Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-39142 | ||
Entity Registrant Name | PORCH GROUP, INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-2587663 | ||
Entity Address, Address Line One | 2200 1st Avenue S | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Seattle | ||
Entity Address State Or Province | WA | ||
Entity Address, Postal Zip Code | 98134 | ||
City Area Code | 855 | ||
Local Phone Number | 767-2400 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | PRCH | ||
Security Exchange Name | NASDAQ | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,550 | ||
Entity Common Stock, Shares Outstanding | 98,135,339 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Seattle, Washington | ||
Entity Central Index Key | 0001784535 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 315,741 | $ 196,046 |
Accounts receivable, net | 28,767 | 4,268 |
Short-term investments | 9,251 | |
Reinsurance balance due | 228,416 | |
Prepaid expenses and other current assets | 14,338 | 4,080 |
Restricted cash | 8,551 | 11,407 |
Total current assets | 605,064 | 215,801 |
Property, equipment, and software, net | 6,666 | 4,593 |
Operating lease right-of-use assets | 4,504 | |
Goodwill | 225,654 | 28,289 |
Long-term investments | 58,324 | |
Intangible assets, net | 129,830 | 15,961 |
Restricted cash, non-current | 500 | |
Long-term insurance commissions receivable | 7,521 | 3,365 |
Other assets | 684 | 378 |
Total assets | 1,038,747 | 268,387 |
Current liabilities | ||
Accounts payable | 6,965 | 9,203 |
Accrued expenses and other current liabilities | 37,675 | 9,905 |
Deferred revenue | 201,085 | 5,208 |
Refundable customer deposit | 15,274 | 2,664 |
Current portion of long-term debt | 150 | 4,746 |
Losses and loss adjustment expense reserves | 61,949 | |
Other insurance liabilities, current | 40,024 | |
Total current liabilities | 363,122 | 31,726 |
Long-term debt | 414,585 | 43,237 |
Operating lease liabilities, non-current | 2,694 | |
Refundable customer deposit, non-current | 529 | |
Earnout liability, at fair value | 13,866 | 50,238 |
Private warrant liability, at fair value | 15,193 | 31,534 |
Other liabilities (includes $9,617 and $3,549 at fair value, respectively) | 12,242 | 3,798 |
Total liabilities | 821,702 | 161,062 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value: Authorized shares - 400,000,000 and 400,000,000, respectively Issued and outstanding shares - 97,961,597 and 81,669,151, respectively | 10 | 8 |
Additional paid-in capital | 641,406 | 424,823 |
Accumulated other comprehensive loss | (259) | |
Accumulated deficit | (424,112) | (317,506) |
Total stockholders' equity | 217,045 | 107,325 |
Total liabilities and stockholders' equity | $ 1,038,747 | $ 268,387 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
Other liabilities | $ 9,617 | $ 3,549 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 97,961,597 | 81,669,151 |
Common stock, shares outstanding | 97,961,597 | 81,669,151 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Operations | |||
Revenue | $ 192,433 | $ 72,299 | $ 77,595 |
Operating expenses(1): | |||
Cost of revenue | 58,725 | 17,562 | 21,500 |
Selling and marketing | 84,273 | 41,665 | 56,220 |
Product and technology | 47,005 | 28,546 | 30,992 |
General and administrative | 85,795 | 28,199 | 52,011 |
Gain on divestiture of businesses | (1,442) | 4,994 | |
Total operating expenses | 275,798 | 114,530 | 165,717 |
Operating loss | (83,365) | (42,231) | (88,122) |
Other income (expense): | |||
Interest expense | (5,757) | (14,734) | (7,134) |
Change in fair value of earnout liability | (18,519) | ||
Change in fair value of private warrant liability | (15,389) | 2,427 | |
Gain (loss) on extinguishment of debt | 5,110 | 5,748 | (483) |
Investment income and realized gains, net of investment expenses | 701 | ||
Other income (expense), net | 340 | (6,931) | (7,484) |
Total other income (expense) | (33,514) | (13,490) | (15,101) |
Loss before income taxes | (116,879) | (55,721) | (103,223) |
Income tax benefit (expense) | 10,273 | 1,689 | (96) |
Net loss | 106,606 | 54,032 | 103,319 |
Induced conversion of preferred stock | (17,284) | ||
Net loss attributable to common stockholders | $ (106,606) | $ (71,316) | $ (103,319) |
Net loss attributable per share to common stockholders: | |||
Loss per share - basic (in dollars per share) | $ (1.14) | $ (1.96) | $ (3.31) |
Loss per share diluted (in dollars per share) | $ (1.14) | $ (2.03) | $ (3.31) |
Weighted-average shares used in computing net loss attributable per share to common stockholders: | |||
Shares used in computing basic loss per share | 93,884,566 | 36,344,234 | 31,170,351 |
Shares used in computing diluted loss per share | 93,884,566 | 36,374,215 | 31,170,351 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock based compensation expense | $ 38,592 | $ 11,296 | $ 35,972 |
Cost of revenue. | |||
Stock based compensation expense | 1 | 2 | 9 |
Selling and marketing | |||
Stock based compensation expense | 5,584 | 1,901 | 477 |
Product and technology | |||
Stock based compensation expense | 7,223 | 5,248 | 747 |
General and administrative | |||
Stock based compensation expense | $ 25,784 | $ 4,145 | $ 34,739 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Consolidated Statements of Comprehensive Loss | |
Net loss | $ (106,606) |
Other comprehensive income (loss): | |
Current period change in net unrealized loss, net of tax | (259) |
Comprehensive loss | $ (106,865) |
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 | 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) | |||||||||||||||||||||
Net loss | (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 | ||||||||||||||||||||||
Vesting of restricted stock awards issued for acquisitions (in shares) | 516,539 | ||||||||||||||||||||||
Repurchase of redeemable convertible stock | (42) | (42) | |||||||||||||||||||||
Repurchase of redeemable convertible stock (in shares) | (23,488) | ||||||||||||||||||||||
Issuance of common stock for acquisitions | 479 | 479 | |||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 271,287 | ||||||||||||||||||||||
Issuance of common stock warrants | 168 | 168 | |||||||||||||||||||||
Exercise of stock options | 110 | 110 | |||||||||||||||||||||
Exercise of stock options (in shares) | 74,980 | ||||||||||||||||||||||
Adjustment to purchase price consideration | (290) | (290) | |||||||||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock warrants | 4 | 4 | |||||||||||||||||||||
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 | (54,032) | (54,032) | |||||||||||||||||||||
Net loss | (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 | 1,705,266 | ||||||||||||||||||||
Vesting of restricted stock awards issued for acquisitions (in shares) | 472,141 | ||||||||||||||||||||||
Repurchase of redeemable convertible stock | $ (480) | $ (480) | |||||||||||||||||||||
Repurchase of redeemable convertible stock (in shares) | (75,162) | ||||||||||||||||||||||
Issuance of common stock for acquisitions | 6,898 | 6,898 | |||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 785,330 | ||||||||||||||||||||||
Shareholder contribution | 17,584 | 17,584 | |||||||||||||||||||||
Issuance of common stock warrants | 44 | 44 | |||||||||||||||||||||
Exercise of stock options | 1,029 | 1,029 | |||||||||||||||||||||
Exercise of stock options (in shares) | 505,711 | ||||||||||||||||||||||
Net share settlement of common stock options and restricted stock units | 1,189,911 | ||||||||||||||||||||||
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 | |||||||||||||||||||||
Earnout liability | (50,238) | (50,238) | |||||||||||||||||||||
Earnout liability (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 | (106,606) | (106,606) | |||||||||||||||||||||
Other comprehensive income | $ (259) | ||||||||||||||||||||||
Net loss | (106,865) | ||||||||||||||||||||||
Stock-based compensation | 15,631 | 15,631 | |||||||||||||||||||||
Stock-based compensation - earnout | 22,961 | 22,961 | |||||||||||||||||||||
Conversion of convertible notes to Series C redeemable convertible preferred stock (in shares) | 1,705,266 | 702,791 | |||||||||||||||||||||
Issuance of common stock for acquisitions | $ 1 | 35,706 | 35,707 | ||||||||||||||||||||
Issuance of common stock for acquisitions (in shares) | 2,042,652 | ||||||||||||||||||||||
Contingent consideration for acquisitions | 6,685 | 6,685 | |||||||||||||||||||||
Reclassification of earnout liability upon vesting | 54,891 | 54,891 | |||||||||||||||||||||
Reclassification of private warrant liability upon exercise | 31,730 | 31,730 | |||||||||||||||||||||
Vesting of restricted stock units (in shares) | 2,549,223 | ||||||||||||||||||||||
Exercise of stock warrants | $ 1 | 126,768 | 126,769 | ||||||||||||||||||||
Exercise of stock warrants (in shares) | 11,521,412 | ||||||||||||||||||||||
Exercise of stock options | 4,326 | $ 4,326 | |||||||||||||||||||||
Exercise of stock options (in shares) | 1,700,557 | 1,700,557 | |||||||||||||||||||||
Income tax withholdings | (28,940) | $ (28,940) | |||||||||||||||||||||
Income tax withholdings (in shares) | (1,521,398) | ||||||||||||||||||||||
Transaction costs | (262) | (262) | |||||||||||||||||||||
Capped call transactions | (52,913) | (52,913) | |||||||||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 10 | $ 641,406 | $ (424,112) | $ (259) | $ 217,045 | ||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 97,961,597 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (106,606) | $ (54,032) | $ (103,319) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 16,386 | 6,644 | 7,377 |
Amortization of operating lease right-of-use assets | 1,861 | ||
Loss on sale and impairment of long-lived assets | 595 | 895 | 1,088 |
Loss (gain) on extinguishment of debt | (5,110) | (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 re measurement of private warrant liability | 15,389 | (2,427) | |
Loss (gain) on remeasurement of contingent consideration | (2,244) | 1,700 | (300) |
Loss on remeasurement of earnout liability | 18,519 | ||
Stock-based compensation | 38,592 | 11,296 | 35,972 |
Amortization of premium/accretion of discount, net | 369 | ||
Net realized losses on investments | 67 | ||
Interest expense (non-cash) | 2,387 | 7,488 | 2,369 |
Other | 1,055 | 580 | |
Other | (23) | ||
Change in operating assets and liabilities, net of acquisitions and divestitures | |||
Accounts receivable | (2,905) | 203 | (1,840) |
Reinsurance balance due | (15,343) | ||
Prepaid expenses and other current assets | (5,323) | (2,587) | 603 |
Accounts payable | (11,779) | 4,092 | 2,361 |
Accrued expenses and other current liabilities | (15,981) | (15,946) | 7,704 |
Losses and loss adjustment expense reserves | (22,417) | ||
Other insurance liabilities, current | 14,396 | ||
Deferred revenue | 53,556 | 2,206 | (803) |
Refundable customer deposits | (3,545) | (3,521) | 6,122 |
Long-term insurance commissions receivable | (4,156) | (3,365) | |
Operating lease liabilities, non-current | (2,141) | ||
Other | (399) | 2,419 | (975) |
Net cash used in operating activities | (34,777) | (48,669) | (29,335) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (972) | (279) | (478) |
Capitalized internal use software development costs | (3,719) | (2,601) | (4,096) |
Purchases of short-term and long-term investments | (24,006) | ||
Maturities, sales of short-term and long-term investments | 21,694 | ||
Acquisitions, net of cash acquired | (256,430) | (7,791) | 116 |
Divestiture of businesses net of cash disposed | (750) | ||
Net cash used in investing activities | (263,433) | (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 | (262) | (5,652) | |
Proceeds from debt issuance, net of fees | 413,537 | 66,190 | 31,300 |
Repayments of principal and related fees | (46,965) | (81,640) | (202) |
Proceeds from issuance of redeemable convertible preferred stock, net of fees | 4,714 | 3,274 | |
Capped call transactions | (52,913) | ||
Proceeds from exercises of warrants | 126,741 | ||
Proceeds from exercises of stock options and Legacy Porch warrants | 4,288 | 911 | 114 |
Income tax withholdings paid upon vesting of restricted stock units | (28,877) | ||
Repurchase of stock | (42) | ||
Net cash provided by financing activities | 415,549 | 259,614 | 34,486 |
Net change in cash, cash equivalents, and restricted cash | 117,339 | 200,274 | (57) |
Cash, cash equivalents, and restricted cash, beginning of period | 207,453 | 7,179 | 7,236 |
Cash, cash equivalents, and restricted cash end of period | 324,792 | 207,453 | 7,179 |
Supplemental disclosures | |||
Cash paid for interest | 2,662 | 9,103 | 3,466 |
Reduction of earnout liability due to a vesting event | 54,891 | ||
Non-cash consideration for acquisitions | $ 52,761 | 9,295 | 479 |
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 | ||
Debt discount for warrants issued (non-cash) | 1,215 | 3,700 | |
Cancelation of a convertible promissory note on divestiture of a business | 2,724 | ||
Conversion of debt to redeemable convertible preferred stock (non-cash) | 1,436 | $ 34,105 | |
Capital contribution from a shareholder - guarantee of debt | $ 300 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 over 24,000 home services companies. The Vertical Software Segment provides software and services to home services companies, such as home inspectors, mortgage companies and loan officers, title companies, moving companies, real estate agencies, utility companies, and others, and the Insurance Segment operates both as an insurance carrier underwriting home insurance policies, and as an agent selling home and auto insurance for over 20 major and regional insurance companies. The Insurance Segment also includes Porch’s warranty service offering. Porch helps home service providers grow their business and improve their customer experience. In addition, through these relationships Porch gains access to homebuyers and is able to offer services to make the moving process easier, helping consumers save time and make better decisions about critical services, including insurance, warranty, moving, security, TV/Internet, home repair and improvement. December 23, 2020 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. 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 restricted stock units 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 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 $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 COVID-19 Update The novel coronavirus disease 2019 (“COVID-19”) and the measures adopted by government entities in response to it have adversely affected Porch’s business operations beginning March of 2020. The impact of the COVID-19 pandemic and related government mitigation measures impaired Porch’s ability to conduct ordinary business activities during 2020, and there may continue to be some impairment for an indefinite period. 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 remain uncertain at this time. Porch expects the COVID-19 pandemic to continue to have an uncertain impact on future revenues and results of operations, but is unable to predict the size and duration of such impact. 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 Income (Loss) Comprehensive income (loss) consists of adjustments related to unrealized gains and losses on available-for-sale securities. Reclassifications Certain reclassifications to 2020 and 2019 balances were made to conform to the current period presentation in the consolidated statements of operations 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, estimated lifetime value of the commissions, current estimate for credit losses, depreciable lives for property and equipment, the valuation of and useful lives for acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation expense, unpaid losses for insurance claims and loss adjustment expenses, contingent consideration, earnout liabilities and private warrant liabilities, are evaluated by management. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. Concentration of Credit Risk Financial instruments which potentially subject the Company to credit risk consist principally of cash, money market accounts on deposit with financial institutions, money market funds, certificates of deposit and fixed-maturity securities, as well as receivable balance in the course of collection. The Company’s insurance carrier subsidiary has exposure and remains liable in the event of an insolvency of one of its primary reinsurers. Management and its reinsurance intermediary regularly assess the credit quality and ratings of its reinsurer base companies. Five reinsurers represented more than 10% individually, and 68% in aggregate, of the Company’s insurance subsidiary’s total reinsurance receivables as of December 31, 2021. Substantially all of the Company’s insurance-related revenues in the Insurance segment are derived from customers in Texas (which represent approximately 61% of such revenues in 2021), South Carolina, North Carolina, Georgia, Virginia and Arizona, which could be adversely affected by economic conditions, an increase in competition, or environmental impacts and changes. No individual customer represented more than 10% of the Company’s total revenue for the years ended December 31, 2021, 2020 or 2019. As of December 31, 2021 and 2020, no individual customer accounted for 10% or more of the Company’s total accounts receivable. As of December 31, 2021, the Company held approximately $262.4 million of cash with one U.S. commercial bank. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash equivalents as of December 31, 2021 includes $0.3 million held in certificates of deposits and money market mutual funds pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, $5.9 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in twenty five The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: December 31, 2021 December 31, 2020 Cash and cash equivalents $ 315,741 $ 196,046 Restricted cash and restricted cash equivalents - current 8,551 11,407 Restricted cash and restricted cash equivalents - non-current 500 — Cash, cash equivalents and restricted cash $ 324,792 $ 207,453 Investments The Company’s investments are primarily comprised of short-term certificates of deposit, U.S. Treasury, corporate and municipal bonds and notes, and mortgage-backed securities and are classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss) (“AOCI”). Investments are classified as current or non-current based upon the remaining maturity of the investment. Amortization of premium and accretion of discount are computed using the effective interest method. The amortization of discounts and premiums on mortgage-backed securities takes into consideration actual and future estimated principal prepayments. The Company utilizes estimated prepayment speed information obtained from published sources. The effects of the yield of a security from changes in principal prepayments are recognized prospectively. The degree to which a security is susceptible to yield adjustments is influenced by the difference between its carrying value and par, the relative sensitivity of the underlying mortgages backing the assets to prepayment in a changing interest rate environment, and the repayment priority for structured securities. The Company evaluates whether declines in the fair value of its investments below amortized cost are other-than-temporary. This evaluation includes the Company’s ability and intent to hold the security until an expected recovery occurs, the severity and duration of the unrealized loss, as well as all available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable forecasts, when developing estimates of cash flows expected to be collected. Realized gains and losses on sales of investments are determined using the specific-identification method. The following table presents investments pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors. December 31, 2021 Certificates of deposit $ 2,164 U.S. Treasury notes 1,276 $ 3,440 $1.3 million of pledged certificates of deposit are included in short-term investments, and $1.3 million of pledged U.S. Treasury notes and $0.9 million of pledged certificates of deposit are included in long-term investments, on the accompanying consolidated balance sheet as of December 31, 2021. 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, 2021 and 2020, was $0.4 million and $0.5 million, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. The Company records the amount of renewal insurance commissions expected to be collected in the next twelve months as current accounts receivable. Deferred Policy Acquisition Costs The Company capitalizes deferred policy acquisitions costs (“DAC”) which consist primarily of commissions, premium taxes and policy underwriting and production expenses that are directly related to the successful acquisition by the Company’s insurance subsidiary of new or renewal insurance contracts. DAC are amortized to expense on a straight-line basis over the terms of the policies to which they relate, which is generally one year. The amortization of DAC is included in sales and marketing expense in the consolidated statements of operations and comprehensive loss. DAC is also reduced by ceding commissions paid by reinsurance companies which represent recoveries of acquisition costs. DAC is periodically reviewed for recoverability and adjusted if necessary. Future investment income is considered in determining the recoverability of DAC. As of December 31, 2021, DAC of $4 million is included in prepaid expenses and other current assets. Changes in DAC for the period since the acquisition date of April 5, 2021 are as follows: 2021 Deferred policy acquisition costs balance at April 5 $ — Capitalized costs 51,795 Amortized costs (18,781) Deferred policy acquisition costs at December 31, 2021 (gross) 33,014 Ceded deferred policy acquisition costs (29,026) Deferred policy acquisition costs at December 31, 2021 (net) $ 3,988 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 statements 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, 2021, 2020 and 2019. Intangible assets consist of acquired customer relationships, technology, trademarks and trade names, renewal rights, insurance licenses, value of businesses acquired, and related assets that are amortized over their estimated useful lives. Certain intangible assets are considered to have indefinite lives. We test indefinite-lived intangible assets for impairment annually on the first day of our third quarter and whenever events or circumstances arise that indicate an impairment may exist. There were no impairment losses recorded during the years ended December 31, 2021, 2020 and 2019. 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 $0.6 million, $0.6 million and $1.1 million during 2021, 2020 and 2019, respectively, and are included in product and technology expense in the consolidated statements of operations. Losses and Loss Adjustment Expenses Reserves The liability for losses and loss adjustment expenses (“LAE”) is an estimate of the amounts required to cover known incurred losses and LAE, and is developed through the review and assessment of loss reports, along with the analysis of known claims. These reserves include management’s estimate of the amounts for losses incurred but not reported (“IBNR”), based on evaluation of overall loss reporting patterns as well as the loss development cycles of individual claim cases. Although management believes that the balance of these reserves is adequate, as such liabilities are necessarily dependent on estimates, the ultimate expense may be more or less than the amounts presented. The approach and methods for developing these estimates and for recording the resulting liability are continually reviewed. Any adjustments to this reserve are recognized in the consolidated statements of operations. Losses and LAE, less related reinsurance are charged to expense as incurred. Reinsurance In the normal course of business, the Company continually monitors its risk exposure and seeks to reduce the overall exposure to losses that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk with other insurance enterprises or reinsurers. The Company only engages quality, financially rated reinsurers and continually monitors the financial ratings of these companies through its brokers. The amount and type of reinsurance employed is based on management’s analysis of liquidity as well as its estimates of probable maximum loss and evaluation of the conditions within the reinsurance market. Reinsurance premiums, expense reimbursements, and reserves related to reinsured business are accounted for on a basis consistent with those used for the original policies issued and the terms of the reinsurance contracts. Premiums paid for reinsurance are recognized as reductions of revenue. Other Insurance Liabilities, Current The following table details the components of other insurance liabilities, current in the consolidated balance sheets: December 31, 2021 Ceded reinsurance premiums payable $ 22,523 Funds held under reinsurance treaty 2,206 Commissions payable, reinsurers and agents 10,697 General and accrued expenses payable 321 Advance premiums 4,277 Other insurance liabilities, current $ 40,024 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 prior to the third anniversary of the Merger. One The earnout shares are accounted for as a derivative financial instrument, which is classified as a liability and periodically measured at fair value, with changes in fair value recognized in the consolidated statements of operations. Note 4 denotes the beginning and ending balances of the earnout share liability, and activity recognized during the period. 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 1, 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 disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows: Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date; Level 2 Observable inputs, other than 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 Recognition The Company generates its Core Services Revenue from (1) fees received for connecting homeowners to individual contractors, small business service providers and large enterprise service providers, (2) commissions from third-party insurance and warranty carriers, and (3) insurance and warranty premiums, policy fees and other insurance-related fees generated through its own insurance carrier. The Company’s Managed Services Revenue is generated from fees received for providing select and limited services directly to homeowners. The Company’s Software and Service Subscription Revenue is generated from fees received for providing subscription access to the Company’s software platforms and subscription services across various industries. Effective January 1, 2019, the Company’s revenue recognition policy for non-insurance contracts follows guidance from ASC 606, Revenue from Contracts with Customers 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 and commissions from third-party insurance and warranty carriers ( Core Services Revenue Managed Services Revenue), Software Subscription Revenue 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. Core Services Revenue Core Services Revenue is generated by the Company connecting third-party service providers (“Service Providers”) with homeowners that meet pre-defined criteria and who may be looking for relevant services. Revenue generated from Service Providers is recognized at a point in time upon the connection of a homeowner 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 activated service, (fixed consideration) or a percentage of the revenue the Service Provider ultimately generates through the homeowner connection (variable consideration). When the transaction price is variable, the transaction price is constrained and limited to an amount the Company believes is not probable of significant reversal. 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 third-party insurance carriers. The transaction price for these arrangements is the estimated lifetime value (“LTV”) of the commissions to be paid by the third-party carrier for the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions expected. 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 for an insurance carrier, the Company has no additional or ongoing contractual obligation to the policyholder or insurance carrier. The Company estimates LTV each period 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. 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. If the identifies changes that it believes are indicative of an increase or decrease to prior period LTVs, the Company will update its estimates of variable consideration. There were no changes to the estimated variable consideration for the periods presented. Starting in April 2021, through the newly acquired Homeowners of America Holding Corporation and its subsidiaries (collectively, “ HOA”), the Company is authorized to write various forms of homeowners insurance. Insurance-related revenues included in Core Services Revenue primarily relate to premiums, policy fees, ceding commissions and reinsurance profit share. Premiums are recognized as revenue over the policy term. The portion of premiums related to the unexpired term of policies in force as of the end of the reporting period and to be earned over the remaining term of these policies, is deferred and reported as deferred revenue. Policy fees include application fees, which are intended to offset the costs incurred in establishing the insurance policy. Policy fees on policies where premium is traditionally paid in full upon inception of the policy are recognized when written. Excess ceding commissions represent the commissions from reinsurers in excess of the portion which represents the reimbursement of acquisition |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Revenue | 2. Revenue Disaggregation of Revenue Total revenues consisted of the following: 2021 2020 2019 Core services revenue $ 98,275 $ 53,048 $ 49,449 Managed services revenue 37,154 11,579 21,888 Software and service subscription revenue 57,004 7,672 6,258 Total revenue $ 192,433 $ 72,299 $ 77,595 Revenue from Divested Businesses There were no divestitures in 2021. Total revenue reported includes revenue from divested businesses of $4.3 million and $18.3 million 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 —Insurance Commissions Receivable A summary of the activity impacting the contract assets 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 Estimated lifetime value of insurance policies sold by carriers 8,089 Cash receipts (2,234) Balance at December 31, 2021 $ 9,384 As of December 31, 2021, $1.9 million 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 $7.5 million 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. In December 2021, the Company repaid the remainder of the Lead Buyer Agreement contract balance. In September 2021, in conjunction with the acquisition of AHP, the Company recorded $14.9 million in refundable customer deposits related to amounts received in advance of warranty services provided. The remaining $0.8 million related to other acquisitions. A summary of the activity impacting the contract liabilities is presented below: Contract Liabilities Balance at January 1, 2019 $ — 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 Additions to contract liabilities 3,403 Additions to contract liabilities – significant financing component interest 163 Contract liabilities transferred to revenue (6,250) Repayment of contract liability (887) Impact of acquisitions 15,652 Balance at December 31, 2021 $ 15,274 As of December 31, 2021, $15.3 million in contract liabilities are included in current refundable customer deposits on the consolidated balance sheets because the policy holder may cancel the policy at any time and receive a pro-rated refund. If the policies are not canceled, the balance is expected to be transferred to revenue over the term of the policies, which is on average 19 months. Deferred Revenue A summary of the activity impacting deferred revenue is presented below: Vertical Software Insurance Total Deferred Revenue Deferred Revenue Deferred Revenue Balance at January 1, 2019 $ 4,553 $ — $ 4,553 Adoption of ASC 606 (940) — (940) Revenue recognized (7,490) — (7,490) Additional amounts deferred 6,686 — 6,686 Impact of acquisitions 670 — 670 Impact of divestitures (146) — (146) Balance at December 31, 2019 3,333 — 3,333 Revenue recognized (4,923) — (4,923) Additional amounts deferred 6,602 — 6,602 Impact of acquisitions 196 — 196 Balance at December 31, 2020 5,208 — 5,208 Revenue recognized (1) (8,103) (230,616) (239,942) Additional amounts deferred 5,539 286,292 293,054 Impact of acquisitions 1,170 141,595 142,765 Balance at December 31, 2021 $ 3,814 $ 197,271 $ 201,085 (1) In the table above, revenue recognized on earned premiums related to our insurance segment are presented excluding the impact of ceded premiums. On the Statement of Operations earned premiums are presented net of ceded premiums of $199.4 million. Remaining Performance Obligations Contracts with customers include $3.8 million 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, 2021 and 2020. The Company has applied the practical expedients provided for in the accounting standards, and does not present unsatisfied performance obligations for (i) contracts with an original expected length of one year |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments | |
Investments | 3. Investments The following table provides the Company’s investment income, and realized gains on investments in 2021: Investment income, net of investment expenses $ 768 Realized gains on investments 62 Realized losses on investments (129) Investment income and realized gains, net of investment expenses $ 701 The following table provides the amortized cost, fair value and unrealized gains and (losses) of the Company’s investment securities: December 31, 2021 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasuries $ 5,452 $ 1 $ (36) $ 5,417 Obligations of states, municipalities and political subdivisions 8,913 21 (84) 8,850 Corporate bonds 31,491 89 (155) 31,425 Residential and commercial mortgage-backed securities 14,387 34 (139) 14,282 Other loan-backed and structured securities 7,637 5 (41) 7,601 Total debt securities $ 67,880 $ 150 $ (455) $ 67,575 The amortized cost and fair value of securities at December 31, 2021, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. December 31, 2021 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 8,043 $ 8,026 Due after one year through five years 21,055 20,906 Due after five years through ten years 14,959 14,939 Due after ten years 1,799 1,821 Residential and commercial mortgage-backed securities 14,387 14,282 Other loan-backed and structured securities 7,637 7,601 Total $ 67,880 $ 67,575 Other-than-temporary Impairment The Company regularly reviews its individual investment securities for other-than-temporarily impairment. The Company considers various factors in determining whether each individual security is other-than-temporarily impaired, including: - the financial condition and near-term prospects of the issuer, including any specific events that may affect its operations or earnings; - the length of time and the extent to which the market value of the security has been below its cost or amortized cost; - general market conditions and industry or sector specific factors; - nonpayment by the issuer of its contractually obligated interest and principal payments; and - the Company’s intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs. Securities with gross unrealized loss position at December 31, 2021, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows: Less Than Twelve Months Twelve Months or Greater Total Gross Gross Gross Unrealized Fair Unrealized Fair Unrealized Fair At December 31, 2021 Loss Value Loss Value Loss Value U.S. Treasuries $ (36) $ 5,007 $ — $ — $ (36) $ 5,007 Obligations of states, municipalities and political subdivisions (84) 4,292 — — (84) 4,292 Corporate bonds (155) 15,446 — — (155) 15,446 Residential and commercial mortgage-backed securities (139) 9,687 — — (139) 9,687 Other loan-backed and structured securities (41) 6,818 — — (41) 6,818 Total securities $ (455) $ 41,250 $ — $ — $ (455) $ 41,250 At December 31, 2021, there were 358 securities in an unrealized loss position. Of these securities, there were none that had been in an unrealized loss position for 12 months or longer. The Company believes there were no fundamental issues such as credit losses or other factors with respect to any of its available-for-sale securities. The unrealized losses on investments in fixed-maturity securities were caused primarily by interest rate changes. It is expected that the securities would not be settled at a price less than par value of the investments. Because the declines in fair value are attributable to changes in interest rates or market conditions and not credit quality, and because the Company has the ability and intent to hold its available-for-sale investments until a market price recovery or maturity, the Company does not consider any of its investments to be other-than-temporarily impaired at December 31, 2021. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value | |
Fair Value | 4. 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, 2021 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds $ 17,318 $ — $ — $ 17,318 Debt securities: U.S. Treasuries 5,417 — — 5,417 Obligations of states and municipalities — 8,850 — 8,850 Corporate bonds — 31,425 — 31,425 Residential and commercial mortgage-backed securities — 14,282 — 14,282 Other loan-backed and structured securities — 7,601 — 7,601 $ 22,735 $ 62,158 $ — $ 84,893 Liabilities Contingent consideration - business combinations $ — $ — $ 9,617 $ 9,617 Contingent consideration - earnout — — 13,866 13,866 Private warrant liability — — 15,193 15,193 $ — $ — $ 38,676 $ 38,676 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 Financial Assets Money market mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. As the funds are generally maintained at a net asset value which does not fluctuate, cost approximates fair value. These are included as a Level 1 measurement in the table above. The fair values for available-for-sale fixed-maturity securities are based upon prices provided by an independent pricing service. The Company has reviewed these prices for reasonableness and has not adjusted any prices received from the independent provider. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers Contingent Consideration – Business Combinations The Company estimated the fair value of the business combination contingent consideration that is triggered by EBITDA or revenue milestones, which related to certain 2021 acquisitions, using the Monte Carlo simulation method. The fair value of $0.3 million as of December 31, 2021, is based on the simulated revenue and net income (loss) of the Company over the maturity date of the contingent consideration. The Company estimated the fair value of the business combination contingent consideration that is triggered by stock price milestones, which related to certain 2020 and 2021 acquisitions, 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, 2021, the key inputs used in the determination of fair value of $9.3 million included the volume weighted average price of $16.37, strike price of $36.00, discount rate of 7% and volatility of 60%. As of December 31, 2020, the key inputs used in the determination of the fair value of $1.7 million included price of $14.27, strike price of $20.00, discount rate of 9% and volatility of 60%. In the fourth quarter of 2021, the target stock price milestone for one of the 2020 acquisitions was met and a $1.7 million gain equal to the fair value of the contingent consideration was recognized in general and administrative expense on the consolidated statements of operations. 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. In January 2021, the 2018 business combination contingent consideration was settled in full for a cash payment of $2.1 million. As of December 31, 2020, the key inputs used in the determination of fair value of $1.8 million 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%. 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 December 31, 2021, the key inputs used in the determination of the fair value included exercise price of $22.00, volatility of 65%, forfeiture rate of 15% and stock price of $15.59. As of December 31, 2020, the key inputs used in the determination of the fair value included exercise price of $18.00, $20.00 and $22.00, volatility of 60%, 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 December 31, 2021, the key inputs used in the determination of the fair value included exercise price of $11.50, expected volatility of 60%, remaining contractual term of 3.98 years, and stock price of $15.59. 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. 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. All redeemable convertible preferred stock warrants that were issued prior to the Merger were canceled in exchange of common stock at the closing of the Merger on December 23, 2020. See Note 8. 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 — 10,374 — Settlements (54,891) (2,062) (31,730) Change in fair value, loss (gain) included in net loss (1) 18,519 (2,244) 15,389 Fair value as of December 31, 2021 $ 13,866 $ 9,617 $ 15,193 Redeemable Contingent Convertible Contingent Consideration - Private Preferred Stock Consideration - Business Warrant Warrants FVO Notes Earnout Combinations Liability Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ — $ 100 $ — Additions 1,762 — 50,238 1,749 33,961 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 $ — $ — $ 50,238 $ 3,549 $ 31,534 Redeemable Contingent Convertible Consideration - Preferred Stock Business Warrants FVO Notes Combinations 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 and FVO Notes 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 As of December 31, 2021, the fair value of the convertible senior notes is $400.4 million. The fair value of other debt approximates the unpaid principal balance and is considered a Level 3 measurement. See Note 7. |
Property, Equipment, and Softwa
Property, Equipment, and Software | 12 Months Ended |
Dec. 31, 2021 | |
Property, Equipment, and Software | |
Property, Equipment, and Software | 5. Property, Equipment, and Software Property, equipment, and software net, consists of the following: December 31, 2021 2020 Software and computer equipment $ 7,287 $ 1,381 Furniture, office equipment, and other 2,006 567 Internally developed software 13,102 10,741 Leasehold improvements 2,191 1,112 24,586 13,801 Less: Accumulated depreciation and amortization (17,920) (9,208) Property, equipment, and software, net $ 6,666 $ 4,593 Depreciation and amortization expense related to property, equipment, and software was $4.4 million, $3.8 million and $3.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 6. Intangible Assets and Goodwill Intangible Assets Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization. Intangible assets consist of the following as of December 31, 2021: Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 9.0 $ 56,810 $ (6,760) $ 50,050 Acquired technology 5.0 48,135 (10,095) 38,040 Trademarks and tradenames 12.0 25,389 (2,587) 22,802 Non-compete agreements 2.0 450 (251) 199 Value of business acquired 1.0 400 (294) 106 Renewal rights 6.0 9,734 (811) 8,923 Trademarks and tradenames Indefinite 4,750 — 4,750 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 150,628 $ (20,798) $ 129,830 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 Aggregate amortization expense related to intangibles was $12.3 million, $2.9 million and $3.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated intangibles amortization expense for the next five years and thereafter consists of the following: Estimated Amortization Expense 2022 $ 21,419 2023 20,773 2024 19,722 2025 16,648 2026 8,718 Thereafter 32,840 $ 120,120 Goodwill The following tables summarize the changes in the carrying amount of goodwill: Goodwill Balance as of January 1, 2019 $ 21,305 Acquisitions 916 Divestitures (3,657) Purchase price adjustments (290) Balance as of December 31, 2019 18,274 Acquisitions 10,176 Divestitures (161) Balance as of December 31, 2020 28,289 Acquisitions 197,365 Balance as of December 31, 2021 $ 225,654 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | 7. Debt At December 31, 2021, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value Convertible senior notes, due 2026 $ 425,000 $ — $ (10,785) $ 414,215 Other notes 600 (80) — 520 $ 425,600 $ (80) $ (10,785) $ 414,735 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 Minimum principal payment commitments as of December 31, 2021, are as follows: Principal Payments 2022 $ 150 2023 150 2024 150 2025 150 2026 425,000 Thereafter — $ 425,600 Convertible Senior Notes In September 2021, Porch completed a private Rule 144A offering of $425 million aggregate principal amount of its 0.75% Convertible Senior Notes due in September 2026 (the “2026 Notes”) at an issue price of 100% , which includes $40 million aggregate principal amount of 2026 Notes issued and sold pursuant to the exercise of the initial purchasers’ option to purchase additional 2026 Notes. The 2026 Notes were offered only to qualified institutional buyers (as defined in the Securities Act of 1933, as amended (the “Securities Act”)), pursuant to Rule 144A under the Securities Act. The net proceeds from the sale of the 2026 Notes were approximately $413.5 million after deducting the initial purchasers’ fees and other estimated expenses. The 2026 Notes are not redeemable at the Company’s option prior to September 20, 2024. The Company may redeem for cash all or any of the 2026 Notes, at the Company’s option, on or after September 20, 2024, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending The 2026 Notes are convertible at an initial conversion rate of 39.9956 shares of common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $25.0027 per share of common stock (the “Conversion Rate”). The Conversion Rate is subject to customary adjustments for certain events as described in the indenture governing the 2026 Notes. The Company may settle the conversion option obligation with cash, shares of the Company’s common stock, or any combination of cash and shares of the Company’s common stock. Holders of the 2026 Notes may convert the 2026 Notes at their option (in whole or in part) at any time prior to the close of business on the business day immediately preceding June 15, 2026 only under the following circumstances: ● during any fiscal quarter commencing after the calendar quarter ending on December 31, 2021, if the Company’s common stock price exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter; ● during the five business days after any five consecutive trading days in which the trading price per $1,000 2026 Notes was less than 98% of the product of the closing sale price of the Company’s common stock and the then current conversion rate; ● upon the occurrence of certain corporate actions; ● upon the occurrence of a fundamental change, a make-whole fundamental change or any share exchange event; or ● prior to the related redemption date if the Company elects to exercise the company call option. Upon the occurrence of a make-whole fundamental change or the exercise of the Company’s redemption option, the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2026 Notes in connection with such make-whole fundamental change or exercise of redemption (not to exceed 52.9941 shares of common stock per $1,000 principal amount of the 2026 Notes). As discussed in Note 1, the Company early adopted ASU No. 2020-06 as of January 1, 2021 and concluded that the 2026 Notes will be accounted for as debt, with no bifurcation of the embedded conversion feature. Debt issuance costs were recorded a direct deduction from the related liability in the consolidated balance sheets and are amortized to interest expense over the term of the 2026 Notes. The effective interest rate for the 2026 Notes is 1.3% . Interest expense recognized related to the 2026 Notes was approximately $1.6 million for the year ended December 31, 2021, and comprised of contractual interest expense and amortization of debt issuance costs. Capped Call Transactions In connection with the offering of the 2026 Notes, the Company purchased capped calls from certain financial institutions with respect to its common stock. The capped calls each have an initial strike price of $25.0027 per share of the Company’s common stock, which corresponds to the initial conversion price of the 2026 Notes. The capped calls each have an initial cap price of $37.7400 per share and expire in incremental components on each trading date beginning on September 13, 2021 and ending on September 15, 2026. The capped calls are intended to offset potential dilution to the Company’s common stock or offset any cash payments the Company is required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to a cap. The capped calls are subject to adjustments for certain corporate events and standard antidilution provisions. The Company paid an aggregate amount of $52.9 million for the capped calls. The maximum number of shares of Company’s common stock that can be purchased by the Company under the capped call (assuming no adjustment event) is 5,736,869. The capped call transactions do not meet the criteria for accounting as a derivative as they are indexed to the Company’s stock. As such, the cost of the capped calls is recorded as a reduction to additional paid-in capital on the consolidated balance sheets. Senior Secured Term Loans During 2019, the Company obtained a $40 million secured term loan, which 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”) 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%. In May 2020, the Company was required to use $2.5 million of the proceeds received from the Sale of Serviz (See Note 12) to pay down the term loan, resulting in an outstanding original principal balance of $37.5 million. 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 $40.0 million, with two additional co- lenders providing an aggregated $7.0 million in loan proceeds. Two of the co-lenders were the Company’s existing senior secured lenders with a $37.6 million loan balance outstanding at the time of the refinance. The amendments to the loan agreements with the existing senior secured lenders represent 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 $0.8 million. The new loan, which totaled $47.0 million, was used to pay off the existing $37.5 million loan. The Runway Loan was 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 therein) 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 $1.6 million 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 $3.0 million, minimum revenue of $15.4 million in the quarter ended December 31, 2020, and 80% of projected revenue in all future quarters. 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 $1.2 million, 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. Based on the amount of cash available upon completion of the Merger on December 23, 2020, in accordance with the agreement’s terms, $7.1 million of the outstanding principal balance of the Runway Loan was required to be repaid, plus interest and prepayment fees of $0.4 million. Following this repayment, the carrying value of the Runway Loan as of December 31, 2020 is $39.0 million. As of December 31, 2020, the Company was in compliance with all covenants of the Runway Loan. In January 2021, the Company entered into an amendment to the Loan and Security Agreement, dated as of July 22, 2020 (as amended, the “ ” In conjunction with the issuance of 2026 Notes described above, all outstanding obligations under the Runway Loan Agreement were repaid. These included the outstanding principal of $40.0 million, $2.3 million of final prepayment fees, and $0.5 million of interest and legal fees. A loss on extinguishment of $3.1 million was recorded. Pre-2020 Convertible Promissory Notes In connection with a November 2018 acquisition, the Company issued convertible promissory notes payable to the sellers for an aggregate principal of $7.3 million. These convertible promissory notes bore interest at 4.5% per annum for the first year and 10% per annum thereafter. Upon completion of the Merger on December 23, 2020, the outstanding principal balance of $7.3 million and unpaid interest of $0.5 million was paid in full, resulting on a trivial loss on extinguishment. In connection with a July 2018 acquisition, the Company assumed two convertible promissory notes with an aggregate principal balance of $1.7 million and an interest rate of 3.5% per annum. On February 28, 2020, one of the convertible promissory notes with a principal balance of $1.4 million and a carrying value of $1.2 million converted into 198,750 shares of Series C preferred stock. Holders also received 73,538 common stock warrants. A loss on debt extinguishment of $0.2 million 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 and of $0.3 million and unpaid interest of $0.1 million were paid in full, resulting on a loss on extinguishment of $0.3 million. During 2019, the Company issued convertible promissory notes with an aggregate original principal balance of $21.6 million, 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 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 $16.1 million and $1.0 million, 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 $5.5 million. 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 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 12), 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 $6.0 million. 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 and is administered by the U.S. Small Business Administration (“SBA”). The Company received loan proceeds of $8.1 million (the “Porch PPP Loan”). The term of the Porch PPP Loan was two years with a maturity date of April 18, 2022 and bore 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 were payable monthly, less the amount of any potential forgiveness. In June 2021 the loan was forgiven in whole. As a result, the outstanding principal balance of $8.1 million and unpaid interest of $0.1 million were written off and the Company recorded a $8.2 million gain on extinguishment in the consolidated statements of operations. As part of the July 23, 2020 acquisition (see Note 12), the Company assumed a loan pursuant to the Paycheck Protection Program for the amount of $0.4 million. The loan had 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. 2020 Promissory Notes In July 2020, the Company entered into convertible loan agreement with Cantor Fitzgerald Securities in the amount of $10.0 million. 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 $12.1 million, which included $10.0 million principal balance, $2.0 million final payment fee, and $0.1 million of accrued interest. As a result of the PTAC merger, a contingent beneficial conversion feature became exercisable. The commitment date intrinsic value of $0.6 million 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 $5.8 million. The remaining cash payment was allocated to extinguish the debt and interest payable, resulting in a gain on extinguishment of $5.0 million. 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 thousand each, plus accrued interest commencing on January 21, 2021. As of December 31, 2021, the promissory notes had a carrying amount of $0.5 million. Other Promissory Notes On December 19, 2019, the Company issued a promissory note for an aggregate principal of $3.0 million, 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 $3.0 million, 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 (as each term is defined therein) 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 thousand. 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 $2.5 million. The amended note was initially recorded at its fair value of $4.2 million. The fair value of the guarantee of $0.3 million 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. Upon completion of the Merger on December 23, 2020, the loan was paid off in full in the amount of $4.4 million, which included $3.4 million principal balance, $1.0 million final payment fee, and $0.1 million of accrued interest. On February 11, 2020, the Company entered into a future receivables agreement, in which the Company received consideration of $2.0 million and agreed to sell 10% of all of Company’s future accounts receivable from the Company’s customers until an amount ranging between $2.3 million and $2.7 million, 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 $2.0 million of principal and $0.7 million of interest, resulting in a full payoff of the agreement and no remaining carrying value as of December 31, 2020. In connection with certain 2017 and 2018 acquisitions, the Company issued term promissory notes payable to the sellers for an aggregate principal of $1.3 million. Upon completion of the Merger on December 23, 2020, the aggregate outstanding principal of $1.3 million and unpaid interest of $0.1 million were paid in full. Line of Credit In connection with the acquisition of HOA on April 5, 2021, the Company assumed a $5.0 million revolving line of credit (“RLOC”) with Legacy Texas Bank that had an outstanding balance of $3.9 million. Outstanding balances under the RLOC bear interest at the Wall Street Journal Prime + 0% and mature on November 16, 2022. In addition, the Company pays 0.25% per annum of the daily unused portion of the RLOC. The Company repaid the outstanding $4.0 million of borrowings on the RLOC in November 2021. Term Loan Facility In connection with the acquisition of HOA on April 5, 2021, the Company assumed a nine-year, $10.0 million term loan facility with a local bank. As of December 31, 2021, the Company has made no borrowings on the term loan facility. |
Equity and Warrants
Equity and Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity and Warrants | |
Equity and Warrants | 8. Equity and Warrants Shares Authorized As of December 31, 2021, 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: December 31, 2021 2020 Issued and outstanding common shares 95,911,597 75,519,151 Earnout common shares (Note 1 and Note 9) 2,050,000 6,150,000 Total common shares issued and outstanding 97,961,597 81,669,151 Common shares reserved for future issuance: Public warrants — 8,625,000 Private warrants 1,795,700 5,700,000 Common stock options outstanding 4,822,992 6,414,611 Restricted stock units and awards (Note 9) 2,717,154 2,581,902 2020 Equity Plan pool reserved for future issuance (Note 9) 8,126,263 11,137,824 Convertible senior notes, due 2026 (1) 16,998,130 — Total shares of common stock outstanding and reserved for future issuance 132,421,836 116,128,488 (1) In connection with the September 16, 2021 issuance of the 2026 Notes, the Company used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to the Company’s common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing the conversion price for the Company from $25 per share to approximately $37.74 per share, which would result in 11,261,261 potentially dilutive shares instead of the shares reported in this table. The table above excludes common stock contingently issuable in connection with acquisitions described in Note 12. Such common stock is issuable to the extent specified operational milestones are achieved or market conditions are met in the future. See Notes 4 and 12 for more information. 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: ● at any time while the public warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each public warrant holder, ● if, and only if, the last sale price common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders and, ● if and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption. 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. 1,795,700 and 5,700,000 private warrants were held by the initial purchases or their permitted transferees as of December 31, 2021 and 2020, respectively. The public and private warrants are classified separately on our 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 4. 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. 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. Detail related to public and private warrant activity for the year ended December 31, 2021 is as follows: Number of Number of Common Warrants Shares Issued Cash Received Balances as of January 1, 2021 14,325,000 — $ — Cash exercises (11,023,376) 11,023,376 126,741 Cashless exercises (1,329,454) 498,036 — Canceled (176,470) — — Balances as of December 31, 2021 1,795,700 11,521,412 $ 126,741 Legacy Porch Warrants Redeemable convertible preferred stock warrants and common stock warrants that were issued prior to the Merger (“Legacy Porch Warrants”) were cancelled upon completion of the Merger on December 23, 2020, 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 Weighted- Average Number of Exercise Warrants Price Balances as of January 1, 2020 965,157 $ 4.39 Warrants granted 209,384 5.62 Warrants exercised — — Warrants cancelled (1,174,541) 4.60 Balances as of December 31, 2020 — $ — |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 9. Stock-Based Compensation 2012 and 2020 Equity Incentive Plans 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 8,126,263. 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 ended 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 awards (“RSA”), restricted stock units (“RSU”) and other stock awards, and performance awards to employees, officers, non-employee directors and independent service providers of the Company, collectively referred to as “Awards” or “Equity Awards.” The 2020 Plan became effective immediately upon the closing of the Merger. Legacy Porch’s 2012 Equity Incentive Plan (the “2012 Plan”) provides for the grant of equity awards to employees, directors and consultants of the Company. Each Legacy Porch option from the 2012 Plan that was outstanding immediately prior to the Merger and held by current employees or service providers, whether vested or 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 option immediately prior to the consummation of the Merger. All stock option, RSA and RSU activity was retroactively restated to reflect the Exchanged Options. Stock-Based Compensation Stock-based compensation consists of expense related to equity awards in the normal course, earnout restricted stock and a secondary market transaction as described below: 2021 2020 2019 Secondary market transaction $ 1,933 $ 1,616 $ 33,232 Employee earnout restricted stock 22,961 — — Employee awards 13,698 9,680 2,740 Total operating expenses $ 38,592 $ 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 redeemable convertible preferred stock from an existing investor for an aggregate purchase price of $4.0 million ($0.53 per Legacy Porch share). The Company determined that the purchase price was below fair value of such shares and as result recorded stock-based compensation expense of $33.2 million 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 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 $2.6 million 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 stock-based compensation expense of $1.6 million was recorded in 2020 related to these awards, of which $0.7 million was related to former employees and immediately recognized, as there is no continued service vesting requirement, and $0.9 million 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-based compensation expense of $1.9 million was recognized in March 2021. Common Stock Valuation Prior to the completion of the Merger the fair value of Legacy Porch 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 2020 Plan and 2012 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 of Directors. 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. Detail related to stock option activity for the year ended December 31, 2021 is as follows: Weighted- Weighted- Average Number of Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Balances as of December 31, 2020 6,414,611 $ 2.85 7.8 73,260 Options granted 297,343 15.10 Options exercised (1,700,557) 2.56 Options forfeited (180,985) 5.08 Options canceled or expired (7,420) 4.30 Balances as of December 31, 2021 4,822,992 $ 3.63 7.0 $ 57,973 Exercisable at December 31, 2021 3,160,534 $ 2.87 6.5 $ 40,205 The fair value of each employee stock option granted during the years ended December 31, 2021, 2020 and 2019, were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2021 2020 2019 Risk-free interest rate 0.9 – 1.3 % 0.3 – 0.6 % 1.6 – 1.9 % Expected term (years) 5 – 6 5 – 6 3 – 6 Dividend yield — — — Volatility 60 – 61 % 59 – 60 % 46 – 51 % Weighted-average grant fair value per share $8.23 $2.26 $0.85 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, 2021 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 fair value of stock options that vested during the years ended December 31, 2021, 2020 and 2019, was $2.6 million, $1.8 million and $1.8 million, respectively. The total amount of unrecognized stock-based compensation expense for options granted to employees and nonemployees as of December 31, 2021, is approximately $4.2 million and is expected to be recognized over a weighted-average period of 1.3 years. RSUs and Payroll Reduction Program 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 $4.0 million 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 an aggregated of 2,356,045 RSUs were issued prior to December 31, 2020. All RSUs issued as part of this program were issued under the 2012 Plan. 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 $6.5 million of stock-based compensation expense was recorded in 2020. During 2021, all remaining awards vested and the remaining stock-based compensation expense of $1.6 million was recorded in 2021. RSUs During 2021, the Company granted RSUs under various equity award programs. RSUs granted to employees typically vest 25% of the shares one year after the vesting commencement date and the remainder The following table summarizes the activity of RSUs for the year ended December 31, 2021: Number of Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2021 2,415,140 $ 3.64 Granted 2,955,252 18.87 Vested (2,386,853) 4.30 Canceled (270,777) 11.67 Balances as of December 31, 2021 2,712,762 $ 18.77 The total amount of unrecognized stock-based compensation expense for RSUs granted to employees and nonemployees as of December 31, 2021, is approximately $44.7 million and is expected to be recognized over a weighted-average period of 1.6 years. 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 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 was recognized as stock-based 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 $0.3 million in stock-based compensation expense related to the employee earnout shares. During 2021, 61,865 shares were forfeited due to employee terminations. This resulted in the grant of 12,252 additional shares to employee holders at a weighted-average grant date fair value of $14.19. During 2021, 641,526 restricted employee earnout shares were fully vested, as the first and second market conditions for vesting were fully satisfied as a result of the Company’s stock price and trading activity. The Company recorded $11.2 million in stock-based compensation expense related to the employee earnout shares in 2021. 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 36-months 36-month During 2021, 666,666 CEO restricted earnout shares were fully vested, as the first and second market conditions for vesting were fully satisfied as a result of the Company’s stock price and trading activity. The Company recorded $11.8 million in stock-based compensation expense related to the restricted stock award in 2021. Restricted Stock Awards The following table summarizes the activity of restricted stock awards in connection with certain legacy acquisitions for the year ended December 31, 2021: Number of Restricted Stock Awards Balances as of January 1, 2021 166,762 Shares granted — Shares vested (162,370) Shares forfeited — Balances as of December 31, 2021 4,392 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 10. Income Taxes The components of the income tax benefit (expense) provision are as follows: 2021 2020 2019 Current: Federal $ 1,065 $ — $ — State (205) (71) (67) Total current 860 (71) (67) Deferred Federal 8,561 1,433 (21) State 852 327 (8) Total deferred 9,413 1,760 (29) Income tax benefit (expense) $ 10,273 $ 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, December 31, 2021 2020 Deferred tax assets Accrued expenses $ 1,070 $ 1,114 Stock-based compensation 1,753 2,469 Deferred revenue 37,108 2,036 Property and equipment — 229 Intangibles — 452 Goodwill 357 1,444 Operating lease liabilities 1,126 — Loss and loss adjustment reserves 11,971 — Other 10 8 Net operating losses 87,802 50,119 Disallowed interest 5,098 6,385 Valuation allowance (88,613) (63,317) Total deferred tax assets 57,682 939 Deferred tax liabilities Property and equipment (50) — Intangibles (10,660) — Operating lease right-of-use assets (1,091) — Deferred policy acquisition costs (857) — Reinsurance balance due (44,197) — Internally developed software (1,180) (943) Total deferred tax liabilities (58,035) (943) Net deferred tax liabilities $ (353) $ (4) 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, As of December 31, 2021 and 2020, the Company had net operating loss carryforwards for federal tax purposes of approximately $360.3 million and $209.4 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 began to expire in 2022. The net operating loss with an unlimited carryforward period is $257.4 million for federal tax purposes and $43.3 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 (expense) provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows: 2021 2020 2019 Tax computed at federal statutory rate $ 24,492 $ 11,702 $ 21,677 State tax, net of federal tax benefit 5,531 2,097 1,475 Other 347 (803) (515) Loss on disposition — — (1,049) Compensation 12,821 1,148 (6,507) Officer compensation (5,306) (176) — Debt transactions (1,791) 824 (2,145) Enacted tax rate changes 123 159 119 Return to provision (648) 502 991 Valuation allowance (25,296) (13,764) (14,142) Income tax benefit (expense) $ 10,273 $ 1,689 $ (96) The U.S. federal statutory tax rate is 21%, while the Company’s effective tax rate for 2021, while the Company’s effective tax rate for 2021, 2020 and 2019 was 8.8%, 3.0%, and (0.1)%, respectively. The difference is due primarily to the tax benefit of pre-tax book losses being offset by a 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 2018 and 2016, 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, 2021 and 2020. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2021 | |
401(k) Savings Plan | |
401(k) Savings Plan | 11. 401(k) Savings Plan During 2021, the Company has nine defined contribution savings plans under Section 401(k) of the Internal Revenue Code. These plans cover 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 plans may be made at the discretion of the Board. Prior to 2021, the Company had not made contributions to the plans. In 2021, the Company made approximately $0.6 million of contributions. |
Business Combinations and Dispo
Business Combinations and Disposals | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations and Disposals. | |
Business Combinations and Disposals | 12. Business Combinations and Disposals During 2021, 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 $5.4 million, $0.2 million and $0.1 million during 2021, 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. 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. 2021 Acquisitions The following table summarizes the total consideration and the preliminary estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during 2021: Weighted Average Useful Life (in years) V12 Data HOA Rynoh AHP Floify Other Acquisitions Total Purchase consideration: Cash $ 20,196 $ 84,370 $ 32,302 $ 43,750 $ 75,959 $ 27,121 $ 283,698 Issuance of common stock — 22,773 — — 9,908 3,026 35,707 Holdback liabilities and amounts in escrow 150 1,000 3,500 2,500 900 1,775 9,825 Contingent consideration - equity-classified — 6,685 — — — — 6,685 Contingent consideration - liability-classified 1,410 — — — 8,632 327 10,369 Total purchase consideration: $ 21,756 $ 114,828 $ 35,802 $ 46,250 $ 95,399 $ 32,249 $ 346,284 Assets: Cash, cash equivalents and restricted cash $ 1,035 $ 17,766 $ 408 $ 5,078 $ 1,508 $ 1,473 $ 27,268 Current assets 4,939 235,669 932 8,221 221 1,795 251,777 Property and equipment 996 615 334 17 87 80 2,129 Operating lease right-of-use assets 1,383 1,258 159 913 731 445 4,889 Intangible assets: Customer relationships 9.0 1,650 16,700 12,700 — 7,000 10,320 48,370 Acquired technology 4.0 3,525 — 2,800 — 28,300 1,340 35,965 Trademarks and tradenames 12.0 1,225 12,200 900 700 6,025 650 21,700 Non-competition agreements 2.0 40 — 90 — 40 55 225 Value of business acquired 1.0 — 400 — — — — 400 Renewal rights 8.0 — 7,692 — 2,042 — — 9,734 Trademarks and tradenames Indefinite — — — — — 4,750 4,750 Insurance licenses Indefinite — 4,960 — — — — 4,960 Goodwill 16,708 45,370 22,051 45,681 53,056 14,499 197,365 Other non-current assets — 55,165 — 25 — 3 55,193 Total assets acquired 31,501 397,795 40,374 62,677 96,968 35,410 664,725 Current liabilities (6,871) (269,460) (517) (15,487) (1,014) (2,485) (295,834) Operating lease liabilities, non-current (848) (898) (72) (685) (555) (204) (3,262) Long term liabilities (2,026) (7,434) — (79) — (46) (9,585) Deferred tax liabilities, net — (5,175) (3,983) (176) — (426) (9,760) Net assets acquired $ 21,756 $ 114,828 $ 35,802 $ 46,250 $ 95,399 $ 32,249 $ 346,284 January 12, 2021 Acquisition of V12 Data On January 12, 2021, Porch acquired V12 Data, an omnichannel marketing platform. The purpose of the acquisition is to expand the scope and nature of Porch’s service offerings, add additional team members with important skillsets, and realize synergies. Porch acquired V12 Data for $20.3 million cash with an additional $1.4 million as contingent consideration. The contingent consideration is based on the achievement of certain Revenue and EBITDA milestones over the two The following table summarizes the fair value of the intangible assets of V12 Data as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 1,650 10 Acquired technology 3,525 4 Trademarks and tradenames 1,225 15 Non-competition agreements 40 2 $ 6,440 The weighted-average amortization period for the acquired intangible assets is 7.6 years. The estimated fair value of the customer relationships intangible asset was calculated through the income approach using the multi-period excess earnings methodology. The estimated fair value of the trademarks and tradenames as well as acquired technology intangible assets were calculated through the income approach using the relief from royalty methodology. The estimated fair value of the non-competition agreement is derived using the with and without method over the contractual term of the agreement. April 5, 2021 Acquisition of HOA On April 5, 2021, Porch acquired HOA. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and operate as a full service insurance carrier in 15 states. Total consideration related to this transaction included $114.8 million, consisting of $84.1 million in cash, $22.8 million in Porch common stock, and acquisition hold backs and contingent consideration of $7.7 million. An additional $0.3 million related to the final working capital adjustment was paid to the sellers in the third quarter of 2021. Goodwill is not expected to be deductible for tax purposes. Acquisition-related costs of $1.9 million were primarily for legal and due-diligence related fees and are included in general and administrative expenses for the year ended December 31, 2021. The following table summarizes the fair value of the intangible assets of HOA as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 16,700 10 Trademarks and tradenames 12,200 10 Business acquired 400 1 Renewal rights 7,692 8 Insurance licenses 4,960 Indefinite $ 41,952 The weighted-average amortization period for the acquired intangible assets is 9.5 years. 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 was estimated through the income approach using the relief from royalty methodology. The business acquired was valued using the income approach based on estimates of expected future losses and expenses associated with the policies that were in-force as of the closing date of the transaction compared to the future premium remaining to be earned. Renewal rights asset was estimated through the income approach based on premium forecast and cash flows from the renewal policies modeled over the life of the renewals. The insurance licenses were valued using the market approach based on arms-length transactions in which certificate authority companies with licenses were purchased. May 20, 2021 Acquisition of Rynoh On May 20, 2021, Porch acquired Segin Systems, Inc. (“Rynoh”), a software and data analytics company that supports financial management and fraud prevention primarily for the title and real estate industries. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and realize synergies. Total consideration related to this transaction includes $35.8 million, consisting of $32.3 million in cash paid at closing, and acquisition hold backs of $3.5 million. Goodwill is not expected to be deductible for tax purposes. Acquisition-related costs of $0.2 million were primarily for legal and due-diligence related fees and are included in general and administrative expenses for the year ended December 31, 2021. The following table summarizes the fair value of the intangible assets of Rynoh as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 12,700 10 Acquired technology 2,800 7 Trademarks and tradenames 900 20 Non-competition agreements 90 1 $ 16,490 The weighted-average amortization period for the acquired intangible assets is 10.0 years. 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. September 9, 2021 Acquisition of AHP On September 9, 2021, Porch acquired AHP, a company providing home warranty policies. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and realize synergies. Total consideration related to this transaction includes $46.3 million, consisting of $43.8 million in cash paid at closing, and acquisition hold backs of $2.5 million. Acquisition-related costs of $0.5 million are included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2021 . The following table summarizes the fair value of the intangible assets of AHP as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Renewal rights $ 2,042 6 Trademarks and tradenames 700 10 $ 2,742 The weighted-average amortization period for the acquired intangible assets is 7.0 years. Renewal rights asset was estimated through the income approach based on forecast and cash flows from the renewal policies modeled over the life of the renewals. The fair value of trade name and trademarks was estimated through the income approach using the relief from royalty methodology. October 27, 2021 Acquisition of Floify On October 27, 2021, Porch acquired Floify, a company providing digital mortgage automation and point-of-sale software for mortgage companies and loan officers. The purpose of the acquisition is to expand the scope and nature of Porch’s product offerings, add additional team members with important skillsets, and realize synergies. Total consideration related to this transaction includes $95.4 million, consisting of $76.0 million in cash, $9.9 million of Porch common stock, $0.9 million in acquisition hold backs and a guarantee that the Porch common stock will double in value by the end of 2024 with respect to any such Porch shares retained by the sellers throughout the period. The guarantee requires Porch to provide additional shares of common stock or cash to sellers if the stock does not double in value. The value of the guarantee at acquisition date was estimated to be $8.6 million. Acquisition-related costs of $0.4 million are included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2021 . The following table summarizes the fair value of the intangible assets of Floify as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 7,000 4 Acquired technology 28,300 4 Trademarks and tradenames 6,025 15 Non-competition agreements 40 3 $ 41,365 The weighted-average amortization period for the acquired intangible assets is 5.6 years. The fair value of customer relationships and non-competition agreement, was estimated through the with-and-without method based on a comparison of the prospective revenues or expenses for the business with and without these intangible assets in place. The fair value of trade name and trademarks, was estimated through the income approach using the relief from royalty methodology. The fair value of the acquired technology was estimated through the multi-period excess earnings method. Revenue from these five acquisitions included in the Company’s consolidated statements of operations through December 31, 2021 is $79.6 million. Net loss included in the Company’s consolidated statements of operations from these acquisitions through December 31, 2021 is $1.8 million. Unaudited Pro Forma Consolidated Financial Information The following table summarizes the estimated unaudited pro forma consolidated financial information of the Company as if the acquisitions deemed significant under ASC 805 – Business Combinations, which were V12 Data, HOA, Rynoh and Floify had occurred on January 1, 2020: Year ended December 31, 2021 2020 Revenue $ 215,769 $ 148,771 Net loss $ (112,239) $ (61,253) Other Acquisitions During 2021, the Company completed other acquisitions which were not individually material to the consolidated financial statements. The purpose of the 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 these acquisitions were $1.6 million and are included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2021. Goodwill of $3.5 million is not expected to be deductible for tax purposes, while goodwill of $11.0 million is expected to be deductible for tax purposes. 2020 Acquisitions and Disposals 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 2020: Weighted Average Useful Life (in years) July 23, 2020 Acquisition iRoofing 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 5.0 740 2,400 — 3,140 Acquired technology 9.0 470 3,700 300 4,470 Trademarks and tradenames 13.0 670 600 240 1,510 Non-competition agreements 2.0 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 $1.6 million of acquired goodwill to be deductible for income tax purposes. December 31, 2020 Acquisition (“iRoofing”) 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 $0.2 millions 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. 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. 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 $5.0 million 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 $2.7 million. The consideration allocated to the revenue transaction based on the fair value of services to be delivered is $5.0 million. The remainder of the consideration, was determined to be consideration for Serviz. Serviz had net assets of approximately $1.3 million. The Company recorded a gain of $1.4 million 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 $0.5 million which included definite-lived intangible assets of $0.3 million, net liabilities of $0.8 million and goodwill of $1.0 million. 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 $0.1 million 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 $4.5 loss upon disposal in loss on divestiture of businesses in the consolidated statements of operations for the year ended December 31, 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 13. Leases The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. Under Topic 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company leases office facilities from unrelated parties under operating lease agreements that have initial terms ranging from 1 to 5 years. Some leases include one or more options to renew, generally at our sole discretion, with renewal terms that can extend the lease term up to 10 additional years. In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants. Operating lease cost is recognized on a straight-line basis over the lease term. The components of lease expense are as follows: 2021 Operating lease cost $ 2,155 Variable lease cost 339 2,494 Prior to the adoption of Topic 842 on January 1, 2021, the Company recognized operating lease costs on a straight-line basis once control of the space was achieved. Rent expense was $1,700 and $1,800 during the years ended December 31, 2020 and 2019, respectively. Supplemental cash flow information related to leases is as follows: 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows for operating leases $ 2,141 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 6,365 Supplemental balance sheet information related to leases is as follows: December 31, 2021 Operating lease right-of-use assets $ 4,504 Operating lease liabilities, current (1) $ 1,957 Operating lease liabilities, non-current 2,694 Total operating lease liabilities $ 4,651 (1) Other information related to operating leases is as follows: December 31, 2021 Weighted average remaining lease term 2.1 years Weighted average discount rate 9.4 % Future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the balance sheet as of December 31, 2021 is as follows: Lease Payments 2022 $ 2,276 2023 1,613 2024 888 2025 432 2026 — Thereafter — Total lease payments $ 5,209 Less imputed interest (558) Total present value of lease liabilities $ 4,651 |
Reinsurance
Reinsurance | 12 Months Ended |
Dec. 31, 2021 | |
Reinsurance | |
Reinsurance | 14. Reinsurance Certain premiums and benefits are ceded to other insurance companies under various reinsurance agreements. The reinsurance agreements provide HOA with increased capacity to write larger risks and maintain its exposure to loss within its capital resources. Ceded reinsurance contracts do not relieve HOA from its obligations to policyholders. HOA remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet the obligations assumed under the reinsurance agreements. To minimize its exposure to significant losses from reinsurer insolvencies, HOA evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers. 2021 Program: The Company’s third-party quota share reinsurance program is split into two separate placements to maximize coverage and cost efficiency. The 2021 Coastal program, which covers the Company’s business in certain Texas coastal regions and the Houston metropolitan area as well as all business in South Carolina, is placed at 90% of subject property and casualty losses. The 2021 Core program covers the remainder of the Company’s business and is placed at 90% of subject property and casualty losses. Both programs are effective for the period January 1, 2021 through December 31, 2021, and are subject to certain limits, which vary by participating reinsurer, for single loss occurrences and/or aggregate losses. Property catastrophe excess of loss treaties which were in effect through March 31, 2021, developed over four layers and limited the Company’s net retention to $1.5 million per loss occurrence. Effective April 1, 2021, the Company purchased property catastrophe excess of loss reinsurance from third party reinsurers which develops over 4 layers to provide coverage up to a net loss of $270 million, in excess of $2.0 million per occurrence. Effective May 17, 2021 through March 31, 2022, the Company purchased additional property catastrophe excess of loss reinsurance for a new block of business not covered by the quota share contracts in 3 layers to provide coverage up to a net loss of $33 million in excess of $2.0 million. The Company purchases property per risk reinsurance covering non-weather losses in excess of $500 thousand per occurrence for all property coverage lines, to limit the Company’s net retention to $50 thousand per covered event. These contracts are subject to certain limits for single loss occurrences and/or aggregate losses and provide a certain number of free reinstatements during the treaty period, all of which varies by contract. The effects of reinsurance on premiums written and earned for the period since the acquisition date of April 5, 2021 to December 31, 2021 were as follows: 2021 Written Earned Direct premiums $ 266,609 $ 213,423 Ceded premiums (237,102) (199,366) Net premiums $ 29,507 $ 14,057 The effects of reinsurance on incurred losses and LAE for the period since the acquisition date of April 5, 2021 to December 31, 2021 were as follows: 2021 Direct losses and LAE $ 181,256 Ceded losses and LAE (162,752) Net losses and LAE $ 18,504 The detail of reinsurance balances due is as follows: December 31, 2021 Unearned premium $ 153,710 Losses and LAE Reserve 56,752 Reinsurance recoverable 17,780 Other 174 Reinsurance balance due $ 228,416 |
Unpaid Losses and Loss Adjustme
Unpaid Losses and Loss Adjustment Reserve | 12 Months Ended |
Dec. 31, 2021 | |
Unpaid Losses and Loss Adjustment Reserve | |
Unpaid Losses and Loss Adjustment Reserve | 15. Unpaid Losses and Loss Adjustment Reserve The following table provides the rollforward of the beginning and ending reserve balances for losses and LAE, gross of reinsurance for the period since the acquisition date of April 5, 2021: 2021 Losses and LAE reserve at April 5 $ 84,366 Reinsurance recoverables on losses and LAE (82,898) Losses and LAE reserve, net of reinsurance recoverables at April 5 1,468 Add provisions for claims losses and LAE occurring in: Current year 17,583 Prior year 921 Net incurred losses and LAE during the current year 18,504 Deduct payments for claims losses and LAE occurring in: Current year (13,154) Prior year (1,621) Net claim and LAE payments during the current year (14,775) Reserve for losses and LAE, net of reinsurance recoverables, at end of year 5,197 Reinsurance recoverables on losses and LAE 56,752 Losses and LAE reserve at December 31 $ 61,949 As a result of additional information on claims occurring in prior years becoming available to management, changes in estimates of provisions of losses and loss adjustment expenses were made resulting in an increase of $0.9 million for the period since the acquisition date of April 5, 2021 to December 31, 2021. The claim counts in the following tables are cumulative reported claim counts as of December 31, 2021 and are equal to the sum of cumulative open and cumulative closed claims, including claims closed without payment. The following supplementary information presents incurred and paid losses by accident year, net of reinsurance ($ in thousands, except for number of claims): December 31, 2021 Incurred losses and allocated loss adjustment expenses, net of reinsurance, Cumulative for the years ended December 31, Number of 2017 2018 2019 2020 2021 IBNR Reserves Reported Claims (unaudited) (unaudited) (unaudited) (unaudited) Accident Year 2017 $ 8,522 $ 7,344 $ 6,975 $ 6,837 $ 6,916 $ — 15,537 2018 7,512 7,041 7,046 7,380 12 8,331 2019 9,666 9,678 9,773 35 10,698 2020 12,664 14,281 176 12,866 2021 19,795 2,754 28,842 Total $ 58,145 $ 2,977 76,274 Cumulative paid losses and allocated adjustment expenses, net of reinsurance, for the year ended December 31, 2017 2018 2019 2020 2021 (unaudited) (unaudited) (unaudited) (unaudited) Accident Year 2017 $ 6,426 $ 7,253 $ 7,242 $ 7,029 $ 6,985 2018 5,295 6,690 6,838 7,213 2019 7,405 9,324 9,578 2020 9,750 13,865 2021 15,335 Total $ 52,976 All outstanding losses liabilities before 2017, net of reinsurance 27 Liability for losses and loss adjustment expenses, net of reinsurance $ 5,197 Average annual percentage payout of accident year incurred claims by age, net of reinsurance (unaudited supplementary information) as of December 31, 2021: 1 2 3 4 5 83.5 % 15.6 % 0.7 % 0.3 % (0.1) % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 16. Commitments and Contingencies Acquisition Commitments On September 2, 2021, the Company entered into a Stock Purchase Agreement with Covéa Coopérations S.A., to acquire CSE, a California-based personal lines insurer focused on property and auto. Subject to the terms and conditions set forth in the Agreement, at the closing of the transactions contemplated by the Agreement, Buyer will pay $48.6 million in cash for all of the shares of GMF Financial Services Corporation, which owns all of the issued and outstanding stock of Civil Service Employees Insurance Company, CSE Safeguard Insurance Company, CSE Insurance Services, Inc. and CSE Group Services Company, subject to certain adjustments, as further described in the Agreement. The Closing is subject to customary conditions, including, among others, the absence of a material adverse effect on GMFF and the receipt of specified governmental consents and approvals. Purchase Commitments As of December 31, 2021, the Company had non-cancelable purchase commitments, primarily for data purchases, as follows: 2022 $ 2,535 2023 1,600 2024 1,600 2025 — 2026 — $ 5,735 Litigation From time to time the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, the Company is unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities the Company has recorded in the financial statements covering these matters. The Company reviews its estimates periodically and makes adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. Cases under Telephone Consumer Protection Act Porch and/or an acquired entity, GoSmith.com, are party to twelve legal proceedings alleging violations of the automated calling and/or Do Not Call restrictions of the Telephone Consumer Protection Act of 1991. Some of these actions allege related state law claims. The proceedings were commenced as mass tort action by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States. One of the actions was dismissed with prejudice and is on appeal before the Ninth Circuit Court of Appeals. The remainder have been consolidated in the United States District Court for the Western District of Washington, where Porch resides. That case is stayed pending the outcome of the appeal. Plaintiffs seek actual, statutory, and/or treble damages, injunctive relief, and reasonable attorneys’ fees and costs. These actions are at an early stage in the litigation process. It is not possible to determine the likelihood of an unfavorable outcome of these disputes, although it is reasonably possible that the outcome of these actions may be unfavorable. Further, it is not possible to estimate the range or amount of potential loss (if the outcome should be unfavorable). Porch intends to contest these cases vigorously. Kandela, LLC v Porch.com, Inc. In May 2020, the former owners of Kandela, LLC filed complaints against Porch in the Superior Court of the State of California, alleging a breach of contract related to the terms and achievement of an earnout agreement related to the acquisition of the Kandela business and related fraudulent inducement claims. Claimants seek to recover compensatory damages based on an asset purchase agreement entered into with Porch and related employment agreements. Claimants also seek punitive damages, attorney’s fees and costs. This matter is still in the arbitration process and Porch is unable to determine the likelihood of an unfavorable outcome, although it is reasonably possible that the outcome may be unfavorable. Certain claimants have settled their claims, and this settlement is within the range of the estimated accrual. Arbitration of the remaining claims is currently scheduled for March 2022. Porch is unable to provide an estimate of the range or amount of potential loss across the remaining claims (if the outcome should be unfavorable); however, Porch has recorded an estimated accrual related to the claims underlying the aforementioned settlement. Porch intends to contest the remaining claims vigorously. Putative Wage and Hours Class Action A former employee of HireAHelper™ filed a complaint in San Diego County Superior Court in November 2020, asserting putative class action claims for failure to pay overtime, failure to pay compensation at the time of separation and unfair business practices in violation of California law. HireAHelper™ was served with the complaint in December 2020 and on January 28, 2021 Defendants removed the case to the United States District Court for the Southern District of California. The plaintiff seeks to represent all current and former non-exempt employees of HireAHelper™, Legacy Porch and Porch’s other affiliated companies in the State of California during the relevant time period. Plaintiffs seek damages for unpaid wages, liquidated damages, penalties, attorneys’ fees and costs for which Porch has recorded an estimated accrual for a contingent loss based on information currently known. The parties recently attended a mediation in an effort to resolve the matter. The mediation was successful, and a deal was reached. The parties have executed the long form settlement agreement and are awaiting preliminary approval by the court. Once preliminary approval is obtained, notices will go out to the putative class. After the notice period, the parties will seek final approval of the settlement from the court, and thereafter the settlement will be funded and complete. Other In addition, in the ordinary course of business, Porch and its subsidiaries are (or may become) parties to litigation involving property, personal injury, contract, intellectual property and other claims, as well as stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. Although the results of legal proceedings and claims cannot be predicted with certainty, neither Porch nor any of its subsidiaries is currently a party to any legal proceedings the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition or results of operations. Regulatory Requirements and Restrictions HOA is subject to the laws and regulations of the State of Texas and the regulations of any other states in which HOA conducts business. State regulations cover all aspects of HOA’s business and are generally designed to protect the interests of insurance policyholders, as opposed to the interests of stockholders. The Texas Insurance Code requires all property and casualty insurers to have a minimum of $2.5 million in capital stock and $2.5 million in surplus. HOA has capital and surplus in excess of this requirement. As of December 31, 2021, HOA’s total statutory surplus was $48.5 million (capital stock of $3 million and surplus of $45.5 million). The Texas Insurance Code limits dividends from insurance companies to their stockholders to net income accumulated in the Company’s surplus account, or “earned surplus.” The maximum dividend that may be paid without approval of the Insurance Commissioner is limited to the greater of 10% of the statutory surplus at the end of the preceding calendar year or the statutory net income of the preceding calendar year. No dividends were paid by HOA in 2021. In 2022, HOA is permitted to pay up to $4.8 million in dividends. HOA prepares its statutory-based financial statements in conformity with accounting practices prescribed or permitted by the Texas Department of Insurance. Prescribed statutory accounting practices primarily include those published as statements of Statutory Accounting Principles by the National Association of Insurance Commissioners, as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practice not so prescribed. As of December 31, 2021, there were no material permitted statutory accounting practices utilized by HOA. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Segment Information | 17. Segment Information Beginning in 2021, the Company has two reportable segments that are also our operating segments: Vertical Software and Insurance. Our reportable segments have been identified based on how our CODM manages our business, makes operating decisions and evaluates operating and financial performance. The chief executive officer acts as the CODM and reviews financial and operational information for our two reportable segments. Operating segments are components of an enterprise for which separate discrete financial information is available and operational results are regularly evaluated by the CODM for the purposes of making decisions regarding resource allocation and assessing performance. The change from our previous one reportable segment reflects changes in how the CODM manages the business, allocates resources, makes decisions and evaluates operating and financial performance. Our Vertical Software segment primarily consists of a vertical software platform for the home, providing software and services to home services companies, such as home inspectors, moving companies, utility companies, title companies and others, and includes software fee revenues from companies, and non-insurance revenue. The Vertical Software segment also includes per-lead and per-quote based revenue from insurance companies. Our Insurance segment offers various forms of homeowner insurance policies through its own insurance carrier and certain homeowner and auto insurance policies through its licensed insurance agency. The Insurance segment also includes home warranty service revenue. The following table provides the Company’s revenue by segment: Year Ended December 31, 2021 2020 2019 Segment revenues: Vertical Software $ 137,150 $ 63,799 $ 59,259 Insurance 55,283 4,166 — Divested Businesses — 4,334 18,336 Total segment revenue $ 192,433 $ 72,299 $ 77,595 During 2020, our insurance revenue was generated solely from third-party insurance carriers through EIG, which began its operations in early 2020. The Company had no insurance revenue in 2019. Our segment operating and financial performance measure is segment Adjusted EBITDA (loss). Segment Adjusted EBITDA (loss) is defined as revenue less the following expenses associated with our segments: cost of revenue, sales and marketing, product and technology, and general and administrative expenses. Segment Adjusted EBITDA (loss) also excludes non-cash items or items that management does not consider are reflective our ongoing core operations. Currently, we do not allocate any shared expenses to our reportable segments. We include these expenses in Corporate and Other. Corporate and Other includes shared expenses such as sales and marketing, certain product and technology, accounting, human resources, legal and general and administrative, and other income, expenses, gains and losses that are not allocated in assessing segment performance due to their function. Such transactions are excluded from the reportable segments results but included in reported consolidated results. The reconciliation of segment Adjusted EBITDA (loss) to consolidated loss from operations below includes the effects of corporate and other items that the CODM does not consider in assessing segment performance. The following tables provide financial information for our two reportable segments and reconciliations to consolidated financial information for the periods presented: Year Ended December 31, 2021 2020 2019 Segment adjusted EBITDA (loss): Vertical Software $ 20,733 $ 12,718 $ 4,616 Insurance 9,007 405 — Corporate and Other (53,760) (30,001) (36,645) Divested Businesses — (1,441) (4,806) Total segment adjusted EBITDA (loss) (24,020) (18,319) (36,835) Reconciling items: Depreciation and amortization (16,386) (6,644) (7,377) Non-cash stock-based compensation expense (38,592) (11,296) (35,972) Acquisition and related (income) expense (5,360) (311) (6,704) Non-cash long-lived asset impairment charge (550) (611) (1,534) Revaluation of contingent consideration 2,244 (1,700) 300 SPAC transaction bonus — (3,350) — Investment income and realized gains (701) — — Operating loss $ (83,365) $ (42,231) $ (88,122) The CODM does not review assets on a segment basis. As of December 31, 2021, goodwill for the Vertical Software segment and the Insurance segment was $182.8 million and $42.9 million, respectively. All of the Company’s revenue is generated in the United States. As of December 31, 2021, and 2020, the Company did not have assets located outside of the United States. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Parties | |
Related Parties | 18. 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 $3.2 million 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 $17.3 million 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 $17.3 million. In 2019, the CEO and founder of the Company purchased convertible promissory notes with an aggregate original principal balance of $1.0 million. 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 12. 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 $0.9 million on December 31, 2018, and $0.2 million quarterly from June 14, 2019 through March 14, 2020. The amended payment schedule provides for monthly installments of at least $0.1 million, as determined by the agreement, beginning in June 2019. The balance was paid in full in December 2021. In 2019, convertible promissory notes having an aggregate original principal balance of $16.6 million 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 of Directors 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 was a partner of a law firm retained by the Company in 2020 and 2019. While that family member was associated with this law firm, the Company purchased services in the amounts of $2.9 million and $0.9 million during the years ended December 31, 2020, and 2019, respectively. The amounts due to this law firm were $0 as of December 31, 2020. The family member was no longer associated with the law firm for the year-ended 2021. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Basic and Diluted Net Loss Per Share | |
Basic and Diluted Net Loss Per Share | 19. Basic and Diluted Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, RSUs, RSAs, convertible notes, earnout shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 Numerator: Net loss used to compute net loss per share $ (106,606) $ (54,032) $ (103,319) Induced conversion of preferred stock — (17,284) — Basic $ (106,606) $ (71,316) $ (103,319) Add: gain on warrant value — (2,427) — Diluted $ (106,606) $ (73,743) $ (103,319) Denominator: Weighted average shares outstanding used to compute loss per share: Basic 93,884,566 36,344,234 31,170,351 Dilutive effect of warrants — 29,981 — Diluted 93,884,566 36,374,215 31,170,351 Loss per share - basic (1.14) (1.96) $ (3.31) Loss per share - diluted $ (1.14) $ (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: 2021 2020 2019 Stock options 4,822,992 6,414,611 7,428,682 Restricted stock units and awards 2,712,762 2,581,902 495,633 Public and private warrants 1,795,700 8,625,000 — Earnout shares 2,050,000 6,150,000 — Legacy Porch warrants — — 3,060,530 Convertible debt (1) 16,998,130 — 1,734,264 (1) In connection with the September 16, 2021 issuance of the 2026 Notes, the Company used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to the Company’s common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing the conversion price for the Company from $25 per share to approximately $37.74 per share, which would result in 11,261,261 potentially dilutive shares instead of the shares reported in this table as of December 31, 2021. See Note 8 for additional information regarding the terms of warrants. See Note 9 for additional information regarding stock options and restricted stock units and awards. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events. | |
Subsequent Events | 20. Subsequent Events (a) On February 28, 2022, the Company entered into a definitive agreement (the “RWS Agreement”) to acquire certain businesses (the “Acquired RWS Businesses”) of RWS, Inc. (“RWS”) and its affiliates relating to the sale of home service plans and provision of software and services to home inspectors, through the acquisition of 100% of the equity interests of certain subsidiaries and sister companies of RWS. The aggregate consideration for the Acquired RWS Businesses will be approximately $33.0 million, comprised of cash and shares of the Company’s common stock. The sellers in the RWS Transaction will also be entitled to contingent consideration based on performance of certain product lines during the 54 months after the closing date. The portions of the RWS Acquired Businesses involving warranty operations in each of California and Florida are subject to regulatory approval, and as such a portion of the purchase price will be deferred until approval is received for California and for Florida. If regulatory approval is not received for California and/or Florida than the applicable portion of deferred purchase price will not be paid. The remainder of the consideration payable to the sellers pursuant to the RWS Agreement (other than pursuant to the contingent consideration and the deferred closing described earlier in this paragraph) will be paid at the initial closing (the “RWS Closing”) of the transactions contemplated by the RWS Agreement. The RWS Closing is subject to customary closing conditions and is expected to occur early in the second quarter of 2022. (b) In February 2022, the Compensation Committee granted 2021 annual equity awards to the CEO with an aggregate grant value of $5.0 million, consisting of (i) 883,740 performance-based restricted stock units (“CEO PRSUs”) with a grant value of $3.75 million and (ii) 144,844 time-based RSUs (“CEO RSUs”) with a grant date value of $1.25 million. In addition, the Compensation Committee granted a Together We Win RSU award to the CEO (“CEO TWW RSUs”), consisting of 695,249 RSUs with a grant value of $6.0 million. CEO PRSUs were valued using a Monte Carlo simulation model. One One 30-month Each CEO RSU will vest ratably on a quarterly basis on the first day of each quarter, beginning January 1, 2022, over the applicable vesting period (30 months for CEO RSUs and 36 months for CEO TWW RSUs), beginning October 1, 2021, provided the CEO continues to serve as an employee of the Company through the applicable vesting date (subject to specified exceptions). All February 2022 CEO awards have a minimum post-vesting holding period of three years from their respective vesting dates. |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2021 | |
Schedule I: Condensed Financial Information of Registrant | |
Schedule I: Condensed Financial Information of Registrant | Schedule I: Condensed Financial Information of Registrant Porch Group, Inc. Condensed Balance Sheets (Parent Company Only) (all numbers in thousands, except share amounts) December 31, 2021 2020 Assets Investment in subsidiary $ 661,619 $ 189,097 Total assets $ 661,619 $ 189,097 Liabilities and Stockholders’ Equity Current liabilities Accrued expenses and other current liabilities 930 — Total current liabilities 930 — Long-term debt 414,585 — Earnout liability, at fair value 1 13,866 50,238 Private warrant liability, at fair value 2 15,193 31,534 Total liabilities 444,574 81,772 Commitments and contingencies Stockholders’ equity Common stock, $0.0001 par value: 10 8 Authorized shares – 400,000,000 and 400,000,000, respectively Issued and outstanding shares – 97,961,597 and 81,669,151 , respectively Additional paid-in capital 641,406 424,823 Accumulated other comprehensive loss (259) — Accumulated deficit (424,112) (317,506) Total stockholders’ equity 217,045 107,325 Total liabilities and stockholders’ equity $ 661,619 $ 189,097 1 Fair Value) Stock-Based Compensation) 2 - Fair Value) Equity and Warrants) See notes to condensed financial statements. Porch Group, Inc. Condensed Statements of Comprehensive Loss (Parent Company Only) (all numbers in thousands) For the period from Year ended December 23, 2020 December 31, 2021 to December 31, 2020 Operating expenses: General and administrative $ 4,079 $ 56 Operating loss (4,079) (56) Other income (expense): Interest expense (1,573) — Change in fair value of earnout liability 1 (18,519) — Change in fair value of private warrant liability 1 (15,389) 2,427 Equity in net income (loss) of subsidiary (67,046) 1,360 Total other income (expense) (102,527) 3,787 Loss before income taxes (106,606) 3,731 Income tax benefit (expense) — — Net loss attributable to Porch Group, Inc. $ (106,606) $ 3,731 Other comprehensive loss (259) — Comprehensive loss attributable to Porch Group, Inc. $ (106,865) $ 3,731 1 Fair Value) . See notes to condensed financial statements. Porch Group, Inc. Condensed Statements of Cash Flows (Parent Company Only) (all numbers in thousands) For the period from Year ended December 23, 2020 December 31, 2021 to December 31, 2020 Cash flows from operating activities: Net (loss) income $ (106,606) $ 3,731 Adjustments to reconcile net loss to net cash used in operating activities Equity in net loss of subsidiary 67,046 (1,360) Loss (gain) on remeasurement of private warrant liability 15,389 (2,427) Loss on remeasurement of earnout liability 18,519 — Interest expense (non-cash) 643 — Change in operating assets and liabilities, net of acquisitions and divestitures Accrued expenses and other current liabilities 930 — Net cash used in operating activities (4,079) (56) Cash flows from investing activities: Investment in subsidiary (458,697) (269,425) Net cash used in investing activities (458,697) (269,425) 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 413,537 — Capped call transactions (52,913) — Proceeds from exercises of warrants 126,741 — Proceeds from exercises of stock options and Legacy Porch warrants 4,288 — Income tax withholdings paid upon vesting of restricted stock units (28,877) — Net cash provided by financing activities 462,776 269,481 Net change in cash, cash equivalents, and restricted cash $ — $ — Cash, cash equivalents, and restricted cash, beginning of period $ — $ — Cash, cash equivalents, and restricted cash end of period $ — $ — See notes to condensed financial statements. Porch Group, Inc. Notes to Condensed Financial Statements (Parent Company Only) Basis of Presentation The accompanying condensed financial statements of Porch Group, Inc. (referred to in this section as the “Parent Company”) should be read in conjunction with the consolidated financial statements and notes thereto included in this Annual Report on Form 10-K. These condensed Parent Company only financial statements have been prepared using the same accounting principles and policies described in the notes , with the only exception being that the Parent Company accounts for investments in its subsidiaries using the equity method. Porch Group, Inc. became the Parent Company as a result of the Merger in December 2020. See Note 1 (Description of Business and Summary of Significant Accounting Policies) for additional information on the Merger included in the consolidated financial statements elsewhere in this Annual Report. As a result, these Parent Company only financial statements reflect the periods following this Merger event. Long-term Debt The information relating to long-term debt and interest expense relates to our convertible senior notes and is described in Note 7 – Debt in the notes to the accompanying consolidated financial statements. Accrued expenses and other current liabilities include accrued interest on our convertible senior notes. Condensed Statements of Comprehensive Loss On the condensed statements of comprehensive loss, other comprehensive loss represents activity of Porch.com, Inc. and includes net unrealized gains on available-for-sale securities. Condensed Statements of Cash Flows The Parent Company does not hold any cash but has access to funds maintained in Porch.com, Inc. to meet its holding company obligation. Commitments and contingencies See Note 16 for information pending and threatened litigation. Income Taxes The Parent Company’s financial statements recognize the current and deferred income tax consequences that result from its activities pursuant to the provisions of ASC 740 as if it were a separate taxpayer rather than a member of the Parent Company’s consolidated income tax group. No income tax benefit is recognized for its net operating loss and other deferred tax assets because realization of these future deductions does not meet the more likely than not standard such that they are subject to a full valuation allowance. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
December 23, 2020 Merger | December 23, 2020 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. 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 restricted stock units 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 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 $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 |
COVID-19 Update | COVID-19 Update The novel coronavirus disease 2019 (“COVID-19”) and the measures adopted by government entities in response to it have adversely affected Porch’s business operations beginning March of 2020. The impact of the COVID-19 pandemic and related government mitigation measures impaired Porch’s ability to conduct ordinary business activities during 2020, and there may continue to be some impairment for an indefinite period. 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 remain uncertain at this time. Porch expects the COVID-19 pandemic to continue to have an uncertain impact on future revenues and results of operations, but is unable to predict the size and duration of such impact. |
Basis of Presentation | 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 Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of adjustments related to unrealized gains and losses on available-for-sale securities. |
Reclassifications | Reclassifications Certain reclassifications to 2020 and 2019 balances were made to conform to the current period presentation in the consolidated statements of operations 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, estimated lifetime value of the commissions, current estimate for credit losses, depreciable lives for property and equipment, the valuation of and useful lives for acquired intangible assets, goodwill, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation expense, unpaid losses for insurance claims and loss adjustment expenses, contingent consideration, earnout liabilities and private warrant liabilities, are evaluated by management. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to credit risk consist principally of cash, money market accounts on deposit with financial institutions, money market funds, certificates of deposit and fixed-maturity securities, as well as receivable balance in the course of collection. The Company’s insurance carrier subsidiary has exposure and remains liable in the event of an insolvency of one of its primary reinsurers. Management and its reinsurance intermediary regularly assess the credit quality and ratings of its reinsurer base companies. Five reinsurers represented more than 10% individually, and 68% in aggregate, of the Company’s insurance subsidiary’s total reinsurance receivables as of December 31, 2021. Substantially all of the Company’s insurance-related revenues in the Insurance segment are derived from customers in Texas (which represent approximately 61% of such revenues in 2021), South Carolina, North Carolina, Georgia, Virginia and Arizona, which could be adversely affected by economic conditions, an increase in competition, or environmental impacts and changes. No individual customer represented more than 10% of the Company’s total revenue for the years ended December 31, 2021, 2020 or 2019. As of December 31, 2021 and 2020, no individual customer accounted for 10% or more of the Company’s total accounts receivable. As of December 31, 2021, the Company held approximately $262.4 million of cash with one U.S. commercial bank. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash equivalents as of December 31, 2021 includes $0.3 million held in certificates of deposits and money market mutual funds pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, $5.9 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in twenty five The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: December 31, 2021 December 31, 2020 Cash and cash equivalents $ 315,741 $ 196,046 Restricted cash and restricted cash equivalents - current 8,551 11,407 Restricted cash and restricted cash equivalents - non-current 500 — Cash, cash equivalents and restricted cash $ 324,792 $ 207,453 |
Investments | Investments The Company’s investments are primarily comprised of short-term certificates of deposit, U.S. Treasury, corporate and municipal bonds and notes, and mortgage-backed securities and are classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss) (“AOCI”). Investments are classified as current or non-current based upon the remaining maturity of the investment. Amortization of premium and accretion of discount are computed using the effective interest method. The amortization of discounts and premiums on mortgage-backed securities takes into consideration actual and future estimated principal prepayments. The Company utilizes estimated prepayment speed information obtained from published sources. The effects of the yield of a security from changes in principal prepayments are recognized prospectively. The degree to which a security is susceptible to yield adjustments is influenced by the difference between its carrying value and par, the relative sensitivity of the underlying mortgages backing the assets to prepayment in a changing interest rate environment, and the repayment priority for structured securities. The Company evaluates whether declines in the fair value of its investments below amortized cost are other-than-temporary. This evaluation includes the Company’s ability and intent to hold the security until an expected recovery occurs, the severity and duration of the unrealized loss, as well as all available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable forecasts, when developing estimates of cash flows expected to be collected. Realized gains and losses on sales of investments are determined using the specific-identification method. The following table presents investments pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors. December 31, 2021 Certificates of deposit $ 2,164 U.S. Treasury notes 1,276 $ 3,440 $1.3 million of pledged certificates of deposit are included in short-term investments, and $1.3 million of pledged U.S. Treasury notes and $0.9 million of pledged certificates of deposit are included in long-term investments, on the accompanying consolidated balance sheet as of December 31, 2021. |
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 December 31, 2021 and 2020, was $0.4 million and $0.5 million, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. The Company records the amount of renewal insurance commissions expected to be collected in the next twelve months as current accounts receivable. |
Deferred Policy Acquisition Costs | Deferred Policy Acquisition Costs The Company capitalizes deferred policy acquisitions costs (“DAC”) which consist primarily of commissions, premium taxes and policy underwriting and production expenses that are directly related to the successful acquisition by the Company’s insurance subsidiary of new or renewal insurance contracts. DAC are amortized to expense on a straight-line basis over the terms of the policies to which they relate, which is generally one year. The amortization of DAC is included in sales and marketing expense in the consolidated statements of operations and comprehensive loss. DAC is also reduced by ceding commissions paid by reinsurance companies which represent recoveries of acquisition costs. DAC is periodically reviewed for recoverability and adjusted if necessary. Future investment income is considered in determining the recoverability of DAC. As of December 31, 2021, DAC of $4 million is included in prepaid expenses and other current assets. Changes in DAC for the period since the acquisition date of April 5, 2021 are as follows: 2021 Deferred policy acquisition costs balance at April 5 $ — Capitalized costs 51,795 Amortized costs (18,781) Deferred policy acquisition costs at December 31, 2021 (gross) 33,014 Ceded deferred policy acquisition costs (29,026) Deferred policy acquisition costs at December 31, 2021 (net) $ 3,988 |
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 statements 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, 2021, 2020 and 2019. Intangible assets consist of acquired customer relationships, technology, trademarks and trade names, renewal rights, insurance licenses, value of businesses acquired, and related assets that are amortized over their estimated useful lives. Certain intangible assets are considered to have indefinite lives. We test indefinite-lived intangible assets for impairment annually on the first day of our third quarter and whenever events or circumstances arise that indicate an impairment may exist. There were no impairment losses recorded during the years ended December 31, 2021, 2020 and 2019. |
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 $0.6 million, $0.6 million and $1.1 million during 2021, 2020 and 2019, respectively, and are included in product and technology expense in the consolidated statements of operations. |
Losses and Loss Adjustment Expenses Reserves | Losses and Loss Adjustment Expenses Reserves The liability for losses and loss adjustment expenses (“LAE”) is an estimate of the amounts required to cover known incurred losses and LAE, and is developed through the review and assessment of loss reports, along with the analysis of known claims. These reserves include management’s estimate of the amounts for losses incurred but not reported (“IBNR”), based on evaluation of overall loss reporting patterns as well as the loss development cycles of individual claim cases. Although management believes that the balance of these reserves is adequate, as such liabilities are necessarily dependent on estimates, the ultimate expense may be more or less than the amounts presented. The approach and methods for developing these estimates and for recording the resulting liability are continually reviewed. Any adjustments to this reserve are recognized in the consolidated statements of operations. Losses and LAE, less related reinsurance are charged to expense as incurred. |
Reinsurance | Reinsurance In the normal course of business, the Company continually monitors its risk exposure and seeks to reduce the overall exposure to losses that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk with other insurance enterprises or reinsurers. The Company only engages quality, financially rated reinsurers and continually monitors the financial ratings of these companies through its brokers. The amount and type of reinsurance employed is based on management’s analysis of liquidity as well as its estimates of probable maximum loss and evaluation of the conditions within the reinsurance market. Reinsurance premiums, expense reimbursements, and reserves related to reinsured business are accounted for on a basis consistent with those used for the original policies issued and the terms of the reinsurance contracts. Premiums paid for reinsurance are recognized as reductions of revenue. |
Other Insurance Liabilities, Current | Other Insurance Liabilities, Current The following table details the components of other insurance liabilities, current in the consolidated balance sheets: December 31, 2021 Ceded reinsurance premiums payable $ 22,523 Funds held under reinsurance treaty 2,206 Commissions payable, reinsurers and agents 10,697 General and accrued expenses payable 321 Advance premiums 4,277 Other insurance liabilities, current $ 40,024 |
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 prior to the third anniversary of the Merger. One The earnout shares are accounted for as a derivative financial instrument, which is classified as a liability and periodically measured at fair value, with changes in fair value recognized in the consolidated statements of operations. Note 4 denotes the beginning and ending balances of the earnout share liability, and activity recognized during the period. |
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 1, 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 Fair value principles require disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows: Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date; Level 2 Observable inputs, other than 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 Recognition | Revenue Recognition The Company generates its Core Services Revenue from (1) fees received for connecting homeowners to individual contractors, small business service providers and large enterprise service providers, (2) commissions from third-party insurance and warranty carriers, and (3) insurance and warranty premiums, policy fees and other insurance-related fees generated through its own insurance carrier. The Company’s Managed Services Revenue is generated from fees received for providing select and limited services directly to homeowners. The Company’s Software and Service Subscription Revenue is generated from fees received for providing subscription access to the Company’s software platforms and subscription services across various industries. Effective January 1, 2019, the Company’s revenue recognition policy for non-insurance contracts follows guidance from ASC 606, Revenue from Contracts with Customers 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 and commissions from third-party insurance and warranty carriers ( Core Services Revenue Managed Services Revenue), Software Subscription Revenue 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. Core Services Revenue Core Services Revenue is generated by the Company connecting third-party service providers (“Service Providers”) with homeowners that meet pre-defined criteria and who may be looking for relevant services. Revenue generated from Service Providers is recognized at a point in time upon the connection of a homeowner 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 activated service, (fixed consideration) or a percentage of the revenue the Service Provider ultimately generates through the homeowner connection (variable consideration). When the transaction price is variable, the transaction price is constrained and limited to an amount the Company believes is not probable of significant reversal. 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 third-party insurance carriers. The transaction price for these arrangements is the estimated lifetime value (“LTV”) of the commissions to be paid by the third-party carrier for the policies sold. The LTV represents fixed first-year commission upon sale of the policy as well as the estimated variable future renewal commissions expected. 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 for an insurance carrier, the Company has no additional or ongoing contractual obligation to the policyholder or insurance carrier. The Company estimates LTV each period 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. 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. If the identifies changes that it believes are indicative of an increase or decrease to prior period LTVs, the Company will update its estimates of variable consideration. There were no changes to the estimated variable consideration for the periods presented. Starting in April 2021, through the newly acquired Homeowners of America Holding Corporation and its subsidiaries (collectively, “ HOA”), the Company is authorized to write various forms of homeowners insurance. Insurance-related revenues included in Core Services Revenue primarily relate to premiums, policy fees, ceding commissions and reinsurance profit share. Premiums are recognized as revenue over the policy term. The portion of premiums related to the unexpired term of policies in force as of the end of the reporting period and to be earned over the remaining term of these policies, is deferred and reported as deferred revenue. Policy fees include application fees, which are intended to offset the costs incurred in establishing the insurance policy. Policy fees on policies where premium is traditionally paid in full upon inception of the policy are recognized when written. Excess ceding commissions represent the commissions from reinsurers in excess of the portion which represents the reimbursement of acquisition costs associated with insurance risk ceded to reinsurers and is earned on a pro-rata basis over the life of the insurance policy. Reinsurance profit share is additional ceding commissions payable to the Company based on attaining specified loss ratios within individual treaty years. Reinsurance profit share income is recognized when earned, which includes adjustments to earned reinsurance profit share based on changes in incurred losses. Starting in September 2021, through the newly acquired American Home Protect (“AHP”), the Company is a provider of whole home warranty policies across the United States. AHP’s warranty policies typically cover a three-year period. Revenue for these policies is recognized over the actual warranty coverage period for each individual policy. Managed Services Revenue Managed services revenue includes fees earned from providing a variety of services directly to the homeowner, including handyman and moving services. The Company generally invoices for managed services projects on a fixed fee or time and materials basis as contractually agreed-upon with the end customer (e.g., the transaction price). 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 it 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 Software and Service Subscription Revenue is primarily generated from the vertical software services provided to home inspectors, roofing companies, title insurance companies, mortgage companies, and other home services companies. The Company does not provide the customer with the right to take possession of any part of the software supporting the cloud-based application services. The Company also provides certain data analytics, transaction monitoring and marketing services under subscription contracts. The Company’s typical subscription contracts are monthly contracts in which pricing is based on a specified volume of activity 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 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, which generally consist of sales commissions to employees. As of December 31, 2021, the Company had $0.4 million of capitalized costs in prepaid expenses and other current assets, and $0.4 million in other assets on the consolidated balance sheets. The capitalized contract costs are amortized over an estimated period of benefit. $0.1 million of amortization of capitalized costs for the year ending December 31, 2021, was recorded as a component of selling and marketing expenses in the accompanying consolidated statements of operations. 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. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of third-party providers for moving labor and services under the Managed Services model, insurance claims losses and loss adjustment expenses including warranty claims, data costs related to marketing campaigns, certain call center costs, credit card processing and merchant fees and operational cost of SaaS businesses. |
Product and Technology Development | Product and Technology Development Product and technology development costs primarily include payroll, employee benefits, stock-based compensation expense, other headcount-related costs associated with product development, net of costs capitalized as internally developed software, cloud computing, hosting and other technology costs, software subscriptions, professional services, and amortization of internally developed software. |
Advertising | Advertising Advertising costs are expensed as incurred. During the years ended December 31, 2021, 2020 and 2019, the Company incurred $3.6 million, $2.2 million, and $3.7 million 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 The Company accounts for income taxes in accordance with ASC 740, Income Taxes 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, including market-based 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 | 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 consolidated statements 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 consolidated statements of operations: Year Ended December 31, 2021 2020 2019 Loss on remeasurement of debt $ — $ (895) $ (6,159) Loss on remeasurement of Legacy Porch warrants — (2,584) (2,090) Transaction costs - recapitalization — (3,974) — Gain on settlement of accounts payable 175 796 735 Other, net 165 (274) 30 $ 340 $ (6,931) $ (7,484) |
Emerging Growth Company Status | Emerging Growth Company Status The Company was an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). In accordance with the JOBS Act, the Company previously elected to 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 met certain thresholds for qualification as a “large accelerated filer” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Therefore, the Company no longer has EGC status as of December 31, 2021. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The guidance in ASU No. 2020-06 is required for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2021, for public business entities. Early adoption is permitted, but no earlier than annual reporting periods beginning after December 15, 2020, including interim periods within those annual reporting periods. The Company early adopted this guidance for the fiscal year beginning January 1, 2021, and did so on a modified retrospective basis, without requiring any adjustments. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326 Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief In February 2016, the FASB issued ASU 2016-02, Leases To reduce the burden of adoption and ongoing compliance with Topic 842, a number of practical expedients and policy elections are available under the new guidance. The Company elected the package of practical expedients permitted under the transition guidance, which among other things, did not require reassessment of whether contracts entered into prior to adoption are or contain leases, and allowed carryforward of the historical lease classification for existing leases. The Company has not elected to adopt the “hindsight” practical expedient, and therefore measured the ROU asset and lease liability using the remaining portion of the lease term at adoption on January 1, 2021. The Company made an accounting policy election under Topic 842 not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease (or January 1, 2021 for existing leases upon the adoption of Topic 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Subsequent changes in index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. Payments for terminating the lease are included in the lease payments only when it is probable they will be incurred. The Company’s leases may include a non-lease component representing additional services transferred to the Company, such as common area maintenance for real estate. The Company made an accounting policy election to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Non-lease components that are variable in nature are recorded in variable lease expense in the period incurred. The Company uses its incremental borrowing rate to determine the present value of lease payments, as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment. Judgement is applied in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, currency, and economic environment in determining the incremental borrowing rate to apply to each lease. Adoption of Topic 842 resulted in the recording of ROU assets and lease liabilities related to the Company’s operating leases of approximately $1.3 million and $1.4 million, respectively, on January 1, 2021. The adoption of the new lease standard did not materially impact our consolidated net loss or consolidated cash flows and did not result in a cumulative-effect adjustment to the opening balance of retained earnings. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Schedule of cash, cash equivalents and restricted cash | December 31, 2021 December 31, 2020 Cash and cash equivalents $ 315,741 $ 196,046 Restricted cash and restricted cash equivalents - current 8,551 11,407 Restricted cash and restricted cash equivalents - non-current 500 — Cash, cash equivalents and restricted cash $ 324,792 $ 207,453 |
Schedule of investments pledged to the Department of Insurance | December 31, 2021 Certificates of deposit $ 2,164 U.S. Treasury notes 1,276 $ 3,440 |
Schedule of changes in DAC | Changes in DAC for the period since the acquisition date of April 5, 2021 are as follows: 2021 Deferred policy acquisition costs balance at April 5 $ — Capitalized costs 51,795 Amortized costs (18,781) Deferred policy acquisition costs at December 31, 2021 (gross) 33,014 Ceded deferred policy acquisition costs (29,026) Deferred policy acquisition costs at December 31, 2021 (net) $ 3,988 |
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 insurance liabilities, current | December 31, 2021 Ceded reinsurance premiums payable $ 22,523 Funds held under reinsurance treaty 2,206 Commissions payable, reinsurers and agents 10,697 General and accrued expenses payable 321 Advance premiums 4,277 Other insurance liabilities, current $ 40,024 |
Schedule of components of other income (expense), net | Year Ended December 31, 2021 2020 2019 Loss on remeasurement of debt $ — $ (895) $ (6,159) Loss on remeasurement of Legacy Porch warrants — (2,584) (2,090) Transaction costs - recapitalization — (3,974) — Gain on settlement of accounts payable 175 796 735 Other, net 165 (274) 30 $ 340 $ (6,931) $ (7,484) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of disaggregation of revenue | 2021 2020 2019 Core services revenue $ 98,275 $ 53,048 $ 49,449 Managed services revenue 37,154 11,579 21,888 Software and service subscription revenue 57,004 7,672 6,258 Total revenue $ 192,433 $ 72,299 $ 77,595 |
Summary of the activity impacting the contract assets | 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 Estimated lifetime value of insurance policies sold by carriers 8,089 Cash receipts (2,234) Balance at December 31, 2021 $ 9,384 |
Summary of the activity impacting the contract liabilities | Contract Liabilities Balance at January 1, 2019 $ — 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 Additions to contract liabilities 3,403 Additions to contract liabilities – significant financing component interest 163 Contract liabilities transferred to revenue (6,250) Repayment of contract liability (887) Impact of acquisitions 15,652 Balance at December 31, 2021 $ 15,274 |
ASC 606 | |
Summary of the activity impacting deferred revenue | Vertical Software Insurance Total Deferred Revenue Deferred Revenue Deferred Revenue Balance at January 1, 2019 $ 4,553 $ — $ 4,553 Adoption of ASC 606 (940) — (940) Revenue recognized (7,490) — (7,490) Additional amounts deferred 6,686 — 6,686 Impact of acquisitions 670 — 670 Impact of divestitures (146) — (146) Balance at December 31, 2019 3,333 — 3,333 Revenue recognized (4,923) — (4,923) Additional amounts deferred 6,602 — 6,602 Impact of acquisitions 196 — 196 Balance at December 31, 2020 5,208 — 5,208 Revenue recognized (1) (8,103) (230,616) (239,942) Additional amounts deferred 5,539 286,292 293,054 Impact of acquisitions 1,170 141,595 142,765 Balance at December 31, 2021 $ 3,814 $ 197,271 $ 201,085 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments | |
Schedule of gain on investments | Investment income, net of investment expenses $ 768 Realized gains on investments 62 Realized losses on investments (129) Investment income and realized gains, net of investment expenses $ 701 |
Summary of amortized cost, market value and unrealized gains (losses) of debt securities | December 31, 2021 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasuries $ 5,452 $ 1 $ (36) $ 5,417 Obligations of states, municipalities and political subdivisions 8,913 21 (84) 8,850 Corporate bonds 31,491 89 (155) 31,425 Residential and commercial mortgage-backed securities 14,387 34 (139) 14,282 Other loan-backed and structured securities 7,637 5 (41) 7,601 Total debt securities $ 67,880 $ 150 $ (455) $ 67,575 |
Summary of remaining Time to Maturity | December 31, 2021 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 8,043 $ 8,026 Due after one year through five years 21,055 20,906 Due after five years through ten years 14,959 14,939 Due after ten years 1,799 1,821 Residential and commercial mortgage-backed securities 14,387 14,282 Other loan-backed and structured securities 7,637 7,601 Total $ 67,880 $ 67,575 |
Summary of securities with gross unrealized loss position | Less Than Twelve Months Twelve Months or Greater Total Gross Gross Gross Unrealized Fair Unrealized Fair Unrealized Fair At December 31, 2021 Loss Value Loss Value Loss Value U.S. Treasuries $ (36) $ 5,007 $ — $ — $ (36) $ 5,007 Obligations of states, municipalities and political subdivisions (84) 4,292 — — (84) 4,292 Corporate bonds (155) 15,446 — — (155) 15,446 Residential and commercial mortgage-backed securities (139) 9,687 — — (139) 9,687 Other loan-backed and structured securities (41) 6,818 — — (41) 6,818 Total securities $ (455) $ 41,250 $ — $ — $ (455) $ 41,250 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds $ 17,318 $ — $ — $ 17,318 Debt securities: U.S. Treasuries 5,417 — — 5,417 Obligations of states and municipalities — 8,850 — 8,850 Corporate bonds — 31,425 — 31,425 Residential and commercial mortgage-backed securities — 14,282 — 14,282 Other loan-backed and structured securities — 7,601 — 7,601 $ 22,735 $ 62,158 $ — $ 84,893 Liabilities Contingent consideration - business combinations $ — $ — $ 9,617 $ 9,617 Contingent consideration - earnout — — 13,866 13,866 Private warrant liability — — 15,193 15,193 $ — $ — $ 38,676 $ 38,676 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 |
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 — 10,374 — Settlements (54,891) (2,062) (31,730) Change in fair value, loss (gain) included in net loss (1) 18,519 (2,244) 15,389 Fair value as of December 31, 2021 $ 13,866 $ 9,617 $ 15,193 Redeemable Contingent Convertible Contingent Consideration - Private Preferred Stock Consideration - Business Warrant Warrants FVO Notes Earnout Combinations Liability Fair value as of January 1, 2020 $ 6,684 $ 11,659 $ — $ 100 $ — Additions 1,762 — 50,238 1,749 33,961 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 $ — $ — $ 50,238 $ 3,549 $ 31,534 Redeemable Contingent Convertible Consideration - Preferred Stock Business Warrants FVO Notes Combinations 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 and FVO Notes 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. |
Property, Equipment, and Soft_2
Property, Equipment, and Software (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Equipment, and Software | |
Schedule of property, equipment, and software net | December 31, 2021 2020 Software and computer equipment $ 7,287 $ 1,381 Furniture, office equipment, and other 2,006 567 Internally developed software 13,102 10,741 Leasehold improvements 2,191 1,112 24,586 13,801 Less: Accumulated depreciation and amortization (17,920) (9,208) Property, equipment, and software, net $ 6,666 $ 4,593 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets | Weighted Average Intangible Intangible Useful Life Assets, Accumulated Assets, (in years) gross Amortization Net Customer relationships 9.0 $ 56,810 $ (6,760) $ 50,050 Acquired technology 5.0 48,135 (10,095) 38,040 Trademarks and tradenames 12.0 25,389 (2,587) 22,802 Non-compete agreements 2.0 450 (251) 199 Value of business acquired 1.0 400 (294) 106 Renewal rights 6.0 9,734 (811) 8,923 Trademarks and tradenames Indefinite 4,750 — 4,750 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 150,628 $ (20,798) $ 129,830 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 |
Schedule of Estimated intangibles amortization expense | Estimated Amortization Expense 2022 $ 21,419 2023 20,773 2024 19,722 2025 16,648 2026 8,718 Thereafter 32,840 $ 120,120 |
Summary of changes in the carrying amount of goodwill | Goodwill Balance as of January 1, 2019 $ 21,305 Acquisitions 916 Divestitures (3,657) Purchase price adjustments (290) Balance as of December 31, 2019 18,274 Acquisitions 10,176 Divestitures (161) Balance as of December 31, 2020 28,289 Acquisitions 197,365 Balance as of December 31, 2021 $ 225,654 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of debt | At December 31, 2021, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value Convertible senior notes, due 2026 $ 425,000 $ — $ (10,785) $ 414,215 Other notes 600 (80) — 520 $ 425,600 $ (80) $ (10,785) $ 414,735 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 |
Schedule of minimum principal payment commitments | Minimum principal payment commitments as of December 31, 2021, are as follows: Principal Payments 2022 $ 150 2023 150 2024 150 2025 150 2026 425,000 Thereafter — $ 425,600 |
Equity and Warrants (Tables)
Equity and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity and Warrants | |
Summary of fully diluted capital structure | December 31, 2021 2020 Issued and outstanding common shares 95,911,597 75,519,151 Earnout common shares (Note 1 and Note 9) 2,050,000 6,150,000 Total common shares issued and outstanding 97,961,597 81,669,151 Common shares reserved for future issuance: Public warrants — 8,625,000 Private warrants 1,795,700 5,700,000 Common stock options outstanding 4,822,992 6,414,611 Restricted stock units and awards (Note 9) 2,717,154 2,581,902 2020 Equity Plan pool reserved for future issuance (Note 9) 8,126,263 11,137,824 Convertible senior notes, due 2026 (1) 16,998,130 — Total shares of common stock outstanding and reserved for future issuance 132,421,836 116,128,488 (1) In connection with the September 16, 2021 issuance of the 2026 Notes, the Company used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to the Company’s common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing the conversion price for the Company from $25 per share to approximately $37.74 per share, which would result in 11,261,261 potentially dilutive shares instead of the shares reported in this table. |
Schedule of warrant activity | Redeemable Convertible Preferred Stock Weighted- Average Number of Exercise Warrants Price Balances as of January 1, 2020 965,157 $ 4.39 Warrants granted 209,384 5.62 Warrants exercised — — Warrants cancelled (1,174,541) 4.60 Balances as of December 31, 2020 — $ — |
Schedule of Stockholders' Equity Note, Warrants or Rights | Number of Number of Common Warrants Shares Issued Cash Received Balances as of January 1, 2021 14,325,000 — $ — Cash exercises (11,023,376) 11,023,376 126,741 Cashless exercises (1,329,454) 498,036 — Canceled (176,470) — — Balances as of December 31, 2021 1,795,700 11,521,412 $ 126,741 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Schedule of stock-based compensation expense | 2021 2020 2019 Secondary market transaction $ 1,933 $ 1,616 $ 33,232 Employee earnout restricted stock 22,961 — — Employee awards 13,698 9,680 2,740 Total operating expenses $ 38,592 $ 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 December 31, 2020 6,414,611 $ 2.85 7.8 73,260 Options granted 297,343 15.10 Options exercised (1,700,557) 2.56 Options forfeited (180,985) 5.08 Options canceled or expired (7,420) 4.30 Balances as of December 31, 2021 4,822,992 $ 3.63 7.0 $ 57,973 Exercisable at December 31, 2021 3,160,534 $ 2.87 6.5 $ 40,205 |
Schedule of fair value of assumptions | 2021 2020 2019 Risk-free interest rate 0.9 – 1.3 % 0.3 – 0.6 % 1.6 – 1.9 % Expected term (years) 5 – 6 5 – 6 3 – 6 Dividend yield — — — Volatility 60 – 61 % 59 – 60 % 46 – 51 % Weighted-average grant fair value per share $8.23 $2.26 $0.85 |
Schedule of restricted stock activity | Number of Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2021 2,415,140 $ 3.64 Granted 2,955,252 18.87 Vested (2,386,853) 4.30 Canceled (270,777) 11.67 Balances as of December 31, 2021 2,712,762 $ 18.77 |
Summary of the activity of restricted stock awards | Number of Restricted Stock Awards Balances as of January 1, 2021 166,762 Shares granted — Shares vested (162,370) Shares forfeited — Balances as of December 31, 2021 4,392 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of components of the income tax (benefit) provision | 2021 2020 2019 Current: Federal $ 1,065 $ — $ — State (205) (71) (67) Total current 860 (71) (67) Deferred Federal 8,561 1,433 (21) State 852 327 (8) Total deferred 9,413 1,760 (29) Income tax benefit (expense) $ 10,273 $ 1,689 $ (96) |
Schedule of significant deferred tax assets and deferred tax liabilities | December 31, December 31, 2021 2020 Deferred tax assets Accrued expenses $ 1,070 $ 1,114 Stock-based compensation 1,753 2,469 Deferred revenue 37,108 2,036 Property and equipment — 229 Intangibles — 452 Goodwill 357 1,444 Operating lease liabilities 1,126 — Loss and loss adjustment reserves 11,971 — Other 10 8 Net operating losses 87,802 50,119 Disallowed interest 5,098 6,385 Valuation allowance (88,613) (63,317) Total deferred tax assets 57,682 939 Deferred tax liabilities Property and equipment (50) — Intangibles (10,660) — Operating lease right-of-use assets (1,091) — Deferred policy acquisition costs (857) — Reinsurance balance due (44,197) — Internally developed software (1,180) (943) Total deferred tax liabilities (58,035) (943) Net deferred tax liabilities $ (353) $ (4) |
Schedule of reconciliation of the income tax (benefit) provision | 2021 2020 2019 Tax computed at federal statutory rate $ 24,492 $ 11,702 $ 21,677 State tax, net of federal tax benefit 5,531 2,097 1,475 Other 347 (803) (515) Loss on disposition — — (1,049) Compensation 12,821 1,148 (6,507) Officer compensation (5,306) (176) — Debt transactions (1,791) 824 (2,145) Enacted tax rate changes 123 159 119 Return to provision (648) 502 991 Valuation allowance (25,296) (13,764) (14,142) Income tax benefit (expense) $ 10,273 $ 1,689 $ (96) |
Business Combinations and Dis_2
Business Combinations and Disposals (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of estimated fair value of the assets acquired and liabilities assumed for business combinations | Weighted Average Useful Life (in years) V12 Data HOA Rynoh AHP Floify Other Acquisitions Total Purchase consideration: Cash $ 20,196 $ 84,370 $ 32,302 $ 43,750 $ 75,959 $ 27,121 $ 283,698 Issuance of common stock — 22,773 — — 9,908 3,026 35,707 Holdback liabilities and amounts in escrow 150 1,000 3,500 2,500 900 1,775 9,825 Contingent consideration - equity-classified — 6,685 — — — — 6,685 Contingent consideration - liability-classified 1,410 — — — 8,632 327 10,369 Total purchase consideration: $ 21,756 $ 114,828 $ 35,802 $ 46,250 $ 95,399 $ 32,249 $ 346,284 Assets: Cash, cash equivalents and restricted cash $ 1,035 $ 17,766 $ 408 $ 5,078 $ 1,508 $ 1,473 $ 27,268 Current assets 4,939 235,669 932 8,221 221 1,795 251,777 Property and equipment 996 615 334 17 87 80 2,129 Operating lease right-of-use assets 1,383 1,258 159 913 731 445 4,889 Intangible assets: Customer relationships 9.0 1,650 16,700 12,700 — 7,000 10,320 48,370 Acquired technology 4.0 3,525 — 2,800 — 28,300 1,340 35,965 Trademarks and tradenames 12.0 1,225 12,200 900 700 6,025 650 21,700 Non-competition agreements 2.0 40 — 90 — 40 55 225 Value of business acquired 1.0 — 400 — — — — 400 Renewal rights 8.0 — 7,692 — 2,042 — — 9,734 Trademarks and tradenames Indefinite — — — — — 4,750 4,750 Insurance licenses Indefinite — 4,960 — — — — 4,960 Goodwill 16,708 45,370 22,051 45,681 53,056 14,499 197,365 Other non-current assets — 55,165 — 25 — 3 55,193 Total assets acquired 31,501 397,795 40,374 62,677 96,968 35,410 664,725 Current liabilities (6,871) (269,460) (517) (15,487) (1,014) (2,485) (295,834) Operating lease liabilities, non-current (848) (898) (72) (685) (555) (204) (3,262) Long term liabilities (2,026) (7,434) — (79) — (46) (9,585) Deferred tax liabilities, net — (5,175) (3,983) (176) — (426) (9,760) Net assets acquired $ 21,756 $ 114,828 $ 35,802 $ 46,250 $ 95,399 $ 32,249 $ 346,284 Weighted Average Useful Life (in years) July 23, 2020 Acquisition iRoofing 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 5.0 740 2,400 — 3,140 Acquired technology 9.0 470 3,700 300 4,470 Trademarks and tradenames 13.0 670 600 240 1,510 Non-competition agreements 2.0 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 | Year ended December 31, 2021 2020 Revenue $ 215,769 $ 148,771 Net loss $ (112,239) $ (61,253) |
January 12, 2021 Acquisition ("V12 Data") | |
Business Acquisition [Line Items] | |
Summary of the fair value of the intangible assets as of the date of the acquisition | Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 1,650 10 Acquired technology 3,525 4 Trademarks and tradenames 1,225 15 Non-competition agreements 40 2 $ 6,440 |
April 5, 2021 Acquisition ("HOA") | |
Business Acquisition [Line Items] | |
Summary of the fair value of the intangible assets as of the date of the acquisition | Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 16,700 10 Trademarks and tradenames 12,200 10 Business acquired 400 1 Renewal rights 7,692 8 Insurance licenses 4,960 Indefinite $ 41,952 |
May 20, 2021 Acquisition ("Rynoh") | |
Business Acquisition [Line Items] | |
Summary of the fair value of the intangible assets as of the date of the acquisition | Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 12,700 10 Acquired technology 2,800 7 Trademarks and tradenames 900 20 Non-competition agreements 90 1 $ 16,490 |
September 9, 2021 Acquisition ("AHP") | |
Business Acquisition [Line Items] | |
Summary of the fair value of the intangible assets as of the date of the acquisition | Estimated Fair Useful Life Value (in years) Intangible assets: Renewal rights $ 2,042 6 Trademarks and tradenames 700 10 $ 2,742 |
Floify | |
Business Acquisition [Line Items] | |
Summary of the fair value of the intangible assets as of the date of the acquisition | Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 7,000 4 Acquired technology 28,300 4 Trademarks and tradenames 6,025 15 Non-competition agreements 40 3 $ 41,365 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of operating lease cost | 2021 Operating lease cost $ 2,155 Variable lease cost 339 2,494 |
Schedule of supplemental cash flow information related to leases | Supplemental cash flow information related to leases is as follows: 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows for operating leases $ 2,141 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 6,365 |
Schedule of supplemental balance sheet information related to leases | 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows for operating leases $ 2,141 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 6,365 |
Schedule of other information related to operating leases | Other information related to operating leases is as follows: December 31, 2021 Weighted average remaining lease term 2.1 years Weighted average discount rate 9.4 % |
Schedule of future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the balance sheet | Future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the balance sheet as of December 31, 2021 is as follows: Lease Payments 2022 $ 2,276 2023 1,613 2024 888 2025 432 2026 — Thereafter — Total lease payments $ 5,209 Less imputed interest (558) Total present value of lease liabilities $ 4,651 |
Reinsurance (Tables)
Reinsurance (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reinsurance | |
Schedule of effects of reinsurance on premiums written, earned, incurred losses and LAE | 2021 Written Earned Direct premiums $ 266,609 $ 213,423 Ceded premiums (237,102) (199,366) Net premiums $ 29,507 $ 14,057 2021 Direct losses and LAE $ 181,256 Ceded losses and LAE (162,752) Net losses and LAE $ 18,504 |
Schedule of reinsurance balances due | December 31, 2021 Unearned premium $ 153,710 Losses and LAE Reserve 56,752 Reinsurance recoverable 17,780 Other 174 Reinsurance balance due $ 228,416 |
Unpaid Losses and Loss Adjust_2
Unpaid Losses and Loss Adjustment Reserve (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Unpaid Losses and Loss Adjustment Reserve | |
Schedule of rollforward of the beginning and ending reserve balances for losses and LAE, gross of reinsurance | 2021 Losses and LAE reserve at April 5 $ 84,366 Reinsurance recoverables on losses and LAE (82,898) Losses and LAE reserve, net of reinsurance recoverables at April 5 1,468 Add provisions for claims losses and LAE occurring in: Current year 17,583 Prior year 921 Net incurred losses and LAE during the current year 18,504 Deduct payments for claims losses and LAE occurring in: Current year (13,154) Prior year (1,621) Net claim and LAE payments during the current year (14,775) Reserve for losses and LAE, net of reinsurance recoverables, at end of year 5,197 Reinsurance recoverables on losses and LAE 56,752 Losses and LAE reserve at December 31 $ 61,949 |
Schedule of incurred and paid losses by accident year, net of reinsurance | The claim counts in the following tables are cumulative reported claim counts as of December 31, 2021 and are equal to the sum of cumulative open and cumulative closed claims, including claims closed without payment. The following supplementary information presents incurred and paid losses by accident year, net of reinsurance ($ in thousands, except for number of claims): December 31, 2021 Incurred losses and allocated loss adjustment expenses, net of reinsurance, Cumulative for the years ended December 31, Number of 2017 2018 2019 2020 2021 IBNR Reserves Reported Claims (unaudited) (unaudited) (unaudited) (unaudited) Accident Year 2017 $ 8,522 $ 7,344 $ 6,975 $ 6,837 $ 6,916 $ — 15,537 2018 7,512 7,041 7,046 7,380 12 8,331 2019 9,666 9,678 9,773 35 10,698 2020 12,664 14,281 176 12,866 2021 19,795 2,754 28,842 Total $ 58,145 $ 2,977 76,274 Cumulative paid losses and allocated adjustment expenses, net of reinsurance, for the year ended December 31, 2017 2018 2019 2020 2021 (unaudited) (unaudited) (unaudited) (unaudited) Accident Year 2017 $ 6,426 $ 7,253 $ 7,242 $ 7,029 $ 6,985 2018 5,295 6,690 6,838 7,213 2019 7,405 9,324 9,578 2020 9,750 13,865 2021 15,335 Total $ 52,976 All outstanding losses liabilities before 2017, net of reinsurance 27 Liability for losses and loss adjustment expenses, net of reinsurance $ 5,197 |
Schedule of average annual percentage payout of accident year incurred claims by age, net of reinsurance | Average annual percentage payout of accident year incurred claims by age, net of reinsurance (unaudited supplementary information) as of December 31, 2021: 1 2 3 4 5 83.5 % 15.6 % 0.7 % 0.3 % (0.1) % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Schedule of non-cancelable purchase commitments | As of December 31, 2021, the Company had non-cancelable purchase commitments, primarily for data purchases, as follows: 2022 $ 2,535 2023 1,600 2024 1,600 2025 — 2026 — $ 5,735 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Schedule of revenue by segment | Year Ended December 31, 2021 2020 2019 Segment revenues: Vertical Software $ 137,150 $ 63,799 $ 59,259 Insurance 55,283 4,166 — Divested Businesses — 4,334 18,336 Total segment revenue $ 192,433 $ 72,299 $ 77,595 |
Schedule of financial information of reportable segments and reconciliations to consolidated financial information | The following tables provide financial information for our two reportable segments and reconciliations to consolidated financial information for the periods presented: Year Ended December 31, 2021 2020 2019 Segment adjusted EBITDA (loss): Vertical Software $ 20,733 $ 12,718 $ 4,616 Insurance 9,007 405 — Corporate and Other (53,760) (30,001) (36,645) Divested Businesses — (1,441) (4,806) Total segment adjusted EBITDA (loss) (24,020) (18,319) (36,835) Reconciling items: Depreciation and amortization (16,386) (6,644) (7,377) Non-cash stock-based compensation expense (38,592) (11,296) (35,972) Acquisition and related (income) expense (5,360) (311) (6,704) Non-cash long-lived asset impairment charge (550) (611) (1,534) Revaluation of contingent consideration 2,244 (1,700) 300 SPAC transaction bonus — (3,350) — Investment income and realized gains (701) — — Operating loss $ (83,365) $ (42,231) $ (88,122) |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basic and Diluted Net Loss Per Share | |
Schedule of earnings per share, basic and diluted | 2021 2020 2019 Numerator: Net loss used to compute net loss per share $ (106,606) $ (54,032) $ (103,319) Induced conversion of preferred stock — (17,284) — Basic $ (106,606) $ (71,316) $ (103,319) Add: gain on warrant value — (2,427) — Diluted $ (106,606) $ (73,743) $ (103,319) Denominator: Weighted average shares outstanding used to compute loss per share: Basic 93,884,566 36,344,234 31,170,351 Dilutive effect of warrants — 29,981 — Diluted 93,884,566 36,374,215 31,170,351 Loss per share - basic (1.14) (1.96) $ (3.31) Loss per share - diluted $ (1.14) $ (2.03) $ (3.31) |
Schedule of antidilutive securities excluded from computation of earnings per share | 2021 2020 2019 Stock options 4,822,992 6,414,611 7,428,682 Restricted stock units and awards 2,712,762 2,581,902 495,633 Public and private warrants 1,795,700 8,625,000 — Earnout shares 2,050,000 6,150,000 — Legacy Porch warrants — — 3,060,530 Convertible debt (1) 16,998,130 — 1,734,264 (1) In connection with the September 16, 2021 issuance of the 2026 Notes, the Company used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to the Company’s common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing the conversion price for the Company from $25 per share to approximately $37.74 per share, which would result in 11,261,261 potentially dilutive shares instead of the shares reported in this table as of December 31, 2021. |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Merger (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2021segment | Dec. 23, 2020Dtranche$ / sharesshares | Jul. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2021segment | Dec. 31, 2021USD ($)company$ / sharesshares | Mar. 31, 2021D$ / shares | Dec. 31, 2021USD ($)companysegmenttranche$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jul. 29, 2020shares |
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Number of Reportable Segments | segment | 2 | 1 | 2 | |||||||
Number of Home Service Companies Served | company | 24,000 | 24,000 | ||||||||
Number of Insurance Companies Served | company | 20 | 20 | ||||||||
Trust fund | $ | $ 315,741 | $ 315,741 | $ 196,046 | |||||||
Common stock, shares issued | 97,961,597 | 97,961,597 | 81,669,151 | |||||||
Common stock, shares outstanding | 97,961,597 | 97,961,597 | 81,669,151 | |||||||
Earn out shares issued | 150,000 | |||||||||
Earnout liability Assumed | $ | $ 50,238 | |||||||||
Contributed capital | $ | $ 239,700 | |||||||||
Payment of capital distribution | $ | $ 50,400 | |||||||||
Impairment loss | $ | $ 0 | 0 | $ 0 | |||||||
Impairment loss Excluding Goodwill | $ | 0 | $ 0 | $ 0 | |||||||
Cash balance at bank | $ | $ 262,400 | $ 262,400 | ||||||||
Percentage of shares held by pre closing holders | 55.00% | |||||||||
Number of shares each warrant can be converted | 1 | 1 | ||||||||
Vesting percentage | 25.00% | |||||||||
Class of warrant or right, outstanding | 1,795,700 | 1,795,700 | 14,325,000 | |||||||
Private warrants liability | $ | $ 15,193 | $ 15,193 | $ 31,534 | |||||||
CEO | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Unvested restricted stock units | 1,000,000 | |||||||||
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 | |||||||||
Earnout shares | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Shares issued (shares) | 6,000,000 | |||||||||
Number of tranches | tranche | 3 | |||||||||
Threshold trading days | D | 20 | |||||||||
Threshold consecutive trading days | D | 30 | |||||||||
Vesting percentage | 33.00% | |||||||||
Earnout shares | Vest 25% or 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 | Vest 75% or 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 | |||||||||
Employee earnout restricted stock | CEO | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Number of tranches | tranche | 1 | |||||||||
Threshold trading days | D | 20 | |||||||||
Threshold consecutive trading days | D | 30 | |||||||||
Vesting percentage | 33.33% | |||||||||
Unvested restricted stock units | 1,000,000 | |||||||||
Employee earnout restricted stock | Vest 25% or Common stock is greater than or equal to $18.00 | CEO | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Threshold closing price of common stock | $ / shares | $ 18 | |||||||||
Employee earnout restricted stock | Vest 75% or Common stock is greater than or equal to $20.00 | CEO | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Threshold closing price of common stock | $ / shares | 20 | |||||||||
Employee earnout restricted stock | Common stock is greater than or equal to $22.00 | CEO | ||||||||||
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 | |||||||||
Merger Agreement | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Shares Redeemed | 400 | |||||||||
Redemption price (per share) | $ / shares | $ 10.04 | |||||||||
Trust fund | $ | $ 173,100 | |||||||||
Shares converted | 4,312,500 | |||||||||
Shares conversion ratio | 1 | |||||||||
Common stock, shares outstanding | 17,249,600 | |||||||||
Shares issued on conversion | 184,652 | |||||||||
Warrants canceled | 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 | |||||||||
Earn out shares issued | 5,000,000 | |||||||||
Aggregate transaction costs for business acquisitions | $ | $ 30,800 | |||||||||
Merger transaction cost | $ | $ 5,600 | |||||||||
Additional share issued | 1,580,000 | |||||||||
Fair value of additional share issued | $ | $ 23,300 | |||||||||
Fair value of earn out shares | $ | 1,900 | |||||||||
Eligibility amount | $ | 27,000 | |||||||||
Recognized expenses | $ | $ 3,800 | |||||||||
Number of shares each warrant can be converted | 1 | |||||||||
Number of days for determining share price commencement | 30 days | |||||||||
Share price | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Expiring period after merger for determining share price | 5 years | 5 years | ||||||||
Merger Agreement | Common stock warrants | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Class of warrant or right, outstanding | 14,235,000 | |||||||||
Merger Agreement | Private Warrants | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Class of warrant or right, outstanding | 5,700,000 | |||||||||
Merger Agreement | Public warrants | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Class of warrant or right, outstanding | 8,625,000 | |||||||||
Merger Agreement | Preferred stock | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Shares converted | 52,251,876 | |||||||||
Shares issued on conversion | 52,207,029 | |||||||||
Issued for cancellation of warrants | 4,472,695 | |||||||||
Common stock issued on extinguishment of stock options | 2,316,280 | |||||||||
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 | |||||||||
PropTech Acquisition Corporation | Original public offering | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Working capital | $ | $ 6,000 | |||||||||
PropTech Acquisition Corporation | Class A Common Stock | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Common stock, shares issued | 21,562,100 | |||||||||
Common stock, shares outstanding | 21,562,100 | |||||||||
PropTech Acquisition Corporation | Merger Agreement | ||||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||||
Shares issued (shares) | 36,264,984 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021USD ($)stateitem | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021USD ($) | Dec. 19, 2019USD ($) | Jan. 01, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Number of reinsurer | item | 5 | |||||
Percentage of insurance subsidiary's total insurance receivables | 68.00% | |||||
Minimum cash balance required by lender | $ 3,000 | |||||
Indemnification hold back cost | $ 2,600 | |||||
Restricted funds held for payment of possible warranty claims | $ 5,900 | |||||
Number of states regulatory guidelines of warranty claims | state | 25 | |||||
Customer deposits | $ 300 | |||||
Term of American home protect warranty contracts | 3 years | |||||
Loan proceeds related to the Paycheck Protection Program Loan | 8,400 | |||||
Allowance for uncollectible receivables | $ 400 | 500 | ||||
Deferred policy acquisition costs | 33,014 | |||||
Accumulated deficit | (424,112) | (317,506) | ||||
Losses due to impairment of long-lived assets | 600 | 600 | $ 1,100 | |||
Principal Amount of debt | $ 3,000 | |||||
Interest rate (stated) | 3.00% | |||||
Advertising costs | $ 3,600 | $ 2,200 | $ 3,700 | |||
Effective income tax rate | 8.80% | 3.00% | (0.10%) | |||
U.S. federal statutory tax rate | 21.00% | |||||
Right of use asset | $ 4,504 | |||||
Lease liabilities | 4,651 | |||||
Convertible senior notes, due 2026 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Principal Amount of debt | $ 425,000 | |||||
Interest rate (stated) | 0.75% | |||||
Selling and marketing | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Capitalized Contract Cost, amortization | 100 | |||||
Other Noncurrent Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Indemnification hold back cost | 500 | |||||
Capitalized Contract Cost, net | 400 | |||||
Prepaid Expenses and Other Current Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Capitalized Contract Cost, net | $ 400 | |||||
Revenue Benchmark | Customer Concentration Risk | Customers in Texas | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Insurance related revenues percentage | 61.00% | |||||
ASU 2016 02 | Impacts of adoption | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Right of use asset | $ 1,300 | |||||
Lease liabilities | $ 1,400 | |||||
ASU 2016 02 | Cumulative effect | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accumulated deficit | $ 500 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Description of Business and Summary of Significant Accounting Policies | ||||
Restricted cash equivalents | $ 300 | |||
Cash and cash equivalents | 315,741 | $ 196,046 | ||
Restricted cash - current | 8,551 | 11,407 | ||
Restricted cash, non-current | 500 | |||
Cash, cash equivalents and restricted cash | $ 324,792 | $ 207,453 | $ 7,179 | $ 7,236 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Investments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Net Investment Income [Line Items] | |
Investments, | $ 3,440 |
Short-term Investments. | |
Net Investment Income [Line Items] | |
Investments, | 1,300 |
Long Term Investments | |
Net Investment Income [Line Items] | |
Investments, | 900 |
Deposits | |
Net Investment Income [Line Items] | |
Investments, | 2,164 |
US Treasury Notes Securities | |
Net Investment Income [Line Items] | |
Investments, | $ 1,276 |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Deferred Policy Acquisition Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Movement Analysis of Deferred Policy Acquisition Costs [Roll Forward] | |
Capitalized costs | $ 51,795 |
Amortized costs | (18,781) |
Deferred Policy Acquisition Cost, Ending Balance | 33,014 |
Ceded deferred policy acquisition costs | (29,026) |
Deferred Policy Acquisition Cost, Net | $ 3,988 |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Property, Equipment and Software (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Software and computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 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 |
Maximum | Furniture, office equipment and other | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Description of Business and _10
Description of Business and Summary of Significant Accounting Policies - Components of Other Insurance Liabilities, Current (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Description of Business and Summary of Significant Accounting Policies | |
Ceded reinsurance premiums payable | $ 22,523 |
Funds held under reinsurance treaty | 2,206 |
Commissions payable, reinsurers and agents | 10,697 |
General and accrued expenses payable | 321 |
Advance premiums | 4,277 |
Other insurance liabilities, current | $ 40,024 |
Description of Business and _11
Description of Business and Summary of Significant Accounting Policies - Warrants (Details) - $ / shares | Dec. 23, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Number of shares each warrant can be converted | 1 | ||
Merger Agreement | |||
Class of Stock [Line Items] | |||
Stock called by warrants | 14,325,000 | 14,325,000 | |
Share Price | $ 11.50 | $ 11.50 | |
Number of days for determining share price commencement | 30 days | 30 days | |
Expiring period after merger for determining share price | 5 years | 5 years | |
Number of shares each warrant can be converted | 1 | ||
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 | 1,795,700 | 5,700,000 |
Description of Business and _12
Description of Business and Summary of Significant Accounting Policies - Other income (expense), net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Description of Business and Summary of Significant Accounting Policies | |||
Gain (loss) on remeasurement of debt | $ (895) | $ (6,159) | |
Gain (loss) on remeasurement of Legacy Porch warrants | (2,584) | (2,090) | |
Transaction costs - recapitalization | (3,974) | ||
Other, net | $ 165 | (274) | 30 |
Total other income (expense), net | 340 | (6,931) | (7,484) |
Gain on settlement of accounts payable | $ 175 | $ 796 | $ 735 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 192,433 | $ 72,299 | $ 77,595 |
Revenue from divested businesses | 0 | 4,300 | 18,300 |
Core services revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 98,275 | 53,048 | 49,449 |
Managed services revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 37,154 | 11,579 | 21,888 |
Software subscription revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 57,004 | $ 7,672 | $ 6,258 |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Contract with Customer, Asset [Abstract] | ||
Balance at beginning of the year | $ 3,529 | |
Estimated lifetime value of insurance policies sold by carriers | 8,089 | $ 4,313 |
Cash receipts | (2,234) | (784) |
Balance at end of the year | 9,384 | 3,529 |
Contract assets | 9,384 | $ 3,529 |
Long-term accounts receivable | 7,500 | |
Accounts Receivable Current | ||
Change in Contract with Customer, Asset [Abstract] | ||
Balance at end of the year | 1,900 | |
Contract assets | $ 1,900 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities - Refundable Customer Deposits (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Change in Contract with Customer, Liability | |||||
Average period to recognize contract with customer liability as revenue | 19 months | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||||
Change in Contract with Customer, Liability | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | ||||
Refundable Customer Deposits, Current | |||||
Change in Contract with Customer, Liability | |||||
Ending balance | $ 15,300 | ||||
September 9, 2021 Acquisition ("AHP") | |||||
Change in Contract with Customer, Liability | |||||
Refund Liability, Current | $ 14,900 | ||||
Other Acquisitions | |||||
Change in Contract with Customer, Liability | |||||
Refund Liability, Current | $ 800 | ||||
Refundable Customer Deposits | |||||
Change in Contract with Customer, Liability | |||||
Beginning balance | 3,193 | $ 6,274 | |||
Additions to contract liabilities - prepayment | $ 7,000 | $ 7,000 | |||
Additions to contract liabilities | 3,403 | ||||
Additions to contract liabilities - significant financing component interest | 163 | 440 | 152 | ||
Contract liabilities transferred to revenue | (6,250) | (3,521) | (878) | ||
Repayment of contract liability | (887) | ||||
Impact of acquisitions | 15,652 | ||||
Ending balance | $ 15,274 | $ 3,193 | $ 6,274 |
Revenue - Contract Liabilitie_2
Revenue - Contract Liabilities - Activity Impacting Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in Contract with Customer, Liability | |||
Deferred revenue | $ 201,085 | $ 5,208 | |
Insurance | |||
Change in Contract with Customer, Liability | |||
Earned premium, net of ceded | 199,400 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Change in Contract with Customer, Liability | |||
Revenue, Remaining Performance Obligation, Amount | 3,800 | ||
Refundable Customer Deposits | |||
Change in Contract with Customer, Liability | |||
Beginning balance | 3,193 | 6,274 | |
Revenue recognized | (6,250) | (3,521) | $ (878) |
Additional amounts deferred | 3,403 | ||
Impact of acquisitions | 15,652 | ||
Ending balance | 15,274 | 3,193 | 6,274 |
ASC 606 | |||
Change in Contract with Customer, Liability | |||
Beginning balance | 5,208 | 3,333 | 4,553 |
Adoption of ASC 606 | (940) | ||
Revenue recognized | (239,942) | (4,923) | (7,490) |
Additional amounts deferred | 293,054 | 6,602 | 6,686 |
Impact of acquisitions | 142,765 | 196 | 670 |
Impact of divestitures | (146) | ||
Ending balance | 201,085 | 5,208 | 3,333 |
ASC 606 | Vertical Software | |||
Change in Contract with Customer, Liability | |||
Beginning balance | 5,208 | 3,333 | 4,553 |
Adoption of ASC 606 | (940) | ||
Revenue recognized | (8,103) | (4,923) | (7,490) |
Additional amounts deferred | 5,539 | 6,602 | 6,686 |
Impact of acquisitions | 1,170 | 196 | 670 |
Impact of divestitures | (146) | ||
Ending balance | 3,814 | $ 5,208 | $ 3,333 |
ASC 606 | Insurance | |||
Change in Contract with Customer, Liability | |||
Revenue recognized | (230,616) | ||
Additional amounts deferred | 286,292 | ||
Impact of acquisitions | 141,595 | ||
Ending balance | $ 197,271 |
Investments - Investment Income
Investments - Investment Income, Realized and Unrealized Gains on Investments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Investments | |
Investment income, net of investment expenses | $ 768 |
Realized gains on investments | 62 |
Realized losses on investments | (129) |
Investment income and realized gains, net of investment expenses | $ 701 |
Investments - Amortized Cost, F
Investments - Amortized Cost, Fair Value and Unrealized Gains and (Losses) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Net Investment Income [Line Items] | |
Amortized Cost | $ 67,880 |
Gross Unrealized, Gains | 150 |
Gross Unrealized, Losses | (455) |
Fair value | 67,575 |
U.S. Treasuries | |
Net Investment Income [Line Items] | |
Amortized Cost | 5,452 |
Gross Unrealized, Gains | 1 |
Gross Unrealized, Losses | (36) |
Fair value | 5,417 |
Obligations of states, municipalities and political subdivisions | |
Net Investment Income [Line Items] | |
Amortized Cost | 8,913 |
Gross Unrealized, Gains | 21 |
Gross Unrealized, Losses | (84) |
Fair value | 8,850 |
Corporate bonds | |
Net Investment Income [Line Items] | |
Amortized Cost | 31,491 |
Gross Unrealized, Gains | 89 |
Gross Unrealized, Losses | (155) |
Fair value | 31,425 |
Residential and commercial mortgage-backed securities | |
Net Investment Income [Line Items] | |
Amortized Cost | 14,387 |
Gross Unrealized, Gains | 34 |
Gross Unrealized, Losses | (139) |
Fair value | 14,282 |
Other loan-backed and structured securities | |
Net Investment Income [Line Items] | |
Amortized Cost | 7,637 |
Gross Unrealized, Gains | 5 |
Gross Unrealized, Losses | (41) |
Fair value | $ 7,601 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Securities by Contractual Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Amortized Cost | |
Due in one year or less | $ 8,043 |
Due after one year through five years | 21,055 |
Due after five years through ten years | 14,959 |
Due after ten years | 1,799 |
Amortized Cost | 67,880 |
Fair Value | |
Due in one year or less | 8,026 |
Due after one year through five years | 20,906 |
Due after five years through ten years | 14,939 |
Due after ten years | 1,821 |
Fair value | 67,575 |
Residential and commercial mortgage-backed securities | |
Amortized Cost | |
Without single maturity date | 14,387 |
Amortized Cost | 14,387 |
Fair Value | |
Without single maturity date | 14,282 |
Fair value | 14,282 |
Other loan-backed and structured securities | |
Amortized Cost | |
Without single maturity date | 7,637 |
Amortized Cost | 7,637 |
Fair Value | |
Without single maturity date | 7,601 |
Fair value | $ 7,601 |
Investments - Securities with G
Investments - Securities with Gross Unrealized Loss Position (Details) $ in Thousands | Dec. 31, 2021USD ($)security |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | $ (455) |
Less Than Twelve Months, Fair Value | 41,250 |
Total, Gross Unrealized Loss | (455) |
Total, Fair Value | $ 41,250 |
Number of securities in an unrealized loss position | security | 358 |
Unrealized loss position for 12 months or longer | security | 0 |
U.S. Treasuries | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | $ (36) |
Less Than Twelve Months, Fair Value | 5,007 |
Total, Gross Unrealized Loss | (36) |
Total, Fair Value | 5,007 |
Obligations of states, municipalities and political subdivisions | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | (84) |
Less Than Twelve Months, Fair Value | 4,292 |
Total, Gross Unrealized Loss | (84) |
Total, Fair Value | 4,292 |
Industrial and miscellaneous | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | (155) |
Less Than Twelve Months, Fair Value | 15,446 |
Total, Gross Unrealized Loss | (155) |
Total, Fair Value | 15,446 |
Residential and commercial mortgage-backed securities | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | (139) |
Less Than Twelve Months, Fair Value | 9,687 |
Total, Gross Unrealized Loss | (139) |
Total, Fair Value | 9,687 |
Other loan-backed and structured securities | |
Net Investment Income [Line Items] | |
Less Than Twelve Months, Gross Unrealized Loss | (41) |
Less Than Twelve Months, Fair Value | 6,818 |
Total, Gross Unrealized Loss | (41) |
Total, Fair Value | $ 6,818 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value Measurements of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | $ 67,575 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 84,893 | |
Liabilities, fair value disclosure | 38,676 | $ 85,321 |
Recurring | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 5,417 | |
Recurring | Obligations of states, municipalities and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 8,850 | |
Recurring | Industrial and miscellaneous | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 31,425 | |
Recurring | Residential and commercial mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 14,282 | |
Recurring | Other loan-backed and structured securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 7,601 | |
Recurring | Contingent consideration - business combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 9,617 | |
Recurring | Contingent consideration - earnout | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 13,866 | |
Recurring | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 15,193 | 31,534 |
Recurring | Redeemable convertible preferred stock warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 3,549 | |
Recurring | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 50,238 | |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 22,735 | |
Recurring | Level 1 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 5,417 | |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 62,158 | |
Recurring | Level 2 | Obligations of states, municipalities and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 8,850 | |
Recurring | Level 2 | Industrial and miscellaneous | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 31,425 | |
Recurring | Level 2 | Residential and commercial mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 14,282 | |
Recurring | Level 2 | Other loan-backed and structured securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 7,601 | |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 38,676 | 85,321 |
Recurring | Level 3 | Contingent consideration - business combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 9,617 | |
Recurring | Level 3 | Contingent consideration - earnout | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 13,866 | |
Recurring | Level 3 | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 15,193 | 31,534 |
Recurring | Level 3 | Redeemable convertible preferred stock warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 3,549 | |
Recurring | Level 3 | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | $ 50,238 | |
Recurring | Money market mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 17,318 | |
Recurring | Money market mutual funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | $ 17,318 |
Fair Value - Fair Value Option
Fair Value - Fair Value Option Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Sep. 16, 2021 | Sep. 15, 2021 | Dec. 31, 2020 |
Fair Value | ||||
Initial principal value | $ 425,600 | $ 50,831 | ||
Promissory note carrying amount | $ 414,735 | $ 47,983 | ||
Conversion price (per share) | $ 37.74 | $ 25 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Jan. 31, 2021USD ($) | Jan. 12, 2021USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Settlement of contingent consideration related to a business combination | $ 2,100 | |||||
Transfer between level1 to level2 | $ 0 | $ 0 | ||||
Transfer between level2 to level1 | 0 | 0 | ||||
Revaluation of contingent consideration | 2,244 | $ (1,700) | $ 300 | |||
Convertible senior notes, fair value | 400,400 | $ 400,400 | ||||
General and administrative | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Revaluation of contingent consideration | $ 1,700 | |||||
Current stock price | Private warrant liability | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants, measurement input | $ / shares | 15.59 | 15.59 | 14.27 | |||
Exercise Price | Private warrant liability | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants, measurement input | $ / shares | 11.50 | 11.50 | 11.50 | |||
Volatility | Private warrant liability | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants, measurement input | 60 | 60 | 35 | |||
Expected term | Private warrant liability | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants term | 3 years 11 months 23 days | 3 years 11 months 23 days | 4 years 11 months 23 days | |||
Total Acquisition | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration | $ 1,749 | |||||
iRoofing | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration | 1,749 | |||||
January 12, 2021 Acquisition ("V12 Data") | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration | $ 1,400 | |||||
Income approach | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration | $ 1,800 | |||||
Income approach | Contingent consideration - business combination | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Liabilities, fair value disclosure | $ 300 | $ 300 | ||||
Income approach | Discount rate | Minimum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration, measurement input | 9.96 | |||||
Income approach | Discount rate | Maximum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration, measurement input | 9.98 | |||||
Income approach | Cost of capital | Weighted Average | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration, measurement input | 21.5 | |||||
Income approach | Volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration, measurement input | 18 | |||||
Monte Carlo simulation method | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration | $ 9,300 | $ 9,300 | $ 1,700 | |||
Monte Carlo simulation method | Discount rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration, measurement input | 7 | 7 | 9 | |||
Monte Carlo simulation method | Current stock price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration, measurement input | $ / shares | 16.37 | 16.37 | 14.27 | |||
Contingent consideration earnout, measurement input | $ / shares | 15.59 | 15.59 | 14.27 | |||
Monte Carlo simulation method | Strike price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration, measurement input | $ / shares | 36 | 36 | 20 | |||
Monte Carlo simulation method | Exercise Price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Contingent consideration earnout, measurement input | $ / shares | 22 | 22 | ||||
Monte Carlo simulation method | Exercise Price | Minimum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Contingent consideration earnout, measurement input | $ / shares | 18 | |||||
Monte Carlo simulation method | Exercise Price | Maximum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Contingent consideration earnout, measurement input | $ / shares | 20 | |||||
Monte Carlo simulation method | Exercise Price | Weighted Average | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Contingent consideration earnout, measurement input | $ / shares | 22 | |||||
Monte Carlo simulation method | Volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Business combination contingent consideration, measurement input | 60 | 60 | 60 | |||
Contingent consideration earnout, measurement input | 65 | 65 | 60 | |||
Monte Carlo simulation method | Forfeiture Rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Contingent consideration earnout, measurement input | 15 | 15 | 16 |
Fair Value - Level 3 (Details)
Fair Value - Level 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | 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 | $ 436 | |
Additions | 1,762 | 6,651 | |
Settlements | (11,030) | (2,493) | |
Change in fair value, loss (gain) included in net loss | 2,584 | 2,090 | |
Ending balance | 6,684 | ||
FVO notes | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 11,659 | ||
Additions | 5,500 | ||
Settlements | (8,698) | ||
Change in fair value, loss (gain) included in net loss | 895 | 6,159 | |
Gain on extinguishment of debt | (3,856) | ||
Ending balance | 11,659 | ||
Contingent consideration - earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 50,238 | ||
Additions | 50,238 | ||
Settlements | (54,891) | ||
Change in fair value, loss (gain) included in net loss | 18,519 | ||
Ending balance | 13,866 | 50,238 | |
Contingent consideration - business combination | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 3,549 | 100 | 400 |
Additions | 10,374 | 1,749 | |
Settlements | (2,062) | ||
Change in fair value, loss (gain) included in net loss | (2,244) | 1,700 | (300) |
Ending balance | 9,617 | 3,549 | $ 100 |
Private warrant liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 31,534 | ||
Additions | 33,961 | ||
Settlements | (31,730) | ||
Change in fair value, loss (gain) included in net loss | 15,389 | (2,427) | |
Ending balance | $ 15,193 | $ 31,534 |
Property, Equipment, and Soft_3
Property, Equipment, and Software (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | $ 24,586 | $ 13,801 | |
Less: Accumulated depreciation and amortization | (17,920) | (9,208) | |
Property, equipment, and software, net | 6,666 | 4,593 | |
Depreciation and amortization | 16,386 | 6,644 | $ 7,377 |
Software and computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | 7,287 | 1,381 | |
Furniture, office equipment and other | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | 2,006 | 567 | |
Internally developed software | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | 13,102 | 10,741 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment, and software, Gross | 2,191 | 1,112 | |
Property equipment software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 4,400 | $ 3,800 | $ 3,700 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets and Goodwill | |||
Finite lived Intangible Assets, gross | $ 24,523 | ||
Accumulated Amortization | $ (20,798) | (8,562) | |
Finite lived Intangible Assets, Net | 120,120 | 15,961 | |
Intangible assets, Gross | 150,628 | ||
Intangible assets, net | 129,830 | 15,961 | |
Aggregate amortization expense | 12,300 | $ 2,900 | $ 3,700 |
Trademarks and tradenames | |||
Intangible Assets and Goodwill | |||
Indefinite-lived intangible assets | 4,750 | ||
Insurance licenses | |||
Intangible Assets and Goodwill | |||
Indefinite-lived intangible assets | $ 4,960 | ||
Customer relationships | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 9 years | 7 years | |
Finite lived Intangible Assets, gross | $ 56,810 | $ 8,440 | |
Accumulated Amortization | (6,760) | (2,173) | |
Finite lived Intangible Assets, Net | $ 50,050 | $ 6,267 | |
Acquired technology | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 5 years | 6 years | |
Finite lived Intangible Assets, gross | $ 48,135 | $ 12,170 | |
Accumulated Amortization | (10,095) | (5,481) | |
Finite lived Intangible Assets, Net | $ 38,040 | $ 6,689 | |
Trademarks and tradenames | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 12 years | 9 years | |
Finite lived Intangible Assets, gross | $ 25,389 | $ 3,688 | |
Accumulated Amortization | (2,587) | (893) | |
Finite lived Intangible Assets, Net | $ 22,802 | $ 2,795 | |
Non-competition agreements | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 2 years | 2 years | |
Finite lived Intangible Assets, gross | $ 450 | $ 225 | |
Accumulated Amortization | (251) | (15) | |
Finite lived Intangible Assets, Net | $ 199 | $ 210 | |
Value of business acquired | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 1 year | ||
Finite lived Intangible Assets, gross | $ 400 | ||
Accumulated Amortization | (294) | ||
Finite lived Intangible Assets, Net | $ 106 | ||
Renewal rights | |||
Intangible Assets and Goodwill | |||
Weighted Average Useful Life (in years) | 6 years | ||
Finite lived Intangible Assets, gross | $ 9,734 | ||
Accumulated Amortization | (811) | ||
Finite lived Intangible Assets, Net | $ 8,923 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Intangibles Amortization Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2022 | $ 21,419 | |
2023 | 20,773 | |
2024 | 19,722 | |
2025 | 16,648 | |
2026 | 8,718 | |
Thereafter | 32,840 | |
Finite lived Intangible Assets, Net | $ 120,120 | $ 15,961 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 28,289 | $ 18,274 | $ 21,305 |
Acquisitions | 197,365 | 10,176 | 916 |
Divestitures | (161) | (3,657) | |
Purchase price adjustment | (290) | ||
Goodwill, Ending Balance | $ 225,654 | $ 28,289 | $ 18,274 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 19, 2019 |
Debt | ||||
Principal | $ 425,600 | $ 50,831 | ||
Unaccreted Discount | (80) | (2,819) | ||
Debt Issuance Costs | (10,785) | (29) | ||
Carrying Value | 414,735 | 47,983 | ||
Fair Value | 400,400 | |||
Interest rate (stated) | 3.00% | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||
2022 | 150 | |||
2023 | 150 | |||
2024 | 150 | |||
2025 | 150 | |||
2026 | $ 425,000 | |||
1.0% promissory notes, due 2022 | ||||
Debt | ||||
Principal | 8,317 | |||
Carrying Value | 8,317 | |||
Interest rate (stated) | 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% | |||
Convertible senior notes, due 2026 | ||||
Debt | ||||
Principal | $ 425,000 | |||
Debt Issuance Costs | (10,785) | |||
Carrying Value | 414,215 | |||
Interest rate (stated) | 0.75% | |||
Other notes | ||||
Debt | ||||
Principal | 600 | 750 | ||
Unaccreted Discount | (80) | (133) | ||
Carrying Value | $ 520 | $ 617 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021USD ($)D | Oct. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 16, 2021$ / shares | Sep. 15, 2021$ / shares | Dec. 19, 2019USD ($) | |
Debt | |||||||||
Principal Amount of debt | $ 3,000,000 | ||||||||
Interest rate (stated) | 3.00% | ||||||||
Repayment of debt | $ 46,965,000 | $ 81,640,000 | $ 202,000 | ||||||
Conversion price (per share) | $ / shares | $ 37.74 | $ 25 | |||||||
Convertible senior notes, due 2026 | |||||||||
Debt | |||||||||
Principal Amount of debt | $ 425,000,000 | $ 425,000,000 | |||||||
Interest rate (stated) | 0.75% | 0.75% | |||||||
Issue price ( as percentage) | 100.00% | 100.00% | |||||||
Net proceeds | $ 413,500,000 | ||||||||
Sale price (as percentage) | 130.00% | ||||||||
Consecutive trading days | D | 30 | ||||||||
Threshold trading days | D | 20 | ||||||||
Redemption price (as percentage) | 100.00% | ||||||||
Principal amount denomination for conversion | $ 1,000 | ||||||||
Conversion ratio | 39.9956 | ||||||||
Conversion price (per share) | $ / shares | $ 25.0027 | ||||||||
Business days | D | 5 | ||||||||
Capped calls, authorized shares | shares | 5,736,869 | ||||||||
Consecutive trading period | D | 5 | ||||||||
Trading price per $1,000notes (as percentage) | 98.00% | ||||||||
Conditional conversion ratio | 52.9941 | ||||||||
Interest expense | $ 1,600,000 | ||||||||
Calculated interest rate | 1.30% | ||||||||
Initial strike price | $ / shares | $ 25.0027 | ||||||||
Initial cap price | $ / shares | $ 37.7400 | ||||||||
Amount paid for capped calls | $ 52,900,000 | ||||||||
Notes Issued On Exercise Of Initial Purchasers' Option [Member] | |||||||||
Debt | |||||||||
Principal Amount of debt | $ 40,000,000 | $ 40,000,000 |
Debt - Senior Secured Term Loan
Debt - Senior Secured Term Loans (Details) $ in Thousands | Dec. 23, 2020USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 31, 2020USD ($) | May 31, 2020USD ($) | May 26, 2020 | Dec. 19, 2019USD ($) |
Debt | |||||||||
Amount borrowed | $ 3,000 | ||||||||
Gain (loss) on extinguishment of debt | $ 5,110 | $ 5,748 | $ (483) | ||||||
Amount outstanding | 414,735 | $ 47,983 | |||||||
Senior Secured Term Loans | |||||||||
Debt | |||||||||
Amount borrowed | $ 47,000 | ||||||||
Gain (loss) on extinguishment of debt | $ (3,100) | ||||||||
Maximum borrowing amount | 40,000 | ||||||||
Amount outstanding | $ 37,600 | $ 37,500 | |||||||
Debt Instrument, Final Payment Fees | $ 500 | ||||||||
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 | |||||||||
Gain (loss) on extinguishment of debt | 2,500 | ||||||||
Debt Instrument, Final Payment Fees | $ 1,000 | ||||||||
Warrants grant date fair value | $ 300 | ||||||||
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 Fun
Debt - Runway Growth Credit Fund (Details) $ in Thousands | Dec. 23, 2020USD ($) | Dec. 19, 2019USD ($) | Sep. 30, 2021USD ($) | Jul. 31, 2020USD ($) | May 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Amount borrowed | $ 3,000 | ||||||||
Gain (loss) on extinguishment of debt | $ 5,110 | $ 5,748 | $ (483) | ||||||
Proceeds from Issuance of Debt | $ 3,000 | 413,537 | 66,190 | 31,300 | |||||
Long-term Debt | $ 47,983 | $ 414,735 | 47,983 | ||||||
Senior Secured Term Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount borrowed | $ 47,000 | ||||||||
Interest expenses | 800 | ||||||||
Outstanding principle | $ 40,000 | ||||||||
Prepayment fees | 2,300 | ||||||||
Interest expense | 500 | ||||||||
Gain (loss) on extinguishment of debt | $ (3,100) | ||||||||
Repayment of loan | 37,500 | $ 2,500 | |||||||
Debt Instrument, Final Payment Fees | $ 500 | ||||||||
Long-term Debt | 37,600 | $ 37,500 | |||||||
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 | ||||||||
Loan and Security Agreement , Runway Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of loan | $ 7,100 | ||||||||
Basis spread on interest rate | 9.05% | ||||||||
Paid in kind interest rate | 2 | ||||||||
Calculated interest rate | 11.05% | ||||||||
Loan default | 5.00% | ||||||||
Debt Instrument, Final Payment Fees | $ 1,600 | ||||||||
Interest and prepayment fees | $ 400 | ||||||||
Final payment fee | 3.50% | ||||||||
Financial covenants, Minimum cash level | $ 3,000 | ||||||||
Financial covenants, Minimum revenue | 15,400 | ||||||||
Financial covenants, projected revenue percentage | 80.00% | ||||||||
Warrants grant date fair value | 1,200 | ||||||||
Proceeds from Issuance of Debt | $ 7,000 | ||||||||
Long-term Debt | $ 39,000 | $ 39,000 | |||||||
Loan and Security Agreement , Runway Loan | Loans Repaid Prior To First Anniversary [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment fees percentage | 2.00% | ||||||||
Loan and Security Agreement , Runway Loan | Loans Repaid Prior to Second Anniversary [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment fees percentage | 1.50% | ||||||||
Loan and Security Agreement , Runway Loan | Loans Repaid Prior to Third Anniversary [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment fees percentage | 1.00% | ||||||||
Loan and Security Agreement , Runway Loan | Loans Repaid Prior to Fourth Anniversary [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment fees percentage | 0.50% | ||||||||
Loan and Security Agreement , Runway Loan | Three-month LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate | 0.55% |
Debt - Pre 2020 convertible not
Debt - Pre 2020 convertible notes (Details) $ / shares in Units, $ in Thousands | Dec. 28, 2020shares | Dec. 23, 2020USD ($) | Feb. 28, 2020USD ($)NotesSeries | Dec. 19, 2019USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares | Sep. 16, 2021$ / shares | Sep. 15, 2021$ / shares | Nov. 30, 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 | ||||||||||
Conversion price (per unit) | $ / shares | $ 37.74 | $ 25 | |||||||||
Debt issuance costs | $ 10,785 | $ 29 | |||||||||
Amount outstanding | 414,735 | 47,983 | |||||||||
Gain (loss) on extinguishment of debt | $ 5,110 | 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-2020 Convertible Promissory Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount borrowed | $ 1,400 | $ 7,300 | $ 1,700 | ||||||||
Interest rate (stated) | 4.50% | 3.50% | |||||||||
Shares issued on conversion | shares | 198,750 | ||||||||||
Warrants issued on conversion | shares | 73,538 | ||||||||||
Number of promissory notes assumed | NotesSeries | 1 | 2 | |||||||||
Unpaid interest | $ 100 | ||||||||||
Gain (loss) on extinguishment of debt | 300 | $ 200 | |||||||||
Interest amount | 300 | ||||||||||
Original debt amount | $ 1,200 | ||||||||||
Pre-2020 Convertible Promissory Notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (stated) | 10.00% | ||||||||||
Merger Agreement | Pre-2020 Convertible Promissory Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amount outstanding | 7,300 | ||||||||||
Unpaid interest | $ 500 |
Debt - 2020 Convertible Promiss
Debt - 2020 Convertible Promissory Notes (Details) - USD ($) $ in Thousands | Dec. 23, 2020 | Dec. 23, 2019 | Jul. 31, 2020 | Dec. 31, 2021 | 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 | $ 6,000 | |||||||
Debt repayment term | 1 year | |||||||
Series C Redeemable Convertible Preferred Stock | ||||||||
Debt | ||||||||
Fair value | $ 4,200 | |||||||
Unpaid interest | $ 1,000 | |||||||
Series C Redeemable Convertible Preferred Stock | PIK Interest | ||||||||
Debt | ||||||||
Original debt amount | $ 1,000 | |||||||
Series C Redeemable Convertible Preferred Stock | 2020 Convertible Promissory Notes | ||||||||
Debt | ||||||||
Original debt amount | $ 16,100 |
Debt - Promissory Notes (Detail
Debt - Promissory Notes (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Apr. 05, 2021 | Dec. 23, 2020 | Jul. 23, 2020 | Dec. 19, 2019 | Dec. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | 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 | $ 413,537 | $ 66,190 | $ 31,300 | ||||||||
Gain (loss) on extinguishment of debt | 5,110 | 5,748 | $ (483) | |||||||||
Amount outstanding | $ 47,983 | 414,735 | 47,983 | |||||||||
Loan Proceeds Remain outstanding, Termination of Merger [Member] | ||||||||||||
Debt | ||||||||||||
Amount borrowed | $ 1,300 | |||||||||||
Amount outstanding | $ 1,300 | |||||||||||
Unpaid interest | 100 | |||||||||||
April 5, 2021 Acquisition ("HOA") | ||||||||||||
Debt | ||||||||||||
Amount borrowed | 0 | |||||||||||
Debt instrument term | 9 years | |||||||||||
Loans assumed | $ 10,000 | |||||||||||
Paycheck Protection Program, Cares Act Loans [Member] | ||||||||||||
Debt | ||||||||||||
Interest rate (stated) | 1.00% | |||||||||||
Proceeds from debt issuance, net of fees | $ 8,100 | |||||||||||
Debt instrument term | 2 years | |||||||||||
Gain (loss) on extinguishment of debt | 8,200 | |||||||||||
Amount outstanding | 8,100 | |||||||||||
Loans assumed | $ 400 | |||||||||||
Variable interest rate | 1.00% | |||||||||||
Unpaid interest | 100 | |||||||||||
Loan and Security Agreement , Runway Loan | ||||||||||||
Debt | ||||||||||||
Warrants grant date fair value | $ 1,200 | |||||||||||
Proceeds from debt issuance, net of fees | $ 7,000 | |||||||||||
Amount outstanding | $ 39,000 | $ 39,000 | ||||||||||
Final payment fee | 3.50% | |||||||||||
Repayment of loan | 7,100 | |||||||||||
Unpaid interest | $ 1,600 | |||||||||||
Revolving Line of Credit | ||||||||||||
Debt | ||||||||||||
Repayment of debt | $ 4,000 | |||||||||||
Twenty Twenty Promissory Notes [Member] | ||||||||||||
Debt | ||||||||||||
Gain (loss) on extinguishment of debt | 5,000 | |||||||||||
Variable interest rate | 12.00% | |||||||||||
Repayments of debt | 10,000 | |||||||||||
Repayment of loan | 12,100 | |||||||||||
Adjustments to additional | 600 | |||||||||||
Convertible debt with conversion feature | 5,800 | |||||||||||
Unpaid interest | 2,000 | |||||||||||
Interest amount | 100 | |||||||||||
Loan Agreement With Cantor Fitzgerald Securities [Member] | ||||||||||||
Debt | ||||||||||||
Final payment fee (as a percent) | 20.00% | |||||||||||
Proceeds from debt issuance, net of fees | $ 10,000 | |||||||||||
Series C Redeemable Convertible Preferred Stock | ||||||||||||
Debt | ||||||||||||
Warrants grant date fair value | 300 | |||||||||||
Gain (loss) on extinguishment of debt | $ 2,500 | |||||||||||
Repayments of debt | 3,400 | |||||||||||
Repayment of loan | 4,400 | |||||||||||
Unpaid interest | 1,000 | |||||||||||
Interest amount | $ 100 | |||||||||||
Series C Redeemable Convertible Preferred Stock | Twenty Twenty Promissory Notes [Member] | ||||||||||||
Debt | ||||||||||||
Amount borrowed | $ 1 | |||||||||||
Warrants issued on conversion | 51,502 | |||||||||||
Debt instrument term | 1 year |
Debt - Future receivables agree
Debt - Future receivables agreement (Details) $ in Thousands | Feb. 11, 2020USD ($) | Dec. 19, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 02, 2020 | Nov. 02, 2020USD ($)installment |
Debt Instrument [Line Items] | |||||||
Amount borrowed | $ 3,000 | ||||||
Promissory note carrying amount | $ 414,735 | $ 47,983 | |||||
Interest rate (stated) | 3.00% | ||||||
Proceeds from Issuance of Debt | $ 3,000 | 413,537 | 66,190 | $ 31,300 | |||
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 | ||||||
Promissory note carrying amount | $ 500 | ||||||
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 |
Debt - Line of credit (Details)
Debt - Line of credit (Details) - Revolving Line of Credit - USD ($) $ in Millions | Nov. 05, 2021 | Apr. 05, 2021 |
Debt Instrument [Line Items] | ||
Aggregate amount | $ 5 | |
Fees on daily unused portion | 0.25% | |
Outstanding borrowings | $ 3.9 | |
Repayment of debt | $ 4 | |
Prime rate | ||
Debt Instrument [Line Items] | ||
Basis spread on interest rate | 0.00% |
Equity and Warrants - Common St
Equity and Warrants - Common Stock (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Equity and Warrants | ||
Shares authorized | 410,000,000 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Preferred stock, shares authorized | 10,000,000 |
Equity and Warrants - Common Sh
Equity and Warrants - Common Shares Outstanding and Common Stock Equivalents (Details) - $ / shares | Sep. 16, 2021 | Dec. 31, 2021 | Sep. 15, 2021 | Dec. 31, 2020 | Jul. 30, 2020 |
Class of Stock [Line Items] | |||||
Issued and outstanding common shares | 95,911,597 | 75,519,151 | |||
Earnout common shares (Note 1 and Note 9) | 2,050,000 | 6,150,000 | |||
Total common shares issued and outstanding | 97,961,597 | 81,669,151 | |||
Common shares reserved for future issuance: | |||||
Total shares of common stock outstanding and reserved for future issuance | 132,421,836 | 116,128,488 | |||
Conversion price (per unit) | $ 37.74 | $ 25 | |||
Potentially dilutive shares | 11,261,261 | ||||
Convertible senior notes, due 2026 | |||||
Common shares reserved for future issuance: | |||||
Total shares of common stock outstanding and reserved for future issuance | 16,998,130 | ||||
Conversion price (per unit) | $ 25.0027 | ||||
Restricted stock units | |||||
Common shares reserved for future issuance: | |||||
Total shares of common stock outstanding and reserved for future issuance | 2,717,154 | 2,581,902 | |||
Merger Agreement | |||||
Class of Stock [Line Items] | |||||
Total common shares issued and outstanding | 17,249,600 | ||||
2020 Equity Plan | |||||
Common shares reserved for future issuance: | |||||
Total shares of common stock outstanding and reserved for future issuance | 8,126,263 | 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 | 4,822,992 | 6,414,611 | |||
Public Warrants | |||||
Common shares reserved for future issuance: | |||||
Total shares of common stock outstanding and reserved for future issuance | 8,625,000 | ||||
Private Warrants | |||||
Common shares reserved for future issuance: | |||||
Total shares of common stock outstanding and reserved for future issuance | 1,795,700 | 5,700,000 |
Equity and Warrants - Warrants
Equity and Warrants - Warrants (Details) | Dec. 23, 2020D$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020shares |
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 | $ 11.50 | |
Number of days for determining share price commencement | 30 days | 30 days | |
Expiring period after merger for determining share price | 5 years | 5 years | |
Redemption price per share | $ / shares | $ 0.01 | ||
Minimum number of notice days | D | 30 | ||
Minimum share price of common stock | $ / shares | $ 18 | ||
Share price number of trading day period | D | 20 | ||
Share price length of trading day period | D | 30 | ||
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 | 1,795,700 | 5,700,000 |
Common stock warrants | |||
Class of Stock [Line Items] | |||
Conversion of convertible notes to Series C redeemable convertible preferred stock (in shares) | 1,705,266 | ||
Common stock warrants | Common Stock | |||
Class of Stock [Line Items] | |||
Conversion of convertible notes to Series C redeemable convertible preferred stock (in shares) | 1,705,266 | ||
Redeemable convertible preferred stock warrants | |||
Class of Stock [Line Items] | |||
Conversion of convertible notes to Series C redeemable convertible preferred stock (in shares) | 702,791 | ||
Redeemable Convertible Preferred Stock | Common Stock | |||
Class of Stock [Line Items] | |||
Conversion of convertible notes to Series C redeemable convertible preferred stock (in shares) | 702,791 |
Equity and Warrants - Public an
Equity and Warrants - Public and private warrant activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Equity and Warrants | |
Beginning balance | 14,325,000 |
Cash exercises | (11,023,376) |
Cashless exercises | (1,329,454) |
Canceled | (176,470) |
Ending balance | 1,795,700 |
Cash exercises | 11,023,376 |
Cashless exercises | 498,036 |
Balances as of December 31, 2021 | 11,521,412 |
Cash received on warrant exercise | $ | $ 126,741 |
Equity and Warrants - Warrant_2
Equity and Warrants - Warrants activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | |
Beginning balance | 14,325,000 |
Warrants exercised | (11,023,376) |
Warrants cancelled | 176,470 |
Ending balance | 1,795,700 |
Redeemable Convertible Preferred Stock | |
Class of Stock [Line Items] | |
Beginning balance | 965,157 |
Warrants granted | 209,384 |
Warrants cancelled | (1,174,541) |
Beginning balance, Weighted- Average Exercise Price | $ / shares | $ 4.39 |
Warrants granted, Weighted- Average Exercise Price | $ / shares | 5.62 |
Warrants cancelled, Weighted- Average Exercise Price | $ / shares | $ 4.60 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock-based Compensation by Plan (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | |||||
Stock based compensation expense | $ 38,592 | $ 11,296 | $ 35,972 | ||
Secondary market transaction | |||||
Stock-Based Compensation | |||||
Stock based compensation expense | $ 1,900 | $ 1,600 | 1,933 | 1,616 | 33,232 |
Employee earnout restricted stock | |||||
Stock-Based Compensation | |||||
Stock based compensation expense | 22,961 | ||||
Employee awards | |||||
Stock-Based Compensation | |||||
Stock based compensation expense | $ 13,698 | $ 9,680 | $ 2,740 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Jul. 31, 2019USD ($)itemshares | May 31, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | |
Stock-Based Compensation | |||||||
Purchase of common stock | 0.4697 | ||||||
Percentage of aggregate number of shares | 5.00% | ||||||
Stock based compensation expense | $ 38,592 | $ 11,296 | $ 35,972 | ||||
Options outstanding | shares | 6,414,611 | 4,822,992 | 6,414,611 | ||||
Shares reserved for issuance | shares | 8,126,263 | ||||||
Vesting percentage | 25.00% | ||||||
Maximum | |||||||
Stock-Based Compensation | |||||||
Vesting period | 3 years | ||||||
Expiration period | 10 years | ||||||
Cancellation Period after termination of employment | 3 months | ||||||
General and administrative | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 25,784 | $ 4,145 | 34,739 | ||||
Executives | Redeemable Convertible Preferred Stock | |||||||
Stock-Based Compensation | |||||||
Temporary equity, shares issued to number of executives | item | 11 | ||||||
Secondary market transaction | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 1,900 | $ 1,600 | $ 1,933 | 1,616 | $ 33,232 | ||
Secondary market transaction | General and administrative | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 33,200 | ||||||
Secondary market transaction | Redeemable Convertible Preferred Stock | |||||||
Stock-Based Compensation | |||||||
Temporary equity repurchased, shares | shares | 901,940 | 7,559,047 | |||||
Temporary equity repurchased, value | $ 4,000 | ||||||
Temporary equity repurchase price | $ / shares | $ 0.53 | ||||||
Temporary equity, shares issued discount to fair value | $ 2,600 | ||||||
Secondary market transaction | Employees | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | 900 | ||||||
Secondary market transaction | Former Employees | |||||||
Stock-Based Compensation | |||||||
Stock based compensation expense | $ 700 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options Outstanding | ||
Number of Options Outstanding, Beginning balance | 6,414,611 | |
Number of Options Outstanding, granted | 297,343 | |
Number of Options Outstanding, exercised | (1,700,557) | |
Number of Options Outstanding, forfeited | (180,985) | |
Number of Options Outstanding, expired | (7,420) | |
Number of Options Outstanding, Ending balance | 4,822,992 | 6,414,611 |
Number of Options Outstanding, Exercisable ending balance | 3,160,534 | |
Weighted- Average Exercise Price | ||
Weighted Average Exercise Price, Beginning balance | $ 2.85 | |
Weighted- Average Exercise Price, Options granted | 15.10 | |
Weighted- Average Exercise Price, Options exercised | 2.56 | |
Weighted- Average Exercise Price, Options forfeited | 5.08 | |
Weighted- Average Exercise Price, Options expired | 4.30 | |
Weighted Average Exercise Price, Ending balance | 3.63 | $ 2.85 |
Weighted- Average Exercise Price, Exercisable ending balance | $ 2.87 | |
Weighted- Average Remaining Contractual Life (Years), Outstanding | 7 years | 7 years 9 months 18 days |
Weighted- Average Remaining Contractual Life (Years), Exercisable | 6 years 6 months | |
Aggregate Intrinsic Value, Outstanding | $ 57,973 | $ 73,260 |
Aggregate Intrinsic Value, Exercisable | $ 40,205 |
Stock-Based Compensation - Payr
Stock-Based Compensation - Payroll Reduction Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance | 8,126,263 | ||
Stock based compensation expense | $ 38,592 | $ 11,296 | $ 35,972 |
Vesting percentage | 25.00% | ||
Cost not recognized | $ 4,200 | ||
Unrecognized compensation cost | $ 4,200 | ||
Weighted-average period of unrecognized compensation cost to be recognized | 1 year 3 months 18 days | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cost not recognized | $ 44,700 | ||
Unrecognized compensation cost | $ 44,700 | ||
Weighted-average period of unrecognized compensation cost to be recognized | 1 year 7 months 6 days | ||
Shares granted | 2,955,252 | ||
Number of Restricted Stock Awards | |||
Beginning Balance | 2,415,140 | ||
Granted | 2,955,252 | ||
Share Vested | (2,386,853) | ||
Share forfeited | (270,777) | ||
Ending Balance | 2,712,762 | 2,415,140 | |
Weighted Average Fair Value | |||
Beginning balance | $ 3.64 | ||
Granted | 18.87 | ||
Vested | 4.30 | ||
Canceled | 11.67 | ||
Ending balance | $ 18.77 | $ 3.64 | |
Together we win RSU award | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Together we win RSU award | Vest 25% or Common stock is greater than or equal to $18.00 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Vesting period | 1 year | ||
Together we win RSU award | Vest 75% or Common stock is greater than or equal to $20.00 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 75.00% | ||
Vesting period | 3 years | ||
Employee awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation expense | $ 13,698 | $ 9,680 | $ 2,740 |
Employee awards | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reduced cash payroll costs | $ 4,000 | ||
Shares reserved for issuance | 2,356,045 | ||
Shares issued | 2,356,045 | ||
Stock based compensation expense | $ 1,600 | $ 6,500 | |
Special equity award program | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted | 1,400,000 | ||
Grant date fair value | $ 27,800 | ||
Number of Restricted Stock Awards | |||
Granted | 1,400,000 |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes Option Pricing Model Assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | |||
Weighted-average grant date fair value of options granted | $ 8.23 | $ 2.26 | $ 0.85 |
Fair value of stock options vested | $ 2.6 | $ 1.8 | $ 1.8 |
Unrecognized compensation cost | $ 4.2 | ||
Weighted-average period of unrecognized compensation cost to be recognized | 1 year 3 months 18 days | ||
Minimum | |||
Stock-Based Compensation | |||
Risk-free interest rate | 0.90% | 0.30% | 1.60% |
Expected term (years) | 5 years | 5 years | 3 years |
Volatility | 60.00% | 59.00% | 46.00% |
Maximum | |||
Stock-Based Compensation | |||
Risk-free interest rate | 1.30% | 0.60% | 1.90% |
Expected term (years) | 6 years | 6 years | 6 years |
Volatility | 61.00% | 60.00% | 51.00% |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Earnout RSUs and CEO Earnout RSUs (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2020Dtranche$ / sharesshares | Jul. 30, 2020shares | Mar. 31, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Stock based compensation expense | $ | $ 38,592 | $ 11,296 | $ 35,972 | |||
Cost not recognized | $ | 4,200 | |||||
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 | $ | 11,800 | 300 | ||||
Shares vested | shares | 666,666 | |||||
CEO | Employee earnout restricted stock | Vest 25% or 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 | Vest 75% or 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 | $ | $ 13,698 | 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 | 976,331 | |||||
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 | $ 14.19 | ||||
Stock based compensation expense | $ | $ 11,200 | $ 300 | ||||
Shares forfeited | shares | 61,865 | |||||
Shares granted | shares | 12,252 | |||||
Vesting of earnout shares (in shares) | shares | 641,526 | |||||
Employee awards | Employees | Employee earnout restricted stock | Vest 25% or 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 | Vest 75% or 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 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summarizes The Activity of Restricted Stock Awards (Details) - Restricted stock | 12 Months Ended |
Dec. 31, 2021shares | |
Number of Restricted Stock Awards | |
Beginning Balance | 166,762 |
Share Vested | (162,370) |
Ending Balance | 4,392 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of the income tax (benefit) provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 1,065 | ||
State | (205) | $ (71) | $ (67) |
Total current | 860 | (71) | (67) |
Deferred | |||
Federal | 8,561 | 1,433 | (21) |
State | 852 | 327 | (8) |
Total deferred | 9,413 | 1,760 | (29) |
Income tax benefit (expense) | $ 10,273 | $ 1,689 | $ (96) |
Income Taxes - Significant defe
Income Taxes - Significant deferred tax assets and deferred tax liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Accrued expenses | $ 1,070 | $ 1,114 |
Stock-based compensation | 1,753 | 2,469 |
Deferred revenue | 37,108 | 2,036 |
Property and equipment | 229 | |
Intangibles | 452 | |
Goodwill | 357 | 1,444 |
Operating lease liabilities | 1,126 | |
Loss and loss adjustment reserves | 11,971 | |
Other | 10 | 8 |
Net operating losses | 87,802 | 50,119 |
Disallowed interest | 5,098 | 6,385 |
Valuation allowance | (88,613) | (63,317) |
Total deferred tax assets | 57,682 | 939 |
Deferred tax liabilities | ||
Property and equipment | (50) | |
Intangibles | (10,660) | |
Operating lease right-of-use assets | (1,091) | |
Deferred acquisition costs | (857) | |
Reinsurance balance due | (44,197) | |
Internally developed software | (1,180) | (943) |
Total deferred tax liabilities | (58,035) | (943) |
Net deferred tax liabilities | $ (353) | $ (4) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income tax (Benefit) provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of the income tax (Benefit) provision | |||
Tax computed at federal statutory rate | $ 24,492 | $ 11,702 | $ 21,677 |
State tax, net of federal tax benefit | 5,531 | 2,097 | 1,475 |
Other | 347 | (803) | (515) |
Loss on disposition | (1,049) | ||
Compensation | 12,821 | 1,148 | (6,507) |
Officer compensation | (5,306) | (176) | |
Debt transactions | (1,791) | 824 | (2,145) |
Enacted tax rate changes | 123 | 159 | 119 |
Return to provision | (648) | 502 | 991 |
Valuation allowance | (25,296) | (13,764) | (14,142) |
Income tax benefit (expense) | $ 10,273 | $ 1,689 | $ (96) |
Income Taxes - (Details)
Income Taxes - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Increase in valuation allowance | $ 25,300 | ||
Deferred tax assets , Valuation allowance | $ 88,613 | $ 63,317 | |
U.S. federal statutory tax rate | 21.00% | ||
Effective income tax rate | 8.80% | 3.00% | (0.10%) |
Unrecognized Tax Benefits | $ 0 | $ 0 | |
Domestic Tax Authority [Member] | |||
Net operating loss carryforwards | 360,300 | 360,300 | |
Net operating loss carry forwards without expiry | 257,400 | 257,400 | |
State and Local Jurisdiction [Member] | |||
Net operating loss carryforwards | 209,400 | 209,400 | |
Net operating loss carry forwards without expiry | $ 43,300 | $ 43,300 |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | |
401(k) Savings Plan | ||
Number of defined contribution savings plans | item | 9 | |
Contributions made | $ | $ 600 | $ 0 |
Business Combinations and Dis_3
Business Combinations and Disposals - Total consideration and the estimated fair value of the assets acquired and liabilities assumed (Details) $ in Thousands | Oct. 27, 2021USD ($) | Sep. 09, 2021USD ($) | May 20, 2021USD ($) | Apr. 05, 2021USD ($) | Jan. 12, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 23, 2020USD ($) | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Intangible assets: | |||||||||||
Goodwill | $ 28,289 | $ 225,654 | $ 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) | 12 years | 13 years | |||||||||
Non-competition agreements | |||||||||||
Intangible assets: | |||||||||||
Weighted Average Useful Life (in years) | 2 years | 2 years | |||||||||
Value of business acquired | |||||||||||
Intangible assets: | |||||||||||
Weighted Average Useful Life (in years) | 1 year | ||||||||||
Renewal rights | |||||||||||
Intangible assets: | |||||||||||
Weighted Average Useful Life (in years) | 8 years | ||||||||||
January 12, 2021 Acquisition ("V12 Data") | |||||||||||
Purchase consideration: | |||||||||||
Cash | $ 20,196 | ||||||||||
Holdback liabilities and amounts in escrow | 150 | ||||||||||
Contingent consideration | 1,400 | ||||||||||
Contingent consideration - liability-classified | 1,410 | ||||||||||
Total purchase consideration: | 21,756 | ||||||||||
Assets: | |||||||||||
Cash, cash equivalents and restricted cash | 1,035 | ||||||||||
Current assets | 4,939 | ||||||||||
Property and equipment | 996 | ||||||||||
Operating lease right-of-use assets | $ 1,383 | ||||||||||
Intangible assets: | |||||||||||
Weighted Average Useful Life (in years) | 7 years 7 months 6 days | ||||||||||
Goodwill | $ 16,708 | ||||||||||
Total assets acquired | 31,501 | ||||||||||
Current liabilities | (6,871) | ||||||||||
Operating lease liabilities, non-current | (848) | ||||||||||
Long-term liabilities | (2,026) | ||||||||||
Net assets acquired | 21,756 | ||||||||||
January 12, 2021 Acquisition ("V12 Data") | Customer relationships | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 1,650 | ||||||||||
January 12, 2021 Acquisition ("V12 Data") | Acquired technology | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 3,525 | ||||||||||
January 12, 2021 Acquisition ("V12 Data") | Trademarks and tradenames | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 1,225 | ||||||||||
January 12, 2021 Acquisition ("V12 Data") | Non-competition agreements | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | $ 40 | ||||||||||
April 5, 2021 Acquisition ("HOA") | |||||||||||
Purchase consideration: | |||||||||||
Cash | $ 84,370 | ||||||||||
Issuance of common stock | 22,773 | ||||||||||
Holdback liabilities and amounts in escrow | 1,000 | ||||||||||
Contingent consideration - equity-classified | 6,685 | ||||||||||
Total purchase consideration: | 114,828 | ||||||||||
Assets: | |||||||||||
Cash, cash equivalents and restricted cash | 17,766 | ||||||||||
Current assets | 235,669 | ||||||||||
Property and equipment | 615 | ||||||||||
Operating lease right-of-use assets | $ 1,258 | ||||||||||
Intangible assets: | |||||||||||
Weighted Average Useful Life (in years) | 9 years 6 months | ||||||||||
Goodwill | $ 45,370 | ||||||||||
Other non-current assets | 55,165 | ||||||||||
Total assets acquired | 397,795 | ||||||||||
Current liabilities | (269,460) | ||||||||||
Operating lease liabilities, non-current | (898) | ||||||||||
Long-term liabilities | (7,434) | ||||||||||
Deferred tax liabilities, net | (5,175) | ||||||||||
Net assets acquired | 114,828 | ||||||||||
April 5, 2021 Acquisition ("HOA") | Insurance licenses | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, indefinite | 4,960 | ||||||||||
April 5, 2021 Acquisition ("HOA") | Customer relationships | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 16,700 | ||||||||||
April 5, 2021 Acquisition ("HOA") | Trademarks and tradenames | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 12,200 | ||||||||||
April 5, 2021 Acquisition ("HOA") | Value of business acquired | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 400 | ||||||||||
April 5, 2021 Acquisition ("HOA") | Renewal rights | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | $ 7,692 | ||||||||||
May 20, 2021 Acquisition ("Rynoh") | |||||||||||
Purchase consideration: | |||||||||||
Cash | $ 32,302 | ||||||||||
Holdback liabilities and amounts in escrow | 3,500 | ||||||||||
Total purchase consideration: | 35,802 | ||||||||||
Assets: | |||||||||||
Cash, cash equivalents and restricted cash | 408 | ||||||||||
Current assets | 932 | ||||||||||
Property and equipment | 334 | ||||||||||
Operating lease right-of-use assets | $ 159 | ||||||||||
Intangible assets: | |||||||||||
Weighted Average Useful Life (in years) | 10 years | ||||||||||
Goodwill | $ 22,051 | ||||||||||
Total assets acquired | 40,374 | ||||||||||
Current liabilities | (517) | ||||||||||
Operating lease liabilities, non-current | (72) | ||||||||||
Deferred tax liabilities, net | (3,983) | ||||||||||
Net assets acquired | 35,802 | ||||||||||
May 20, 2021 Acquisition ("Rynoh") | Customer relationships | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 12,700 | ||||||||||
May 20, 2021 Acquisition ("Rynoh") | Acquired technology | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 2,800 | ||||||||||
May 20, 2021 Acquisition ("Rynoh") | Trademarks and tradenames | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 900 | ||||||||||
May 20, 2021 Acquisition ("Rynoh") | Non-competition agreements | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | $ 90 | ||||||||||
September 9, 2021 Acquisition ("AHP") | |||||||||||
Purchase consideration: | |||||||||||
Cash | $ 43,750 | ||||||||||
Holdback liabilities and amounts in escrow | 2,500 | ||||||||||
Total purchase consideration: | 46,250 | ||||||||||
Assets: | |||||||||||
Cash, cash equivalents and restricted cash | 5,078 | ||||||||||
Current assets | 8,221 | ||||||||||
Property and equipment | 17 | ||||||||||
Operating lease right-of-use assets | $ 913 | ||||||||||
Intangible assets: | |||||||||||
Weighted Average Useful Life (in years) | 7 years | ||||||||||
Goodwill | $ 45,681 | ||||||||||
Other non-current assets | 25 | ||||||||||
Total assets acquired | 62,677 | ||||||||||
Current liabilities | (15,487) | ||||||||||
Operating lease liabilities, non-current | (685) | ||||||||||
Long-term liabilities | (79) | ||||||||||
Deferred tax liabilities, net | (176) | ||||||||||
Net assets acquired | 46,250 | ||||||||||
September 9, 2021 Acquisition ("AHP") | Trademarks and tradenames | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 700 | ||||||||||
September 9, 2021 Acquisition ("AHP") | Renewal rights | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | $ 2,042 | ||||||||||
Floify | |||||||||||
Purchase consideration: | |||||||||||
Cash | $ 75,959 | ||||||||||
Issuance of common stock | 9,908 | ||||||||||
Holdback liabilities and amounts in escrow | 900 | ||||||||||
Contingent consideration - liability-classified | 8,632 | ||||||||||
Total purchase consideration: | 95,399 | ||||||||||
Assets: | |||||||||||
Cash, cash equivalents and restricted cash | 1,508 | ||||||||||
Current assets | 221 | ||||||||||
Property and equipment | 87 | ||||||||||
Operating lease right-of-use assets | $ 731 | ||||||||||
Intangible assets: | |||||||||||
Weighted Average Useful Life (in years) | 5 years 7 months 6 days | ||||||||||
Goodwill | $ 53,056 | ||||||||||
Total assets acquired | 96,968 | ||||||||||
Current liabilities | (1,014) | ||||||||||
Operating lease liabilities, non-current | (555) | ||||||||||
Net assets acquired | 95,399 | ||||||||||
Floify | Customer relationships | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 7,000 | ||||||||||
Floify | Acquired technology | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 28,300 | ||||||||||
Floify | Trademarks and tradenames | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 6,025 | ||||||||||
Floify | Non-competition agreements | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | $ 40 | ||||||||||
July 23, 2020 Acquisition | |||||||||||
Purchase consideration: | |||||||||||
Cash | $ 2,000 | ||||||||||
Issuance of common stock | 1,790 | ||||||||||
Total purchase consideration: | 3,790 | ||||||||||
Assets: | |||||||||||
Cash, cash equivalents and restricted cash | 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 | ||||||||||
iRoofing | |||||||||||
Purchase consideration: | |||||||||||
Cash | 6,003 | ||||||||||
Issuance of common stock | 4,711 | ||||||||||
Contingent consideration | 1,749 | $ 1,749 | |||||||||
Total purchase consideration: | 12,463 | ||||||||||
Assets: | |||||||||||
Cash, cash equivalents and restricted cash | 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 | |||||||||
Other Acquisitions | |||||||||||
Purchase consideration: | |||||||||||
Cash | $ 27,121 | 325 | |||||||||
Issuance of common stock | 3,026 | 358 | |||||||||
Deferred acquisition consideration | 80 | ||||||||||
Notes payable | 607 | ||||||||||
Holdback liabilities and amounts in escrow | 1,775 | ||||||||||
Contingent consideration - liability-classified | 327 | ||||||||||
Total purchase consideration: | 32,249 | 1,370 | |||||||||
Assets: | |||||||||||
Cash, cash equivalents and restricted cash | 36 | 1,473 | 36 | ||||||||
Current assets | 7 | 1,795 | 7 | ||||||||
Property and equipment | 2 | 80 | 2 | ||||||||
Operating lease right-of-use assets | 445 | ||||||||||
Intangible assets: | |||||||||||
Goodwill | 1,358 | 14,499 | 1,358 | ||||||||
Other non-current assets | 3 | ||||||||||
Total assets acquired | 1,943 | 35,410 | 1,943 | ||||||||
Current liabilities | (527) | (2,485) | (527) | ||||||||
Operating lease liabilities, non-current | (204) | ||||||||||
Long-term liabilities | (46) | ||||||||||
Deferred tax liabilities, net | (46) | (426) | (46) | ||||||||
Net assets acquired | 1,370 | 32,249 | 1,370 | ||||||||
Other Acquisitions | Trademarks and tradenames | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, indefinite | 4,750 | ||||||||||
Other Acquisitions | Customer relationships | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 10,320 | ||||||||||
Other Acquisitions | Acquired technology | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 1,340 | ||||||||||
Other Acquisitions | Trademarks and tradenames | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 650 | ||||||||||
Other Acquisitions | Non-competition agreements | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | $ 55 | ||||||||||
Total Acquisition | |||||||||||
Business Combinations | |||||||||||
Number of business combination transactions | item | 5 | ||||||||||
Purchase consideration: | |||||||||||
Cash | $ 283,698 | 8,328 | |||||||||
Issuance of common stock | 35,707 | 6,859 | |||||||||
Deferred acquisition consideration | 80 | ||||||||||
Notes payable | 607 | ||||||||||
Holdback liabilities and amounts in escrow | 9,825 | ||||||||||
Contingent consideration | 1,749 | 1,749 | |||||||||
Contingent consideration - equity-classified | 6,685 | ||||||||||
Contingent consideration - liability-classified | 10,369 | ||||||||||
Total purchase consideration: | 346,284 | 17,623 | |||||||||
Assets: | |||||||||||
Cash, cash equivalents and restricted cash | 537 | 27,268 | 537 | ||||||||
Current assets | 773 | 251,777 | 773 | ||||||||
Property and equipment | 258 | 2,129 | 258 | ||||||||
Operating lease right-of-use assets | 4,889 | ||||||||||
Intangible assets: | |||||||||||
Goodwill | 10,176 | 197,365 | 10,176 | ||||||||
Other non-current assets | 55,193 | ||||||||||
Total assets acquired | 21,089 | 664,725 | 21,089 | ||||||||
Current liabilities | (1,733) | (295,834) | (1,733) | ||||||||
Operating lease liabilities, non-current | (3,262) | ||||||||||
Long-term liabilities | (9,585) | ||||||||||
Deferred tax liabilities, net | (1,733) | (9,760) | (1,733) | ||||||||
Net assets acquired | $ 17,623 | 346,284 | $ 17,623 | ||||||||
Total Acquisition | Insurance licenses | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, indefinite | 4,960 | ||||||||||
Total Acquisition | Trademarks and tradenames | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, indefinite | 4,750 | ||||||||||
Total Acquisition | Customer relationships | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 48,370 | ||||||||||
Total Acquisition | Acquired technology | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 35,965 | ||||||||||
Total Acquisition | Trademarks and tradenames | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 21,700 | ||||||||||
Total Acquisition | Non-competition agreements | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 225 | ||||||||||
Total Acquisition | Value of business acquired | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | 400 | ||||||||||
Total Acquisition | Renewal rights | |||||||||||
Intangible assets: | |||||||||||
Intangible assets, finite-lived | $ 9,734 |
Business Combinations and Dis_4
Business Combinations and Disposals - Acquisitions (Details) $ in Thousands | Oct. 27, 2021USD ($) | Sep. 09, 2021USD ($) | May 20, 2021USD ($) | Apr. 05, 2021USD ($) | Jan. 12, 2021USD ($) | Dec. 31, 2020USD ($)shares | Jul. 23, 2020USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) |
Unaudited Pro Forma Consolidated Financial Information | ||||||||||||
Revenue | $ 215,769 | $ 148,771 | ||||||||||
Net loss | (112,239) | (61,253) | ||||||||||
General and administrative | ||||||||||||
Business Combinations | ||||||||||||
Acquisition related costs | 5,400 | 200 | $ 100 | |||||||||
January 12, 2021 Acquisition ("V12 Data") | ||||||||||||
Business Combinations | ||||||||||||
Cash paid in business acquisition | $ 20,196 | |||||||||||
Cash paid in business acquisition, including cash consideration payable | 20,300 | |||||||||||
Total consideration | 21,756 | |||||||||||
Contingent consideration | $ 1,400 | |||||||||||
Contingent consideration earnout period | 2 years | |||||||||||
Net assets acquired | $ 21,756 | |||||||||||
Estimated fair value | $ 1,410 | |||||||||||
Estimated Useful Life (in years) | 7 years 7 months 6 days | |||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 6,440 | |||||||||||
January 12, 2021 Acquisition ("V12 Data") | General and administrative | ||||||||||||
Business Combinations | ||||||||||||
Acquisition related costs | 800 | |||||||||||
April 5, 2021 Acquisition ("HOA") | ||||||||||||
Business Combinations | ||||||||||||
Cash paid in business acquisition | $ 84,370 | |||||||||||
Cash paid in business acquisition, excluding working capital cash paid | 84,100 | |||||||||||
Total consideration | 114,828 | |||||||||||
Issuance of common stock | 22,773 | |||||||||||
Net assets acquired | 114,828 | |||||||||||
Acquisition hold backs | $ 7,700 | |||||||||||
Consideration transferred, working capital adjustment | $ 300 | |||||||||||
Estimated Useful Life (in years) | 9 years 6 months | |||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 41,952 | |||||||||||
April 5, 2021 Acquisition ("HOA") | General and administrative | ||||||||||||
Business Combinations | ||||||||||||
Acquisition related costs | 1,900 | |||||||||||
May 20, 2021 Acquisition ("Rynoh") | ||||||||||||
Business Combinations | ||||||||||||
Cash paid in business acquisition | $ 32,302 | |||||||||||
Total consideration | 35,802 | |||||||||||
Net assets acquired | 35,802 | |||||||||||
Acquisition hold backs | $ 3,500 | |||||||||||
Estimated Useful Life (in years) | 10 years | |||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 16,490 | |||||||||||
May 20, 2021 Acquisition ("Rynoh") | General and administrative | ||||||||||||
Business Combinations | ||||||||||||
Acquisition related costs | 200 | |||||||||||
September 9, 2021 Acquisition ("AHP") | ||||||||||||
Business Combinations | ||||||||||||
Cash paid in business acquisition | $ 43,750 | |||||||||||
Total consideration | 46,250 | |||||||||||
Net assets acquired | 46,250 | |||||||||||
Acquisition hold backs | $ 2,500 | |||||||||||
Estimated Useful Life (in years) | 7 years | |||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 2,742 | |||||||||||
September 9, 2021 Acquisition ("AHP") | General and administrative | ||||||||||||
Business Combinations | ||||||||||||
Acquisition related costs | 500 | |||||||||||
Floify | ||||||||||||
Business Combinations | ||||||||||||
Cash paid in business acquisition | $ 75,959 | |||||||||||
Total consideration | 95,399 | |||||||||||
Issuance of common stock | 9,908 | |||||||||||
Net assets acquired | 95,399 | |||||||||||
Acquisition hold backs | 900 | |||||||||||
Estimated fair value | 8,632 | |||||||||||
Guarantee liability | $ 8,600 | |||||||||||
Estimated Useful Life (in years) | 5 years 7 months 6 days | |||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 41,365 | |||||||||||
Floify | General and administrative | ||||||||||||
Business Combinations | ||||||||||||
Acquisition related costs | 400 | |||||||||||
Other Acquisitions | ||||||||||||
Business Combinations | ||||||||||||
Cash paid in business acquisition | 27,121 | 325 | ||||||||||
Total consideration | 32,249 | 1,370 | ||||||||||
Issuance of common stock | 3,026 | 358 | ||||||||||
Net assets acquired | $ 1,370 | 32,249 | 1,370 | |||||||||
Estimated fair value | 327 | |||||||||||
Acquisition related costs | 1,600 | |||||||||||
Goodwill to be not deductible for income tax purposes | 3,500 | |||||||||||
Goodwill to be deductible for income tax purposes | 11,000 | $ 200 | ||||||||||
Total Acquisition | ||||||||||||
Business Combinations | ||||||||||||
Cash paid in business acquisition | 283,698 | 8,328 | ||||||||||
Total consideration | 346,284 | 17,623 | ||||||||||
Issuance of common stock | 35,707 | 6,859 | ||||||||||
Contingent consideration | 1,749 | 1,749 | ||||||||||
Net assets acquired | 17,623 | 346,284 | 17,623 | |||||||||
Estimated fair value | $ 10,369 | |||||||||||
Number of acquisitions | item | 5 | |||||||||||
Revenue | $ 79,600 | |||||||||||
Net income | $ 1,800 | |||||||||||
July 23, 2020 Acquisition | ||||||||||||
Business Combinations | ||||||||||||
Cash paid in business acquisition | $ 2,000 | |||||||||||
Total consideration | 3,790 | |||||||||||
Issuance of common stock | 1,790 | |||||||||||
Net assets acquired | 3,790 | |||||||||||
Goodwill to be deductible for income tax purposes | 1,600 | |||||||||||
iRoofing | ||||||||||||
Business Combinations | ||||||||||||
Cash paid in business acquisition | 6,003 | |||||||||||
Total consideration | 12,463 | |||||||||||
Issuance of common stock | 4,711 | |||||||||||
Contingent consideration | 1,749 | 1,749 | ||||||||||
Net assets acquired | $ 12,463 | $ 12,463 | ||||||||||
Number of shares issued as a part of consideration | shares | 300,000 | |||||||||||
Insurance licenses | April 5, 2021 Acquisition ("HOA") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 4,960 | |||||||||||
Customer relationships | ||||||||||||
Business Combinations | ||||||||||||
Estimated Useful Life (in years) | 9 years | 5 years | ||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Estimated Useful Life (in years) | 9 years | 7 years | ||||||||||
Customer relationships | January 12, 2021 Acquisition ("V12 Data") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 1,650 | |||||||||||
Estimated Useful Life (in years) | 10 years | |||||||||||
Customer relationships | April 5, 2021 Acquisition ("HOA") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 16,700 | |||||||||||
Estimated Useful Life (in years) | 10 years | |||||||||||
Customer relationships | May 20, 2021 Acquisition ("Rynoh") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 12,700 | |||||||||||
Estimated Useful Life (in years) | 10 years | |||||||||||
Customer relationships | Floify | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 7,000 | |||||||||||
Estimated Useful Life (in years) | 4 years | |||||||||||
Customer relationships | Total Acquisition | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 3,140 | $ 3,140 | ||||||||||
Customer relationships | July 23, 2020 Acquisition | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 740 | |||||||||||
Customer relationships | iRoofing | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 2,400 | $ 2,400 | ||||||||||
Acquired technology | ||||||||||||
Business Combinations | ||||||||||||
Estimated Useful Life (in years) | 4 years | 9 years | ||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Estimated Useful Life (in years) | 5 years | 6 years | ||||||||||
Acquired technology | January 12, 2021 Acquisition ("V12 Data") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 3,525 | |||||||||||
Estimated Useful Life (in years) | 4 years | |||||||||||
Acquired technology | May 20, 2021 Acquisition ("Rynoh") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 2,800 | |||||||||||
Estimated Useful Life (in years) | 7 years | |||||||||||
Acquired technology | Floify | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 28,300 | |||||||||||
Estimated Useful Life (in years) | 4 years | |||||||||||
Acquired technology | Other Acquisitions | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 300 | $ 300 | ||||||||||
Acquired technology | Total Acquisition | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 4,470 | 4,470 | ||||||||||
Acquired technology | July 23, 2020 Acquisition | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 470 | |||||||||||
Acquired technology | iRoofing | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 3,700 | $ 3,700 | ||||||||||
Trademarks and tradenames | ||||||||||||
Business Combinations | ||||||||||||
Estimated Useful Life (in years) | 12 years | 13 years | ||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Estimated Useful Life (in years) | 12 years | 9 years | ||||||||||
Trademarks and tradenames | January 12, 2021 Acquisition ("V12 Data") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 1,225 | |||||||||||
Estimated Useful Life (in years) | 15 years | |||||||||||
Trademarks and tradenames | April 5, 2021 Acquisition ("HOA") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 12,200 | |||||||||||
Estimated Useful Life (in years) | 10 years | |||||||||||
Trademarks and tradenames | May 20, 2021 Acquisition ("Rynoh") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 900 | |||||||||||
Estimated Useful Life (in years) | 20 years | |||||||||||
Trademarks and tradenames | September 9, 2021 Acquisition ("AHP") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 700 | |||||||||||
Estimated Useful Life (in years) | 10 years | |||||||||||
Trademarks and tradenames | Floify | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 6,025 | |||||||||||
Estimated Useful Life (in years) | 15 years | |||||||||||
Trademarks and tradenames | Other Acquisitions | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 240 | $ 240 | ||||||||||
Trademarks and tradenames | Total Acquisition | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 1,510 | 1,510 | ||||||||||
Trademarks and tradenames | July 23, 2020 Acquisition | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 670 | |||||||||||
Trademarks and tradenames | iRoofing | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 600 | $ 600 | ||||||||||
Value of business acquired | ||||||||||||
Business Combinations | ||||||||||||
Estimated Useful Life (in years) | 1 year | |||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Estimated Useful Life (in years) | 1 year | |||||||||||
Value of business acquired | April 5, 2021 Acquisition ("HOA") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 400 | |||||||||||
Estimated Useful Life (in years) | 1 year | |||||||||||
Renewal rights | ||||||||||||
Business Combinations | ||||||||||||
Estimated Useful Life (in years) | 8 years | |||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Estimated Useful Life (in years) | 6 years | |||||||||||
Renewal rights | April 5, 2021 Acquisition ("HOA") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 7,692 | |||||||||||
Estimated Useful Life (in years) | 8 years | |||||||||||
Renewal rights | September 9, 2021 Acquisition ("AHP") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 2,042 | |||||||||||
Estimated Useful Life (in years) | 6 years | |||||||||||
Non-competition agreements | ||||||||||||
Business Combinations | ||||||||||||
Estimated Useful Life (in years) | 2 years | 2 years | ||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Estimated Useful Life (in years) | 2 years | 2 years | ||||||||||
Non-competition agreements | January 12, 2021 Acquisition ("V12 Data") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 40 | |||||||||||
Estimated Useful Life (in years) | 2 years | |||||||||||
Non-competition agreements | May 20, 2021 Acquisition ("Rynoh") | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 90 | |||||||||||
Estimated Useful Life (in years) | 1 year | |||||||||||
Non-competition agreements | Floify | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 40 | |||||||||||
Estimated Useful Life (in years) | 3 years | |||||||||||
Non-competition agreements | Total Acquisition | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | 225 | $ 225 | ||||||||||
Non-competition agreements | July 23, 2020 Acquisition | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 70 | |||||||||||
Non-competition agreements | iRoofing | ||||||||||||
Fair value of the intangible assets as of the date of the acquisition | ||||||||||||
Fair Value | $ 155 | $ 155 |
Business Combinations and Dis_5
Business Combinations and Disposals - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 12, 2021 | Dec. 31, 2020 | Jul. 23, 2020 | May 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 28,289 | $ 225,654 | $ 28,289 | $ 18,274 | $ 21,305 | ||||
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 | 2,700 | ||||||||
Net Assets | 1,300 | ||||||||
Gain on divestiture of businesses | $ 1,400 | ||||||||
Total Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate consideration paid | 346,284 | 17,623 | |||||||
Goodwill | $ 10,176 | 197,365 | $ 10,176 | ||||||
July 23, 2020 Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill to be deductible for income tax purposes | $ 1,600 | ||||||||
Aggregate consideration paid | 3,790 | ||||||||
Goodwill | $ 1,576 | ||||||||
iRoofing | |||||||||
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 | |||||||
January 12, 2021 Acquisition ("V12 Data") | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate consideration paid | $ 21,756 | ||||||||
Goodwill | 16,708 | ||||||||
Other Acquisitions | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill to be deductible for income tax purposes | 11,000 | $ 200 | |||||||
Aggregate consideration paid | 32,249 | 1,370 | |||||||
Goodwill | $ 1,358 | 14,499 | 1,358 | ||||||
Acquisition related costs | 1,600 | ||||||||
2019 Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares received on divestiture of business | 23,488 | ||||||||
Aggregate consideration paid | $ 500 | ||||||||
Definite-lived intangible assets | 300 | ||||||||
Net liabilities | 800 | ||||||||
Goodwill | 1,000 | ||||||||
2019 Acquisition | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain on divestiture of businesses | (4,500) | ||||||||
General and administrative | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related costs | $ 5,400 | $ 200 | 100 | ||||||
General and administrative | January 12, 2021 Acquisition ("V12 Data") | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related costs | $ 800 | ||||||||
General and administrative | 2019 Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related costs | $ 100 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Option to extend | true | ||
Lease renewal term | 10 years | ||
Rent expense | $ 1,700 | $ 1,800 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term of contract | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term of contract | 5 years |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases | |
Operating lease cost | $ 2,155 |
Variable lease cost | 339 |
Operating lease cost | $ 2,494 |
Leases - Supplemental informati
Leases - Supplemental information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash paid for amounts included in measurement of lease liabilities: | |
Operating cash outflows for operating leases | $ 2,141 |
Right-of-use assets obtained in exchange for new lease obligations, Operating leases | 6,365 |
Operating lease right-of-use assets | 4,504 |
Operating lease liabilities, current | $ 1,957 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Expenses And Other Liabilities Current |
Operating lease liabilities, non-current | $ 2,694 |
Total operating lease liabilities | $ 4,651 |
Weighted average remaining lease term | 2 years 1 month 6 days |
Weighted average discount rate | 9.40% |
Leases - Future undiscounted le
Leases - Future undiscounted lease liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lease Payments | |
2022 | $ 2,276 |
2023 | 1,613 |
2024 | 888 |
2025 | 432 |
Total lease payments | 5,209 |
Less imputed interest | (558) |
Total present value of lease liabilities | $ 4,651 |
Reinsurance - Additional inform
Reinsurance - Additional information (Details) $ in Thousands | Apr. 01, 2021USD ($) | Mar. 31, 2021USD ($)item | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($)item |
Reinsurance, 2021 Program | ||||
Reinsurance Retention Policy [Line Items] | ||||
Number of placements for reinsurance programs | item | 2 | |||
Reinsured risk percentage | 90.00% | |||
Number of retention layers for reinsurance policy | item | 4 | |||
Amount retained | $ 2,000 | $ 1,500 | $ 2,000 | |
Excess amount retained | $ 270,000 | $ 33,000 | ||
Reinsurance covering non-weather losses | ||||
Reinsurance Retention Policy [Line Items] | ||||
Amount retained | $ 50 | |||
Excess amount retained | $ 500 |
Reinsurance - Effects of reinsu
Reinsurance - Effects of reinsurance on premiums written and earned (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Reinsurance | |
Direct premiums, written | $ 266,609 |
Ceded premiums, written | (237,102) |
Net premiums, written | 29,507 |
Direct premiums, earned | 213,423 |
Ceded premiums, earned | (199,366) |
Net premiums, earned | $ 14,057 |
Reinsurance - Effects of rein_2
Reinsurance - Effects of reinsurance on incurred losses and LAE (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Reinsurance | |
Direct losses and LAE | $ 181,256 |
Ceded losses and LAE | (162,752) |
Net losses and LAE | $ 18,504 |
Reinsurance - Detail of reinsur
Reinsurance - Detail of reinsurance balances due (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Reinsurance Assets [Abstract] | |
Unearned premium | $ 153,710 |
Losses and LAE Reserve | 56,752 |
Reinsurance recoverable | 17,780 |
Others | 174 |
Reinsurance balance due | $ 228,416 |
Unpaid Losses and Loss Adjust_3
Unpaid Losses and Loss Adjustment Reserve - Losses and LAE Gross (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2021 | Apr. 04, 2021 | |
Unpaid Losses and Loss Adjustment Reserve | ||
Losses and LAE reserve at April 5 | $ 84,366 | |
Reinsurance recoverable on losses and LAE | (56,752) | $ (82,898) |
Losses and LAE reserve, net of reinsurance recoverable at April 5 | 1,468 | |
Add provisions for claims losses and LAE occurring in: | ||
Current year | 17,583 | |
Prior year | 921 | |
Net incurred losses and LAE during the current year | 18,504 | |
Deduct payments for claims losses and LAE occurring in: | ||
Current year | (13,154) | |
Prior year | (1,621) | |
Net claim and LAE payments during the current year | (14,775) | |
Reserve for losses and LAE, net of reinsurance recoverable, at end of year | 5,197 | |
Reinsurance recoverable on losses and LAE | 56,752 | |
Losses and LAE reserve at December 31 | 61,949 | |
Provisions of losses and loss adjustment expense | $ 900 |
Unpaid Losses and Loss Adjust_4
Unpaid Losses and Loss Adjustment Reserve - Cumulative Reported Claim (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | $ 58,145 | ||||
IBNR Reserve | $ 2,977 | ||||
Cumulative Number of Reported Claims | 76,274 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 52,976 | ||||
All outstanding losses liabilities before 2017, net of reinsurance | 27 | ||||
Liability for losses and loss adjustment expenses, net of reinsurance | 5,197 | ||||
2017 | |||||
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | $ 6,916 | $ 6,837 | $ 6,975 | $ 7,344 | $ 8,522 |
Cumulative Number of Reported Claims | 15,537 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 6,985 | 7,029 | 7,242 | 7,253 | $ 6,426 |
2018 | |||||
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | 7,380 | 7,046 | 7,041 | 7,512 | |
IBNR Reserve | $ 12 | ||||
Cumulative Number of Reported Claims | 8,331 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 7,213 | 6,838 | 6,690 | $ 5,295 | |
2019 | |||||
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | 9,773 | 9,678 | 9,666 | ||
IBNR Reserve | $ 35 | ||||
Cumulative Number of Reported Claims | 10,698 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 9,578 | 9,324 | $ 7,405 | ||
2020 | |||||
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | 14,281 | 12,664 | |||
IBNR Reserve | $ 176 | ||||
Cumulative Number of Reported Claims | 12,866 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 13,865 | $ 9,750 | |||
2021 | |||||
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | 19,795 | ||||
IBNR Reserve | $ 2,754 | ||||
Cumulative Number of Reported Claims | 28,842 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 15,335 |
Unpaid Losses and Loss Adjust_5
Unpaid Losses and Loss Adjustment Reserve - Average Annual Percentage (Details) | Dec. 31, 2021 |
Unpaid Losses and Loss Adjustment Reserve | |
Average annual percentage payout of accident year 1 | 83.50% |
Average annual percentage payout of accident year 2 | 15.60% |
Average annual percentage payout of accident year 3 | 0.70% |
Average annual percentage payout of accident year 4 | 0.30% |
Average annual percentage payout of accident year 5 | (0.10%) |
Commitments and Contingencies -
Commitments and Contingencies - Non-cancelable purchase commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Purchase Commitments | |
2022 | $ 2,535 |
2023 | 1,600 |
2024 | 1,600 |
Total | $ 5,735 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash consideration | $ 48.6 | ||
Homeowners of America Insurance Company | |||
Minimum capital stock to be maintained | $ 2.5 | ||
Minimum surplus to be maintained | 2.5 | ||
Total statutory surplus | 48.5 | ||
Capital stock | 3 | ||
Surplus | $ 45.5 | ||
Minimum percentage of statutory surplus | 10.00% | ||
Dividends | $ 0 | ||
Homeowners of America Insurance Company | Maximum | |||
Dividends | $ 4.8 |
Segment Information - Revenue (
Segment Information - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 192,433 | $ 72,299 | $ 77,595 |
Vertical Software | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 137,150 | 63,799 | 59,259 |
Insurance | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 55,283 | 4,166 | 0 |
Divested Businesses | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 4,334 | $ 18,336 |
Segment Information - Consolida
Segment Information - Consolidated Financial Information (Details) $ in Thousands | Jan. 01, 2021segment | Jun. 30, 2021segment | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Total segment adjusted EBITDA (loss) | $ (24,020) | $ (18,319) | $ (36,835) | |||
No of reportable segments | segment | 2 | 1 | 2 | |||
Reconciling items: | ||||||
Depreciation and amortization | $ (16,386) | (6,644) | (7,377) | |||
Non-cash stock-based compensation | (38,592) | (11,296) | (35,972) | |||
Acquisition and related (Income) expense | (5,360) | (311) | (6,704) | |||
Non-cash long-lived asset impairment charge | (550) | (611) | (1,534) | |||
Revaluation of contingent consideration | 2,244 | (1,700) | 300 | |||
SPAC transaction bonus | (3,350) | |||||
Investment income and realized gains | (701) | |||||
Operating loss | (83,365) | (42,231) | (88,122) | |||
Goodwill | 225,654 | 28,289 | 18,274 | $ 21,305 | ||
Vertical Software | ||||||
Reconciling items: | ||||||
Goodwill | 182,800 | |||||
Vertical Software | Operating Segments | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Total segment adjusted EBITDA (loss) | 20,733 | 12,718 | 4,616 | |||
Insurance | ||||||
Reconciling items: | ||||||
Goodwill | 42,900 | |||||
Insurance | Operating Segments | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Total segment adjusted EBITDA (loss) | 9,007 | 405 | ||||
Corporate and other | Corporate | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Total segment adjusted EBITDA (loss) | $ (53,760) | (30,001) | (36,645) | |||
Divested Businesses | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Total segment adjusted EBITDA (loss) | $ (1,441) | $ (4,806) |
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 | Dec. 31, 2021 |
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 | $ 900 | |||||||
Quarterly payment, deferred acquisition amount | $ 200 | |||||||
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 | $ 17,300 | |||||||
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 | $ 3,200 | |||||||
Number of shares contributed by related party to other shareholders | 950,000 | |||||||
Capital contribution from shareholder inducement to convert preferred stock to common stock | $ 17,300 | |||||||
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 company's CEO | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, purchases from related party | $ 2,900 | $ 900 | ||||||
Due to related parties | $ 0 | $ 0 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (106,606) | $ (54,032) | $ (103,319) |
Induced conversion of preferred stock | (17,284) | ||
Basic | (106,606) | (71,316) | (103,319) |
Loss on re measurement of private warrant liability | 15,389 | (2,427) | |
Diluted | $ (106,606) | $ (73,743) | $ (103,319) |
Denominator: | |||
Basic | 93,884,566 | 36,344,234 | 31,170,351 |
Dilutive effect of warrants | 29,981 | ||
Diluted | 93,884,566 | 36,374,215 | 31,170,351 |
Net loss attributable per share to common stockholders: | |||
Loss per share - basic | $ (1.14) | $ (1.96) | $ (3.31) |
Loss per share - diluted | $ (1.14) | $ (2.03) | $ (3.31) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Computation of diluted net loss per antidilutive (Details) - $ / shares | Sep. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 15, 2021 |
Basic and Diluted Net Loss Per Share | |||||
Conversion price (per unit) | $ 37.74 | $ 25 | |||
Potentially dilutive shares | 11,261,261 | ||||
Stock options | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,822,992 | 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 | 2,712,762 | 2,581,902 | 495,633 | ||
Public warrants | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,795,700 | 8,625,000 | |||
Earnout shares | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,050,000 | 6,150,000 | |||
Legacy Porch warrants | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,060,530 | ||||
Convertible debt. | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 16,998,130 | 1,734,264 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events - RWS, Inc $ in Millions | Feb. 28, 2022USD ($) |
Subsequent Events | |
Interest acquired | 100.00% |
Total consideration | $ 33 |
Contingent consideration performance period | 54 months |
Subsequent Events - RSU (Detail
Subsequent Events - RSU (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2022 | Jul. 30, 2020shares | Feb. 28, 2022USD ($)D$ / sharesshares | Dec. 31, 2021shares |
Subsequent Events | ||||
Vesting percentage | 25.00% | |||
CEO | ||||
Subsequent Events | ||||
Shares issued | 1,000,000 | |||
Restricted stock units | ||||
Subsequent Events | ||||
Granted | 2,955,252 | |||
Together we win RSU award | ||||
Subsequent Events | ||||
Vesting period | 3 years | |||
Subsequent Events | CEO | ||||
Subsequent Events | ||||
Award issued value | $ | $ 5,000 | |||
Subsequent Events | Restricted stock units | CEO | ||||
Subsequent Events | ||||
Vesting period | 30 months | |||
Subsequent Events | Performance based RSU | CEO | ||||
Subsequent Events | ||||
Award issued value | $ | $ 3,750 | |||
Granted | 883,740 | |||
Vesting percentage | 0.3333% | |||
Threshold period | 30 months | 36 months | ||
Threshold trading days | D | 20 | |||
Number of consecutive trading days | D | 30 | |||
Post vesting holding period | 3 years | |||
Subsequent Events | Performance based RSU | CEO | Tranche One | ||||
Subsequent Events | ||||
Threshold closing price of common stock | $ / shares | $ 26 | |||
Subsequent Events | Performance based RSU | CEO | Tranche Two | ||||
Subsequent Events | ||||
Threshold closing price of common stock | $ / shares | 28 | |||
Subsequent Events | Performance based RSU | CEO | Tranche Three | ||||
Subsequent Events | ||||
Threshold closing price of common stock | $ / shares | $ 30 | |||
Subsequent Events | Time based RSU | CEO | ||||
Subsequent Events | ||||
Award issued value | $ | $ 1,250 | |||
Granted | 144,844 | |||
Subsequent Events | Together we win RSU award | CEO | ||||
Subsequent Events | ||||
Shares issued | 695,249 | |||
Restricted shares granted value | $ | $ 6,000 | |||
Vesting period | 36 months |
Schedule I_ Condensed Financial
Schedule I: Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||||
Total assets | $ 1,038,747 | $ 268,387 | ||
Current liabilities | ||||
Accrued expenses and other current liabilities | 37,675 | 9,905 | ||
Total current liabilities | 363,122 | 31,726 | ||
Long-term debt | 414,585 | 43,237 | ||
Earnout liability, at fair value | 13,866 | 50,238 | ||
Private warrant liability, at fair value | 15,193 | 31,534 | ||
Total liabilities | 821,702 | 161,062 | ||
Commitments and contingencies | ||||
Stockholders' equity | ||||
Common stock, $0.0001 par value: Authorized shares - 400,000,000 and 400,000,000, respectively Issued and outstanding shares - 97,961,597 and 81,669,151, respectively | 10 | 8 | ||
Additional paid-in capital | 641,406 | 424,823 | ||
Accumulated other comprehensive loss | (259) | |||
Accumulated deficit | (424,112) | (317,506) | ||
Total stockholders' equity | 217,045 | 107,325 | $ (59,979) | $ (149,842) |
Total liabilities and stockholders' equity | 1,038,747 | 268,387 | ||
Parent | ||||
Assets | ||||
Investment in subsidiary | 661,619 | 189,097 | ||
Total assets | 661,619 | 189,097 | ||
Current liabilities | ||||
Accrued expenses and other current liabilities | 930 | |||
Total current liabilities | 930 | |||
Long-term debt | 414,585 | |||
Earnout liability, at fair value | 13,866 | 50,238 | ||
Private warrant liability, at fair value | 15,193 | 31,534 | ||
Total liabilities | 444,574 | 81,772 | ||
Stockholders' equity | ||||
Common stock, $0.0001 par value: Authorized shares - 400,000,000 and 400,000,000, respectively Issued and outstanding shares - 97,961,597 and 81,669,151, respectively | 10 | 8 | ||
Additional paid-in capital | 641,406 | 424,823 | ||
Accumulated other comprehensive loss | (259) | |||
Accumulated deficit | (424,112) | (317,506) | ||
Total stockholders' equity | 217,045 | 107,325 | ||
Total liabilities and stockholders' equity | $ 661,619 | $ 189,097 |
Schedule I_ Condensed Financi_2
Schedule I: Condensed Financial Information of Registrant - Condensed Balance Sheets - Parenthetical (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 97,961,597 | 81,669,151 |
Common stock, shares outstanding | 97,961,597 | 81,669,151 |
Parent | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 97,961,597 | 81,669,151 |
Common stock, shares outstanding | 97,961,597 | 81,669,151 |
Schedule I_ Condensed Financi_3
Schedule I: Condensed Financial Information of Registrant - Condensed Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating expenses(1): | ||||
General and administrative | $ 85,795 | $ 28,199 | $ 52,011 | |
Operating loss | (83,365) | (42,231) | (88,122) | |
Other income (expense): | ||||
Interest expense | (5,757) | (14,734) | (7,134) | |
Change in fair value of earnout liability | (18,519) | |||
Change in fair value of private warrant liability | (15,389) | 2,427 | ||
Total other income (expense) | (33,514) | (13,490) | (15,101) | |
Loss before income taxes | (116,879) | (55,721) | (103,223) | |
Income tax benefit (expense) | 10,273 | 1,689 | (96) | |
Net loss | (106,606) | (54,032) | (103,319) | |
Comprehensive loss | (106,865) | $ (54,032) | $ (103,319) | |
Parent | ||||
Operating expenses(1): | ||||
General and administrative | $ 56 | 4,079 | ||
Operating loss | (56) | (4,079) | ||
Other income (expense): | ||||
Interest expense | (1,573) | |||
Change in fair value of earnout liability | (18,519) | |||
Change in fair value of private warrant liability | 2,427 | (15,389) | ||
Equity in net income (loss) of subsidiary | 1,360 | (67,046) | ||
Total other income (expense) | 3,787 | (102,527) | ||
Loss before income taxes | 3,731 | (106,606) | ||
Income tax benefit (expense) | 0 | |||
Net loss | 3,731 | (106,606) | ||
Other comprehensive loss | (259) | |||
Comprehensive loss | $ 3,731 | $ (106,865) |
Schedule I_ Condensed Financi_4
Schedule I: Condensed Financial Information of Registrant - Condensed Statements of Cashflows (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 19, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash flows from operating activities: | |||||
Net loss | $ (106,606) | $ (54,032) | $ (103,319) | ||
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Loss on re measurement of private warrant liability | 15,389 | (2,427) | |||
Loss on remeasurement of earnout liability | 18,519 | ||||
Interest expense (non-cash) | 2,387 | 7,488 | 2,369 | ||
Change in operating assets and liabilities, net of acquisitions and divestitures | |||||
Accrued expenses and other current liabilities | (15,981) | (15,946) | 7,704 | ||
Net cash used in operating activities | (34,777) | (48,669) | (29,335) | ||
Cash flows from investing activities: | |||||
Net cash used in investing activities | (263,433) | (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 | (262) | (5,652) | |||
Proceeds from debt issuance, net of fees | $ 3,000 | 413,537 | 66,190 | 31,300 | |
Capped call transactions | (52,913) | ||||
Proceeds from exercises of warrants | 126,741 | ||||
Proceeds from exercises of stock options and Legacy Porch warrants | 4,288 | 911 | 114 | ||
Income tax withholdings paid upon vesting of restricted stock units | (28,877) | ||||
Net cash provided by financing activities | 415,549 | 259,614 | 34,486 | ||
Net change in cash, cash equivalents, and restricted cash | 117,339 | 200,274 | (57) | ||
Cash, cash equivalents, and restricted cash, beginning of period | 207,453 | 7,179 | 7,236 | ||
Cash, cash equivalents, and restricted cash end of period | $ 207,453 | 324,792 | $ 207,453 | $ 7,179 | |
Parent | |||||
Cash flows from operating activities: | |||||
Net loss | 3,731 | (106,606) | |||
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Equity in net loss of subsidiary | (1,360) | 67,046 | |||
Loss on re measurement of private warrant liability | (2,427) | 15,389 | |||
Loss on remeasurement of earnout liability | 18,519 | ||||
Interest expense (non-cash) | 643 | ||||
Change in operating assets and liabilities, net of acquisitions and divestitures | |||||
Accrued expenses and other current liabilities | 930 | ||||
Net cash used in operating activities | (56) | (4,079) | |||
Cash flows from investing activities: | |||||
Paid to subsidiary | (269,425) | (458,697) | |||
Net cash used in investing activities | (269,425) | (458,697) | |||
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 | 413,537 | ||||
Capped call transactions | (52,913) | ||||
Proceeds from exercises of warrants | 126,741 | ||||
Proceeds from exercises of stock options and Legacy Porch warrants | 4,288 | ||||
Income tax withholdings paid upon vesting of restricted stock units | (28,877) | ||||
Net cash provided by financing activities | $ 269,481 | $ 462,776 |
Schedule I_ Condensed Financi_5
Schedule I: Condensed Financial Information of Registrant (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax benefit (expense) | $ 10,273 | $ 1,689 | $ (96) |
Parent | |||
Income tax benefit (expense) | $ 0 |