.9 % Expected term (years) 5 – 6 3 – 6 Dividend yield — — Volatility 59 – 60 % 46 – 51 % | |
Schedule of restricted stock activity | Number of Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2020 — $ — Granted 2,450,718 3.69 Canceled (35,578) 3.44 Balances as of December 31, 2020 2,415,140 $ 3.64 | |
Summary of the activity of restricted stock awards | Number of Restricted Stock Awards Balances as of January 1, 2020 472,141 Shares granted — Shares vested (305,379) Shares forfeited — Balances as of December 31, 2020 166,762 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of components of the income tax (benefit) provision | 2020 (as restated) 2019 Current: Federal $ — $ — State 71 67 Total current 71 67 Deferred Federal (1,433) 21 State (327) 8 Total deferred (1,760) 29 Provision for income taxes $ (1,689) $ 96 |
Schedule of significant deferred tax assets and deferred tax liabilities | December 31, 2020 December 31, (as restated) 2019 Deferred tax assets Accrued expenses $ 1,114 $ 1,124 Stock compensation 2,469 1,219 Deferred revenue 2,036 2,066 Property and equipment 229 176 Intangibles 452 826 Goodwill 1,444 1,391 Other 8 8 Net operating losses 50,119 40,815 Disallowed interest 6,385 2,159 Valuation allowance (63,317) (48,499) Total deferred tax assets 939 1,285 Deferred tax liabilities Internally developed software (943) (1,319) Total deferred tax liabilities (943) (1,319) Net deferred tax assets (liabilities) $ (4) $ (34) |
Schedule of reconciliation of the income tax (benefit) provision | 2020 (as restated) 2019 Tax computed at federal statutory rate $ (11,702) $ (21,677) State tax, net of federal tax benefit (2,097) (1,475) Other 803 515 Loss on disposition — 1,049 Compensation (972) 6,507 Debt transactions (824) 2,145 Enacted tax rate changes (159) (119) Return to provision (502) (991) Valuation allowance 13,764 14,142 Total provision (benefit) for income taxes $ (1,689) $ 96 |
Business Combinations and Dis_2
Business Combinations and Disposals (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combinations and Disposals | ||
Schedule of estimated fair value of the assets acquired and liabilities assumed for business combinations | Weighted Average Useful Life (in years) January 12, 2021 Acquisition Other Acquisitions Total Purchase consideration: Cash $ 20,169 $ 4,000 $ 24,169 Issuance of common stock — 1,169 1,169 Contingent consideration 1,410 327 1,737 Total purchase consideration: $ 21,579 $ 5,496 $ 27,075 Assets: Cash and cash equivalents $ 1,035 $ 252 $ 1,287 Current assets 4,939 413 5,352 Property and equipment 996 — 996 Intangible assets: Customer relationships 1,650 700 2,350 Acquired technology 3,525 600 4,125 Trademarks and tradenames 1,225 350 1,575 Non-competition agreements 40 15 55 Goodwill 18,262 3,569 21,831 Total assets acquired 31,672 5,899 37,571 Current liabilities (8,067) (22) (8,089) Long term liabilities (2,026) — (2,026) Deferred tax liabilities, net — (381) (381) Net assets acquired $ 21,579 $ 5,496 $ 27,075 | Weighted Average Useful Life (in years) July 23, 2020 Acquisition December 31, 2020 Acquisition Other Acquisitions Total Purchase consideration: Cash $ 2,000 $ 6,003 $ 325 $ 8,328 Issuance of common stock 1,790 4,711 358 6,859 Deferred acquisition consideration — — 80 80 Notes payable — — 607 607 Contingent consideration — 1,749 — 1,749 Total purchase consideration: $ 3,790 $ 12,463 $ 1,370 $ 17,623 Assets: Cash and cash equivalents $ 382 $ 119 $ 36 $ 537 Current assets 554 212 7 773 Property and equipment 212 44 2 258 Intangible assets: Customer relationships 740 2,400 — 3,140 Acquired technology 470 3,700 300 4,470 Trademarks and tradenames 670 600 240 1,510 Non-competition agreements 70 155 — 225 Goodwill 1,576 7,242 1,358 10,176 Total assets acquired 4,674 14,472 1,943 21,089 Current liabilities (884) (322) (527) (1,733) Deferred tax liabilities, net — (1,687) (46) (1,733) Net assets acquired $ 3,790 $ 12,463 $ 1,370 $ 17,623 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies. | |
Schedule of minimum commitments under noncancelable operating lease agreements | Minimum commitments under noncancelable operating lease agreements as of December 31, 2020, are as follows: Lease Payments 2021 $ 1,333 2022 821 2023 315 2024 — 2025 — Thereafter — $ 2,469 |
Schedule of non-cancelable purchase commitments | As of December 31, 2020, the Company had non-cancelable purchase commitments, primarily for data purchases, as follows: 2021 $ 3,742 2022 3,514 2023 3,514 2024 — 2025 — $ 10,770 |
Basic and Diluted Net Loss Pe_6
Basic and Diluted Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Basic and Diluted Net Loss Per Share | ||
Schedule of earnings per share, basic and diluted | Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (65,101) $ (18,367) Denominator: Shares used in computing net loss attributable per share to common stockholders, basic and diluted 85,331,575 34,965,300 Net loss attributable per share to common stockholders: Basic and diluted $ (0.76) $ (0.53) | 2020 (as restated) 2019 Numerator: Net loss $ (54,032) $ (103,319) Induced conversion of preferred stock (17,284) — Net loss attributable to common stockholders, basic $ (71,316) $ (103,319) Add: gain on warrant fair value (2,427) — Adjusted net loss for diluted loss per share $ (73,743) $ (103,319) Denominator: Shares used in computing net loss attributable per share to common stockholders, basic 36,344,234 31,170,351 Shares used in computing net loss attributable per share to common stockholders, diluted 36,374,215 31,170,351 Net loss attributable per share to common stockholders: Basic $ (1.96) $ (3.31) Diluted $ (2.03) $ (3.31) |
Schedule of antidilutive securities excluded from computation of earnings per share | 2021 2020 Stock options 6,199,325 6,918,406 Restricted stock units and awards 1,282,327 96,550 Legacy Porch warrants — 3,134,068 Public and private warrants 6,237,377 — Earnout shares 4,099,999 — Convertible debt — 1,034,760 | 2020 2019 Stock options 6,414,611 7,428,682 Restricted stock units and awards 2,581,902 495,633 Legacy Porch warrants — 3,060,530 Public warrants 8,625,000 — Earnout shares 6,150,000 — Convertible debt — 1,734,264 |
Restatement of Previously Iss_4
Restatement of Previously Issued Consolidated Financial Statements - Merger (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2020$ / sharesshares | Jul. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Jul. 29, 2020shares | Jan. 01, 2019USD ($) |
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Trust fund | $ | $ 196,046 | $ 4,179 | $ 222,948 | ||||
Common stock, shares outstanding | 21,562,100 | 81,669,151 | 34,197,822 | 91,455,732 | |||
Common stock, shares issued | 81,669,151 | 34,197,822 | 91,455,732 | 21,562,100 | |||
Earnout liability Assumed | $ | $ 50,238 | ||||||
Transaction costs | $ | $ 30,800 | ||||||
Merger transaction cost paid in cash | $ | $ 5,600 | ||||||
Shares issued as compensation for services | 1,580,000 | ||||||
Fair value of shares issued | $ | $ 23,300 | ||||||
Earn out shares issued | 150,000 | ||||||
Fair value of earn out shares issued | $ | $ 1,900 | ||||||
Amount eligible to be charged against equity | $ | 27,000 | ||||||
Cost recognized as expenses | $ | 3,800 | ||||||
Contributed capital | $ | 239,700 | ||||||
Payment of capital distribution | $ | $ 50,400 | ||||||
Private warrants liability | $ | 31,534 | $ 47,444 | |||||
Impairment loss | $ | 0 | $ 0 | |||||
Cash balance at bank | $ | 206,000 | ||||||
Percentage of shares held by pre closing holders | 55.00% | 55.00% | |||||
Retained Earnings (Accumulated Deficit) | $ | (317,506) | $ (263,474) | $ (382,607) | ||||
CEO | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Shares issued | 1,000,000 | ||||||
Cumulative effect | ASC 606 | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Retained Earnings (Accumulated Deficit) | $ | $ 507 | ||||||
Additional Offering, PIPE Investors | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Common stock, shares issued | 15,000,000 | ||||||
Shares issued Price (Per share) | $ / shares | $ 10 | ||||||
Net proceeds | $ | $ 141,800 | ||||||
Direct offering costs | $ | 8,200 | ||||||
Public Warrants | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Share price | $ / shares | $ 11.50 | ||||||
Private Warrants | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Private warrants liability | $ | 34,000 | ||||||
PropTech Acquisition Corporation | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Working capital | $ | 600 | ||||||
Payment of Liabilities | $ | 4,300 | ||||||
Proceeds available for use | $ | 305,100 | ||||||
Payment of capital distribution | $ | 30,000 | ||||||
Net assets | $ | 275,100 | $ 275,100 | |||||
PropTech Acquisition Corporation | Original public offering | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Working capital | $ | $ 6,000 | ||||||
Merger Agreement | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Shares Redeemed | 400 | ||||||
Redemption price (per share) | $ / shares | $ 10.04 | ||||||
Trust fund | $ | $ 173,100 | ||||||
Common stock, shares outstanding | 17,249,600 | ||||||
Shares converted | 4,312,500 | 4,312,500 | |||||
Shares conversion ratio | 1 | 1 | |||||
Shares issued on conversion | 184,652 | ||||||
Warrants cancelled | 3,116,003 | ||||||
Issued for cancellation of warrants | 5,126,128 | ||||||
Common stock issued on extinguishment of stock options | 2,533,016 | ||||||
Shares issued value in merger | $ | $ 30,000 | ||||||
Shares issued shares in merger | 83,559,663 | ||||||
Stock called by warrants | 14,325,000 | 14,325,000 | |||||
Single share price | $ / shares | $ 1 | ||||||
Warrants outstanding | 14,325,000 | ||||||
Share price | $ / shares | $ 11.50 | ||||||
Number of days for determining share price commencement | 30 days | ||||||
Expiring period after merger for determining share price | 5 years | ||||||
Earn out shares issued | 5,000,000 | ||||||
Amount eligible to be charged against equity | $ | $ 27,000 | ||||||
Merger Agreement | CEO | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Shares issued shares in merger | 1,000,000 | ||||||
Merger Agreement | Common stock warrants | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Issued for cancellation of warrants | 4,472,695 | ||||||
Warrants outstanding | 14,235,000 | ||||||
Merger Agreement | Public Warrants | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Stock called by warrants | 8,625,000 | ||||||
Warrants outstanding | 8,625,000 | 8,625,000 | |||||
Merger Agreement | Private Warrants | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Stock called by warrants | 5,700,000 | 5,700,000 | |||||
Warrants outstanding | 5,700,000 | 5,700,000 | |||||
Merger Agreement | Preferred stock | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Shares converted | 52,251,876 | ||||||
Shares issued on conversion | 52,207,029 | ||||||
Common stock issued on extinguishment of stock options | 2,316,280 | ||||||
Merger Agreement | PropTech Acquisition Corporation | |||||||
Common Stock and Redeemable Convertible Preferred Stock | |||||||
Shares issued (shares) | 36,264,984 |
Restatement of Previously Iss_5
Restatement of Previously Issued Consolidated Financial Statements - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restatement of Previously Issued Consolidated Financial Statements | |||||
Net loss (as restated) | $ (65,101) | $ (18,367) | $ (54,032) | $ (103,319) | |
Current assets | |||||
Accounts receivable, net | 9,629 | 4,268 | 4,710 | ||
Prepaid expenses and other current assets | 7,869 | 4,080 | 1,285 | ||
Total current assets | 250,881 | 215,801 | 10,174 | ||
Total assets | 334,236 | 268,387 | 48,468 | ||
Liabilities and Stockholders' Equity (Deficit) | |||||
Accounts payable | 6,384 | 9,203 | 4,806 | ||
Accrued expenses and other current liabilities | 15,268 | 9,905 | 17,071 | ||
Deferred revenue | 4,346 | 5,208 | 3,333 | ||
Total current liabilities | 35,504 | 31,726 | 57,462 | ||
Earnout liability, at fair value | 43,193 | 50,238 | |||
Private warrant liability, at fair value | 47,444 | 31,534 | |||
Total liabilities | 172,229 | 161,062 | 108,447 | ||
Additional paid-in capital | 544,605 | 424,823 | 203,492 | ||
Accumulated deficit | (382,607) | (317,506) | (263,474) | ||
Total stockholders' equity (deficit) | 162,007 | $ (67,623) | 107,325 | (59,979) | $ (149,842) |
Total liabilities and stockholders' equity (deficit) | $ 334,236 | 268,387 | $ 48,468 | ||
As Filed | |||||
Restatement of Previously Issued Consolidated Financial Statements | |||||
Net loss (as restated) | (51,609) | ||||
Current assets | |||||
Accounts receivable, net | 4,661 | ||||
Prepaid expenses and other current assets | 3,891 | ||||
Total current assets | 216,005 | ||||
Total assets | 268,591 | ||||
Liabilities and Stockholders' Equity (Deficit) | |||||
Accounts payable | 8,903 | ||||
Accrued expenses and other current liabilities | 9,991 | ||||
Deferred revenue | 4,870 | ||||
Total current liabilities | 31,174 | ||||
Earnout liability, at fair value | 50,442 | ||||
Total liabilities | 129,180 | ||||
Additional paid-in capital | 454,486 | ||||
Accumulated deficit | (315,083) | ||||
Total stockholders' equity (deficit) | 139,411 | ||||
Total liabilities and stockholders' equity (deficit) | 268,591 | ||||
Restatement Adjustments | |||||
Restatement of Previously Issued Consolidated Financial Statements | |||||
Net loss (as restated) | (2,423) | ||||
Current assets | |||||
Accounts receivable, net | (393) | ||||
Prepaid expenses and other current assets | 189 | ||||
Total current assets | (204) | ||||
Total assets | (204) | ||||
Liabilities and Stockholders' Equity (Deficit) | |||||
Accounts payable | 300 | ||||
Accrued expenses and other current liabilities | (86) | ||||
Deferred revenue | 338 | ||||
Total current liabilities | 552 | ||||
Earnout liability, at fair value | (204) | ||||
Private warrant liability, at fair value | 31,534 | ||||
Total liabilities | 31,882 | ||||
Additional paid-in capital | (29,663) | ||||
Accumulated deficit | (2,423) | ||||
Total stockholders' equity (deficit) | (32,086) | ||||
Total liabilities and stockholders' equity (deficit) | $ (204) |
Restatement of Previously Iss_6
Restatement of Previously Issued Consolidated Financial Statements - Consolidated statement of operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restatement of Previously Issued Consolidated Financial Statements | ||||
Revenue | $ 26,742 | $ 15,074 | $ 72,299 | $ 77,595 |
Operating expenses: | ||||
Selling and marketing | 14,638 | 12,853 | 41,665 | 56,220 |
Product and technology | 11,789 | 7,352 | 28,546 | 30,992 |
General and administrative | 24,016 | 4,156 | 28,199 | 52,011 |
Total operating expenses | 56,373 | 28,460 | 114,530 | 165,717 |
Operating loss | (29,631) | (13,386) | (42,231) | (88,122) |
Other income (expense): | ||||
Other income (expense), net | 83 | (1,874) | 1,244 | (7,967) |
Total other income (expense) | (35,820) | (4,960) | (13,490) | (15,101) |
Loss before income taxes | (65,451) | (18,346) | (55,721) | (103,223) |
Income tax (benefit) expense | (350) | 21 | (1,689) | 96 |
Net loss | $ (65,101) | $ (18,367) | (54,032) | (103,319) |
Net loss attributable to common stockholders | $ (71,316) | $ (103,319) | ||
Net loss attributable per share to common stockholders: | ||||
Basic | $ (0.76) | $ (0.53) | $ (1.96) | $ (3.31) |
Diluted | $ (0.76) | $ (0.53) | $ (2.03) | $ (3.31) |
As Filed | ||||
Restatement of Previously Issued Consolidated Financial Statements | ||||
Revenue | $ 73,216 | |||
Operating expenses: | ||||
Selling and marketing | 41,768 | |||
Product and technology | 28,298 | |||
General and administrative | 28,387 | |||
Total operating expenses | 114,573 | |||
Operating loss | (41,357) | |||
Other income (expense): | ||||
Other income (expense), net | 2,791 | |||
Total other income (expense) | (11,943) | |||
Loss before income taxes | (53,300) | |||
Income tax (benefit) expense | (1,691) | |||
Net loss | (51,609) | |||
Net loss attributable to common stockholders | $ (68,893) | |||
Net loss attributable per share to common stockholders: | ||||
Basic | $ (1.90) | |||
Diluted | $ (1.90) | |||
Restatement Adjustments | ||||
Restatement of Previously Issued Consolidated Financial Statements | ||||
Revenue | $ (917) | |||
Operating expenses: | ||||
Selling and marketing | (103) | |||
Product and technology | 248 | |||
General and administrative | (188) | |||
Total operating expenses | (43) | |||
Operating loss | (874) | |||
Other income (expense): | ||||
Other income (expense), net | (1,547) | |||
Total other income (expense) | (1,547) | |||
Loss before income taxes | (2,421) | |||
Income tax (benefit) expense | 2 | |||
Net loss | (2,423) | |||
Net loss attributable to common stockholders | $ (2,423) | |||
Net loss attributable per share to common stockholders: | ||||
Basic | $ (0.06) | |||
Diluted | $ (0.13) | |||
Restatement Adjustments | Other immaterial items | ||||
Other income (expense): | ||||
Net loss | $ 900 |
Restatement of Previously Iss_7
Restatement of Previously Issued Consolidated Financial Statements - Consolidated statement of cash flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net loss | $ (65,101) | $ (18,367) | $ (54,032) | $ (103,319) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Loss on remeasurement of private warrant liability | (2,427) | |||
Stock-based compensation | 16,835 | 672 | 11,296 | 35,972 |
Other | 7 | 236 | ||
Other | (225) | |||
Change in operating assets and liabilities, net of acquisitions and divestitures | ||||
Accounts receivable | (846) | 559 | 203 | (1,840) |
Prepaid expenses and other current assets | 441 | 281 | (2,587) | 603 |
Accounts payable | (8,090) | 1,414 | 4,092 | 2,361 |
Accrued expenses and other current liabilities | 2,625 | 1,651 | (15,946) | 7,704 |
Deferred revenue | (1,362) | 136 | 2,206 | (803) |
Other | (496) | 158 | 2,419 | (975) |
Net cash used in operating activities | (22,935) | (9,638) | (48,669) | (29,335) |
Net cash used in investing activities | (23,714) | (974) | (10,671) | (5,208) |
Net cash provided by financing activities | 72,579 | 6,254 | 259,614 | 34,486 |
Change in cash, cash equivalents, and restricted cash | 25,930 | (4,358) | 200,274 | (57) |
Cash, cash equivalents, and restricted cash, beginning of period | 207,453 | 7,179 | 7,179 | 7,236 |
Cash, cash equivalents, and restricted cash end of period | 233,383 | 2,821 | 207,453 | 7,179 |
As Filed | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net loss | (51,609) | |||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Stock-based compensation | 11,409 | |||
Other | 167 | |||
Other | (200) | |||
Change in operating assets and liabilities, net of acquisitions and divestitures | ||||
Accounts receivable | 16 | |||
Prepaid expenses and other current assets | (2,398) | |||
Accounts payable | 3,793 | |||
Accrued expenses and other current liabilities | (15,860) | |||
Deferred revenue | 1,868 | |||
Other | (1,788) | |||
Net cash used in operating activities | (48,669) | |||
Net cash used in investing activities | (10,671) | |||
Net cash provided by financing activities | 259,614 | |||
Change in cash, cash equivalents, and restricted cash | 200,274 | |||
Cash, cash equivalents, and restricted cash, beginning of period | $ 207,453 | $ 7,179 | 7,179 | |
Cash, cash equivalents, and restricted cash end of period | 207,453 | $ 7,179 | ||
Restatement Adjustments | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net loss | (2,423) | |||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Loss on remeasurement of private warrant liability | (2,427) | |||
Stock-based compensation | (113) | |||
Other | 207 | |||
Change in operating assets and liabilities, net of acquisitions and divestitures | ||||
Accounts receivable | 187 | |||
Prepaid expenses and other current assets | (189) | |||
Accounts payable | 299 | |||
Accrued expenses and other current liabilities | (86) | |||
Deferred revenue | 338 | |||
Other | $ 4,207 |
Restatement of Previously Iss_8
Restatement of Previously Issued Consolidated Financial Statements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | |
Minimum cash balance required by lender | $ 3,000 | $ 3,000 | $ 3,000 |
Loan proceeds related to the Paycheck Protection Program Loan | 8,407 | 10,435 | |
Allowance for uncollectible receivables | 249 | 188 | $ 242 |
Losses due to impairment of long-lived assets | 611 | 1,051 | |
Advertising costs | 2,242 | $ 3,716 | |
As Filed | |||
Allowance for uncollectible receivables | $ 455 |
Restatement of Previously Iss_9
Restatement of Previously Issued Consolidated Financial Statements - Cash and cash equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Restatement of Previously Issued Consolidated Financial Statements | |||||
Cash and cash equivalents | $ 222,948 | $ 196,046 | $ 4,179 | ||
Restricted Cash, Current | 10,435 | 11,407 | |||
Restricted Cash, Noncurrent | 3,000 | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 233,383 | $ 207,453 | $ 2,821 | $ 7,179 | $ 7,236 |
Restatement of Previously Is_10
Restatement of Previously Issued Consolidated Financial Statements - Property, Equipment and Software (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Software and computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture, office equipment and other | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Internally developed software | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Minimum | Furniture, office equipment and other | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Restatement of Previously Is_11
Restatement of Previously Issued Consolidated Financial Statements - Other income (expense), net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restatement of Previously Issued Consolidated Financial Statements | ||||
Gain on remeasurement of private warrant liability (Note 3) | $ 2,427 | |||
Loss on remeasurement of Legacy Porch warrants (Note 3) | $ (15,910) | $ (1,079) | (2,584) | $ (2,090) |
Transaction costs - recapitalization | (3,974) | |||
Loss on extinguishment of debt, net | (247) | 5,748 | (483) | |
Loss on remeasurement of debt (Note 3) | (454) | |||
Loss on remeasurement of debt (Note 3) | (454) | (895) | (6,159) | |
Gain on settlement of accounts payable | 796 | 735 | ||
Other, net | 83 | 30 | ||
Other, net | (94) | (274) | ||
Other income (expense), net | $ 83 | $ (1,874) | $ 1,244 | $ (7,967) |
Revenue - Disaggregation of R_4
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||||
Total revenue | $ 26,742 | $ 15,074 | $ 72,299 | $ 77,595 |
Referral network revenue | ||||
Revenue | ||||
Total revenue | 11,024 | 9,128 | 53,048 | 49,449 |
Managed services revenue | ||||
Revenue | ||||
Total revenue | $ 4,644 | $ 4,135 | 11,579 | 21,888 |
Software subscription revenue | ||||
Revenue | ||||
Total revenue | $ 7,672 | $ 6,258 | ||
Moving Services | ||||
Revenue | ||||
Percentage of Total Revenue | 82.00% | 51.00% | 69.00% | 47.00% |
Post Move Services | ||||
Revenue | ||||
Percentage of Total Revenue | 18.00% | 49.00% | 31.00% | 53.00% |
Revenue - Contract Assets (De_2
Revenue - Contract Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Change in Contract with Customer, Asset [Abstract] | ||
Balance at December 31, 2020 | $ 3,529 | $ 0 |
Estimated lifetime value of insurance policies sold by carriers | 1,805 | 4,313 |
Cash receipts | (435) | (784) |
Balance at March 31, 2021 | 4,899 | 3,529 |
Contract assets | 4,899 | 3,529 |
Long-term accounts receivable | 4,748 | 3,365 |
Accounts Receivable Current | ||
Change in Contract with Customer, Asset [Abstract] | ||
Balance at December 31, 2020 | 164 | |
Balance at March 31, 2021 | 151 | 164 |
Contract assets | $ 151 | $ 164 |
Revenue - Disaggregation of R_5
Revenue - Disaggregation of Revenue - Expected Timing Of Satisfaction Period (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 0 | $ 4,334 | $ 2,540 | $ 18,336 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 2,026 | $ 2,664 | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 396 | $ 529 | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | 24 months |
Revenue - Disaggregation of R_6
Revenue - Disaggregation of Revenue - Contract Liabilities Refundable Customer Deposits (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in Contract with Customer, Liability | ||||
Beginning balance | $ 5,208 | |||
Additions to contract liabilities | 407 | |||
Contract liabilities transferred to revenue | (1,769) | |||
Impact of acquisitions | 500 | |||
Ending balance | 4,346 | $ 5,208 | ||
Refundable Customer Deposits | ||||
Change in Contract with Customer, Liability | ||||
Beginning balance | 3,193 | 6,274 | $ 0 | |
Additions to contract liabilities - prepayment | $ 7,000 | 7,000 | ||
Additions to contract liabilities - significant financing component interest | 66 | 440 | 152 | |
Contract liabilities transferred to revenue | (837) | (3,521) | (878) | |
Ending balance | 2,422 | 3,193 | 6,274 | |
ASC 606 | ||||
Change in Contract with Customer, Liability | ||||
Beginning balance | $ 5,208 | 3,333 | 4,553 | |
Additions to contract liabilities | 6,602 | 6,686 | ||
Adoption of ASC 606 | (940) | |||
Contract liabilities transferred to revenue | (4,923) | (7,490) | ||
Impact of acquisitions | 196 | 670 | ||
Impact of divestitures | (146) | |||
Ending balance | $ 5,208 | $ 3,333 |
Fair Value - Schedule of Fair_2
Fair Value - Schedule of Fair Value Measurements of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value | |||
Liabilities, fair value disclosure | $ 93,506 | $ 85,321 | $ 18,443 |
Contingent consideration - business combination | |||
Fair Value | |||
Liabilities, fair value disclosure | 2,869 | 3,549 | |
Contingent consideration - earnout | |||
Fair Value | |||
Liabilities, fair value disclosure | 43,193 | 50,238 | |
Private warrant liability | |||
Fair Value | |||
Liabilities, fair value disclosure | 47,444 | 31,534 | |
Redeemable convertible preferred stock warrants | |||
Fair Value | |||
Liabilities, fair value disclosure | 6,684 | ||
FVO notes | |||
Fair Value | |||
Liabilities, fair value disclosure | 11,659 | ||
Contingent Consideration | |||
Fair Value | |||
Liabilities, fair value disclosure | 100 | ||
Level 3 | |||
Fair Value | |||
Liabilities, fair value disclosure | 93,506 | 85,321 | 18,443 |
Level 3 | Contingent consideration - business combination | |||
Fair Value | |||
Liabilities, fair value disclosure | 2,869 | 3,549 | |
Level 3 | Contingent consideration - earnout | |||
Fair Value | |||
Liabilities, fair value disclosure | 43,193 | 50,238 | |
Level 3 | Private warrant liability | |||
Fair Value | |||
Liabilities, fair value disclosure | $ 47,444 | $ 31,534 | |
Level 3 | Redeemable convertible preferred stock warrants | |||
Fair Value | |||
Liabilities, fair value disclosure | 6,684 | ||
Level 3 | FVO notes | |||
Fair Value | |||
Liabilities, fair value disclosure | 11,659 | ||
Level 3 | Contingent Consideration | |||
Fair Value | |||
Liabilities, fair value disclosure | $ 100 |
Fair Value - Summary of Key Ass
Fair Value - Summary of Key Assumptions for determining redeemable convertible preferred stock warrants (Details) - Redeemable convertible preferred stock warrants | Dec. 31, 2020 | Dec. 31, 2019 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 60 | |
Expected dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | |
Minimum | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 2 | |
Minimum | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.23 | |
Maximum | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 9 | |
Maximum | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 2.11 | |
Weighted Average | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 6.36 | |
Weighted Average | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.72 |
Fair Value - Fair Value Option
Fair Value - Fair Value Option Notes (Details) $ / shares in Units, $ in Thousands | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Initial principal value | $ 53,088 | $ 50,831 | $ 54,031 |
Promissory note carrying amount | $ 50,104 | 47,983 | 49,461 |
FVO Note 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Initial principal value | 2,500 | ||
Promissory note carrying amount | $ 6,682 | ||
Conversion price (per share) | $ / shares | $ 6.39 | ||
Estimated fair value of FVO Note | $ 5,079 | ||
FVO Note 1 | Current stock price | Series A redeemable convertible preferred stock | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
FVO Notes | 14.12 | ||
FVO Note 1 | Expected term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
FVO Notes | 2 | ||
FVO Note 1 | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
FVO Notes | 39 | ||
FVO Note 1 | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
FVO Notes | 1.58 | ||
FVO Note 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Initial principal value | 3,000 | ||
Promissory note carrying amount | 6,602 | ||
Estimated fair value of FVO Note | $ 6,580 |
Fair Value - Contingent conside
Fair Value - Contingent consideration (Details) $ in Thousands | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020 | Dec. 31, 2020$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration | $ 1,596 | ||||
Discount rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 6.7 | 9 | |||
Discount rate | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 25.7 | 9.96 | 15.26 | ||
Discount rate | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 31.5 | 9.98 | 16.26 | ||
Revenue volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 18 | 19 | |||
Cost of capital | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 25.7 | ||||
Cost of capital | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 32.5 | ||||
Cost of capital | Weighted Average | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 21.50 | 29.50 | |||
Current stock price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | $ / shares | 17.70 | 14.27 | |||
Strike price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | $ / shares | 20 | 20 | |||
Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 80 | 60 | |||
Volatility | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 38.1 | ||||
Volatility | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration, measurement input | 68.5 | ||||
Income approach | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration | $ 1,800 | ||||
Monte Carlo simulation method | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination contingent consideration | $ 1,273 | $ 1,749 | |||
Monte Carlo simulation method | Current stock price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent Consideration Earnout, Measurement Input | 17.70 | 14.27 | |||
Monte Carlo simulation method | Exercise Price | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent Consideration Earnout, Measurement Input | 20 | 18 | 18 | ||
Monte Carlo simulation method | Exercise Price | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent Consideration Earnout, Measurement Input | 22 | 20 | 20 | ||
Monte Carlo simulation method | Exercise Price | Weighted Average | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent Consideration Earnout, Measurement Input | 22 | 22 | |||
Monte Carlo simulation method | Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent Consideration Earnout, Measurement Input | 75 | 60 | |||
Monte Carlo simulation method | Forfeiture Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent Consideration Earnout, Measurement Input | 16 | 16 |
Fair Value - Private Warrant Li
Fair Value - Private Warrant Liability (Details) $ in Thousands | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares |
Fair Value | ||
Private warrants liability | $ | $ 47,444 | $ 31,534 |
Exercise Price | Private warrant liability | ||
Fair Value | ||
Warrants, measurement input | $ / shares | 11.50 | |
Expected term | Private warrant liability | ||
Fair Value | ||
Warrants, measurement input | 5 | |
Volatility | Private warrant liability | ||
Fair Value | ||
Warrants, measurement input | 35 | |
Risk free rate | Private warrant liability | ||
Fair Value | ||
Warrants, measurement input | 0.36 | |
Expected dividend rate | Private warrant liability | ||
Fair Value | ||
Warrants, measurement input | 0 |
Fair Value - Level 3 (Details_2
Fair Value - Level 3 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Redeemable convertible preferred stock warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 6,684 | $ 6,684 | $ 436 | |
Additions | 1,762 | 6,651 | ||
Settlements | (11,030) | (2,493) | ||
Change in fair value, loss (gain) included in net loss | 1,214 | 2,584 | 2,090 | |
Ending balance | 7,898 | 6,684 | ||
FVO notes | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 11,659 | 11,659 | ||
Additions | 5,500 | |||
Settlements | (8,698) | |||
Change in fair value, loss (gain) included in net loss | 454 | 895 | 6,159 | |
Gain on extinguishment of debt | (3,856) | |||
Ending balance | 8,257 | 11,659 | ||
Contingent Consideration | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 100 | 100 | 400 | |
Change in fair value, loss (gain) included in net loss | (300) | |||
Ending balance | 100 | |||
Contingent consideration - business combination | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 3,549 | 100 | 100 | |
Additions | 1,737 | 1,749 | ||
Settlements | (2,062) | |||
Change in fair value, loss (gain) included in net loss | (355) | (80) | 1,700 | |
Ending balance | 2,869 | $ 20 | 3,549 | $ 100 |
Private Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 31,534 | |||
Additions | 33,961 | |||
Change in fair value, loss (gain) included in net loss | (2,427) | |||
Ending balance | 31,534 | |||
Contingent consideration - earnout | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 50,238 | |||
Additions | 50,238 | |||
Settlements | (25,815) | |||
Change in fair value, loss (gain) included in net loss | 18,770 | |||
Ending balance | $ 43,193 | $ 50,238 |
Property, Equipment, and Soft_6
Property, Equipment, and Software (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | $ 15,563 | $ 13,801 | $ 13,675 | |
Less: Accumulated depreciation and amortization | (10,235) | (9,208) | (7,017) | |
Property, equipment, and software, net | 5,328 | 4,593 | 6,658 | |
Depreciation and amortization | 2,463 | $ 1,789 | 6,644 | 7,377 |
Software and computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | 1,544 | 1,381 | 1,392 | |
Furniture, office equipment and other | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | 1,538 | 567 | 387 | |
Internally developed software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | 11,369 | 10,741 | 10,601 | |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment, and software, Gross | 1,112 | 1,112 | 1,295 | |
Property equipment software | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,123 | $ 982 | $ 3,786 | $ 3,680 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets and Goodwill | ||||
Intangible Assets, gross | $ 32,628 | $ 24,523 | $ 16,286 | |
Accumulated Amortization | (9,913) | (8,562) | (6,454) | |
Intangible Assets, Net | 22,715 | 15,961 | 9,832 | |
Aggregate amortization expense | $ 1,340 | $ 807 | $ 2,858 | $ 3,697 |
Customer relationships | ||||
Intangible Assets and Goodwill | ||||
Estimated Useful Life (in years) | 8 years | 7 years | 9 years | |
Intangible Assets, gross | $ 10,790 | $ 8,440 | $ 5,450 | |
Accumulated Amortization | (2,593) | (2,173) | (1,591) | |
Intangible Assets, Net | $ 8,197 | $ 6,267 | $ 3,859 | |
Acquired technology | ||||
Intangible Assets and Goodwill | ||||
Estimated Useful Life (in years) | 6 years | 6 years | 4 years | |
Intangible Assets, gross | $ 16,295 | $ 12,170 | $ 8,546 | |
Accumulated Amortization | (6,211) | (5,481) | (4,272) | |
Intangible Assets, Net | $ 10,084 | $ 6,689 | $ 4,274 | |
Trademarks and tradenames | ||||
Intangible Assets and Goodwill | ||||
Estimated Useful Life (in years) | 11 years | 9 years | 7 years | |
Intangible Assets, gross | $ 5,263 | $ 3,688 | $ 2,290 | |
Accumulated Amortization | (1,052) | (893) | (591) | |
Intangible Assets, Net | $ 4,211 | $ 2,795 | $ 1,699 | |
Non-competition agreements | ||||
Intangible Assets and Goodwill | ||||
Estimated Useful Life (in years) | 2 years | 2 years | ||
Intangible Assets, gross | $ 280 | $ 225 | ||
Accumulated Amortization | (57) | (15) | ||
Intangible Assets, Net | $ 223 | $ 210 |
Intangible Assets and Goodwil_7
Intangible Assets and Goodwill - Estimated Intangibles Amortization Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Estimated intangibles amortization expense: | |||
2021 | $ 3,873 | ||
2022 | 2,989 | ||
2023 | 2,659 | ||
2024 | 1,617 | ||
2025 | 1,169 | ||
Thereafter | 3,654 | ||
Intangible Assets, Net | $ 22,715 | $ 15,961 | $ 9,832 |
Intangible Assets and Goodwil_8
Intangible Assets and Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 28,289 | $ 18,274 | $ 21,305 |
Acquisitions | 21,831 | 10,176 | 916 |
Divestitures | (161) | (3,657) | |
Purchase price adjustment | (290) | ||
Goodwill, Ending Balance | $ 50,120 | $ 28,289 | $ 18,274 |
Debt (Details)_2
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 |
Debt | ||||
Principal | $ 53,088 | $ 50,831 | $ 54,031 | |
Unaccreted Discount | (2,984) | (2,819) | (3,824) | |
Debt Issuance Costs | (29) | (746) | ||
Carrying Value | 50,104 | 47,983 | 49,461 | |
Interest rate (stated) | 3.00% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
2021 | 4,799 | |||
2022 | 12,234 | |||
2023 | 20,346 | |||
2024 | 13,302 | |||
2025 | 150 | |||
Total principal | 53,088 | $ 50,831 | 54,031 | |
10% convertible promissory notes | ||||
Debt | ||||
Principal | 7,324 | |||
Unaccreted Discount | (36) | |||
Carrying Value | 7,288 | |||
Interest rate (stated) | 10.00% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | 7,324 | |||
6% promissory note, due 2020 | ||||
Debt | ||||
Principal | 185 | |||
Carrying Value | 185 | |||
Interest rate (stated) | 6.00% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | 185 | |||
2.55% promissory notes, due 2020 | ||||
Debt | ||||
Principal | 1,100 | |||
Unaccreted Discount | (41) | |||
Carrying Value | 1,059 | |||
Interest rate (stated) | 2.55% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | 1,100 | |||
3.5% convertible promissory note, due 2022 | ||||
Debt | ||||
Principal | 1,689 | |||
Unaccreted Discount | (313) | |||
Carrying Value | 1,376 | |||
Interest rate (stated) | 3.50% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | 1,689 | |||
9.0% term loan, due 2023 | ||||
Debt | ||||
Principal | 40,500 | |||
Unaccreted Discount | (528) | |||
Debt Issuance Costs | (689) | |||
Carrying Value | 39,283 | |||
Interest rate (stated) | 9.00% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | 40,500 | |||
3% promissory note, due 2024 | ||||
Debt | ||||
Principal | 3,000 | |||
Unaccreted Discount | (2,906) | |||
Debt Issuance Costs | (57) | |||
Carrying Value | 37 | |||
Interest rate (stated) | 3.00% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | 3,000 | |||
1.0% promissory notes, due 2022 | ||||
Debt | ||||
Principal | 10,343 | $ 8,317 | ||
Carrying Value | $ 10,343 | $ 8,317 | ||
Interest rate (stated) | 1.00% | 1.00% | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | $ 10,343 | $ 8,317 | ||
11.05% term loan, due 2024 | ||||
Debt | ||||
Principal | 41,764 | |||
Unaccreted Discount | (2,686) | |||
Debt Issuance Costs | (29) | |||
Carrying Value | $ 39,049 | |||
Interest rate (stated) | 11.05% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | $ 41,764 | |||
Other notes | ||||
Debt | ||||
Principal | 600 | 750 | 233 | |
Unaccreted Discount | (117) | (133) | ||
Carrying Value | 483 | 617 | 233 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | $ 600 | 750 | $ 233 | |
10% convertible notes | ||||
Debt | ||||
Principal | 5,500 | |||
Fair Value | $ 11,659 | |||
Interest rate (stated) | 10.00% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
Total principal | $ 5,500 |
Debt - Senior Secured Term Loan
Debt - Senior Secured Term Loans (Details) | Dec. 23, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($) | Jul. 31, 2020USD ($) | May 31, 2020USD ($) | May 26, 2020 | Dec. 19, 2019USD ($) |
Debt | |||||||||
Amount borrowed | $ 3,000,000 | ||||||||
Loss on extinguishment of debt | $ (247,000) | $ 5,748,000 | $ (483,000) | ||||||
Amount outstanding | 47,983,000 | 49,461,000 | $ 50,104,000 | ||||||
Senior Secured Term Loans | |||||||||
Debt | |||||||||
Amount borrowed | $ 47,000,000 | ||||||||
Maximum borrowing amount | 40,000,000 | ||||||||
Amount outstanding | 40,000,000 | $ 37,645 | $ 37,500 | ||||||
Debt Instrument, Final Payment Fees | 500,000 | ||||||||
Senior Secured Term Loans | Period beginning April 2, 2020 Through May 15, 2020 | |||||||||
Debt | |||||||||
Paid In Kind Interest Rate | 2 | ||||||||
Senior Secured Term Loans | Period beginning After May 15, 2020 | |||||||||
Debt | |||||||||
Paid In Kind Interest Rate | 1 | ||||||||
Series C Redeemable Convertible Preferred Stock | |||||||||
Debt | |||||||||
Loss on extinguishment of debt | 2,532,000 | ||||||||
Amount outstanding | $ 37,000 | ||||||||
Debt Instrument, Final Payment Fees | $ 1,000,000 | ||||||||
Warrants grant date fair value | $ 300,000 | ||||||||
Prime rate | Senior Secured Term Loans | |||||||||
Debt | |||||||||
Reduction in interest rate | 5 | ||||||||
Base rate | Senior Secured Term Loans | |||||||||
Debt | |||||||||
Reduction in interest rate | 4 | ||||||||
Three-month LIBOR | Senior Secured Term Loans | |||||||||
Debt | |||||||||
Warrants term | 3 months | ||||||||
Warrant exercise price (percentage) | 2.5 |
Debt - Runway Growth Credit F_2
Debt - Runway Growth Credit Fund (Details) - USD ($) | Dec. 23, 2020 | Jul. 23, 2020 | Dec. 19, 2019 | Jan. 31, 2021 | Jul. 31, 2020 | May 31, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||||||||||
Amount borrowed | $ 3,000,000 | ||||||||||
Proceeds from Issuance of Debt | $ 3,000,000 | $ 1,940,000 | $ 66,190,000 | $ 31,300,000 | |||||||
Long-term Debt | $ 47,983,000 | 47,983,000 | 49,461,000 | $ 50,104,000 | |||||||
Variable interest rate | 1.00% | ||||||||||
Senior Secured Term Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount borrowed | $ 47,000,000 | ||||||||||
Long-term Debt | 37,645 | $ 37,500 | 40,000,000 | ||||||||
Interest expenses | 749,000 | ||||||||||
Repayment of loan | 37,500,000 | $ 2,500 | |||||||||
Debt Instrument, Final Payment Fees | $ 500,000 | ||||||||||
Senior Secured Term Loans | Three-month LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants term | 3 months | ||||||||||
Senior Secured Term Loans | Runway Growth Credit Fund, Inc. [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount borrowed | 40,000,000 | ||||||||||
Loan and Security Agreement , Runway Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from Issuance of Debt | $ 7,000,000 | ||||||||||
Long-term Debt | $ 39,049,000 | $ 39,049,000 | |||||||||
Interest expenses | $ 17,000 | ||||||||||
Repayment of loan | 7,057,000 | ||||||||||
Basis spread on interest rate | 8.00% | 9.05% | 8.50% | ||||||||
Paid in kind interest rate | 2 | 2 | |||||||||
Calculated interest rate | 11.05% | 11.05% | 11.05% | 8.55% | |||||||
Final payment fee | $ 391,000 | ||||||||||
Loan default | 5.00% | 5.00% | |||||||||
Debt Instrument, Final Payment Fees | $ 1,750,000 | $ 1,645,000 | |||||||||
Final payment fee | 3.50% | 3.50% | |||||||||
Financial covenants, Minimum cash level | $ 3,000,000 | $ 3,000,000 | |||||||||
Financial covenants, Minimum revenue | $ 15,356,000 | $ 15,356,000 | |||||||||
Financial covenants, projected revenue percentage | 70.00% | 80.00% | |||||||||
Warrants grant date fair value | $ 1,216,000 | $ 1,216,000 | |||||||||
Paid In Kind Interest Rate | 2 | 2 | |||||||||
Loan and Security Agreement , Runway Loan [Member] | Loans Repaid Prior To First Anniversary [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment fees percentage | 2.00% | 2.00% | |||||||||
Loan and Security Agreement , Runway Loan [Member] | Loans Repaid Prior to Second Anniversary [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment fees percentage | 1.50% | 1.50% | |||||||||
Loan and Security Agreement , Runway Loan [Member] | Loans Repaid Prior to Third Anniversary [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment fees percentage | 1.00% | 1.00% | |||||||||
Loan and Security Agreement , Runway Loan [Member] | Loans Repaid Prior to Fourth Anniversary [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment fees percentage | 0.50% | 0.50% | |||||||||
Loan and Security Agreement , Runway Loan [Member] | Three-month LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate | 0.55% | 0.55% |
Debt - Pre 2019 convertible not
Debt - Pre 2019 convertible notes (Details) $ / shares in Units, $ in Thousands | Dec. 28, 2020USD ($)shares | Dec. 23, 2020USD ($) | Dec. 19, 2019USD ($)shares | Jan. 13, 2019USD ($)D$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares | Mar. 31, 2021USD ($) | Feb. 28, 2020USD ($)NotesSeries | Dec. 31, 2018USD ($) | Jul. 20, 2018USD ($)NotesSeries |
Debt Instrument [Line Items] | |||||||||||
Amount borrowed | $ 3,000 | ||||||||||
Interest rate (stated) | 3.00% | ||||||||||
Warrants issued on conversion | shares | 403,101 | ||||||||||
Debt issuance costs | $ 29 | $ 746 | |||||||||
Amount outstanding | 47,983 | 49,461 | $ 50,104 | ||||||||
Loss on extinguishment of debt | $ (247) | 5,748 | (483) | ||||||||
Original debt amount | 1,436 | $ 34,105 | |||||||||
Series B Redeemable Convertible Preferred Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants issued on conversion | shares | 70,408 | ||||||||||
Pre-2019 Convertible Promissory Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount borrowed | $ 7,324 | $ 1,400 | $ 16,600 | $ 1,689 | |||||||
Interest rate (stated) | 4.50% | 3.50% | |||||||||
Shares issued on conversion | shares | 198,750 | 1,173,473 | |||||||||
Warrants issued on conversion | shares | 73,538 | 70,408 | |||||||||
Shares issuable on conversion | shares | 537,024 | ||||||||||
Conversion price (per unit) | $ / shares | $ 14.79 | ||||||||||
Shares /Warrants per unit | 0.06 | ||||||||||
Number of promissory notes assumed | NotesSeries | 1 | 2 | |||||||||
Debt issuance costs | $ 356 | ||||||||||
Default amount reclassified | $ 7,288 | ||||||||||
Unpaid interest | $ 48 | ||||||||||
Loss on extinguishment of debt | $ 247 | 285 | |||||||||
Interest amount | 289 | ||||||||||
Original debt amount | $ 1,153 | ||||||||||
Maturity days threshold for notes if not converted | D | 10 | ||||||||||
Maturity period threshold for notes if not converted | 3 years | ||||||||||
Pre-2019 Convertible Promissory Notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (stated) | 10.00% | ||||||||||
Pre-2019 Convertible Promissory Notes | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (stated) | 8.00% | ||||||||||
2018 Convertible Promissory Notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (stated) | 10.00% | ||||||||||
Merger Agreement | Pre-2019 Convertible Promissory Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount outstanding | 7,317 | ||||||||||
Unpaid interest | $ 516 |
Debt - 2019 Convertible Promiss
Debt - 2019 Convertible Promissory Notes (Details) - USD ($) $ in Thousands | Dec. 23, 2020 | Dec. 23, 2019 | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 19, 2019 |
Debt | |||||||
Amount borrowed | $ 3,000 | ||||||
Interest rate (stated) | 3.00% | ||||||
Original debt amount | $ 1,436 | $ 34,105 | |||||
2019 Convertible Promissory Notes | |||||||
Debt | |||||||
Amount borrowed | $ 21,600 | ||||||
Interest rate (stated) | 10.00% | ||||||
PIK Interest | |||||||
Debt | |||||||
Interest rate (stated) | 10.00% | ||||||
FVO notes | |||||||
Debt | |||||||
Amount borrowed | 5,500 | $ 3,000 | |||||
Fair value | $ 0 | ||||||
Percentage of outstanding principal and unpaid interest amount payment upon maturity | 200.00% | ||||||
Unpaid interest | $ 5,974 | ||||||
Debt repayment term | 1 year | ||||||
Series C Redeemable Convertible Preferred Stock | |||||||
Debt | |||||||
Fair value | $ 4,233 | ||||||
Unpaid interest | $ 1,000 | ||||||
Series C Redeemable Convertible Preferred Stock | 2019 Convertible Promissory Notes | |||||||
Debt | |||||||
Original debt amount | $ 16,100 | ||||||
Series C Redeemable Convertible Preferred Stock | PIK Interest | |||||||
Debt | |||||||
Original debt amount | $ 971 |
Debt - Promissory Notes (Deta_2
Debt - Promissory Notes (Details) - USD ($) $ in Thousands | Jan. 12, 2021 | Dec. 23, 2020 | Jul. 23, 2020 | Dec. 19, 2019 | Mar. 14, 2017 | Dec. 31, 2020 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Nov. 01, 2018 |
Debt | ||||||||||||||
Amount borrowed | $ 3,000 | |||||||||||||
Interest rate (stated) | 3.00% | |||||||||||||
Current portion of long-term debt (includes $0 and $11,659 at fair value, respectively) | $ 4,746 | $ 4,746 | $ 20,461 | $ 7,480 | ||||||||||
Warrants issued on conversion | 403,101 | |||||||||||||
Interest rate on the event of default | 25.00% | |||||||||||||
Proceeds from debt issuance, net of fees | $ 3,000 | $ 1,940 | 66,190 | 31,300 | ||||||||||
Amount outstanding | 47,983 | 47,983 | 49,461 | 50,104 | ||||||||||
Loans assumed | $ 398 | |||||||||||||
Variable interest rate | 1.00% | |||||||||||||
Loss on extinguishment of debt | $ (247) | 5,748 | (483) | |||||||||||
Loan Proceeds Remain outstanding, Termination of Merger [Member] | ||||||||||||||
Debt | ||||||||||||||
Amount borrowed | $ 1,100 | |||||||||||||
Interest rate (stated) | 2.55% | |||||||||||||
Amount outstanding | $ 1,077 | 1,059 | ||||||||||||
Unpaid interest | 4 | |||||||||||||
Loan Proceeds Remain outstanding, Acceleration of Loan Due To Event of Default, Termination of Merger [Member] | ||||||||||||||
Debt | ||||||||||||||
Interest rate on the event of default | 6.00% | |||||||||||||
Proceeds from debt issuance, net of fees | $ 185 | |||||||||||||
Amount outstanding | 185 | 185 | ||||||||||||
Loss on extinguishment of debt | 0 | |||||||||||||
Unpaid interest | 75 | |||||||||||||
Paycheck Protection Program, Cares Act Loans [Member] | ||||||||||||||
Debt | ||||||||||||||
Interest rate (stated) | 1.00% | |||||||||||||
Proceeds from debt issuance, net of fees | $ 8,139 | |||||||||||||
Debt instrument term | 2 years | |||||||||||||
Amount outstanding | $ 8,139 | 8,139 | $ 8,317 | |||||||||||
Loans assumed | $ 2,026 | |||||||||||||
Variable interest rate | 1.00% | |||||||||||||
Twenty Twenty Promissory Notes [Member] | ||||||||||||||
Debt | ||||||||||||||
Variable interest rate | 12.00% | |||||||||||||
Repayments of debt | 10,000 | |||||||||||||
Repayment of loan | 12,063 | |||||||||||||
Adjustments to additional | 564 | |||||||||||||
Convertible debt with conversion feature | 5,772 | |||||||||||||
Loss on extinguishment of debt | 5,047 | |||||||||||||
Unpaid interest | 2,000 | |||||||||||||
Interest amount | 63 | |||||||||||||
Loan Agreement With Cantor Fitzgerald Securities [Member] | ||||||||||||||
Debt | ||||||||||||||
Proceeds from debt issuance, net of fees | $ 5,000 | $ 10,000 | ||||||||||||
Restricted cash | $ 5,000 | |||||||||||||
Series C Redeemable Convertible Preferred Stock | ||||||||||||||
Debt | ||||||||||||||
Warrants grant date fair value | $ 300 | 300 | ||||||||||||
Amount outstanding | $ 37 | |||||||||||||
Repayments of debt | 3,381 | |||||||||||||
Repayment of loan | 4,424 | |||||||||||||
Loss on extinguishment of debt | $ 2,532 | |||||||||||||
Unpaid interest | 1,000 | |||||||||||||
Interest amount | $ 43 | |||||||||||||
Series C Redeemable Convertible Preferred Stock | Twenty Twenty Promissory Notes [Member] | ||||||||||||||
Debt | ||||||||||||||
Amount borrowed | $ 1,000 | |||||||||||||
Warrants issued on conversion | 51,502 | |||||||||||||
Debt instrument term | 1 year |
Debt - Future receivables agr_2
Debt - Future receivables agreement (Details) $ in Thousands | Dec. 31, 2020USD ($) | Feb. 11, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 02, 2020 | Nov. 02, 2020USD ($)installment | Dec. 31, 2019USD ($) | Dec. 19, 2019USD ($) |
Debt Instrument [Line Items] | |||||||
Amount borrowed | $ 3,000 | ||||||
Long-term Debt | $ 47,983 | $ 50,104 | $ 49,461 | ||||
Interest rate (stated) | 3.00% | ||||||
Future Receivables Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount borrowed | $ 2,000 | ||||||
Percentage of receivable agreed to be sold | 10.00% | ||||||
Repayments Of Debt, Principal Amount | $ 2,000 | ||||||
Repayments Of Debt, Interest Amount | 700 | ||||||
Long-term Debt | 0 | ||||||
Moving Services Company [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments Of Debt, Principal Amount | 150 | 150 | |||||
Long-term Debt | $ 617 | $ 483 | |||||
Interest rate (stated) | 0.38% | ||||||
Debt Instrument, Annual Principal Payment | $ 750 | ||||||
Debt Instrument, Annual Principal Payment, Number of Installments | installment | 5 | ||||||
Minimum | Future Receivables Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accounts Receivable Agreed To Be Sold | 2,300 | ||||||
Maximum | Future Receivables Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accounts Receivable Agreed To Be Sold | $ 2,700 |
Equity and Warrants - Common _2
Equity and Warrants - Common Stock (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity and Warrants | |||
Shares authorized | 410,000,000 | 410,000,000 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 52,575,160 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Equity and Warrants - Common _3
Equity and Warrants - Common Shares Outstanding and Common Stock Equivalents (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Issued and outstanding common shares | 87,355,733 | 75,519,151 | ||
Earnout common shares | 4,099,999 | 6,150,000 | ||
Total common shares issued and outstanding | 91,455,732 | 81,669,151 | 21,562,100 | 34,197,822 |
Common shares reserved for future issuance: | ||||
Common stock options outstanding | 6,414,611 | 7,428,682 | ||
Common stock outstanding and reserved for future issuance | 116,179,876 | 116,128,488 | ||
Restricted stock | ||||
Common shares reserved for future issuance: | ||||
Common stock outstanding and reserved for future issuance | 166,762 | |||
Restricted stock units | ||||
Common shares reserved for future issuance: | ||||
Common stock outstanding and reserved for future issuance | 1,282,327 | 2,415,140 | ||
2020 Equity Plan | ||||
Common shares reserved for future issuance: | ||||
Common stock outstanding and reserved for future issuance | 11,005,115 | 11,137,824 | ||
Employee awards | ||||
Common shares reserved for future issuance: | ||||
Common stock options outstanding | 6,414,611 | |||
Public Warrants | ||||
Common shares reserved for future issuance: | ||||
Common stock outstanding and reserved for future issuance | 537,377 | 8,625,000 | ||
Private Warrants | ||||
Common shares reserved for future issuance: | ||||
Common stock outstanding and reserved for future issuance | 5,700,000 | 5,700,000 |
Equity and Warrants - Warrant_2
Equity and Warrants - Warrants (Details) | Dec. 23, 2020D$ / sharesshares | Mar. 31, 2020shares | Dec. 31, 2020shares | Mar. 31, 2021$ / shares |
Class of Stock [Line Items] | ||||
Minimum share price of common stock | $ / shares | $ 18 | |||
Share price length of trading day period | D | 30 | |||
Merger Agreement | ||||
Class of Stock [Line Items] | ||||
Stock called by warrants | 14,325,000 | 14,325,000 | ||
Single share price | $ / shares | $ 1 | |||
Share Price | $ / shares | $ 11.50 | |||
Number of days for determining share price commencement | 30 days | |||
Expiring period after merger for determining share price | 5 years | |||
Redemption price per share | $ / shares | $ 0.01 | |||
Minimum number of notice days | D | 30 | |||
Share price number of trading day period | D | 20 | |||
Share price length of trading day period | D | 30 | |||
Public Warrants | ||||
Class of Stock [Line Items] | ||||
Share Price | $ / shares | $ 11.50 | |||
Public Warrants | Merger Agreement | ||||
Class of Stock [Line Items] | ||||
Stock called by warrants | 8,625,000 | |||
Private Warrants | Merger Agreement | ||||
Class of Stock [Line Items] | ||||
Stock called by warrants | 5,700,000 | 5,700,000 | ||
Common stock warrants | ||||
Class of Stock [Line Items] | ||||
Conversion of common stock (In shares) | 1,705,266 | |||
Common stock warrants | Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of common stock (In shares) | 1,705,266 | |||
Redeemable convertible preferred stock warrants | ||||
Class of Stock [Line Items] | ||||
Conversion of common stock (In shares) | 702,791 | |||
Redeemable Convertible Preferred Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of common stock (In shares) | 702,791 | |||
Series C Redeemable Convertible Preferred Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of common stock (In shares) | 423,088 | 198,750,000 |
Equity and Warrants - Warrant_3
Equity and Warrants - Warrants activity (Details) - $ / shares | Dec. 19, 2019 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Warrants to purchase | 403,101 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Beginning balance | 2,095,074 | |
Warrants granted | 73,538 | |
Warrants cancelled | 2,168,612 | |
Ending balance | ||
Beginning balance, Weighted- Average Exercise Price | $ 2.02 | |
Warrants granted, Weighted- Average Exercise Price | 1.77 | |
Warrants cancelled, Weighted- Average Exercise Price | $ 2.02 | |
Ending balance, Weighted- Average Exercise Price | ||
Redeemable Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Beginning balance | 965,157 | |
Warrants granted | 209,384 | |
Warrants cancelled | 1,174,541 | |
Ending balance | ||
Beginning balance, Weighted- Average Exercise Price | $ 4.39 | |
Warrants granted, Weighted- Average Exercise Price | 5.62 | |
Warrants cancelled, Weighted- Average Exercise Price | $ 4.60 | |
Ending balance, Weighted- Average Exercise Price |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of stock-based Compensation by Plan (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | |||||
Stock based compensation expense | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 | |
Secondary market transaction | |||||
Stock-Based Compensation | |||||
Stock based compensation expense | $ 1,616 | 1,933 | 1,616 | 33,232 | |
Employee awards | |||||
Stock-Based Compensation | |||||
Stock based compensation expense | $ 2,529 | $ 672 | $ 9,680 | $ 2,740 |
Stock-Based Compensation - Ad_2
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020USD ($)shares | Jul. 31, 2019USD ($)itemshares | May 31, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Stock-Based Compensation | |||||||
Purchase of common stock | 0.4697 | ||||||
Percentage of aggregate number of shares | 5.00% | 5.00% | |||||
Common stock options available for future grants | shares | 11,137,824 | 11,005,115 | 11,137,824 | ||||
Stock based compensation expense | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 | |||
Options outstanding | shares | 6,414,611 | 6,414,611 | 7,428,682 | ||||
Shares reserved for issuance | shares | 11,137,824 | 11,005,115 | 11,137,824 | ||||
Vesting percentage | 25.00% | 25.00% | |||||
Maximum | |||||||
Stock-Based Compensation | |||||||
Vesting period | 3 years | 3 years | |||||
Expiration period | 10 years | 10 years | |||||
Cancellation Period after termination of employment | 3 months | 3 months | |||||
General and administrative | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 12,435 | 223 | $ 4,145 | $ 34,739 | |||
Executives | Redeemable Convertible Preferred Stock | |||||||
Stock-Based Compensation | |||||||
Temporary equity, shares issued discount to fair value | item | 11 | ||||||
Secondary market transaction | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 1,616 | 1,933 | 1,616 | 33,232 | |||
Secondary market transaction | General and administrative | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 33,232 | 33,232 | |||||
Secondary market transaction | Redeemable Convertible Preferred Stock | |||||||
Stock-Based Compensation | |||||||
Temporary equity repurchased, shares | shares | 901,940 | 7,559,047 | |||||
Temporary equity repurchased, value | $ 4,023 | ||||||
Temporary equity repurchase price | $ / shares | $ 0.53 | ||||||
Temporary equity, shares issued discount to fair value | $ 2,553 | ||||||
Secondary market transaction | Employees | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | 927 | ||||||
Secondary market transaction | Former Employees | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 689 | ||||||
Employee awards | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 2,529 | $ 672 | $ 9,680 | $ 2,740 | |||
Options outstanding | shares | 6,414,611 | 6,414,611 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options Outstanding | ||
Number of Options Outstanding, Beginning balance | 7,428,682 | |
Number of Options Outstanding, granted | 2,202,417 | |
Number of Options Outstanding, exercised | (439,754) | |
Number of Options Outstanding, forfeited | (323,840) | |
Number of Options Outstanding, expired | (2,452,894) | |
Number of Options Outstanding, Ending balance | 6,414,611 | 7,428,682 |
Number of Options Outstanding, Exercisable ending balance | 3,472,595 | |
Weighted- Average Exercise Price | ||
Weighted Average Exercise Price, Beginning balance | $ 2.21 | |
Weighted- Average Exercise Price, Options granted | 4.23 | |
Weighted- Average Exercise Price, Options exercised | 2.02 | |
Weighted- Average Exercise Price, Options forfeited | 2.36 | |
Weighted- Average Exercise Price, Options expired | 2.41 | |
Weighted Average Exercise Price, Ending balance | 2.85 | $ 2.21 |
Weighted- Average Exercise Price, Exercisable ending balance | $ 2.30 | |
Weighted- Average Remaining Contractual Life (Years), Outstanding | 7 years 9 months 18 days | 7 years 3 months 18 days |
Weighted- Average Remaining Contractual Life (Years), Exercisable | 7 years | |
Aggregate Intrinsic Value, Outstanding | $ 73,260 | $ 277 |
Aggregate Intrinsic Value, Exercisable | $ 73,260 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs and Payroll Reduction Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for issuance | 11,137,824 | 11,005,115 | 11,137,824 | 11,137,824 | ||
Stock based compensation expense | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 | ||
Cost not recognized | $ 5,245 | $ 5,245 | $ 5,245 | |||
Restricted stock units | ||||||
Number of Restricted Stock Awards | ||||||
Beginning Balance | 2,415,140 | |||||
Shares granted | 132,709 | 2,450,718 | ||||
Canceled | (35,578) | |||||
Ending Balance | 2,415,140 | 2,415,140 | 2,415,140 | |||
Weighted Average Fair Value | ||||||
Beginning balance | $ 3.64 | |||||
Granted | $ 3.69 | |||||
Canceled | 3.44 | |||||
Ending balance | $ 3.64 | $ 3.64 | $ 3.64 | |||
Employee awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 2,529 | $ 672 | $ 9,680 | $ 2,740 | ||
Employee awards | Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reduced cash payroll costs | $ 3,979 | |||||
Shares reserved for issuance | 2,356,045 | 2,356,045 | 2,356,045 | |||
Shares issued | 2,356,045 | |||||
Stock based compensation expense | $ 6,506 | 1,105 | $ 6,506 | |||
Cost not recognized | $ 1,605 | $ 500 | $ 1,605 | $ 1,605 |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes Option Pricing Model Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | ||
Weighted-average grant date fair value of options granted | $ 2.26 | $ 0.85 |
Fair value of stock options vested | $ 1,785 | $ 1,779 |
Unrecognized compensation cost | $ 5,245 | |
Weighted-average period of unrecognized compensation cost to be recognized | 7 months 6 days | |
Minimum | ||
Stock-Based Compensation | ||
Risk-free interest rate | 0.30% | 1.60% |
Expected term (years) | 5 years | 3 years |
Volatility | 59.00% | 46.00% |
Maximum | ||
Stock-Based Compensation | ||
Risk-free interest rate | 0.60% | 1.90% |
Expected term (years) | 6 years | 6 years |
Volatility | 60.00% | 51.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summarizes The Activity of Restricted Stock Awards (Details) - Restricted stock | 12 Months Ended |
Dec. 31, 2020shares | |
Number of Restricted Stock Awards | |
Beginning Balance | 472,141 |
Shares vested | (305,379) |
Ending Balance | 166,762 |
Stock-Based Compensation - Em_2
Stock-Based Compensation - Employee Earnout RSUs and CEO Earnout RSUs (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2020trancheD$ / sharesshares | Jul. 30, 2020shares | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | 25.00% | ||||
Stock based compensation expense | $ | $ 16,835 | $ 672 | $ 11,296 | $ 35,972 | ||
CEO | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued | shares | 1,000,000 | |||||
CEO | Employee earnout restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued | shares | 1,000,000 | |||||
Vesting percentage | 33.33% | |||||
Number of tranches | tranche | 1 | |||||
Threshold trading days | D | 20 | |||||
Threshold consecutive trading days | D | 30 | |||||
Threshold period | 36 months | |||||
Vesting period | 1 year | |||||
Average grant date fair value | $ 12.08 | |||||
Stock based compensation expense | $ | 322 | |||||
CEO | Employee earnout restricted stock | Common stock is greater than or equal to $18.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | 18 | |||||
CEO | Employee earnout restricted stock | Common stock is greater than or equal to $20.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | 20 | |||||
CEO | Employee earnout restricted stock | Common stock is greater than or equal to $22.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | $ 22 | |||||
Employee awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ | $ 2,529 | $ 672 | 9,680 | $ 2,740 | ||
Employee awards | Employees | Employee earnout restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued | shares | 1,003,317 | |||||
Vesting percentage | 33.33% | |||||
Number of tranches | tranche | 3 | |||||
Threshold trading days | D | 20 | |||||
Threshold consecutive trading days | D | 30 | |||||
Threshold period | 36 months | |||||
Vesting period | 1 year | |||||
Average grant date fair value | $ 12.08 | $ 16.78 | ||||
Stock based compensation expense | $ | $ 6,153 | $ 314 | ||||
Employee awards | Employees | Employee earnout restricted stock | As Filed | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued | shares | 976,331 | |||||
Employee awards | Employees | Employee earnout restricted stock | Common stock is greater than or equal to $18.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 33.33% | |||||
Threshold closing price of common stock | $ 18 | |||||
Employee awards | Employees | Employee earnout restricted stock | Common stock is greater than or equal to $20.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | 20 | |||||
Employee awards | Employees | Employee earnout restricted stock | Common stock is greater than or equal to $22.00 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Threshold closing price of common stock | $ 22 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of the income tax (benefit) provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||
State | $ 71 | $ 67 | ||
Total current | 71 | 67 | ||
Deferred | ||||
Federal | (1,433) | 21 | ||
State | (327) | 8 | ||
Total deferred | (1,760) | 29 | ||
Total provision (benefit) for income taxes | $ (350) | $ 21 | $ (1,689) | $ 96 |
Income Taxes - Significant defe
Income Taxes - Significant deferred tax assets and deferred tax liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Accrued expenses | $ 1,114 | $ 1,124 |
Stock compensation | 2,469 | 1,219 |
Deferred revenue | 2,036 | 2,066 |
Property and equipment | 229 | 176 |
Intangibles | 452 | 826 |
Goodwill | 1,444 | 1,391 |
Other | 8 | 8 |
Net operating losses | 50,119 | 40,815 |
Disallowed interest | 6,385 | 2,159 |
Valuation allowance | (63,317) | (48,499) |
Total deferred tax assets | 939 | 1,285 |
Deferred tax liabilities | ||
Internally developed software | (943) | (1,319) |
Total deferred tax liabilities | (943) | (1,319) |
Net deferred tax assets (liabilities) | $ (4) | $ (34) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income tax (Benefit) provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of the income tax (Benefit) provision | ||||
Tax computed at federal statutory rate | $ (11,702) | $ (21,677) | ||
State tax, net of federal tax benefit | (2,097) | (1,475) | ||
Other | 803 | 515 | ||
Loss on disposition | 1,049 | |||
Compensation | (972) | 6,507 | ||
Debt transactions | (824) | 2,145 | ||
Enacted tax rate changes | (159) | (119) | ||
Return to provision | (502) | (991) | ||
Valuation allowance | 13,764 | 14,142 | ||
Total provision (benefit) for income taxes | $ (350) | $ 21 | $ (1,689) | $ 96 |
Income Taxes - (Details)
Income Taxes - (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Increase in valuation allowance | $ 14,800,000 | |||
Deferred tax assets , Valuation allowance | $ 63,317,000 | $ 48,499,000 | ||
U.S. federal statutory tax rate | 21.00% | 21.00% | ||
Effective income tax rate | 0.53% | (0.11%) | 3.00% | 0.10% |
Unrecognized Tax Benefits | $ 0 | $ 0 | ||
Domestic Tax Authority [Member] | ||||
Net operating loss carryforwards | 209,500,000 | 173,500,000 | ||
Net operating loss carry forwards without expiry | 106,700,000 | |||
State and Local Jurisdiction [Member] | ||||
Net operating loss carryforwards | 99,000,000 | $ 68,600,000 | ||
Net operating loss carry forwards without expiry | $ 15,300,000 |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
401(k) Savings Plan | |
Contributions made | $ 0 |
Business Combinations and Dis_3
Business Combinations and Disposals - Acquisitions (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jul. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Common stock options available for future grants | 11,137,824 | 11,005,115 | 11,137,824 | |||
Business Combination, Consideration Transferred [Abstract] | ||||||
Contingent consideration | $ 1,596 | |||||
Intangible assets: | ||||||
Goodwill | $ 28,289 | $ 50,120 | $ 28,289 | $ 18,274 | $ 21,305 | |
Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Useful Life (in years) | 9 years | 5 years | ||||
Acquired technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Useful Life (in years) | 4 years | 9 years | ||||
Trademarks and tradenames | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Useful Life (in years) | 14 years | 13 years | ||||
Non-competition agreements | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Useful Life (in years) | 2 years | 2 years | ||||
Total Acquisition | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Cash | $ 24,169 | $ 8,328 | ||||
Issuance of common stock | 1,169 | 6,859 | ||||
Deferred acquisition consideration | 80 | |||||
Notes payable | 607 | |||||
Contingent consideration | 1,749 | 1,749 | ||||
Total purchase consideration: | 27,075 | 17,623 | ||||
Assets: | ||||||
Cash and cash equivalents | 537 | 1,287 | 537 | |||
Current assets | 773 | 773 | ||||
Property and equipment | 258 | 996 | 258 | |||
Intangible assets: | ||||||
Goodwill | 10,176 | 21,831 | 10,176 | |||
Total assets acquired | 21,089 | 37,571 | 21,089 | |||
Current liabilities | (1,733) | (8,089) | (1,733) | |||
Deferred tax liabilities, net | (1,733) | (381) | (1,733) | |||
Net assets acquired | 17,623 | 17,623 | ||||
Total Acquisition | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets | 3,140 | 2,350 | 3,140 | |||
Total Acquisition | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets | 4,470 | 4,125 | 4,470 | |||
Total Acquisition | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets | 1,510 | 1,575 | 1,510 | |||
Total Acquisition | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets | 225 | 55 | 225 | |||
July 23, 2020 Acquisition | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Cash | $ 2,000 | |||||
Issuance of common stock | 1,790 | |||||
Total purchase consideration: | 3,790 | |||||
Assets: | ||||||
Cash and cash equivalents | 382 | |||||
Current assets | 554 | |||||
Property and equipment | 212 | |||||
Intangible assets: | ||||||
Goodwill | 1,576 | |||||
Total assets acquired | 4,674 | |||||
Current liabilities | (884) | |||||
Net assets acquired | 3,790 | |||||
July 23, 2020 Acquisition | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets | 740 | |||||
July 23, 2020 Acquisition | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets | 470 | |||||
July 23, 2020 Acquisition | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets | 670 | |||||
July 23, 2020 Acquisition | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets | $ 70 | |||||
December 31, 2020 Acquisition | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Cash | 6,003 | |||||
Issuance of common stock | 4,711 | |||||
Contingent consideration | 1,749 | 1,749 | ||||
Total purchase consideration: | 12,463 | |||||
Assets: | ||||||
Cash and cash equivalents | 119 | 119 | ||||
Current assets | 212 | 212 | ||||
Property and equipment | 44 | 44 | ||||
Intangible assets: | ||||||
Goodwill | 7,242 | 7,242 | ||||
Total assets acquired | 14,472 | 14,472 | ||||
Current liabilities | (322) | (322) | ||||
Deferred tax liabilities, net | (1,687) | (1,687) | ||||
Net assets acquired | 12,463 | 12,463 | ||||
December 31, 2020 Acquisition | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets | 2,400 | 2,400 | ||||
December 31, 2020 Acquisition | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets | 3,700 | 3,700 | ||||
December 31, 2020 Acquisition | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets | 600 | 600 | ||||
December 31, 2020 Acquisition | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets | 155 | 155 | ||||
Other Acquisitions | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||
Cash | 4,000 | 325 | ||||
Issuance of common stock | 1,169 | 358 | ||||
Deferred acquisition consideration | 80 | |||||
Notes payable | 607 | |||||
Total purchase consideration: | 5,496 | 1,370 | ||||
Assets: | ||||||
Cash and cash equivalents | 36 | 252 | 36 | |||
Current assets | 7 | 7 | ||||
Property and equipment | 2 | 2 | ||||
Intangible assets: | ||||||
Goodwill | 1,358 | 3,569 | 1,358 | |||
Total assets acquired | 1,943 | 5,899 | 1,943 | |||
Current liabilities | (527) | (22) | (527) | |||
Deferred tax liabilities, net | (46) | (381) | (46) | |||
Net assets acquired | 1,370 | 1,370 | ||||
Other Acquisitions | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets | 700 | |||||
Other Acquisitions | Acquired technology | ||||||
Intangible assets: | ||||||
Intangible assets | 300 | 600 | 300 | |||
Other Acquisitions | Trademarks and tradenames | ||||||
Intangible assets: | ||||||
Intangible assets | $ 240 | 350 | $ 240 | |||
Other Acquisitions | Non-competition agreements | ||||||
Intangible assets: | ||||||
Intangible assets | $ 15 |
Business Combinations and Dis_4
Business Combinations and Disposals - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Jul. 30, 2020 | Jul. 23, 2020 | May 29, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 28,289 | $ 50,120 | $ 28,289 | $ 18,274 | $ 21,305 | ||||
Acquisition related costs | $ 3,800 | ||||||||
Serviz.com, Inc. ("Serviz") Acquisition | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage amount | $ 5,000 | ||||||||
Fair Value | 2,724 | ||||||||
Net Assets | $ 1,282 | ||||||||
Gain on divestiture of businesses | 1,442 | ||||||||
Total Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate consideration paid | 27,075 | 17,623 | |||||||
Goodwill | $ 10,176 | 21,831 | $ 10,176 | ||||||
July 23, 2020 Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill to be deductible for income tax purposes | $ 1,576 | ||||||||
Aggregate consideration paid | 3,790 | ||||||||
Goodwill | $ 1,576 | ||||||||
December 31, 2020 Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares issued as a part of consideration | 300,000 | ||||||||
Share price | $ 20 | $ 20 | |||||||
Number of additional shares issued | 123,000 | ||||||||
Aggregate consideration paid | $ 12,463 | ||||||||
Goodwill | 7,242 | $ 7,242 | |||||||
Other Acquisitions | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill to be deductible for income tax purposes | $ 222 | ||||||||
Aggregate consideration paid | 5,496 | 1,370 | |||||||
Goodwill | $ 1,358 | 3,569 | $ 1,358 | ||||||
2019 Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares received on divestiture of business | 23,488 | 23,488 | |||||||
Aggregate consideration paid | 479 | ||||||||
Definite-lived intangible assets | 340 | ||||||||
Net liabilities | 830 | ||||||||
Goodwill | 969 | ||||||||
2019 Acquisition | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain on divestiture of businesses | 4,508 | ||||||||
General and administrative | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related costs | 401 | $ 247 | 123 | ||||||
General and administrative | Other Acquisitions | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related costs | $ 126 | ||||||||
General and administrative | 2019 Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related costs | $ 123 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of minimum commitments under noncancelable operating lease agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies. | ||
Rent expenses | $ 1,700 | $ 1,800 |
Lease Payments | ||
2021 | 1,333 | |
2022 | 821 | |
2023 | 315 | |
Total | $ 2,469 |
Commitments and Contingencies_3
Commitments and Contingencies - Non-cancelable purchase commitments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Purchase Commitments | |
2021 | $ 3,742 |
2022 | 3,514 |
2023 | 3,514 |
Total | $ 10,770 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | Dec. 19, 2019 | Jul. 31, 2020 | Jun. 30, 2019 | Mar. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||
Induced conversion of preferred stock | $ 17,284 | ||||||
Amount borrowed | $ 3,000 | ||||||
Warrants to purchase | 403,101 | ||||||
Series B Redeemable Convertible Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants to purchase | 70,408 | ||||||
Series B Redeemable Convertible Preferred Stock | Convertible Debt | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate original principal balance | $ 16,600 | ||||||
Accrued interest | $ 641 | ||||||
Debt conversion, converted instrument, shares issued | 1,173,473 | ||||||
Existing agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Acquisition deferral agreement | $ 931 | ||||||
Quarterly payment, deferred acquisition amount | $ 232 | ||||||
Amended agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Minimum monthly payment, deferred acquisition amount | $ 100 | ||||||
Merger Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Induced conversion of preferred stock | $ 17,284 | ||||||
CEO | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, purchases from related party | 2,873 | ||||||
CEO | Convertible Debt | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate original principal balance | $ 1,000 | ||||||
CEO | Merger Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Cash contribution by related party to other shareholders | $ 3,214 | ||||||
Number of shares contributed by related party to other shareholders | 950,000 | ||||||
Capital contribution from shareholder inducement to convert preferred stock to common stock | $ 17,284 | ||||||
Investor | Series B Redeemable Convertible Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Debt conversion, converted instrument, shares issued | 354,268 | ||||||
Warrants to purchase | 21,256,000 | ||||||
Immediate family member of the companys CEO | |||||||
Related Party Transaction [Line Items] | |||||||
Debt conversion, converted instrument, shares issued | 21,256 | ||||||
Warrants to purchase | 2,042 | ||||||
Related party transaction, purchases from related party | $ 862 | ||||||
Due to related parties | $ 0 | $ 2,693 | |||||
Stock and warrants issued during Period, value, preferred stock and warrants | $ 500 |
Basic and Diluted Net Loss Pe_7
Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||
Net loss (as restated) | $ (65,101) | $ (18,367) | $ (54,032) | $ (103,319) |
Induced conversion of preferred stock | (17,284) | |||
Net loss attributable to common stockholders | (71,316) | (103,319) | ||
Add: gain on warrant fair value | (2,427) | |||
Adjusted net loss for diluted loss per share | $ (73,743) | $ (103,319) | ||
Denominator: | ||||
Shares used in computing net loss attributable per share to common stockholders, basic and diluted | 85,331,575 | 34,965,300 | ||
Basic | 85,331,575 | 34,965,300 | 36,344,234 | 31,170,351 |
Diluted | 85,331,575 | 34,965,300 | 36,374,215 | 31,170,351 |
Net loss attributable per share to common stockholders: | ||||
Basic and diluted | $ (0.76) | $ (0.53) | ||
Basic | (0.76) | (0.53) | $ (1.96) | $ (3.31) |
Diluted | $ (0.76) | $ (0.53) | $ (2.03) | $ (3.31) |
Basic and Diluted Net Loss Pe_8
Basic and Diluted Net Loss Per Share - Computation of diluted net loss per antidilutive (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 6,199,325 | 6,918,406 | 6,414,611 | 7,428,682 |
Restricted stock units and awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,282,327 | 96,550 | 2,581,902 | 495,633 |
Legacy Porch warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,134,068 | 3,060,530 | ||
Public and private warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 6,237,377 | |||
Public Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,625,000 | |||
Earnout shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,099,999 | 6,150,000 | ||
Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,034,760 | 1,734,264 |
Subsequent Events (Details)_2
Subsequent Events (Details) | Apr. 05, 2021USD ($)D$ / sharesshares | Jan. 13, 2021USD ($)D$ / sharesshares | Jan. 12, 2021USD ($)shares | Dec. 23, 2020$ / sharesshares | Apr. 30, 2021USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2021USD ($) | Dec. 31, 2020shares |
Subsequent Event [Line Items] | |||||||||
Contingent consideration | $ 1,596,000 | $ 1,596,000 | |||||||
Shares reserved for issuance | shares | 11,005,115 | 11,005,115 | 11,137,824 | ||||||
Proceeds from exercises of warrants | $ 89,771,000 | ||||||||
Merger Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Share Price | $ / shares | $ 11.50 | ||||||||
Merger Agreement | Private Warrants | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise | shares | 5,700,000 | ||||||||
Subsequent Events | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate amount | $ 10,000,000 | ||||||||
Subsequent Events | Employee awards | Employee earnout restricted stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares vested | shares | 1,716,666 | ||||||||
Subsequent Events | Merger Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise | shares | 7,846,757 | ||||||||
Share Price | $ / shares | $ 11.50 | $ 11.50 | |||||||
Proceeds from exercises of warrants | $ 9,000,000 | $ 90,200,000 | |||||||
Subsequent Events | Merger Agreement | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from exercises of warrants | $ 66,000,000 | ||||||||
Subsequent Events | DataMentors Holdings, LLC d/b/a V12 Data | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate consideration paid | $ 22,000,000 | ||||||||
Contingent consideration | $ 6,000,000 | ||||||||
Shares reserved for issuance | shares | 100,000 | ||||||||
Subsequent Events | DataMentors Holdings, LLC d/b/a V12 Data | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Contingent consideration | $ 6,000,000 | ||||||||
Subsequent Events | Homeowners of America Holding Corporation | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate consideration paid | $ 106,242,000 | $ 100,000 | |||||||
Shares reserved for issuance | shares | 100,000 | 100,000 | |||||||
Issuance of common stock | $ 22,773,000 | $ 25,000 | |||||||
Shares reserved for issuance amount | $ 510,000 | $ 510,000 | |||||||
Additional shares of common stock | shares | 500,000 | 500,000 | |||||||
Trading price | $ / shares | $ 22.50 | $ 22.50 | |||||||
Number of trading days | D | 20 | 20 | |||||||
Number of consecutive trading days | D | 30 | 30 | |||||||
Number of years for the additional shares issuable on the basis of trading price | 2 years | 2 years | |||||||
Subsequent Events | Hire a Helper, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Contingent consideration | $ 2,000,000 |