Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | 411 1st Avenue S. | ||
Entity Address, Address Line Two | Suite 501 | ||
Entity Address, City or Town | Seattle | ||
Entity Address State Or Province | WA | ||
Entity Address, Postal Zip Code | 98104 | ||
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 | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 208 | ||
Entity Common Stock, Shares Outstanding | 96,980,870 | ||
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 | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||||||
Cash and cash equivalents | $ 215,060 | $ 260,198 | $ 271,003 | $ 292,373 | $ 315,741 | ||
Accounts receivable, net | 26,438 | 35,364 | 36,050 | 27,388 | 28,767 | ||
Short-term investments | 36,523 | 7,212 | 8,165 | 8,462 | 9,251 | ||
Reinsurance balance due | 299,060 | 299,596 | 269,251 | 236,336 | 228,416 | ||
Prepaid expenses and other current assets | 20,009 | 20,158 | 21,953 | 20,753 | 14,338 | ||
Restricted cash | 13,545 | 16,296 | 10,574 | 10,162 | 8,551 | ||
Total current assets | 610,635 | 638,824 | 616,996 | 595,474 | 605,064 | ||
Property, equipment, and software, net | 12,240 | 11,236 | 9,984 | 8,340 | 6,666 | ||
Operating lease right-of-use assets | 4,201 | 4,697 | 6,052 | 3,922 | 4,504 | ||
Goodwill | 244,697 | 251,905 | 297,645 | 250,390 | 225,654 | $ 28,289 | $ 18,274 |
Long-term investments | 55,118 | 55,357 | 56,228 | 56,865 | 58,324 | ||
Intangible assets, net | 108,255 | 111,728 | 136,575 | 124,306 | 129,830 | ||
Restricted cash, non-current | 500 | 500 | 500 | 500 | |||
Long-term insurance commissions receivable | 12,265 | 11,930 | 10,461 | 9,061 | 7,521 | ||
Other assets | 1,646 | 3,057 | 1,519 | 5,373 | 684 | ||
Total assets | 1,049,057 | 1,089,234 | 1,135,960 | 1,054,231 | 1,038,747 | ||
Current liabilities | |||||||
Accounts payable | 6,268 | 6,717 | 7,739 | 8,016 | 6,965 | ||
Accrued expenses and other current liabilities | 39,742 | 36,847 | 46,614 | 34,140 | 37,675 | ||
Deferred revenue | 270,690 | 277,616 | 243,982 | 199,140 | 201,085 | ||
Refundable customer deposits | 20,142 | 22,585 | 21,618 | 18,716 | 15,274 | ||
Current debt | 16,455 | 22,832 | 19,013 | 19,682 | 150 | ||
Losses and loss adjustment expense reserves | 100,632 | 100,298 | 88,894 | 79,608 | 61,949 | ||
Other insurance liabilities, current | 61,710 | 55,945 | 61,516 | 43,049 | 40,024 | ||
Total current liabilities | 515,639 | 522,840 | 489,376 | 402,351 | 363,122 | ||
Long-term debt | 425,310 | 425,012 | 416,568 | 415,002 | 414,585 | ||
Operating lease liabilities, non-current | 2,536 | 2,968 | 3,622 | 2,267 | 2,694 | ||
Earnout liability, at fair value | 44 | 57 | 100 | 2,687 | 13,866 | ||
Private warrant liability, at fair value | 707 | 802 | 926 | 5,004 | 15,193 | ||
Other liabilities (includes $24,546 and $9,617 at fair value, respectively) | 25,468 | 24,952 | 30,825 | 15,528 | 12,242 | ||
Total liabilities | 969,704 | 976,631 | 941,417 | 842,839 | 821,702 | ||
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 - 98,455,838 and 97,961,597, respectively | 10 | 10 | 10 | 10 | 10 | ||
Additional paid-in capital | 670,537 | 664,362 | 659,814 | 647,551 | 641,406 | ||
Accumulated other comprehensive loss | (6,171) | (6,571) | (4,559) | (2,774) | (259) | ||
Accumulated deficit | (585,023) | (545,198) | (460,722) | (433,395) | (424,112) | ||
Total stockholders' equity | 79,353 | 112,603 | 194,543 | 211,392 | 217,045 | $ 107,325 | $ (59,979) |
Total liabilities and stockholders' equity | $ 1,049,057 | $ 1,089,234 | $ 1,135,960 | $ 1,054,231 | $ 1,038,747 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | |||||
Other liabilities | $ 24,546 | $ 23,228 | $ 29,858 | $ 12,822 | $ 9,617 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 |
Common stock, shares issued | 98,455,838 | 100,410,325 | 99,440,528 | 98,297,186 | 97,961,597 |
Common stock, shares outstanding | 98,455,838 | 99,440,528 | 98,297,186 | 97,961,597 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations | |||||||||
Revenue | $ 64,113 | $ 77,353 | $ 70,915 | $ 63,567 | $ 134,482 | $ 211,835 | $ 275,948 | $ 192,433 | $ 72,299 |
Operating expenses(1): | |||||||||
Cost of revenue | 20,170 | 32,940 | 29,251 | 25,216 | 54,467 | 87,407 | 107,577 | 58,725 | 17,562 |
Selling and marketing | 28,031 | 30,579 | 29,160 | 26,077 | 55,237 | 85,817 | 113,848 | 84,273 | 41,665 |
Product and technology | 15,119 | 14,438 | 15,777 | 14,231 | 30,009 | 44,446 | 59,565 | 47,005 | 28,546 |
General and administrative | 30,259 | 25,257 | 28,405 | 26,699 | 55,103 | 80,360 | 110,619 | 85,795 | 28,199 |
Impairment loss on intangible assets and goodwill | 4,329 | 57,057 | 57,057 | 61,386 | |||||
Gain on divestiture of businesses | (1,442) | ||||||||
Total operating expenses | 97,908 | 160,271 | 102,593 | 92,223 | 194,816 | 355,087 | 452,995 | 275,798 | 114,530 |
Operating loss | (33,795) | (82,918) | (31,678) | (28,656) | (60,334) | (143,252) | (177,047) | (83,365) | (42,231) |
Other income (expense): | |||||||||
Interest expense | (2,219) | (2,152) | (1,925) | (2,427) | (4,352) | (6,504) | (8,723) | (5,757) | (14,734) |
Change in fair value of earnout liability | 13 | 43 | 2,587 | 11,179 | 13,766 | 13,809 | 13,822 | (18,519) | |
Change in fair value of private warrant liability | 95 | 124 | 4,078 | 10,189 | 14,267 | 14,391 | 14,486 | (15,389) | 2,427 |
Gain on extinguishment of debt | 5,110 | 5,748 | |||||||
Investment income and realized gains, net of investment expenses | 399 | 335 | 243 | 197 | 440 | 775 | 1,174 | 701 | |
Other income (expense), net | 608 | 69 | (162) | 56 | (107) | (37) | 571 | 340 | (6,931) |
Total other income (expense) | (1,104) | (1,581) | 4,821 | 19,194 | 24,014 | 22,434 | 21,330 | (33,514) | (13,490) |
Loss before income taxes | (34,899) | (84,499) | (26,857) | (9,462) | (36,320) | (120,818) | (155,717) | (116,879) | (55,721) |
Income tax benefit (expense) | (574) | 23 | (468) | 177 | (290) | (268) | (842) | 10,273 | 1,689 |
Net loss | $ (35,473) | $ (84,476) | $ (27,325) | $ (9,285) | $ (36,610) | $ (121,086) | (156,559) | (106,606) | (54,032) |
Induced conversion of preferred stock | (17,284) | ||||||||
Net loss attributable to common stockholders | $ (156,559) | $ (106,606) | $ (71,316) | ||||||
Loss per share - basic (Note 19) | $ (0.36) | $ (0.86) | $ (0.28) | $ (0.10) | $ (0.38) | $ (1.25) | $ (1.61) | $ (1.14) | $ (1.96) |
Loss per share - diluted (Note 19) | $ (0.36) | $ (0.86) | $ (0.28) | $ (0.10) | $ (0.38) | $ (1.25) | $ (1.61) | $ (1.14) | $ (2.03) |
Weighted-average shares used in computing net loss attributable per share to common stockholders: | |||||||||
Shares used in computing basic loss per share | 98,365,762 | 97,792,485 | 97,142,163 | 96,074,527 | 96,611,294 | 97,009,351 | 97,351,241 | 93,884,566 | 36,344,234 |
Shares used in computing diluted loss per share | 98,365,762 | 97,792,485 | 97,142,163 | 96,074,527 | 96,611,294 | 97,009,351 | 97,351,241 | 93,884,566 | 36,374,215 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock based compensation expense | $ 27,041 | $ 38,592 | $ 11,296 |
Cost of revenue. | |||
Stock based compensation expense | 1 | 2 | |
Selling and marketing | |||
Stock based compensation expense | 4,855 | 5,584 | 1,901 |
Product and technology | |||
Stock based compensation expense | 5,435 | 7,223 | 5,248 |
General and administrative | |||
Stock based compensation expense | $ 16,751 | $ 25,784 | $ 4,145 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (156,559) | $ (106,606) |
Other comprehensive income (loss): | ||
Current period change in net unrealized loss, net of tax | (5,912) | (259) |
Comprehensive loss | $ (162,471) | $ (106,865) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock Redeemable Convertible Preferred Stock | Common Stock Series B and Series C Redeemable Convertible Preferred Stock | Common Stock Series C Redeemable Convertible Preferred Stock | Common Stock Common stock warrants | Common Stock | Additional Paid-in Capital Redeemable Convertible Preferred Stock | Additional Paid-in Capital Series B and Series C Redeemable Convertible Preferred Stock | Additional Paid-in Capital Series C Redeemable Convertible Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Redeemable Convertible Preferred Stock | Series B and Series C Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock | Total |
Beginning Balance at Dec. 31, 2019 | $ 3 | $ 203,492 | $ (263,474) | $ (59,979) | |||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 34,197,822 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive loss | (54,032) | (54,032) | |||||||||||||
Stock-based compensation | 10,660 | 10,660 | |||||||||||||
Stock-based compensation - earnout | 636 | 636 | |||||||||||||
Stock-based compensation - earnout (in shares) | 1,976,332 | ||||||||||||||
Issuance of common stock for acquisitions | 6,898 | 6,898 | |||||||||||||
Issuance of common stock for acquisitions (in shares) | 785,330 | ||||||||||||||
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 | |||||||||||||
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 | ||||||||||||||
Shareholder contribution | 17,584 | 17,584 | |||||||||||||
Issuance of common stock warrants | 44 | 44 | |||||||||||||
Shares repurchased | $ 480 | $ 480 | |||||||||||||
Shares repurchased (in shares) | (75,162) | ||||||||||||||
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] | |||||||||||||||
Comprehensive loss | (106,606) | $ (259) | (106,865) | ||||||||||||
Stock-based compensation | 15,631 | 15,631 | |||||||||||||
Stock-based compensation - earnout | 22,961 | 22,961 | |||||||||||||
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 awards (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 | ||||||||||||||
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 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive loss | (11,800) | ||||||||||||||
Ending Balance at Mar. 31, 2022 | 211,392 | ||||||||||||||
Beginning Balance at Dec. 31, 2021 | $ 10 | 641,406 | (424,112) | (259) | 217,045 | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 97,961,597 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive loss | (40,910) | ||||||||||||||
Ending Balance at Jun. 30, 2022 | 194,543 | ||||||||||||||
Beginning Balance at Dec. 31, 2021 | $ 10 | 641,406 | (424,112) | (259) | 217,045 | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 97,961,597 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive loss | (127,398) | ||||||||||||||
Ending Balance at Sep. 30, 2022 | 112,603 | ||||||||||||||
Beginning Balance at Dec. 31, 2021 | $ 10 | 641,406 | (424,112) | (259) | 217,045 | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 97,961,597 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive loss | (156,559) | (5,912) | (162,471) | ||||||||||||
Stock-based compensation | 27,041 | 27,041 | |||||||||||||
Issuance of common stock for acquisitions | 3,552 | 3,552 | |||||||||||||
Issuance of common stock for acquisitions (in shares) | 628,660 | ||||||||||||||
Contingent consideration for acquisitions | 530 | 530 | |||||||||||||
Vesting of restricted stock awards (in shares) | 2,144,546 | ||||||||||||||
Exercise of stock options | 1,116 | $ 1,116 | |||||||||||||
Exercise of stock options (in shares) | 473,653 | 473,653 | |||||||||||||
Income tax withholdings | (3,108) | $ (3,108) | |||||||||||||
Income tax withholdings (in shares) | (613,377) | ||||||||||||||
Shares repurchased | 4,352 | 4,352 | |||||||||||||
Shares repurchased (in shares) | (2,388,756) | ||||||||||||||
Ending Balance at Dec. 31, 2022 | $ 10 | 670,537 | (585,023) | (6,171) | 79,353 | ||||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 98,206,323 | ||||||||||||||
Beginning Balance at Mar. 31, 2022 | 211,392 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive loss | (29,110) | ||||||||||||||
Ending Balance at Jun. 30, 2022 | 194,543 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive loss | (86,488) | ||||||||||||||
Ending Balance at Sep. 30, 2022 | 112,603 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Comprehensive loss | $ (35,073) | ||||||||||||||
Shares repurchased (in shares) | 2,388,756 | ||||||||||||||
Ending Balance at Dec. 31, 2022 | $ 10 | $ 670,537 | $ (585,023) | $ (6,171) | $ 79,353 | ||||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 98,206,323 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (156,559) | $ (106,606) | $ (54,032) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 27,930 | 16,386 | 6,644 |
Amortization of operating lease right-of-use assets | 2,117 | 1,861 | |
Impairment loss on intangible assets and goodwill | 61,386 | ||
Loss on sale and impairment of property, equipment, and software | 745 | 595 | 895 |
Gain on extinguishment of debt | (5,110) | (5,748) | |
Loss on remeasurement of debt | 895 | ||
Gain on divestiture of businesses | (1,442) | ||
Loss on remeasurement of Legacy Porch warrants | 2,584 | ||
Loss (gain) on remeasurement of private warrant liability | (14,486) | 15,389 | (2,427) |
Loss (gain) on remeasurement of contingent consideration | 6,944 | (2,244) | 1,700 |
Loss (gain) on remeasurement of earnout liability | (13,822) | 18,519 | |
Stock-based compensation | 27,041 | 38,592 | 11,296 |
Amortization of investment premium/accretion of discount, net | 278 | 369 | |
Net realized losses on investments | 370 | 67 | |
Interest expense (non-cash) | 2,270 | 2,387 | 7,488 |
Other | 885 | 1,055 | |
Other | (23) | ||
Change in operating assets and liabilities, net of acquisitions and divestitures | |||
Accounts receivable | (4,886) | (2,905) | 203 |
Reinsurance balance due | (70,644) | (15,343) | |
Prepaid expenses and other current assets | (5,146) | (5,323) | (2,587) |
Accounts payable | (697) | (11,779) | 4,092 |
Accrued expenses and other current liabilities | (6,519) | (15,981) | (15,946) |
Losses and loss adjustment expense reserves | 38,683 | (22,417) | |
Other insurance liabilities, current | 21,686 | 14,396 | |
Deferred revenue | 66,254 | 53,556 | 2,206 |
Refundable customer deposits | 6,537 | (3,545) | (3,521) |
Deferred income tax | (287) | ||
Long-term insurance commissions receivable | (4,744) | (4,156) | (3,365) |
Operating lease liabilities, non-current | (2,082) | (2,141) | |
Other | (990) | (399) | 2,419 |
Net cash used in operating activities | (17,736) | (34,777) | (48,669) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,350) | (972) | (279) |
Capitalized internal use software development costs | (8,100) | (3,719) | (2,601) |
Purchases of short-term and long-term investments | (52,506) | (24,006) | |
Maturities, sales of short-term and long-term investments | 21,906 | 21,694 | |
Acquisitions, net of cash acquired | (38,628) | (256,430) | (7,791) |
Net cash used in investing activities | (79,678) | (263,433) | (10,671) |
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 | 33,643 | 413,537 | 66,190 |
Repayments of advance funding | (22,746) | ||
Repayments of principal and related fees | (5,150) | (46,965) | (81,640) |
Proceeds from issuance of redeemable convertible preferred stock, net of fees | 4,714 | ||
Capped call transactions | (52,913) | ||
Proceeds from exercises of warrants | 126,741 | ||
Proceeds from exercises of stock options and Legacy Porch warrants | 1,116 | 4,288 | 911 |
Income tax withholdings paid upon vesting of restricted stock units | (3,108) | (28,877) | |
Payments of acquisition-related contingent consideration | (715) | ||
Repurchase of stock | (1,813) | (42) | |
Net cash provided by financing activities | 1,227 | 415,549 | 259,614 |
Net change in cash, cash equivalents, and restricted cash | (96,187) | 117,339 | 200,274 |
Cash, cash equivalents, and restricted cash, beginning of period | 324,792 | 207,453 | 7,179 |
Cash, cash equivalents, and restricted cash end of period | 228,605 | 324,792 | 207,453 |
Supplemental disclosures | |||
Cash paid for interest | 3,512 | 2,662 | 9,103 |
Cash paid for income taxes | 674 | ||
Non-cash consideration for acquisitions | 12,252 | 52,761 | 9,295 |
Share repurchases included in accrued expenses and other current liabilities | $ 2,539 | ||
Reduction of earnout liability due to a vesting event | $ 54,891 | ||
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 | ||
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 | ||
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, 2022 | |
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 approximately 30,900 companies and small businesses. Porch’s Insurance segment, with approximately 390,000 insurance and warranty policies in force, operates both as an insurance carrier underwriting home insurance policies, and as an agent selling home and auto insurance for over 20 national and regional insurance companies. The Insurance Segment also includes Porch’s warranty service offerings. 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 individuals. 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. Among other transactions which are fully described in “Item 8. Financial Statements and Supplementary Data” the following transactions occurred: ● 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. See Note 9. ● As a result of the Merger, $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. ● 14,235,000 common stock warrants remained outstanding as a result of the merger, of which, 5,700,000 were private warrants and 8,625,000 were public warrants. 1,795,700 private warrants remained unexercised as of December 31, 2022 and 2021. See Note 8. ● 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 of 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. 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 Basis of Presentation The consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All significant intercompany accounts and transactions are eliminated in consolidation. Comprehensive Loss Comprehensive loss consists of adjustments related to unrealized gains and losses on available-for-sale securities. 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. The estimates and assumptions that are evaluated by management include, but are not limited to, impairment losses on intangible assets and goodwill, estimated variable consideration for services performed, estimated lifetime value of insurance agency commission revenue, current estimate for credit losses, depreciable lives for property and equipment, the valuation of and useful lives for acquired intangible assets, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation expense, unpaid losses for insurance claims and loss adjustment expenses, contingent consideration, earnout liabilities and private warrant liabilities. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. Concentrations 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 balances 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 reinsurance counterparties. Two reinsurers represented more than 10% individually, and 45% in aggregate, of the Company’s insurance subsidiary’s total reinsurance receivables as of December 31, 2022. 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. The Company’s insurance and warranty revenues in the Insurance segment are concentrated in Texas (which represent approximately 52% and 61% of the Insurance segment revenues in 2022 and 2021, respectively) and South Carolina (which represent approximately 10% and 9% of the Insurance segment revenues in 2022 and 2021, respectively). No individual customer represented more than 10% of the Company’s total revenue for the years ended December 31, 2022, 2021 or 2020. As of December 31, 2022 and 2021, no individual customer accounted for 10% or more of the Company’s total accounts receivable. As of December 31, 2022, the Company held approximately $148.0 million of cash with three U.S. commercial banks. 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, 2022 includes $5.1 million held by the Company’s captive insurance company as a collateral for the benefit of Homeowners of America (“HOA”), $1.0 million held in money market mutual funds pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, $5.0 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in nineteen non-current The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: December 31, 2022 December 31, 2021 Cash and cash equivalents $ 215,060 $ 315,741 Restricted cash and restricted cash equivalents - current 13,545 8,551 Restricted cash and restricted cash equivalents - non-current — 500 Cash, cash equivalents and restricted cash $ 228,605 $ 324,792 Investments The Company’s investments are primarily comprised of short-term certificates of deposit, U.S. Treasury, corporate and municipal bonds, 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 accretion or 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. See Note 3 for additional information about the Company’s evaluation. 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, 2022 December 31, 2021 Certificates of deposit $ 1,463 $ 2,164 U.S. Treasury notes 1,216 1,276 $ 2,679 $ 3,440 $0.2 million of pledged certificates of deposit and $0.5 million of U.S. Treasury notes are included in short-term investments, and $1.2 million of pledged certificates of deposit and $0.8 million of pledged U.S. Treasury notes are included in long-term investments, on the accompanying consolidated balance sheet as of December 31, 2022. $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, corporate partnerships, and individual policyholders, 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, 2022 and 2021, was $0.5 million and $0.4 million, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected more than twelve months from the balance sheet date. 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. 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, 2022 and 2021, DAC of $8.7 million and $4.0 million, respectively, is included in prepaid expenses and other current assets. Amortized deferred acquisition costs included in sales and marketing expense, amounted to $14.5 million and $2.5 million, for the years ended December 31, 2022 and 2021, respectively. 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 Furniture, office equipment and other 3 5 Internally developed software 2 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 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 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. During the third quarter of 2022, management identified various qualitative factors that collectively, indicated that the Company had triggering events, including a sustained decrease in stock price, increased costs due to inflationary pressures, and a deterioration of the macroeconomic environment in the housing and real estate industry. The Company performed a valuation of both the Vertical Software and Insurance reporting units using a combination of market and income approaches based on peer performance and discounted cash flow or dividend discount model methodologies. Given the results of the quantitative assessment, the Company determined that the Insurance reporting unit’s goodwill was impaired, and recorded impairment charges of $39.4 million related to its Insurance segment. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions to evaluate the impact of operating and macroeconomic changes on each reporting unit. The fair value of each reporting unit was estimated using a combination of income and market valuation approaches using publicly traded company multiples in similar businesses. Such fair value measurements are based predominately on Level 3 inputs. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test was risk-adjusted to reflect the specific risk profile of the reporting units and ranged from 17% to 20%. In the fourth quarter of 2022, the Company updated its preliminary purchase price allocations for certain acquisitions. As a result of these adjustments, the carrying value of the Insurance reporting unit was higher than the fair value as of September 30, 2022, which resulted in the Company recognizing an additional goodwill impairment charge of $4.3 million in the fourth quarter of 2022. During the year ended December 31, 2022, the Company recorded total goodwill impairment charges of $43.7 million, related to its Insurance segment. Impairment charges are included in impairment loss on intangible assets and goodwill in the consolidated statements of operations. There were no goodwill impairment losses recorded during the years ended December 31, 2021 and 2020. Intangible Assets Intangible assets consist of acquired customer relationships, acquired technology, trademarks and trade names, renewal rights, insurance licenses, non-compete agreements, 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 October 1 and whenever events or circumstances arise that indicate an impairment may exist. See Impairment of Long-Lived Assets section below. 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. Events that trigger a test for recoverability include a significant decrease in the market price for a long-lived asset, significant negative industry or economic trends, an accumulation of costs significantly in excess of the amount originally expected for the acquisition, a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or a sustained decrease in share price. When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group’s fair value is measured relying primarily on an income approach. An impairment charge is recognized for the amount by which the carrying value of the asset group exceeds its estimated fair value. Management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. During the third quarter of 2022, management identified various qualitative factors that collectively indicated that the Company had trigger events including a sustained decrease in stock price, increased costs due to inflationary pressures, and a deterioration of the macroeconomic environment in the housing and real estate industry. The Company used an income approach to determine that the estimated fair value of certain asset groups was less than their carrying values, which resulted in impairment charges of $17.7 million, primarily related to acquired technology, trademarks and tradenames, and customer relationships for certain businesses within its Vertical Software segment. Impairment charges are included in impairment loss We estimate the fair value of an asset group using the income approach. Such fair value measurements are based predominately on Level 3 inputs. Inherent in our development of cash flow projections are assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and cost of capital, similar to those a market participant would use to assess fair value. We also make certain assumptions about future economic conditions and other data. Many of these factors used in assessing fair value are outside the control of management and these assumptions and estimates may change in future periods. Losses due to impairment of long-lived assets, other than intangible assets, totaled product and technology 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”). IBNR is reviewed regularly using a variety of actuarial techniques. We update the reserve estimates as historical loss experience develops, additional claims are reported and/or settled and new information becomes available. Any changes in estimates are reflected in operating results in the period in which the estimates are changed. Although management believes that the balance of these reserves is adequate, 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 is charged to expense as incurred. Reinsurance In the normal course of business, the Company monitors return and risk 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’s insurance company subsidiaries have entered proportional and non-proportional reinsurance treaties, under which the insurance company subsidiaries have ceded some, but not all, the liabilities to third-party reinsurers including, but not limited to, catastrophe exposure. The amount and type of reinsurance employed is based on management’s analysis of capital as well as its estimates of probable maximum loss and evaluation of the conditions within the reinsurance market. The Company 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. Additionally, the insurance contracts are subject to contingent commission adjustments and loss participation features, which aligns our interests with those of our reinsurers. Ceded premium written is recorded in accordance with the applicable terms of the reinsurance contracts and ceded premium earned is charged against revenue over the period of the reinsurance contracts. Ceded losses incurred reduce net loss and LAE incurred over the applicable periods of the reinsurance contracts with third-party reinsurers. Other Insurance Liabilities, Current The following table details the components of other insurance liabilities, current in the consolidated balance sheets: As of December 31, 2022 As of December 31, 2021 Ceded reinsurance premiums payable $ 29,204 $ 22,523 Commissions payable, reinsurers and agents 21,045 10,697 Advance premiums 8,668 4,277 Funds held under reinsurance treaty 1,851 2,206 General and accrued expenses payable 942 321 Other insurance liabilities, current $ 61,710 $ 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 “December 23, 2020 Merger” section of 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 revenue from a variety of sources: ● Insurance revenue in the form of insurance and warranty premiums, policy fees, commissions from reinsurers and other insurance-related fees generated through its owned insurance carrier, as well as commissions from third-party insurance carriers where Porch acts as an independent agent; ● Software and service subscription revenue generated from fees paid by companies for access to Porch’s software and provision of services; ● Move-related revenue through fees received for connecting homeowners to service providers during time of a move including movers, TV/Internet, warranty, and security monitoring providers and for providing select services directly to the homeowner; and ● Post-move related revenue in the form of fees earned from introducing homeowners to home service professionals including handyman, plumbers, electricians, roofers, etc . The Company determines revenue recognition for contracts with customers 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 carriers, performance of home project and moving services ( Move-related and Post-move Revenue), Software and Service 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. 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’s typical subscription contracts are monthly or annual contracts in which pricing is based on a specified volume of activity. The Company also provides certain data analytics, transaction monitoring and marketing services under subscription and service contracts. Fees earned for providing access to the 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 software and services during the contract term . Move-related Revenue Move-related revenue is generated when the Company connects service providers directly to homeowners, and includes fees earned from providing services directly to the homeowner, mainly moving services. The Company generally invoices for move-related services projects on a fixed fee or time and materials basis as contractually agreed-upon with the end customer (i.e., the transaction price). Revenue is recognized as services are performed based on an output measure of progress, which is generally over a |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue | |
Revenue | 2. Revenue Disaggregation of Revenue Total revenues consisted of the following: Year Ended December 31, 2022 2021 2020 Vertical Software segment Software and service subscriptions $ 72,777 $ 57,004 $ 7,672 Move-related transactions 62,317 60,996 36,921 Post-move transactions 19,821 19,150 19,206 Total Vertical Software segment revenue 154,915 137,150 63,799 Insurance segment Insurance and warranty premiums, commissions and policy fees 121,033 55,283 4,166 Total Insurance segment revenue 121,033 55,283 4,166 Divested Businesses — — 4,334 Total revenue (1) $ 275,948 $ 192,433 $ 72,299 (1) Disclosures Related to Contracts with Customers Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent a contract exists, as defined by ASC 606, these liabilities are classified as deferred revenue. To the extent that a contract does not exist, as defined by ASC 606, these liabilities are classified as refundable customer deposits. Refundable customer deposits related to contracts with customers were not material at December 31, 2022 and 2021. Contract Assets —Insurance Commissions Receivable A summary of the activity impacting the contract assets is presented below: Contract Assets Balance at January 1, 2020 $ — Estimated lifetime value of commissions on insurance policies sold by carriers 4,313 Cash receipts (784) Balance at December 31, 2020 3,529 Estimated lifetime value of commissions on insurance policies sold by carriers 8,089 Cash receipts (2,234) Balance at December 31, 2021 9,384 Estimated lifetime value of commissions on insurance policies sold by carriers 9,925 Cash receipts (3,788) Balance at December 31, 2022 $ 15,521 As of December 31, 2022, $3.3 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 $12.3 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. Deferred Revenue A summary of the activity impacting deferred revenue is presented below: Vertical Software Deferred Revenue Balance at January 1, 2020 $ 3,333 Additional amounts deferred 6,602 Impact of acquisitions 196 Revenue recognized (4,923) Balance at December 31, 2020 5,208 Additional amounts deferred 5,539 Impact of acquisitions 1,170 Revenue recognized (8,103) Balance at December 31, 2021 3,814 Additional amounts deferred 19,421 Impact of acquisitions 137 Revenue recognized (19,498) Balance at December 31, 2022 $ 3,874 Deferred revenue on our consolidated balance sheets as of December 31, 2022 and 2021, includes $266.8 million and $197.3 million, respectively, of deferred revenue related to our Insurance segment. Remaining Performance Obligations The amount of the transaction price allocated to performance obligations to be satisfied at a later date, which is not recorded in the consolidated balance sheets, is immaterial as of December 31, 2022 and 2021. 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 Warranty Revenue and Related Balance Sheet Disclosures Payments received in advance of warranty services provided are included in refundable customer deposits or deferred revenue based upon the cancellation and refund provisions within the respective agreement. At December 31, 2022, we had $20.0 million, $4.4 million and $1.9 million of refundable customer deposits, deferred revenue and non-current deferred revenue, respectively. At December 31, 2021, we had $14.9 million, $nil and $nil of refundable customer deposits, deferred revenue and non-current deferred revenue, respectively. For the year ended December 31, 2022, we incurred $3.7 million in expenses related to warranty claims. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments | |
Investments | 3. Investments The following table provides the Company’s investment income, and realized gains on investments: Year Ended December 31, 2022 2021 Investment income, net of investment expenses $ 1,544 $ 768 Realized gains on investments 22 62 Realized losses on investments (392) (129) Investment income and realized gains, net of investment expenses $ 1,174 $ 701 The following table provides the amortized cost, fair value and unrealized gains and (losses) of the Company’s investment securities: As of December 31, 2022 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasuries $ 35,637 $ 5 $ (320) $ 35,322 Obligations of states, municipalities and political subdivisions 11,549 2 (1,326) 10,225 Corporate bonds 31,032 32 (2,837) 28,227 Residential and commercial mortgage-backed securities 12,790 11 (1,268) 11,533 Other loan-backed and structured securities 6,804 6 (476) 6,334 Total investment securities $ 97,812 $ 56 $ (6,227) $ 91,641 As of 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 investment securities $ 67,880 $ 150 $ (455) $ 67,575 The amortized cost and fair value of securities at December 31, 2022, 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. As of December 31, 2022 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 34,972 $ 34,878 Due after one year through five years 18,899 17,293 Due after five years through ten years 19,938 17,665 Due after ten years 4,409 3,938 Residential and commercial mortgage-backed securities 12,790 11,533 Other loan-backed and structured securities 6,804 6,334 Total $ 97,812 $ 91,641 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 extent to which the market value of the security is 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, 2022 and 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, 2022 Loss Value Loss Value Loss Value U.S. Treasuries $ (127) $ 10,748 $ (193) $ 9,824 $ (320) $ 20,572 Obligations of states, municipalities and political subdivisions (929) 6,258 (397) 3,504 (1,326) 9,762 Corporate bonds (1,623) 16,531 (1,214) 10,328 (2,837) 26,859 Residential and commercial mortgage-backed securities (687) 6,565 (581) 4,952 (1,268) 11,517 Other loan-backed and structured securities (359) 4,633 (117) 1,094 (476) 5,727 Total securities $ (3,725) $ 44,735 $ (2,502) $ 29,702 $ (6,227) $ 74,437 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, 2022 and 2021, there were 483 and 358 securities, respectively, in an unrealized loss position. Of these securities, 218 had been in an unrealized loss position for 12 months or longer as of December 31, 2022. No securities were in an unrealized loss position for 12 months or longer at December 31, 2021. 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 and market conditions. 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, 2022 or 2021. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value | |
Fair Value | 4. Fair Value The following table details the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds $ 6,619 $ — $ — $ 6,619 Debt securities: U.S. Treasuries 35,322 — — 35,322 Obligations of states and municipalities — 10,225 — 10,225 Corporate bonds — 28,227 — 28,227 Residential and commercial mortgage-backed securities — 11,533 — 11,533 Other loan-backed and structured securities — 6,334 — 6,334 $ 41,941 $ 56,319 $ — $ 98,260 Liabilities Contingent consideration - business combinations $ — $ — $ 24,546 $ 24,546 Contingent consideration - earnout — — 44 44 Private warrant liability — — 707 707 $ — $ — $ 25,297 $ 25,297 Fair Value Measurement as of 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 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 based on specific metrics related to the acquisition of Residential Warranty Services (“RWS”) in April 2022, using the discounted cash flow method. The fair value is based on a percentage of revenue over the maturity date of the contingent consideration. As of December 31, 2022, the key inputs used to determine the fair value of $9.0 million were management’s cash flow estimates and the discount rate of 17%. The Company estimated the fair value of the business combination contingent consideration triggered by stock price milestones, related to Floify acquisition in October 2021, 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, 2022, the key inputs used to determine the fair value of $15.5 million, were the stock price of $1.88, strike price of $36.00, discount rate of 10.3% and volatility of 95%. As of December 31, 2021, the key inputs used in the determination of the 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%. During 2021, the target stock price milestone for one of the legacy 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. During 2021, contingent consideration associated with a business combination from 2018 was settled in full for a cash payment of $2.1 million. 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, 2022, the key inputs used to determine the fair value included exercise price of $22.00, volatility of 100%, forfeiture rate of 15% and stock price of $1.88. 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. Private Warrants The Company estimated the fair value of the private warrants of $0.7 million using the Black-Scholes option-pricing model. As of December 31, 2022, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 90%, remaining contractual term of 2.98 years, and stock price of $1.88. 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. 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. Level 3 Rollforward Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value, and such changes could result in a significant increase or decrease in the fair value. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Contingent Contingent Consideration - Private Consideration - Business Warrant Earnout Combinations Liability Fair value as of January 1, 2022 $ 13,866 $ 9,617 $ 15,193 Additions — 8,700 — Settlements — (715) — Change in fair value, loss (gain) included in net loss (1) (13,822) 6,944 (14,486) Fair value as of December 31, 2022 $ 44 $ 24,546 $ 707 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 (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 (See Note 7). Fair Value Disclosure As of December 31, 2022 and 2021, the fair value of the convertible senior notes (the “2026 Notes”) is $238.6 million and $400.4 million, respectively. The decrease of $161.8 million is primarily due to the decline in the stock price at December 31, 2022, as compared to December 31, 2021. The fair value of other debt approximates the unpaid principal balance. The fair value of the line of credit and other notes approximates the unpaid principal balance. All debt, other than the 2026 Notes which is Level 2, is considered a Level 3 measurement. See Note 7. |
Property, Equipment, and Softwa
Property, Equipment, and Software | 12 Months Ended |
Dec. 31, 2022 | |
Property, Equipment, and Software | |
Property, Equipment, and Software | 5. Property, Equipment, and Software Property, equipment, and software, net consists of the following: December 31, December 31, 2022 2021 Software and computer equipment $ 8,326 $ 7,287 Furniture, office equipment, and other 2,118 2,006 Internally developed software 17,128 13,102 Leasehold improvements 1,178 2,191 28,750 24,586 Less: Accumulated depreciation and amortization (16,510) (17,920) Property, equipment, and software, net $ 12,240 $ 6,666 Depreciation and amortization expense related to property, equipment, and software was $4.2 million, $4.4 million, and $3.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
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 and impairment losses. Intangible assets consist of the following as of December 31, 2022: Weighted Accumulated Average Intangible Amortization Intangible Useful Life Assets, And Assets, (in years) gross Impairment Net Customer relationships 9.0 $ 69,730 $ (15,079) $ 54,651 Acquired technology 5.0 37,932 (16,468) 21,464 Trademarks and tradenames 10.0 25,071 (5,724) 19,347 Non-compete agreements 3.0 619 (407) 212 Value of business acquired 1.0 400 (400) — Renewal rights 6.0 9,734 (2,113) 7,621 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 148,446 $ (40,191) $ 108,255 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 During the third quarter of 2022, the Company recorded impairment charges of $17.7 million, primarily related to acquired technology, trademarks and tradenames, and customer relationships for certain asset groups within its Vertical Software segment. Impairment charges are included in impairment loss on intangible assets and goodwill in the consolidated statements of operations and comprehensive loss. There were Aggregate amortization expense related to intangibles was $23.8 million, $12.3 million, $2.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Estimated intangibles amortization expense for the next five years and thereafter consists of the following: Estimated Amortization Expense 2023 $ 19,992 2024 18,998 2025 15,140 2026 10,201 2027 9,090 Thereafter 29,874 $ 103,295 Goodwill The following table summarizes the changes in the carrying amount of goodwill: Goodwill Balance as of January 1, 2020 $ 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 Acquisitions 38,064 Impairment loss (43,758) Purchase price adjustments (1) 24,737 Balance as of December 31, 2022 $ 244,697 (1) During 2022, the Company recorded impairment charges of $43.7 million, related to its Insurance segment. Impairment charges are included in impairment loss on intangible assets and goodwill in the consolidated statements of operations and comprehensive loss. There were no impairments of goodwill during the years ended December 31, 2021 and 2020. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Debt | 7. Debt At December 31, 2022, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value Convertible senior notes, due 2026 $ 425,000 $ — $ (8,508) $ 416,492 Advance funding arrangement 15,670 (760) — 14,910 Term loan facility, due 2029 10,000 — — 10,000 Other notes 450 (87) — 363 $ 451,120 $ (847) $ (8,508) $ 441,765 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 Minimum principal payment commitments as of December 31, 2022, are as follows: Principal Payments 2023 $ 17,215 2024 1,545 2025 1,545 2026 426,395 2027 1,395 Thereafter 3,025 $ 451,120 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 maturity date of the 2026 Notes is September 15, 2026. 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 notice of redemption, at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2026 Notes. 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) on or after June 15, 2026 until the close of business on the second trading day immediately preceding the maturity date of September 15, 2026. In addition, 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). The Company concluded that the 2026 Notes are 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 $5.4 million and $1.6 million for the years ended December 31, 2022 and 2021, respectively, 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. Advance Funding Arrangement For certain home warranty contracts, the Company participates in a financing arrangement with third-party financers that provide the Company with contract premium upfront, less a financing fee. Third-party financers collect installment payments from the warranty contract customer which satisfy the Company’s repayment obligation over a portion of the contract term. We remain obligated to repay the third-party financer if a customer cancels its warranty contract prior to full repayment of the advance funding amount received by the Company. As part of the arrangement, the Company pays financing fees, which are collected by the third-party financers upfront, and are initially recognized as a debt discount. Financing fees are amortized as interest expense under the effective interest method. The implied interest rate varies per contract and is generally approximately . As of December 31, 2022, the principal balance of advance funding arrangement is $15.7 million and the unaccreted discount is $0.8 million. Interest expense recognized related to advance funding arrangement was $2.6 million and $0.4 million for the years ended December 31, 2022 and 2021, respectively. 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. Outstanding balances under the RLOC bear interest at the Wall Street Journal Prime + 0% and matured on November 16, 2022. The RLOC was terminated with no outstanding balance at December 31, 2022. 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, 2022, the Company has borrowed $10.0 million on the term loan facility. Outstanding balances under the term loan facility bear interest at the Wall Street Journal Prime + 0% and mature on December 17, 2029. Principal payments are required beginning on January 15, 2023 in equal quarterly installments of $349 thousand through the maturity date. 2020 Promissory Notes In connection with an acquisition on November 2, 2020, the Company issued a promissory note payable to the founder of the acquired entity. The promissory note has an initial principal balance of $750 thousand 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, 2022, the promissory notes had a carrying amount of $0.5 million. Senior Secured Term Loans In conjunction with the issuance of 2026 Notes in September 2021 described above, all outstanding obligations under senior secured term loans 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 for the year ended December 31, 2021. Paycheck Protection Program Loans In 2021, all outstanding loans under the Paycheck Protection Program established under the Coronavirus Aid, Relief and Economic Security Act were forgiven in whole. As a result, the outstanding principal balance of $8.5 million and unpaid interest of $0.1 million were written off and the Company recorded a $8.6 million gain on extinguishment of debt in the consolidated statements of operations for the year ended December 31, 2021. |
Equity and Warrants
Equity and Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity and Warrants | |
Equity and Warrants | 8. Equity and Warrants Shares Authorized As of December 31, 2022, 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, 2022 Issued and outstanding common shares 96,405,838 Earnout shares 2,050,000 Total common shares issued and outstanding 98,455,838 Common shares reserved for future issuance: Private warrants 1,795,700 Stock options (Note 9) 3,862,918 Restricted and performance stock units and awards (Note 9) 6,230,165 2020 Equity Plan pool reserved for future issuance (Note 9) 11,189,745 Convertible senior notes, due 2026 (1) 16,998,130 Contingently issuable shares in connection with acquisitions (2) 10,631,558 Total shares of common stock outstanding and reserved for future issuance 149,164,054 (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 $25.00 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. (2) In connection with the acquisitions of Floify and HOA described in Note 12, the Company provided an obligation to issue certain amount of common stock to the extent specified market conditions are met in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period. Repurchases of Common Shares In October 2022, the Company’s board of directors approved a share repurchase program authorizing management to repurchase up to $15 million in the Company’s common stock and/or convertible notes. Repurchases under this program may be made from time to time on the open market between November 10, 2022 and June 30, 2023, at prevailing market prices, in privately negotiated transactions, in block trades, and/or through other permissible means. During the fourth quarter of 2022, the Company repurchased 2,388,756 shares, of which 2,139,241 shares were canceled prior to December 31, 2022, and 249,515 shares were canceled in January 2023. The total cost of these 2022 repurchases was $4.4 million, of which $2.5 million is recorded as a liability in accrued expenses and other current liabilities in the consolidated balance sheet as of December 31, 2022. The cost paid to repurchase shares in excess of the par value of $4.3 million is charged to accumulated deficit. 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. 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 1,795,700 private warrants were outstanding as of December 31, 2022 and 2021. These private warrants are liability classified financial instruments measured at fair value, with periodic changes in fair value recognized through earnings and are included in change in fair value of private warrant liability in the consolidated statements of operations. See Note 4. Detail related to public and private warrant activity is as follows: Number of Number of Common Warrants Shares Issued Balances as of January 1, 2021 14,325,000 — Cash exercised (12,352,830) 11,521,412 Canceled (176,470) — Balances as of December 31, 2021 1,795,700 11,521,412 Exercised — — Canceled — — Balances as of December 31, 2022 1,795,700 11,521,412 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 9. Stock-Based Compensation 2020 and 2012 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”) and on December 22, 2020, the Porch Group, Inc. stockholders voted in favor of adoption of the 2020 Plan. The 2020 Plan became effective immediately upon the closing of the Merger. As of December 31, 2022, the aggregate number of shares of common stock reserved for future issuance under the 2020 Plan is 11,189,745. 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 (“RSAs”), restricted stock units (“RSUs”), performance awards (“PRSUs”) and other stock awards to employees, officers, non-employee directors and independent service providers of the Company, collectively referred to as “Awards” or “Equity Awards.” Legacy Porch’s 2012 Equity Incentive Plan (the “2012 Plan”) provided for the grant of equity awards to employees, directors and consultants of Legacy Porch prior to the Merger. 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 and continued 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. 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: 2022 2021 2020 Secondary market transaction $ — $ 1,933 $ 1,616 Employee earnout restricted stock — 22,961 — Employee awards 27,041 13,698 9,680 Total operating expenses $ 27,041 $ 38,592 $ 11,296 Secondary market transaction In 2019 and 2020, the Company’s CEO and certain executives of the Company entered into a series of secondary market transactions related to Porch.com redeemable convertible preferred stock. In 2020, stock-based compensation expense of $1.6 million was recorded related to these awards. The remaining stock-based compensation expense of $1.9 million related to these awards was recognized in the first quarter of 2021. 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 or the Compensation Committee of 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, 2022 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, 2021 4,822,992 $ 3.63 7.0 $ 57,973 Options granted 9,396 3.15 Options exercised (473,653) 2.36 Options forfeited (416,735) 5.01 Options expired (79,082) 6.33 Balances as of December 31, 2022 3,862,918 $ 3.58 5.6 $ 74 Exercisable at December 31, 2022 3,429,421 $ 3.20 5.4 $ 71 The fair value of each employee stock option granted during the years ended December 31, 2022, 2021 and 2020, were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2022 2021 2020 Risk-free interest rate 3.2 % 0.9 – 1.3 % 0.3 – 0.6 % Expected term (years) 6 5 – 6 5 – 6 Dividend yield — — — Volatility 60 % 60 – 61 % 59 – 60 % Weighted-average grant-date fair value per share $1.85 $8.23 $2.26 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, 2022 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 approximates the expected term estimated by the Company. The fair value of stock options that vested during the years ended December 31, 2022, 2021 and 2020, was $1.9 million, $2.6 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, 2022 is approximately $1.4 million and is expected to be recognized over a weighted-average period of 1.2 years. RSUs During 2022, 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, 2022: Number of Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2022 2,675,578 $ 18.77 Granted 5,775,348 4.38 Vested (2,157,886) 9.59 Canceled (983,799) 11.42 Balances as of December 31, 2022 5,309,241 $ 8.21 The total amount of unrecognized stock-based compensation expense for RSUs granted to employees and nonemployees as of December 31, 2022 is approximately $36.3 million and is expected to be recognized over a weighted-average period of 1.2 years. PRSUs The Company has two types of PRSUs outstanding - awards for which the vesting is subject to both a time-based vesting schedule and either (a) only market condition achievement (the “Market Only Awards”) or (b) the achievement of both performance conditions and market conditions (the “Performance and Market Awards”). The Market Only Awards will be earned if, within 36 months following the grant date, the closing price of a share of the Company’s common stock is greater than or equal various target prices over any 20 trading days within any 30-consecutive trading day period (each a “Stock Price Hurdle”) as defined in the award terms. The requirement to achieve the Stock Price Hurdles meets the definition of a market condition. To the extent a Stock Price Hurdle is achieved, the Market Only Awards vest in accordance with the defined time-based graded vesting schedule, subject to the individual’s employment or service with the Company through the applicable vesting date. The Performance and Market Awards are subject to two performance goals each year over a three-year • the price of a share of the Company’s common stock must achieve specified compound growth rates over any 20 trading days within any 30 -consecutive trading day period during the applicable Achievement Period (the “Absolute Share Price Requirement”), and • the Company must achieve a revenue target in comparison to the Board-approved budget during the applicable Achievement Period (the “Revenue Condition”). If the Revenue Condition was not achieved in the prior Achievement Period, the target revenue amount for the following Achievement Period is increased from the next year’s budget based on the prior year shortfall. For the Achievement Periods in each of 2022, 2023, and 2024, the percentage of the target shares earned varies based on the achieved growth rate during the period, provided that the Revenue Condition is also met for the applicable Achievement Period. The maximum payout of the award is 200% of the target PRSUs for all Achievement Periods. Therefore, the number of shares of the Company’s common stock earned by the grantee will depend on the level of achievement as compared to the target. Any earned PRSUs will time vest as of the Compensation Committee’s determination of achievement following the Achievement Period in 2024, subject to the individual’s employment or service with the Company through the end of the Achievement Period in 2024. For the Performance and Market Awards, each of the Achievement Periods effectively represents a separate award. The grant date of each annual award is not established until the associated Revenue Condition has been established via the Board-approved Company budget for the applicable fiscal year. The requisite employment or service period for each tranche is from the applicable grant date through the end of the Achievement Period in 2024. The Absolute Share Price Requirement represents a market condition, and the Revenue Condition represents a performance condition. The following table summarizes the activity of PRSUs for the year ended December 31, 2022: Number of Performance Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2022 37,184 $ 21.51 Granted 1,185,336 3.63 Vested — — Forfeited (301,596) 1.85 Balances as of December 31, 2022 920,924 $ 4.94 During 2022, 301,596 Performance and Market Awards were forfeited due to the failure to satisfy the required performance condition. The total amount of unrecognized stock-based compensation expense for the remaining PRSUs as of December 31, 2022, is approximately $1.8 million and is expected to be recognized over a weighted-average period of 0.9 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- one one During 2021, 641,526 restricted employee earnout shares became 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. During 2022, 73,623 shares were forfeited due to employee terminations. This resulted in the grant of 12,019 additional shares to employee holders at a weighted-average grant date fair value of $0.31. Stock-based compensation expense related to the employee earnout shares was immaterial in 2022. 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 One- one one 36-month During 2021, 666,666 CEO restricted earnout shares became 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. No stock-based compensation expense related to CEO earnout shares was recognized in 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 10. Income Taxes The components of the income tax benefit (expense) provision are as follows: 2022 2021 2020 Current: Federal $ (483) $ 1,065 $ — State (644) (205) (71) Total current (1,127) 860 (71) Deferred Federal 285 8,561 1,433 State — 852 327 Total deferred 285 9,413 1,760 Income tax (expense) benefit $ (842) $ 10,273 $ 1,689 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, 2022 2021 Deferred tax assets Accrued expenses and other $ 1,230 $ 1,080 Unrealized gain/loss on investments 1,296 — Stock-based compensation 1,626 1,753 Deferred revenue 49,053 37,108 Goodwill 6,378 357 Operating lease liabilities 1,071 1,126 Loss and loss adjustment reserves 16,392 11,971 Net operating losses 100,920 87,802 Disallowed interest 5,676 5,098 Research and development capitalized costs 521 — Valuation allowance (117,568) (88,613) Total deferred tax assets 66,595 57,682 Deferred tax liabilities Property and equipment (87) (50) Intangibles (3,614) (10,660) Operating lease right-of-use assets (1,026) (1,091) Deferred policy acquisition costs (1,907) (857) Reinsurance balance due (59,794) (44,197) Internally developed software (590) (1,180) Total deferred tax liabilities (67,018) (58,035) Net deferred tax liabilities $ (423) $ (353) 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, 2022, the Company had net operating loss carryforwards for federal tax purposes of approximately $410.9 million and $250.1 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 generated prior to January 1, 2018, will begin to expire in 2031, and the net operating loss carryforwards for state tax purposes began to expire in 2023. The net operating loss with an unlimited carryforward period is $313.2 million for federal tax purposes and $60.1 million for state tax purposes. Utilization of net operating loss and tax credit carryforwards are subject to certain limitations under Sections 382–384 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. The Company has determined that it has experienced a limited number of ownership changes in its history but does not expect the resulting limitations to impose any significant constraints on the benefit of its tax attributes. Additional ownership changes may occur in the future. 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: 2022 2021 2020 Tax computed at federal statutory rate $ 32,701 $ 24,492 $ 11,702 State tax, net of federal tax benefit 4,879 5,531 2,097 Loss on impairment (3,836) — — Equity compensation (3,939) 12,821 1,148 Officer compensation (860) (5,306) (176) Debt transactions 4,808 (1,791) 824 Enacted tax rate changes 90 123 159 Return to provision (6,533) (648) 502 Valuation allowance (27,724) (25,296) (13,764) Other (428) 347 (803) Income tax benefit (expense) $ (842) $ 10,273 $ 1,689 The U.S. federal statutory tax rate is 21%, while the Company’s effective tax rate for 2022, 2021 and 2020 was (0.5)%, 8.8%, and 3.0%, respectively. The difference for all years is due primarily to the tax benefit of pre-tax book losses being offset by the valuation allowance. The Company also recorded deferred tax benefits in 2021 and 2020, resulting from the release of a portion of the Company’s valuation allowance due to new deferred tax liabilities arising from certain stock acquisitions. The Company files federal and state income tax returns. The Company is not currently under examination but is open to audit by the I.R.S. and state tax authorities for tax years beginning in 2012. The resolutions of any examinations are not expected to be material to these financial statements. As of December 31, 2022, there are no penalties or accrued interest recorded in the financial statements. The Company had no uncertain tax position reserves as of December 31, 2022 and 2021. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022. Based upon our analysis of the Inflation Reduction Act of 2022 and subsequently released guidance, we do not believe that its provisions will have a material impact on our financial statements. For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the United States and 15 years for research activities performed outside the United States pursuant to IRC Section 174. Although Congress is considering legislation that would repeal or defer this capitalization and amortization requirement, it is not certain that this provision will be repealed or otherwise modified. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2022 | |
401(k) Savings Plan | |
401(k) Savings Plan | 11. 401(k) Savings Plan The Company has multiple 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. For the years ended December 31, 2022 and 2021, the Company made $0.8 million and $0.6 million of contributions, respectively. |
Business Combinations and Dispo
Business Combinations and Disposals | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations and Disposals | |
Business Combinations and Disposals | 12. Business Combinations and Disposals During 2022, 2021 and 2020, the Company completed several business combination transactions. The purpose of each of the acquisitions 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 aggregate transaction costs associated with these transactions were $2.1 million, $5.4 million and $0.2 million during the years ended December 31, 2022, 2021 and 2020, 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 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 acquired and liabilities assumed, legal and other contingencies as of the acquisition date, income and non-income-based taxes and residual goodwill. The Company expects to finalize the valuations as soon as practicable, but not later than one year from the acquisition date. 2022 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 2022: Weighted Average Useful Life (in years) RWS Other Total Purchase consideration: Cash $ 25,572 $ 13,763 $ 39,335 Issuance of common stock 3,552 — 3,552 Holdback liabilities and amounts in escrow 1,000 1,500 2,500 Contingent consideration - liability-classified 8,700 — 8,700 Total purchase consideration: $ 38,824 $ 15,263 $ 54,087 Assets: Cash, cash equivalents and restricted cash $ 2,030 $ 256 $ 2,286 Current assets 525 7 532 Property and equipment 497 — 497 Operating lease right-of-use assets 871 — 871 Intangible assets: Customer relationships 8 13,860 2,750 16,610 Acquired technology 5 500 1,480 1,980 Trademarks and tradenames 9 400 200 600 Non-competition agreements 7 180 20 200 Goodwill 27,366 10,698 38,064 Total assets acquired 46,229 15,411 61,640 Current liabilities (6,869) (148) (7,017) Operating lease liabilities, non-current (536) — (536) Net assets acquired $ 38,824 $ 15,263 $ 54,087 April 1, 2022 Acquisition of Residential Warranty Services (“RWS”) On April 1, 2022, the Company entered into a stock and membership interest purchase agreement with Residential Warranty Services (“RWS”) to acquire its home warranty and inspection software and services businesses. On this date, the Company completed the acquisition of substantially all of RWS’ operations except for those in Florida and California. The aggregate consideration, subject to certain closing adjustments, for the completed acquisitions was $38.8 million, including $25.6 million in cash, $1.0 million held in escrow for 24 months to satisfy potential indemnifications, $3.6 million of Porch common stock, and $8.7 million in contingent consideration based on specific metrics. The acquisitions of the Florida and California operations are subject to certain regulatory and other approvals and are expected to close in fiscal 2023. The Company expects to pay approximately $2.4 million, subject to certain closing adjustments, to close these acquisitions. The purpose of the acquisitions is to expand the scope and nature of Porch’s service offerings, add additional team members with important skillsets, and realize synergies. Goodwill is expected to be deductible for tax purposes and is subject to further adjustment pending the closing of the acquisition of the remaining RWS operations in Florida and California. The following table summarizes the fair value of the intangible assets of RWS as of the date of the acquisition: Estimated Fair Useful Life Value (in years) Intangible assets: Customer relationships $ 13,860 8 Acquired technology 500 3 Trademarks and tradenames 400 9 Non-competition agreements 180 7 $ 14,940 The weighted-average amortization period for the acquired intangible assets is 7.7 years. The estimated fair value of the customer related intangible assets was calculated through the income approach using the multi-period excess earnings methodology. The estimated fair value of the trademarks and tradenames were calculated through the income approach using the relief from royalty methodology. The estimated fair value of the acquired internally developed and used technology was derived using the cost approach considering the estimated costs to replicate existing software. The estimated fair value of the non-competition agreement was calculated through the income approach using the with and without method over the contractual term of the agreement. Other acquisitions During 2022, the Company completed one or more acquisitions which were not material to the consolidated financial statements. The purpose of any such acquisition, may include without limitation, to expand the scope and nature of the Company’s services offerings, add additional team members with important skillsets, and/or realize synergies. Goodwill of $10.7 million is expected to be deductible for tax purposes. Pro forma results of operations have not been presented because the effects of 2022 acquisitions, individually and in the aggregate, were not material to our consolidated results of operations. 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 7.0 — 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 at the time of the acquisition. 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. 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 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 . Since the acquisition date of AHP, the Company finalized the preliminary estimated fair value of AHP assets acquired and liabilities assumed. As a result, in the year ended December 31, 2022, the Company recorded a net increase to goodwill of approximately 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 agreements, 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 and Net Loss Information Related to 2021 Acquisitions 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 or in aggregated 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 immaterial. We expect $0.2 million 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 was to 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 fair value option 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 was $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 gain of $1.4 million is included in the gain on divestiture of businesses |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 13. Leases 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: 2022 2021 Operating lease cost $ 2,621 $ 2,155 Variable lease cost 254 339 $ 2,875 $ 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 $1.7 million in 2020. Supplemental cash flow information related to leases is as follows: 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows for operating leases $ 2,082 $ 2,141 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 6,835 $ 6,365 Supplemental balance sheet information related to leases is as follows: December 31, 2022 2021 Operating lease right-of-use assets $ 4,201 $ 4,504 Operating lease liabilities, current (1) $ 1,810 $ 1,957 Operating lease liabilities, non-current 2,536 2,694 Total operating lease liabilities $ 4,346 $ 4,651 (1) Other information related to operating leases is as follows: December 31, 2022 2021 Weighted average remaining lease term 2.9 years 2.1 years Weighted average discount rate 8.8% 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, 2022 is as follows: Lease Payments 2023 $ 2,097 2024 1,516 2025 848 2026 367 2027 29 Thereafter — Total lease payments $ 4,857 Less imputed interest (511) Total present value of lease liabilities $ 4,346 |
Reinsurance
Reinsurance | 12 Months Ended |
Dec. 31, 2022 | |
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. 2022 Program: The Company’s third-party quota share reinsurance program is split into two separate placements to maximize coverage and cost efficiency. The 2022 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 61.75% of subject property and casualty losses. The 2022 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, 2022 through December 31, 2022, 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, 2022, developed over four layers and limited the Company’s net retention to $2 million per loss occurrence. Effective April 1, 2022, the Company purchased property catastrophe excess of loss reinsurance from third party reinsurers which develops over 5 layers 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 for Core and $191 thousand per covered event for Coastal. 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. 2021 Program: The Company’s 2021 third-party quota share reinsurance program was split into two separate placements to maximize coverage and cost efficiency. The 2021 Coastal program, which covered the Company’s business in certain Texas coastal regions and the Houston metropolitan area as well as all business in South Carolina, was placed at 90% of subject property and casualty losses. The 2021 Core program covered the remainder of the Company’s business and was placed at 90% of subject property and casualty losses. Both programs were effective for the period since the acquisition date of April 5, 2021 and through December 31, 2021, and were subject to certain limits, which varied by participating reinsurer, for single loss occurrences and/or aggregate losses The effects of reinsurance on premiums written and earned for the period since the acquisition date of April 5, 2021 were as follows: Year Ended December 31, 2022 2021 Written Earned Written Earned Direct premiums $ 462,179 $ 395,968 $ 266,609 $ 213,423 Ceded premiums (399,400) (349,952) (237,102) (199,366) Net premiums $ 62,779 $ 46,016 $ 29,507 $ 14,057 The effects of reinsurance on incurred losses and LAE for the period since the acquisition date of April 5, 2021 were as follows: Year Ended December 31, 2022 2021 Direct losses and LAE $ 280,505 $ 181,256 Ceded losses and LAE (224,202) (162,752) Net losses and LAE $ 56,303 $ 18,504 The detail of reinsurance balances due is as follows: December 31, 2022 December 31, 2021 Ceded unearned premium $ 203,157 $ 153,710 Losses and LAE reserve 76,999 56,752 Reinsurance recoverable 18,765 17,780 Other 139 174 Reinsurance balance due $ 299,060 $ 228,416 |
Unpaid Losses and Loss Adjustme
Unpaid Losses and Loss Adjustment Reserve | 12 Months Ended |
Dec. 31, 2022 | |
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 HOA on April 5, 2021: Year Ended Period Ended December 31, 2022 December 31, 2021 Reserve for unpaid losses and LAE, at January 1, 2022 and April 5, 2021 $ 61,949 $ 84,366 Reinsurance recoverables on losses and LAE (56,752) (82,898) Losses and LAE reserve, net of reinsurance recoverables, at January 1, 2022 and April 5, 2021 5,197 1,468 Add provisions for losses and LAE occurring in: Current year 55,148 17,583 Prior year 1,155 921 Net incurred losses and LAE during the current year 56,303 18,504 Deduct payments for losses and LAE occurring in: Current year (32,111) (13,154) Prior year (5,756) (1,621) Net claim and LAE payments during the current year (37,867) (14,775) Reserve for losses and LAE, net of reinsurance recoverables, at end of year 23,633 5,197 Reinsurance recoverables on losses and LAE 76,999 56,752 Reserve for unpaid losses and LAE, at December 31 $ 100,632 $ 61,949 Lower than expected recoveries on reinsurance relating to claims occurring in prior years resulted in an increase 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 $0.9 million for the period since the acquisition date of April 5, 2021 to December 31, 2021. The claim counts in the following tables are cumulative reported claim counts as of December 31, 2022 and are equal to the sum of cumulative open and cumulative closed claims, including claims closed without payment. The following supplementary information presents incurred and paid losses by accident year, net of reinsurance ($ in thousands, except for number of claims): December 31, 2022 Incurred losses and allocated loss adjustment expenses, net of reinsurance, Cumulative for the years ended December 31, Number of 2018 2019 2020 2021 2022 IBNR Reserves Reported Claims (unaudited) (unaudited) (unaudited) (unaudited) Accident Year 2018 $ 7,512 $ 7,041 $ 7,046 $ 7,380 $ 7,396 $ — 8,369 2019 9,666 9,678 9,773 9,786 20 10,790 2020 12,664 14,281 14,587 84 13,152 2021 19,795 20,614 976 34,548 2022 55,110 14,575 18,550 Total $ 107,493 $ 15,655 85,409 Cumulative paid losses and allocated adjustment expenses, net of reinsurance, for the year ended December 31, 2018 2019 2020 2021 2022 (unaudited) (unaudited) (unaudited) (unaudited) Accident Year 2018 $ 5,295 $ 6,690 $ 6,838 $ 7,213 $ 7,345 2019 7,405 9,324 9,578 9,694 2020 9,750 13,865 14,142 2021 15,335 20,569 2022 32,073 Total $ 83,823 Liability for losses and loss adjustment expenses, net of reinsurance $ 23,669 Liability for losses and loss adjustment expenses, net of reinsurance, related to accident years prior to 2017 was $40 thousand for the year ended December 31, 2022. Average annual percentage payout of accident year incurred claims by age, net of reinsurance (unaudited supplementary information) as of December 31, 2022: 1 2 3 4 5 83.8 % 15.1 % 0.8 % 0.6 % 0.2 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 16. Commitments and Contingencies Purchase Commitments As of December 31, 2022, the Company had non-cancelable purchase commitments, primarily for data purchases, as follows: 2023 $ 4,577 2024 3,232 2025 1,391 2026 — 2027 — $ 9,200 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 actions by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States. One of the actions was dismissed with prejudice and was appealed to the Ninth Circuit Court of Appeals. On October 12, 2022, in a split decision, the Ninth Circuit Court of Appeals reversed. The remaining cases were consolidated in the United States District Court for the Western District of Washington, where Porch resides. The Court has set a brief schedule on Defendants’ forthcoming motion to dismiss. The case is stayed pending resolution of Defendants’ motion. 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 sought to recover compensatory damages based on an asset purchase agreement entered into with Porch and related employment agreements. Claimants also sought punitive damages, attorney’s fees and costs. Certain claimants settled their claims, and this settlement is within the range of the estimated accrual. Arbitration of the remaining claims occurred in March 2022. In July 2022, the Arbitrator issued his Final Award finding no merit to any of the claims asserted by claimant Kandela, LLC and determined Porch to be the prevailing party on all counts. The Arbitrator also awarded Porch and its insurers legal fees and costs in the amount of $1.4 million as the prevailing party and, if recovered in full, a significant portion of which would be expected to be allocable to its corporate insurance providers. On October 12, 2022, the Los Angeles Superior Court confirmed the Arbitration Award and entered Judgment in Porch’s favor 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™ and Porch (prior to the December 23, 2020 merger) and Porch’s other affiliated companies in the State of California during the relevant time period. Plaintiffs sought damages for unpaid wages, liquidated damages, penalties, attorneys’ fees and costs. The parties recently attended mediation, which was successful, and a deal was reached. The parties have executed the long form settlement agreement and obtained final approval of the settlement from the court on August 11, 2022. Porch paid the individual settlement in September 2022, and Plaintiff’s individual claims were dismissed and released. Porch also funded the class action settlement in September 2022 and the settlement payments to the class were distributed in October 2022. The settlement is now final, and the class action release runs through April 25, 2022. The settlement checks expire in 180 days, at which point the case will be closed. 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, 2022, HOA’s total statutory surplus is $76.3 million (capital stock of $3 million and surplus of $73.3 million). A of December 31, 2021, HOA’s total statutory surplus was $48.5 million (capital stock of $3 million and surplus of $45.5 million). As of December 31, 2022 and 2021, HOA had restricted cash and investments totaling $3.7 million and $3.8 million, respectively, 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. See Note 1 for additional disclosures. 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 2022 and 2021. In 2023, HOA is permitted to pay up to $7.6 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, 2022, there were no material permitted statutory accounting practices utilized by HOA. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Segment Information | 17. Segment Information 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 chief operating decision-maker (“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. 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 subscription and service fees from companies, and non-insurance revenue. 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, 2022 2021 2020 Segment revenues: Vertical Software $ 154,915 $ 137,150 $ 63,799 Insurance 121,033 55,283 4,166 Divested businesses — — 4,334 Total segment revenue $ 275,948 $ 192,433 $ 72,299 During 2020, our insurance revenue was generated solely from commissions earned from third-party insurance carriers through EIG, which began its operations in early 2020. Our segment operating and financial performance measure is segment Adjusted EBITDA (loss). Segment Adjusted EBITDA (loss) is defined as (i) revenue less (ii) the following expenses associated with our segments: cost of revenue, sales and marketing, product and technology, and general and administrative expenses, excluding (iii) non-cash items or items that management does not consider are reflective of 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, 2022 2021 2020 Segment adjusted EBITDA (loss): Vertical Software $ 14,678 $ 20,733 $ 12,718 Insurance (5,499) 9,007 405 Corporate and Other (58,780) (53,760) (30,001) Divested Businesses — — (1,441) Total segment adjusted EBITDA (loss) (49,601) (24,020) (18,319) Reconciling items: Depreciation and amortization (27,930) (16,386) (6,644) Non-cash stock-based compensation expense (27,041) (38,592) (11,296) Acquisition and other transaction costs (2,334) (5,360) (311) Impairment loss on intangible assets and goodwill (61,386) — — Non-cash losses and impairment of property, equipment and software (637) (550) (611) Revaluation of contingent consideration (6,944) 2,244 (1,700) SPAC transaction bonus — — (3,350) Investment income and realized gains (1,174) (701) — Operating loss $ (177,047) $ (83,365) $ (42,231) The CODM does not review assets on a segment basis. As of December 31, 2022, goodwill for the Vertical Software segment and the Insurance segment was $191.9 million and $52.8 million, respectively. 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, except for an immaterial amount. As of December 31, 2022, and 2021, the Company did not have material assets located outside of the United States. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
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 shares of Porch Group, Inc. common 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. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
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, PRSUs, 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, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Numerator: Net loss used to compute net loss per share: $ (156,559) $ (106,606) $ (54,032) Induced conversion of preferred stock — — (17,284) Basic (156,559) (106,606) $ (71,316) Adjustment for change in fair value of warrant liability — — (2,427) Diluted $ (156,559) $ (106,606) $ (73,743) Denominator: Weighted average shares outstanding used to compute loss per share: Basic 97,351,241 93,884,566 36,344,234 Dilutive effect of warrants — — 29,981 Diluted 97,351,241 93,884,566 36,374,215 Loss per share - basic $ (1.61) $ (1.14) $ (1.96) Loss per share - diluted $ (1.61) $ (1.14) $ (2.03) 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: Year Ended December 31, 2022 2021 2020 Stock options 3,862,918 4,822,992 6,414,611 Restricted stock units and awards 5,309,241 2,712,762 2,581,902 Performance restricted stock units 920,924 — — Public and private warrants 1,795,700 1,795,700 8,625,000 Earnout shares 2,050,000 2,050,000 6,150,000 Convertible debt (1) 16,998,130 16,998,130 — Contingently issuable shares in connection with acquisitions (2) 10,631,558 1,192,989 — (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, 2022. (2) In connection with the acquisitions of Floify and HOA described in Note 12, the Company provided an obligation to issue certain amount of common stock to the extent specified market conditions are met in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period. 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. See Note 7 for additional information regarding convertible debt. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements | |
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements | 20. Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements Description of Restatement of Financial Information Under the Company’s third-party quota share reinsurance program, the Company’s insurance subsidiary has ceded some, but not all, the liabilities related to losses and loss adjustment expenses (LAE) to third-party reinsurers. The losses ceded to third-party reinsurance companies are subject to certain terms, which vary by participating reinsurer, which impact the amount of losses that the Company can cede under those respective terms. The Company identified an error in the accounting for these arrangements, in that the terms were not fully considered in the calculation of losses ceded to third party reinsurance companies. As a result of this error, the Company determined that the cost of revenue was misstated during the interim periods as follows: . In connection with this restatement, the Company is also correcting other immaterial errors in revenue, selling and marketing expenses, interest expense, prepaid expenses and other current assets, goodwill, deferred revenue, refundable customer deposits, and current debt. The restatement of the 2022 quarterly financial statements does not impact the Company’s reported cash position. In the following tables, we have presented a reconciliation of our unaudited condensed consolidated financial information as originally reported, to the as restated amounts as of and for the three months ended March 31, 2022, the three and six months ended June 30, 2022, and the three and nine months ended September 30, 2022. The restatements will be reflected in the comparative financial statements included in our future filings of our 2023 unaudited condensed consolidated financial statements within our Quarterly Reports on Form 10-Q. The table below sets forth the unaudited condensed consolidated balance sheet information, including the balances as reported, adjustments and the balances as restated (in thousands, except per share amounts): For the reporting period For the reporting period For the reporting period March 31, 2022 June 30, 2022 September 30, 2022 As Previously Restatement As Previously Restatement As Previously Restatement Reported Adjustments As Restated Reported Adjustments As Restated Reported Adjustments As Restated in thousands in thousands in thousands Current assets Cash and cash equivalents $ 292,373 $ — $ 292,373 $ 271,003 $ — $ 271,003 $ 260,198 $ — $ 260,198 Accounts receivable, net 29,996 (2,608) 27,388 38,474 (2,424) 36,050 37,032 (1,668) 35,364 Short-term investments 8,462 — 8,462 8,165 — 8,165 7,212 — 7,212 Reinsurance balance due 239,739 (3,403) 236,336 273,971 (4,720) 269,251 303,987 (4,391) 299,596 Prepaid expenses and other current assets 21,087 (334) 20,753 22,621 (668) 21,953 21,160 (1,002) 20,158 Restricted cash 10,162 — 10,162 10,574 — 10,574 16,296 — 16,296 Total current assets 601,819 (6,345) 595,474 624,808 (7,812) 616,996 645,885 (7,061) 638,824 Property, equipment, and software, net 8,340 — 8,340 9,984 — 9,984 11,236 — 11,236 Goodwill 226,576 23,814 250,390 273,831 23,814 297,645 228,091 23,814 251,905 Long-term investments 56,865 — 56,865 56,228 — 56,228 55,357 — 55,357 Long-term insurance commission receivable 9,061 — 9,061 10,461 — 10,461 11,930 — 11,930 Intangible assets, net 124,306 — 124,306 136,575 — 136,575 111,728 — 111,728 Restricted cash, non-current 500 — 500 500 — 500 500 — 500 Right-of-use assets, net 3,922 — 3,922 6,052 — 6,052 4,697 — 4,697 Other assets 5,373 — 5,373 1,519 — 1,519 3,057 — 3,057 Total assets $ 1,036,762 $ 17,469 $ 1,054,231 $ 1,119,958 $ 16,002 $ 1,135,960 $ 1,072,481 $ 16,753 $ 1,089,234 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 8,016 $ — $ 8,016 $ 7,739 $ — $ 7,739 $ 6,717 $ — $ 6,717 Accrued expenses and other current liabilities 35,029 (889) 34,140 47,967 (1,353) 46,614 36,847 — 36,847 Deferred revenue 198,857 283 199,140 243,425 557 243,982 277,616 — 277,616 Refundable customer deposit 16,686 2,030 18,716 19,246 2,372 21,618 19,867 2,718 22,585 Current portion of long term debt 150 19,532 19,682 150 18,863 19,013 6,275 16,557 22,832 Losses and loss adjustment expense reserves 79,608 — 79,608 88,894 — 88,894 100,298 — 100,298 Other insurance liabilities, current 43,049 — 43,049 61,516 — 61,516 55,945 — 55,945 Total current liabilities 381,395 20,956 402,351 468,937 20,439 489,376 503,565 19,275 522,840 Long term debt 415,002 — 415,002 416,568 — 416,568 425,012 — 425,012 Refundable customer deposit - non-current — — — — — — — — — Earnout liability, at fair value 2,687 — 2,687 100 — 100 57 — 57 Private warrant liability, at fair value 5,004 — 5,004 926 — 926 802 — 802 Lease liability - non-current 2,267 — 2,267 3,622 — 3,622 2,968 — 2,968 Other liabilities (includes $12,822, $29,858 and $23,228 at fair value, respectively) 15,528 — 15,528 30,825 — 30,825 24,952 — 24,952 Total liabilities 821,883 20,956 842,839 920,978 20,439 941,417 957,356 19,275 976,631 Stockholders’ equity Common stock, $0.0001 par value: Authorized shares - 400,000,000 , Issued and outstanding shares - 98,297,186 , 99,440,528 and 100,410,325 , respectively 10 — 10 10 — 10 10 — 10 Additional paid-in capital 647,551 — 647,551 659,814 — 659,814 664,362 — 664,362 Accumulated other comprehensive income (2,774) — (2,774) (4,559) — (4,559) (6,571) — (6,571) Accumulated deficit (429,908) (3,487) (433,395) (456,285) (4,437) (460,722) (542,676) (2,522) (545,198) Total stockholders’ equity 214,879 (3,487) 211,392 198,980 (4,437) 194,543 115,125 (2,522) 112,603 Total liabilities and stockholders' equity $ 1,036,762 $ 17,469 $ 1,054,231 $ 1,119,958 $ 16,002 $ 1,135,960 $ 1,072,481 $ 16,753 $ 1,089,234 The tables below set forth the unaudited condensed consolidated statements of operations, including the balances as reported, adjustments and the as restated balances (in thousands, except per share amounts): Three Months Ended Six Months Ended Three Months Ended March 31, 2022 June 30, 2022 June 30, 2022 As Previously Restatement As Previously Restatement As Previously Restatement Reported Adjustments As Restated Reported Adjustments As Restated Reported Adjustments As Restated Revenue $ 62,561 $ 1,006 $ 63,567 $ 133,330 $ 1,152 $ 134,482 $ 70,769 $ 146 $ 70,915 Operating Costs and Expenses: Cost of revenue 21,189 4,027 25,216 49,747 4,720 54,467 28,558 693 29,251 Selling and marketing 25,743 334 26,077 54,569 668 55,237 28,826 334 29,160 Product and technology 14,231 — 14,231 30,009 — 30,009 15,777 — 15,777 General and administrative 26,699 — 26,699 55,103 — 55,103 28,405 — 28,405 Loss on impairment of intangible assets and goodwill — — — — — — — — — Total operating expenses 87,862 4,361 92,223 189,428 5,388 194,816 101,566 1,027 102,593 Operating income (loss) (25,301) (3,355) (28,656) (56,098) (4,236) (60,334) (30,797) (881) (31,678) Other income (expense): Interest Expense (2,293) (134) (2,427) (4,151) (201) (4,352) (1,858) (67) (1,925) Loss on remeasurement of earnout liability 11,179 — 11,179 13,766 — 13,766 2,587 — 2,587 Loss on remeasurement of private warrant liability 10,189 — 10,189 14,267 — 14,267 4,078 — 4,078 Investment income and realized gains 197 — 197 440 — 440 243 — 243 Other, net 56 — 56 (107) — (107) (162) — (162) Total other income (expense) 19,328 (134) 19,194 24,215 (201) 24,014 4,888 (67) 4,821 Income (loss) before income taxes (5,973) (3,489) (9,462) (31,883) (4,437) (36,320) (25,909) (948) (26,857) Income tax benefit (expense) 177 — 177 (290) — (290) (468) — (468) Net loss $ (5,796) $ (3,489) $ (9,285) $ (32,173) $ (4,437) $ (36,610) $ (26,377) $ (948) $ (27,325) Total other comprehensive loss (2,515) — (2,515) (4,300) — (4,300) (1,785) — (1,785) Total comprehensive loss $ (8,311) $ (3,489) $ (11,800) $ (36,473) $ (4,437) $ (40,910) $ (28,162) $ (948) $ (29,110) Loss per share - Basic and diluted $ (0.06) $ (0.10) $ (0.33) $ (0.38) $ (0.27) $ (0.28) Shares used in computing basic and diluted loss per share 96,074,527 96,074,527 96,611,294 96,611,294 97,142,163 97,142,163 Nine Months Ended Three Months Ended Three Months Ended September 30, 2022 September 30, 2022 December 31, 2022 As Previously Restatement As Previously Restatement Reported Adjustments As Restated Reported Adjustments As Restated Revenue $ 208,696 $ 3,139 $ 211,835 $ 75,366 $ 1,987 $ 77,353 $ 64,113 Operating Costs and Expenses: Cost of revenue 83,016 4,391 87,407 33,269 (329) 32,940 20,170 Selling and marketing 84,815 1,002 85,817 30,245 334 30,579 28,031 Product and technology 44,446 — 44,446 14,438 — 14,438 15,119 General and administrative 80,360 — 80,360 25,257 — 25,257 30,259 Loss on impairment of intangible assets and goodwill 57,057 — 57,057 57,057 — 57,057 4,329 Total operating expenses 349,694 5,393 355,087 160,266 5 160,271 97,908 Operating income (loss) (140,998) (2,254) (143,252) (84,900) 1,982 (82,918) (33,795) Other income (expense): Interest Expense (6,236) (268) (6,504) (2,085) (67) (2,152) (2,219) Loss on remeasurement of earnout liability 13,809 — 13,809 43 — 43 13 Loss on remeasurement of private warrant liability 14,391 — 14,391 124 — 124 95 Investment income and realized gains 775 — 775 335 — 335 399 Other, net (37) — (37) 69 — 69 608 Total other income (expense) 22,702 (268) 22,434 (1,514) (67) (1,581) (1,104) Income (loss) before income taxes (118,296) (2,522) (120,818) (86,414) 1,915 (84,499) (34,899) Income tax benefit (expense) (268) — (268) 23 — 23 (574) Net loss $ (118,564) $ (2,522) $ (121,086) $ (86,391) $ 1,915 $ (84,476) $ (35,473) Total other comprehensive (loss) income (6,312) — (6,312) (2,012) — (2,012) 400 Total comprehensive loss $ (124,876) $ (2,522) $ (127,398) $ (88,403) $ 1,915 $ (86,488) $ (35,073) Loss per share - Basic and diluted $ (1.22) $ (1.25) $ (0.88) $ (0.86) $ (0.36) Shares used in computing basic and diluted loss per share 97,009,351 97,009,351 97,792,485 97,792,485 98,365,762 The table below sets forth the unaudited condensed consolidated statements of cash flows, including balances as reported, adjustments and balances as restated amounts (in thousands). Note that only amounts that have changed have been disclosed. Three Months Ended Six Months Ended Nine Months Ended March 31, 2022 June 30, 2022 September 30, 2022 As Previously Restatement As Previously Restatement As Previously Restatement Reported Adjustments As Restated Reported Adjustments As Restated Reported Adjustments As Restated Net loss $ (5,796) $ (3,488) $ (9,284) $ (32,173) $ (4,437) $ (36,610) $ (118,564) $ (2,522) $ (121,086) Change in operating assets and liabilities Accounts receivable (1,296) 2,608 1,312 (9,907) 2,424 (7,483) (8,639) 1,668 (6,971) Reinsurance balance due (11,323) 3,403 (7,920) (45,555) 4,720 (40,835) (75,571) 4,391 (71,180) Prepaid expenses and other current assets (6,749) 334 (6,415) (7,758) 668 (7,090) (6,297) 1,002 (5,295) Refundable customer deposits 1,412 (4,361) (2,949) 3,972 (4,429) (457) 4,593 (2,083) 2,510 Deferred revenue (2,228) 283 (1,945) 37,610 557 38,167 71,600 — 71,600 Accrued expenses and other current liabilities (3,145) (889) (4,034) 2,358 (1,353) 1,005 (8,001) — (8,001) Net cash used in operating activities $ (13,291) $ (2,110) $ (15,401) $ (2,306) $ (1,850) $ (4,156) $ (12,808) $ 2,456 $ (10,352) Net cash used in investing activities $ (8,077) $ — $ (8,077) $ (38,404) $ — $ (38,404) $ (46,444) $ — $ (46,444) Cash flows from financing activities: Proceeds from debt issuance, net of fees — 5,143 5,143 — 10,690 10,690 — 15,115 15,115 Repayments of advance funding — (3,033) (3,033) — (8,840) (8,840) — (17,571) (17,571) Net cash provided by financing activities $ (389) $ 2,110 $ 1,721 $ (2,005) $ 1,850 $ (155) $ 11,454 $ (2,456) $ 8,998 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events. | |
Subsequent Events | 21. Subsequent Events Repurchases of Common Shares In the first quarter of 2023, the Company repurchased 1,396,158 shares at the total cost of $3.1 million (including commissions). |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Assets Investment in subsidiary $ 497,535 $ 661,619 Total assets $ 497,535 $ 661,619 Liabilities and Stockholders’ Equity Current liabilities Accrued expenses and other current liabilities 939 930 Total current liabilities 939 930 Long-term debt 416,492 414,585 Earnout liability, at fair value 1 44 13,866 Private warrant liability, at fair value 2 707 15,193 Total liabilities 418,182 444,574 Commitments and contingencies 3 Stockholders’ equity Common stock, $0.0001 par value: 10 10 Authorized shares – 400,000,000 and 400,000,000, respectively Issued and outstanding shares – 98,455,838 and 97,961,597 , respectively Additional paid-in capital 670,537 641,406 Accumulated other comprehensive loss (6,171) (259) Accumulated deficit (585,023) (424,112) Total stockholders’ equity 79,353 217,045 Total liabilities and stockholders’ equity $ 497,535 $ 661,619 1 Fair Value) Stock-Based Compensation) 2 - Fair Value) Equity and Warrants) 3 - Commitments and Contingencies) 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 31, December 23, 2020 2022 2021 to December 31, 2020 Operating expenses: General and administrative $ 3,550 $ 4,079 $ 56 Operating loss (3,550) (4,079) (56) Other income (expense): Interest expense (5,412) (1,573) — Change in fair value of earnout liability 1 13,822 (18,519) — Change in fair value of private warrant liability 1 14,486 (15,389) 2,427 Equity in net income (loss) of subsidiary (175,905) (67,046) 1,360 Total other income (expense) (153,009) (102,527) 3,787 Loss before income taxes (156,559) (106,606) 3,731 Income tax benefit (expense) — — — Net loss attributable to Porch Group, Inc. $ (156,559) $ (106,606) $ 3,731 Other comprehensive loss (5,912) (259) — Comprehensive loss attributable to Porch Group, Inc. $ (162,471) $ (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 31, December 23, 2020 2022 2021 to December 31, 2020 Cash flows from operating activities: Net (loss) income $ (156,559) $ (106,606) $ 3,731 Adjustments to reconcile net loss to net cash used in operating activities Equity in net loss of subsidiary 175,905 67,046 (1,360) Loss (gain) on remeasurement of private warrant liability (14,486) 15,389 (2,427) Loss (gain) on remeasurement of earnout liability (13,822) 18,519 — Interest expense (non-cash) 2,225 643 — Change in operating assets and liabilities, net of acquisitions and divestitures Accrued expenses and other current liabilities (9) 930 — Net cash used in operating activities (6,746) (4,079) (56) Cash flows from investing activities: Net (investment) return of capital in subsidiary 10,551 (458,697) (269,425) Net cash provided by (used in) investing activities 10,551 (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 1,116 4,288 — Income tax withholdings paid upon vesting of restricted stock units (3,108) (28,877) — Repurchases of stock (1,813) — — Net cash provided by (used in) financing activities (3,805) 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 and losses 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, 2022 | |
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. Among other transactions which are fully described in “Item 8. Financial Statements and Supplementary Data” the following transactions occurred: ● 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. See Note 9. ● As a result of the Merger, $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. ● 14,235,000 common stock warrants remained outstanding as a result of the merger, of which, 5,700,000 were private warrants and 8,625,000 were public warrants. 1,795,700 private warrants remained unexercised as of December 31, 2022 and 2021. See Note 8. ● 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 of 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. 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 |
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 Loss | Comprehensive Loss Comprehensive loss consists of adjustments related to unrealized gains and losses on available-for-sale securities. |
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. The estimates and assumptions that are evaluated by management include, but are not limited to, impairment losses on intangible assets and goodwill, estimated variable consideration for services performed, estimated lifetime value of insurance agency commission revenue, current estimate for credit losses, depreciable lives for property and equipment, the valuation of and useful lives for acquired intangible assets, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation expense, unpaid losses for insurance claims and loss adjustment expenses, contingent consideration, earnout liabilities and private warrant liabilities. Actual results could differ materially from those estimates and assumptions, and those differences could be material to the consolidated financial statements. |
Concentrations | Concentrations 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 balances 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 reinsurance counterparties. Two reinsurers represented more than 10% individually, and 45% in aggregate, of the Company’s insurance subsidiary’s total reinsurance receivables as of December 31, 2022. 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. The Company’s insurance and warranty revenues in the Insurance segment are concentrated in Texas (which represent approximately 52% and 61% of the Insurance segment revenues in 2022 and 2021, respectively) and South Carolina (which represent approximately 10% and 9% of the Insurance segment revenues in 2022 and 2021, respectively). No individual customer represented more than 10% of the Company’s total revenue for the years ended December 31, 2022, 2021 or 2020. As of December 31, 2022 and 2021, no individual customer accounted for 10% or more of the Company’s total accounts receivable. As of December 31, 2022, the Company held approximately $148.0 million of cash with three U.S. commercial banks. 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, 2022 includes $5.1 million held by the Company’s captive insurance company as a collateral for the benefit of Homeowners of America (“HOA”), $1.0 million held in money market mutual funds pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, $5.0 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in nineteen non-current The reconciliation of cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: December 31, 2022 December 31, 2021 Cash and cash equivalents $ 215,060 $ 315,741 Restricted cash and restricted cash equivalents - current 13,545 8,551 Restricted cash and restricted cash equivalents - non-current — 500 Cash, cash equivalents and restricted cash $ 228,605 $ 324,792 |
Investments | Investments The Company’s investments are primarily comprised of short-term certificates of deposit, U.S. Treasury, corporate and municipal bonds, 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 accretion or 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. See Note 3 for additional information about the Company’s evaluation. 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, 2022 December 31, 2021 Certificates of deposit $ 1,463 $ 2,164 U.S. Treasury notes 1,216 1,276 $ 2,679 $ 3,440 $0.2 million of pledged certificates of deposit and $0.5 million of U.S. Treasury notes are included in short-term investments, and $1.2 million of pledged certificates of deposit and $0.8 million of pledged U.S. Treasury notes are included in long-term investments, on the accompanying consolidated balance sheet as of December 31, 2022. $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, corporate partnerships, and individual policyholders, 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, 2022 and 2021, was $0.5 million and $0.4 million, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected more than twelve months from the balance sheet date. 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. 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, 2022 and 2021, DAC of $8.7 million and $4.0 million, respectively, is included in prepaid expenses and other current assets. Amortized deferred acquisition costs included in sales and marketing expense, amounted to $14.5 million and $2.5 million, for the years ended December 31, 2022 and 2021, respectively. |
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 Furniture, office equipment and other 3 5 Internally developed software 2 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 | Goodwill 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 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. During the third quarter of 2022, management identified various qualitative factors that collectively, indicated that the Company had triggering events, including a sustained decrease in stock price, increased costs due to inflationary pressures, and a deterioration of the macroeconomic environment in the housing and real estate industry. The Company performed a valuation of both the Vertical Software and Insurance reporting units using a combination of market and income approaches based on peer performance and discounted cash flow or dividend discount model methodologies. Given the results of the quantitative assessment, the Company determined that the Insurance reporting unit’s goodwill was impaired, and recorded impairment charges of $39.4 million related to its Insurance segment. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions to evaluate the impact of operating and macroeconomic changes on each reporting unit. The fair value of each reporting unit was estimated using a combination of income and market valuation approaches using publicly traded company multiples in similar businesses. Such fair value measurements are based predominately on Level 3 inputs. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test was risk-adjusted to reflect the specific risk profile of the reporting units and ranged from 17% to 20%. In the fourth quarter of 2022, the Company updated its preliminary purchase price allocations for certain acquisitions. As a result of these adjustments, the carrying value of the Insurance reporting unit was higher than the fair value as of September 30, 2022, which resulted in the Company recognizing an additional goodwill impairment charge of $4.3 million in the fourth quarter of 2022. During the year ended December 31, 2022, the Company recorded total goodwill impairment charges of $43.7 million, related to its Insurance segment. Impairment charges are included in impairment loss on intangible assets and goodwill in the consolidated statements of operations. There were no goodwill impairment losses recorded during the years ended December 31, 2021 and 2020. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired customer relationships, acquired technology, trademarks and trade names, renewal rights, insurance licenses, non-compete agreements, 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 October 1 and whenever events or circumstances arise that indicate an impairment may exist. See Impairment of Long-Lived Assets section below. |
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. Events that trigger a test for recoverability include a significant decrease in the market price for a long-lived asset, significant negative industry or economic trends, an accumulation of costs significantly in excess of the amount originally expected for the acquisition, a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or a sustained decrease in share price. When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group’s fair value is measured relying primarily on an income approach. An impairment charge is recognized for the amount by which the carrying value of the asset group exceeds its estimated fair value. Management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. During the third quarter of 2022, management identified various qualitative factors that collectively indicated that the Company had trigger events including a sustained decrease in stock price, increased costs due to inflationary pressures, and a deterioration of the macroeconomic environment in the housing and real estate industry. The Company used an income approach to determine that the estimated fair value of certain asset groups was less than their carrying values, which resulted in impairment charges of $17.7 million, primarily related to acquired technology, trademarks and tradenames, and customer relationships for certain businesses within its Vertical Software segment. Impairment charges are included in impairment loss We estimate the fair value of an asset group using the income approach. Such fair value measurements are based predominately on Level 3 inputs. Inherent in our development of cash flow projections are assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and cost of capital, similar to those a market participant would use to assess fair value. We also make certain assumptions about future economic conditions and other data. Many of these factors used in assessing fair value are outside the control of management and these assumptions and estimates may change in future periods. Losses due to impairment of long-lived assets, other than intangible assets, totaled product and technology |
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”). IBNR is reviewed regularly using a variety of actuarial techniques. We update the reserve estimates as historical loss experience develops, additional claims are reported and/or settled and new information becomes available. Any changes in estimates are reflected in operating results in the period in which the estimates are changed. Although management believes that the balance of these reserves is adequate, 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 is charged to expense as incurred. |
Reinsurance | Reinsurance In the normal course of business, the Company monitors return and risk 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’s insurance company subsidiaries have entered proportional and non-proportional reinsurance treaties, under which the insurance company subsidiaries have ceded some, but not all, the liabilities to third-party reinsurers including, but not limited to, catastrophe exposure. The amount and type of reinsurance employed is based on management’s analysis of capital as well as its estimates of probable maximum loss and evaluation of the conditions within the reinsurance market. The Company 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. Additionally, the insurance contracts are subject to contingent commission adjustments and loss participation features, which aligns our interests with those of our reinsurers. Ceded premium written is recorded in accordance with the applicable terms of the reinsurance contracts and ceded premium earned is charged against revenue over the period of the reinsurance contracts. Ceded losses incurred reduce net loss and LAE incurred over the applicable periods of the reinsurance contracts with third-party reinsurers. |
Other Insurance Liabilities, Current | Other Insurance Liabilities, Current The following table details the components of other insurance liabilities, current in the consolidated balance sheets: As of December 31, 2022 As of December 31, 2021 Ceded reinsurance premiums payable $ 29,204 $ 22,523 Commissions payable, reinsurers and agents 21,045 10,697 Advance premiums 8,668 4,277 Funds held under reinsurance treaty 1,851 2,206 General and accrued expenses payable 942 321 Other insurance liabilities, current $ 61,710 $ 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 “December 23, 2020 Merger” section of 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 revenue from a variety of sources: ● Insurance revenue in the form of insurance and warranty premiums, policy fees, commissions from reinsurers and other insurance-related fees generated through its owned insurance carrier, as well as commissions from third-party insurance carriers where Porch acts as an independent agent; ● Software and service subscription revenue generated from fees paid by companies for access to Porch’s software and provision of services; ● Move-related revenue through fees received for connecting homeowners to service providers during time of a move including movers, TV/Internet, warranty, and security monitoring providers and for providing select services directly to the homeowner; and ● Post-move related revenue in the form of fees earned from introducing homeowners to home service professionals including handyman, plumbers, electricians, roofers, etc . The Company determines revenue recognition for contracts with customers 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 carriers, performance of home project and moving services ( Move-related and Post-move Revenue), Software and Service 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. 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’s typical subscription contracts are monthly or annual contracts in which pricing is based on a specified volume of activity. The Company also provides certain data analytics, transaction monitoring and marketing services under subscription and service contracts. Fees earned for providing access to the 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 software and services during the contract term . Move-related Revenue Move-related revenue is generated when the Company connects service providers directly to homeowners, and includes fees earned from providing services directly to the homeowner, mainly moving services. The Company generally invoices for move-related services projects on a fixed fee or time and materials basis as contractually agreed-upon with the end customer (i.e., 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 move-related services are non-refundable and there is generally no right of return. In certain of our move-related product offerings, the Company acts as the principal in the revenue transactions 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, and the Company recognizes these revenues on a gross basis. In other instances, third-party merchant partners are responsible for delivering the service to the end customer. Revenue for these arrangements is recognized on a net basis. Post-move Revenue Post-move 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. Post-move revenue also includes fees earned from providing a variety of services directly to the homeowner, mainly handyman services. The Company generally invoices for services projects on a fixed fee or time and materials basis as contractually agreed-upon with the end customer (i.e., 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 service projects are non-refundable and there is generally no right of return. The Company acts as the principal in these service transactions 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. Insurance and Warranty Revenue Insurance Revenue 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 Company 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 and auto insurance. Insurance-related revenues 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 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 reinsurance 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. Warranty Revenue The Company provides warranty products to homeowners which are sold through various channels including home inspection companies, real estate agents and direct to customers These products provide customers with product protection that enhances or extends coverage offered by the manufacturer’s warranty and provides additional customer-friendly benefits that go beyond the scope of a manufacturer’s warranty. Typically, our home warranty policies cover a ninety three-year The Company also offers products that customers may purchase to extend the manufacturer’s covered warranties for a term of up to twenty-five years. Revenue for these policies is recognized over the term of the agreement in proportion to the Company’s relief from risk we expect to incur in satisfying the contract obligations. 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, 2022 and 2021, the Company had $0.3 million and $0.1 million of capitalized costs in prepaid expenses and other current assets, respectively, and $0.6 million and $0.3 million, respectively, in other assets on the consolidated balance sheets. The capitalized contract costs are amortized over an estimated period of benefit. During the years ended December 31, 2022, 2021, and 2020, $0.2 million, $0.1 million and $nil of amortization of capitalized costs, respectively, 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 insurance losses and loss adjustment expenses, claims personnel costs, warranty claims, third-party providers for executing moving labor and handyman services when the Company is managing the job, data costs related to marketing campaigns, certain call center costs, credit card processing and merchant fees. |
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. Also included are 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, 2022, 2021 and 2020, the Company incurred $13.5 million, $3.6 million, and $2.2 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 performance and 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. 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. The Company also issues awards which contain performance and/or market conditions. For awards with performance conditions, we recognize compensation expense only if the specified performance condition is probable of achievement. We update our assessment of probability at each reporting period. All compensation expense for performance awards with market conditions only, is recognized if the requisite service period is fulfilled, even if the market condition is not satisfied. 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. |
Warrants | Warrants 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. |
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(s) 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. |
Leases | 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. Operating leases are primarily for office space and are included in operating lease right-of-use (“ROU”) assets, accrued expenses and other current liabilities, and operating lease liabilities on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. 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. Operating ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. 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. For operating leases with a term of one year or less, we have elected to not recognize a lease liability or ROU asset on our consolidated balance sheet. Instead, we recognize the lease payments as expense on a straight-line basis over the lease term. Short-term lease expenses are immaterial to our consolidated statements of operations and cash flows. |
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, 2022 2021 2020 Interest income $ 717 $ 33 $ — Loss on remeasurement of debt — — (895) Loss on remeasurement of Legacy Porch warrants — — (2,584) Transaction costs - recapitalization — — (3,974) Gain on settlement of accounts payable — 175 796 Other, net (146) 132 (274) $ 571 $ 340 $ (6,931) |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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, 2022 | |
Description of Business and Summary of Significant Accounting Policies | |
Schedule of cash, cash equivalents and restricted cash | December 31, 2022 December 31, 2021 Cash and cash equivalents $ 215,060 $ 315,741 Restricted cash and restricted cash equivalents - current 13,545 8,551 Restricted cash and restricted cash equivalents - non-current — 500 Cash, cash equivalents and restricted cash $ 228,605 $ 324,792 |
Schedule of investment | December 31, 2022 December 31, 2021 Certificates of deposit $ 1,463 $ 2,164 U.S. Treasury notes 1,216 1,276 $ 2,679 $ 3,440 |
Schedule of property plant and equipment useful lives | Estimated Useful Lives Software and computer equipment 3 Furniture, office equipment and other 3 5 Internally developed software 2 Leasehold improvements Shorter of useful life or remaining lease term |
Schedule of components of other insurance liabilities, current | As of December 31, 2022 As of December 31, 2021 Ceded reinsurance premiums payable $ 29,204 $ 22,523 Commissions payable, reinsurers and agents 21,045 10,697 Advance premiums 8,668 4,277 Funds held under reinsurance treaty 1,851 2,206 General and accrued expenses payable 942 321 Other insurance liabilities, current $ 61,710 $ 40,024 |
Schedule of components of other income (expense), net | Year Ended December 31, 2022 2021 2020 Interest income $ 717 $ 33 $ — Loss on remeasurement of debt — — (895) Loss on remeasurement of Legacy Porch warrants — — (2,584) Transaction costs - recapitalization — — (3,974) Gain on settlement of accounts payable — 175 796 Other, net (146) 132 (274) $ 571 $ 340 $ (6,931) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue | |
Schedule of disaggregation of revenue | Year Ended December 31, 2022 2021 2020 Vertical Software segment Software and service subscriptions $ 72,777 $ 57,004 $ 7,672 Move-related transactions 62,317 60,996 36,921 Post-move transactions 19,821 19,150 19,206 Total Vertical Software segment revenue 154,915 137,150 63,799 Insurance segment Insurance and warranty premiums, commissions and policy fees 121,033 55,283 4,166 Total Insurance segment revenue 121,033 55,283 4,166 Divested Businesses — — 4,334 Total revenue (1) $ 275,948 $ 192,433 $ 72,299 (1) |
Summary of the activity impacting the contract assets | Contract Assets Balance at January 1, 2020 $ — Estimated lifetime value of commissions on insurance policies sold by carriers 4,313 Cash receipts (784) Balance at December 31, 2020 3,529 Estimated lifetime value of commissions on insurance policies sold by carriers 8,089 Cash receipts (2,234) Balance at December 31, 2021 9,384 Estimated lifetime value of commissions on insurance policies sold by carriers 9,925 Cash receipts (3,788) Balance at December 31, 2022 $ 15,521 |
Summary of the activity impacting deferred revenue | Vertical Software Deferred Revenue Balance at January 1, 2020 $ 3,333 Additional amounts deferred 6,602 Impact of acquisitions 196 Revenue recognized (4,923) Balance at December 31, 2020 5,208 Additional amounts deferred 5,539 Impact of acquisitions 1,170 Revenue recognized (8,103) Balance at December 31, 2021 3,814 Additional amounts deferred 19,421 Impact of acquisitions 137 Revenue recognized (19,498) Balance at December 31, 2022 $ 3,874 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments | |
Schedule of gain and losses on investments | Year Ended December 31, 2022 2021 Investment income, net of investment expenses $ 1,544 $ 768 Realized gains on investments 22 62 Realized losses on investments (392) (129) Investment income and realized gains, net of investment expenses $ 1,174 $ 701 |
Summary of amortized cost, market value and unrealized gains (losses) of debt securities | As of December 31, 2022 Gross Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasuries $ 35,637 $ 5 $ (320) $ 35,322 Obligations of states, municipalities and political subdivisions 11,549 2 (1,326) 10,225 Corporate bonds 31,032 32 (2,837) 28,227 Residential and commercial mortgage-backed securities 12,790 11 (1,268) 11,533 Other loan-backed and structured securities 6,804 6 (476) 6,334 Total investment securities $ 97,812 $ 56 $ (6,227) $ 91,641 As of 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 investment securities $ 67,880 $ 150 $ (455) $ 67,575 |
Summary of remaining time to maturity | As of December 31, 2022 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 34,972 $ 34,878 Due after one year through five years 18,899 17,293 Due after five years through ten years 19,938 17,665 Due after ten years 4,409 3,938 Residential and commercial mortgage-backed securities 12,790 11,533 Other loan-backed and structured securities 6,804 6,334 Total $ 97,812 $ 91,641 |
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, 2022 Loss Value Loss Value Loss Value U.S. Treasuries $ (127) $ 10,748 $ (193) $ 9,824 $ (320) $ 20,572 Obligations of states, municipalities and political subdivisions (929) 6,258 (397) 3,504 (1,326) 9,762 Corporate bonds (1,623) 16,531 (1,214) 10,328 (2,837) 26,859 Residential and commercial mortgage-backed securities (687) 6,565 (581) 4,952 (1,268) 11,517 Other loan-backed and structured securities (359) 4,633 (117) 1,094 (476) 5,727 Total securities $ (3,725) $ 44,735 $ (2,502) $ 29,702 $ (6,227) $ 74,437 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, 2022 | |
Fair Value | |
Schedule of fair value measurements of liabilities measured at fair value on recurring basis | Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Fair Value Assets Money market mutual funds $ 6,619 $ — $ — $ 6,619 Debt securities: U.S. Treasuries 35,322 — — 35,322 Obligations of states and municipalities — 10,225 — 10,225 Corporate bonds — 28,227 — 28,227 Residential and commercial mortgage-backed securities — 11,533 — 11,533 Other loan-backed and structured securities — 6,334 — 6,334 $ 41,941 $ 56,319 $ — $ 98,260 Liabilities Contingent consideration - business combinations $ — $ — $ 24,546 $ 24,546 Contingent consideration - earnout — — 44 44 Private warrant liability — — 707 707 $ — $ — $ 25,297 $ 25,297 Fair Value Measurement as of 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 |
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, 2022 $ 13,866 $ 9,617 $ 15,193 Additions — 8,700 — Settlements — (715) — Change in fair value, loss (gain) included in net loss (1) (13,822) 6,944 (14,486) Fair value as of December 31, 2022 $ 44 $ 24,546 $ 707 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 (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 (See Note 7). |
Property, Equipment, and Soft_2
Property, Equipment, and Software (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Equipment, and Software | |
Schedule of property, equipment, and software net | December 31, December 31, 2022 2021 Software and computer equipment $ 8,326 $ 7,287 Furniture, office equipment, and other 2,118 2,006 Internally developed software 17,128 13,102 Leasehold improvements 1,178 2,191 28,750 24,586 Less: Accumulated depreciation and amortization (16,510) (17,920) Property, equipment, and software, net $ 12,240 $ 6,666 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets | Weighted Accumulated Average Intangible Amortization Intangible Useful Life Assets, And Assets, (in years) gross Impairment Net Customer relationships 9.0 $ 69,730 $ (15,079) $ 54,651 Acquired technology 5.0 37,932 (16,468) 21,464 Trademarks and tradenames 10.0 25,071 (5,724) 19,347 Non-compete agreements 3.0 619 (407) 212 Value of business acquired 1.0 400 (400) — Renewal rights 6.0 9,734 (2,113) 7,621 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 148,446 $ (40,191) $ 108,255 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 |
Schedule of Estimated intangibles amortization expense | Estimated Amortization Expense 2023 $ 19,992 2024 18,998 2025 15,140 2026 10,201 2027 9,090 Thereafter 29,874 $ 103,295 |
Summary of changes in the carrying amount of goodwill | Goodwill Balance as of January 1, 2020 $ 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 Acquisitions 38,064 Impairment loss (43,758) Purchase price adjustments (1) 24,737 Balance as of December 31, 2022 $ 244,697 (1) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Schedule of debt | At December 31, 2022, debt was comprised of the following: Debt Unaccreted Issuance Carrying Principal Discount Costs Value Convertible senior notes, due 2026 $ 425,000 $ — $ (8,508) $ 416,492 Advance funding arrangement 15,670 (760) — 14,910 Term loan facility, due 2029 10,000 — — 10,000 Other notes 450 (87) — 363 $ 451,120 $ (847) $ (8,508) $ 441,765 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 |
Schedule of minimum principal payment commitments | Minimum principal payment commitments as of December 31, 2022, are as follows: Principal Payments 2023 $ 17,215 2024 1,545 2025 1,545 2026 426,395 2027 1,395 Thereafter 3,025 $ 451,120 |
Equity and Warrants (Tables)
Equity and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity and Warrants | |
Summary of fully diluted capital structure | December 31, 2022 Issued and outstanding common shares 96,405,838 Earnout shares 2,050,000 Total common shares issued and outstanding 98,455,838 Common shares reserved for future issuance: Private warrants 1,795,700 Stock options (Note 9) 3,862,918 Restricted and performance stock units and awards (Note 9) 6,230,165 2020 Equity Plan pool reserved for future issuance (Note 9) 11,189,745 Convertible senior notes, due 2026 (1) 16,998,130 Contingently issuable shares in connection with acquisitions (2) 10,631,558 Total shares of common stock outstanding and reserved for future issuance 149,164,054 (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 $25.00 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. (2) In connection with the acquisitions of Floify and HOA described in Note 12, the Company provided an obligation to issue certain amount of common stock to the extent specified market conditions are met in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period. |
Schedule of Stockholders' Equity Note, Warrants or Rights | Number of Number of Common Warrants Shares Issued Balances as of January 1, 2021 14,325,000 — Cash exercised (12,352,830) 11,521,412 Canceled (176,470) — Balances as of December 31, 2021 1,795,700 11,521,412 Exercised — — Canceled — — Balances as of December 31, 2022 1,795,700 11,521,412 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Schedule of stock-based compensation expense | 2022 2021 2020 Secondary market transaction $ — $ 1,933 $ 1,616 Employee earnout restricted stock — 22,961 — Employee awards 27,041 13,698 9,680 Total operating expenses $ 27,041 $ 38,592 $ 11,296 |
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, 2021 4,822,992 $ 3.63 7.0 $ 57,973 Options granted 9,396 3.15 Options exercised (473,653) 2.36 Options forfeited (416,735) 5.01 Options expired (79,082) 6.33 Balances as of December 31, 2022 3,862,918 $ 3.58 5.6 $ 74 Exercisable at December 31, 2022 3,429,421 $ 3.20 5.4 $ 71 |
Schedule of fair value of assumptions | 2022 2021 2020 Risk-free interest rate 3.2 % 0.9 – 1.3 % 0.3 – 0.6 % Expected term (years) 6 5 – 6 5 – 6 Dividend yield — — — Volatility 60 % 60 – 61 % 59 – 60 % Weighted-average grant-date fair value per share $1.85 $8.23 $2.26 |
Summary of the activity of restricted stock awards | Number of Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2022 2,675,578 $ 18.77 Granted 5,775,348 4.38 Vested (2,157,886) 9.59 Canceled (983,799) 11.42 Balances as of December 31, 2022 5,309,241 $ 8.21 |
Summary of the activity of performance restricted stock unit awards | Number of Performance Weighted Restricted Average Stock Units Fair Value Balances as of January 1, 2022 37,184 $ 21.51 Granted 1,185,336 3.63 Vested — — Forfeited (301,596) 1.85 Balances as of December 31, 2022 920,924 $ 4.94 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of components of the income tax (benefit) provision | 2022 2021 2020 Current: Federal $ (483) $ 1,065 $ — State (644) (205) (71) Total current (1,127) 860 (71) Deferred Federal 285 8,561 1,433 State — 852 327 Total deferred 285 9,413 1,760 Income tax (expense) benefit $ (842) $ 10,273 $ 1,689 |
Schedule of significant deferred tax assets and deferred tax liabilities | December 31, December 31, 2022 2021 Deferred tax assets Accrued expenses and other $ 1,230 $ 1,080 Unrealized gain/loss on investments 1,296 — Stock-based compensation 1,626 1,753 Deferred revenue 49,053 37,108 Goodwill 6,378 357 Operating lease liabilities 1,071 1,126 Loss and loss adjustment reserves 16,392 11,971 Net operating losses 100,920 87,802 Disallowed interest 5,676 5,098 Research and development capitalized costs 521 — Valuation allowance (117,568) (88,613) Total deferred tax assets 66,595 57,682 Deferred tax liabilities Property and equipment (87) (50) Intangibles (3,614) (10,660) Operating lease right-of-use assets (1,026) (1,091) Deferred policy acquisition costs (1,907) (857) Reinsurance balance due (59,794) (44,197) Internally developed software (590) (1,180) Total deferred tax liabilities (67,018) (58,035) Net deferred tax liabilities $ (423) $ (353) |
Schedule of reconciliation of the income tax (benefit) provision | 2022 2021 2020 Tax computed at federal statutory rate $ 32,701 $ 24,492 $ 11,702 State tax, net of federal tax benefit 4,879 5,531 2,097 Loss on impairment (3,836) — — Equity compensation (3,939) 12,821 1,148 Officer compensation (860) (5,306) (176) Debt transactions 4,808 (1,791) 824 Enacted tax rate changes 90 123 159 Return to provision (6,533) (648) 502 Valuation allowance (27,724) (25,296) (13,764) Other (428) 347 (803) Income tax benefit (expense) $ (842) $ 10,273 $ 1,689 |
Business Combinations and Dis_2
Business Combinations and Disposals (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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) RWS Other Total Purchase consideration: Cash $ 25,572 $ 13,763 $ 39,335 Issuance of common stock 3,552 — 3,552 Holdback liabilities and amounts in escrow 1,000 1,500 2,500 Contingent consideration - liability-classified 8,700 — 8,700 Total purchase consideration: $ 38,824 $ 15,263 $ 54,087 Assets: Cash, cash equivalents and restricted cash $ 2,030 $ 256 $ 2,286 Current assets 525 7 532 Property and equipment 497 — 497 Operating lease right-of-use assets 871 — 871 Intangible assets: Customer relationships 8 13,860 2,750 16,610 Acquired technology 5 500 1,480 1,980 Trademarks and tradenames 9 400 200 600 Non-competition agreements 7 180 20 200 Goodwill 27,366 10,698 38,064 Total assets acquired 46,229 15,411 61,640 Current liabilities (6,869) (148) (7,017) Operating lease liabilities, non-current (536) — (536) Net assets acquired $ 38,824 $ 15,263 $ 54,087 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 7.0 — 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 |
Residential Warranty Services | |
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 $ 13,860 8 Acquired technology 500 3 Trademarks and tradenames 400 9 Non-competition agreements 180 7 $ 14,940 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of operating lease cost | 2022 2021 Operating lease cost $ 2,621 $ 2,155 Variable lease cost 254 339 $ 2,875 $ 2,494 |
Schedule of supplemental cash flow information related to leases | 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows for operating leases $ 2,082 $ 2,141 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 6,835 $ 6,365 |
Schedule of supplemental balance sheet information related to leases | December 31, 2022 2021 Operating lease right-of-use assets $ 4,201 $ 4,504 Operating lease liabilities, current (1) $ 1,810 $ 1,957 Operating lease liabilities, non-current 2,536 2,694 Total operating lease liabilities $ 4,346 $ 4,651 (1) |
Schedule of other information related to operating leases | December 31, 2022 2021 Weighted average remaining lease term 2.9 years 2.1 years Weighted average discount rate 8.8% 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, 2022 is as follows: Lease Payments 2023 $ 2,097 2024 1,516 2025 848 2026 367 2027 29 Thereafter — Total lease payments $ 4,857 Less imputed interest (511) Total present value of lease liabilities $ 4,346 |
Reinsurance (Tables)
Reinsurance (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reinsurance | |
Schedule of effects of reinsurance on premiums written, earned, incurred losses and LAE | Year Ended December 31, 2022 2021 Written Earned Written Earned Direct premiums $ 462,179 $ 395,968 $ 266,609 $ 213,423 Ceded premiums (399,400) (349,952) (237,102) (199,366) Net premiums $ 62,779 $ 46,016 $ 29,507 $ 14,057 The effects of reinsurance on incurred losses and LAE for the period since the acquisition date of April 5, 2021 were as follows: Year Ended December 31, 2022 2021 Direct losses and LAE $ 280,505 $ 181,256 Ceded losses and LAE (224,202) (162,752) Net losses and LAE $ 56,303 $ 18,504 |
Schedule of reinsurance balances due | December 31, 2022 December 31, 2021 Ceded unearned premium $ 203,157 $ 153,710 Losses and LAE reserve 76,999 56,752 Reinsurance recoverable 18,765 17,780 Other 139 174 Reinsurance balance due $ 299,060 $ 228,416 |
Unpaid Losses and Loss Adjust_2
Unpaid Losses and Loss Adjustment Reserve (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Unpaid Losses and Loss Adjustment Reserve | |
Schedule of rollforward of the beginning and ending reserve balances for unpaid losses and LAE, gross of reinsurance | Year Ended Period Ended December 31, 2022 December 31, 2021 Reserve for unpaid losses and LAE, at January 1, 2022 and April 5, 2021 $ 61,949 $ 84,366 Reinsurance recoverables on losses and LAE (56,752) (82,898) Losses and LAE reserve, net of reinsurance recoverables, at January 1, 2022 and April 5, 2021 5,197 1,468 Add provisions for losses and LAE occurring in: Current year 55,148 17,583 Prior year 1,155 921 Net incurred losses and LAE during the current year 56,303 18,504 Deduct payments for losses and LAE occurring in: Current year (32,111) (13,154) Prior year (5,756) (1,621) Net claim and LAE payments during the current year (37,867) (14,775) Reserve for losses and LAE, net of reinsurance recoverables, at end of year 23,633 5,197 Reinsurance recoverables on losses and LAE 76,999 56,752 Reserve for unpaid losses and LAE, at December 31 $ 100,632 $ 61,949 |
Schedule of incurred and paid losses by accident year, net of reinsurance | December 31, 2022 Incurred losses and allocated loss adjustment expenses, net of reinsurance, Cumulative for the years ended December 31, Number of 2018 2019 2020 2021 2022 IBNR Reserves Reported Claims (unaudited) (unaudited) (unaudited) (unaudited) Accident Year 2018 $ 7,512 $ 7,041 $ 7,046 $ 7,380 $ 7,396 $ — 8,369 2019 9,666 9,678 9,773 9,786 20 10,790 2020 12,664 14,281 14,587 84 13,152 2021 19,795 20,614 976 34,548 2022 55,110 14,575 18,550 Total $ 107,493 $ 15,655 85,409 Cumulative paid losses and allocated adjustment expenses, net of reinsurance, for the year ended December 31, 2018 2019 2020 2021 2022 (unaudited) (unaudited) (unaudited) (unaudited) Accident Year 2018 $ 5,295 $ 6,690 $ 6,838 $ 7,213 $ 7,345 2019 7,405 9,324 9,578 9,694 2020 9,750 13,865 14,142 2021 15,335 20,569 2022 32,073 Total $ 83,823 Liability for losses and loss adjustment expenses, net of reinsurance $ 23,669 |
Schedule of average annual percentage payout of accident year incurred claims by age, net of reinsurance | 1 2 3 4 5 83.8 % 15.1 % 0.8 % 0.6 % 0.2 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Schedule of non-cancelable purchase commitments | As of December 31, 2022, the Company had non-cancelable purchase commitments, primarily for data purchases, as follows: 2023 $ 4,577 2024 3,232 2025 1,391 2026 — 2027 — $ 9,200 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Schedule of revenue by segment | Year Ended December 31, 2022 2021 2020 Segment revenues: Vertical Software $ 154,915 $ 137,150 $ 63,799 Insurance 121,033 55,283 4,166 Divested businesses — — 4,334 Total segment revenue $ 275,948 $ 192,433 $ 72,299 |
Schedule of financial information of reportable segments and reconciliations to consolidated financial information | Year Ended December 31, 2022 2021 2020 Segment adjusted EBITDA (loss): Vertical Software $ 14,678 $ 20,733 $ 12,718 Insurance (5,499) 9,007 405 Corporate and Other (58,780) (53,760) (30,001) Divested Businesses — — (1,441) Total segment adjusted EBITDA (loss) (49,601) (24,020) (18,319) Reconciling items: Depreciation and amortization (27,930) (16,386) (6,644) Non-cash stock-based compensation expense (27,041) (38,592) (11,296) Acquisition and other transaction costs (2,334) (5,360) (311) Impairment loss on intangible assets and goodwill (61,386) — — Non-cash losses and impairment of property, equipment and software (637) (550) (611) Revaluation of contingent consideration (6,944) 2,244 (1,700) SPAC transaction bonus — — (3,350) Investment income and realized gains (1,174) (701) — Operating loss $ (177,047) $ (83,365) $ (42,231) |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basic and Diluted Net Loss Per Share | |
Schedule of earnings per share, basic and diluted | Year Ended December 31, 2022 2021 2020 Numerator: Net loss used to compute net loss per share: $ (156,559) $ (106,606) $ (54,032) Induced conversion of preferred stock — — (17,284) Basic (156,559) (106,606) $ (71,316) Adjustment for change in fair value of warrant liability — — (2,427) Diluted $ (156,559) $ (106,606) $ (73,743) Denominator: Weighted average shares outstanding used to compute loss per share: Basic 97,351,241 93,884,566 36,344,234 Dilutive effect of warrants — — 29,981 Diluted 97,351,241 93,884,566 36,374,215 Loss per share - basic $ (1.61) $ (1.14) $ (1.96) Loss per share - diluted $ (1.61) $ (1.14) $ (2.03) |
Schedule of antidilutive securities excluded from computation of earnings per share | Year Ended December 31, 2022 2021 2020 Stock options 3,862,918 4,822,992 6,414,611 Restricted stock units and awards 5,309,241 2,712,762 2,581,902 Performance restricted stock units 920,924 — — Public and private warrants 1,795,700 1,795,700 8,625,000 Earnout shares 2,050,000 2,050,000 6,150,000 Convertible debt (1) 16,998,130 16,998,130 — Contingently issuable shares in connection with acquisitions (2) 10,631,558 1,192,989 — (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, 2022. (2) In connection with the acquisitions of Floify and HOA described in Note 12, the Company provided an obligation to issue certain amount of common stock to the extent specified market conditions are met in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period. |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements | |
Schedule of quarterly financial data (unaudited) revision of previously issued financial statements | For the reporting period For the reporting period For the reporting period March 31, 2022 June 30, 2022 September 30, 2022 As Previously Restatement As Previously Restatement As Previously Restatement Reported Adjustments As Restated Reported Adjustments As Restated Reported Adjustments As Restated in thousands in thousands in thousands Current assets Cash and cash equivalents $ 292,373 $ — $ 292,373 $ 271,003 $ — $ 271,003 $ 260,198 $ — $ 260,198 Accounts receivable, net 29,996 (2,608) 27,388 38,474 (2,424) 36,050 37,032 (1,668) 35,364 Short-term investments 8,462 — 8,462 8,165 — 8,165 7,212 — 7,212 Reinsurance balance due 239,739 (3,403) 236,336 273,971 (4,720) 269,251 303,987 (4,391) 299,596 Prepaid expenses and other current assets 21,087 (334) 20,753 22,621 (668) 21,953 21,160 (1,002) 20,158 Restricted cash 10,162 — 10,162 10,574 — 10,574 16,296 — 16,296 Total current assets 601,819 (6,345) 595,474 624,808 (7,812) 616,996 645,885 (7,061) 638,824 Property, equipment, and software, net 8,340 — 8,340 9,984 — 9,984 11,236 — 11,236 Goodwill 226,576 23,814 250,390 273,831 23,814 297,645 228,091 23,814 251,905 Long-term investments 56,865 — 56,865 56,228 — 56,228 55,357 — 55,357 Long-term insurance commission receivable 9,061 — 9,061 10,461 — 10,461 11,930 — 11,930 Intangible assets, net 124,306 — 124,306 136,575 — 136,575 111,728 — 111,728 Restricted cash, non-current 500 — 500 500 — 500 500 — 500 Right-of-use assets, net 3,922 — 3,922 6,052 — 6,052 4,697 — 4,697 Other assets 5,373 — 5,373 1,519 — 1,519 3,057 — 3,057 Total assets $ 1,036,762 $ 17,469 $ 1,054,231 $ 1,119,958 $ 16,002 $ 1,135,960 $ 1,072,481 $ 16,753 $ 1,089,234 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 8,016 $ — $ 8,016 $ 7,739 $ — $ 7,739 $ 6,717 $ — $ 6,717 Accrued expenses and other current liabilities 35,029 (889) 34,140 47,967 (1,353) 46,614 36,847 — 36,847 Deferred revenue 198,857 283 199,140 243,425 557 243,982 277,616 — 277,616 Refundable customer deposit 16,686 2,030 18,716 19,246 2,372 21,618 19,867 2,718 22,585 Current portion of long term debt 150 19,532 19,682 150 18,863 19,013 6,275 16,557 22,832 Losses and loss adjustment expense reserves 79,608 — 79,608 88,894 — 88,894 100,298 — 100,298 Other insurance liabilities, current 43,049 — 43,049 61,516 — 61,516 55,945 — 55,945 Total current liabilities 381,395 20,956 402,351 468,937 20,439 489,376 503,565 19,275 522,840 Long term debt 415,002 — 415,002 416,568 — 416,568 425,012 — 425,012 Refundable customer deposit - non-current — — — — — — — — — Earnout liability, at fair value 2,687 — 2,687 100 — 100 57 — 57 Private warrant liability, at fair value 5,004 — 5,004 926 — 926 802 — 802 Lease liability - non-current 2,267 — 2,267 3,622 — 3,622 2,968 — 2,968 Other liabilities (includes $12,822, $29,858 and $23,228 at fair value, respectively) 15,528 — 15,528 30,825 — 30,825 24,952 — 24,952 Total liabilities 821,883 20,956 842,839 920,978 20,439 941,417 957,356 19,275 976,631 Stockholders’ equity Common stock, $0.0001 par value: Authorized shares - 400,000,000 , Issued and outstanding shares - 98,297,186 , 99,440,528 and 100,410,325 , respectively 10 — 10 10 — 10 10 — 10 Additional paid-in capital 647,551 — 647,551 659,814 — 659,814 664,362 — 664,362 Accumulated other comprehensive income (2,774) — (2,774) (4,559) — (4,559) (6,571) — (6,571) Accumulated deficit (429,908) (3,487) (433,395) (456,285) (4,437) (460,722) (542,676) (2,522) (545,198) Total stockholders’ equity 214,879 (3,487) 211,392 198,980 (4,437) 194,543 115,125 (2,522) 112,603 Total liabilities and stockholders' equity $ 1,036,762 $ 17,469 $ 1,054,231 $ 1,119,958 $ 16,002 $ 1,135,960 $ 1,072,481 $ 16,753 $ 1,089,234 The tables below set forth the unaudited condensed consolidated statements of operations, including the balances as reported, adjustments and the as restated balances (in thousands, except per share amounts): Three Months Ended Six Months Ended Three Months Ended March 31, 2022 June 30, 2022 June 30, 2022 As Previously Restatement As Previously Restatement As Previously Restatement Reported Adjustments As Restated Reported Adjustments As Restated Reported Adjustments As Restated Revenue $ 62,561 $ 1,006 $ 63,567 $ 133,330 $ 1,152 $ 134,482 $ 70,769 $ 146 $ 70,915 Operating Costs and Expenses: Cost of revenue 21,189 4,027 25,216 49,747 4,720 54,467 28,558 693 29,251 Selling and marketing 25,743 334 26,077 54,569 668 55,237 28,826 334 29,160 Product and technology 14,231 — 14,231 30,009 — 30,009 15,777 — 15,777 General and administrative 26,699 — 26,699 55,103 — 55,103 28,405 — 28,405 Loss on impairment of intangible assets and goodwill — — — — — — — — — Total operating expenses 87,862 4,361 92,223 189,428 5,388 194,816 101,566 1,027 102,593 Operating income (loss) (25,301) (3,355) (28,656) (56,098) (4,236) (60,334) (30,797) (881) (31,678) Other income (expense): Interest Expense (2,293) (134) (2,427) (4,151) (201) (4,352) (1,858) (67) (1,925) Loss on remeasurement of earnout liability 11,179 — 11,179 13,766 — 13,766 2,587 — 2,587 Loss on remeasurement of private warrant liability 10,189 — 10,189 14,267 — 14,267 4,078 — 4,078 Investment income and realized gains 197 — 197 440 — 440 243 — 243 Other, net 56 — 56 (107) — (107) (162) — (162) Total other income (expense) 19,328 (134) 19,194 24,215 (201) 24,014 4,888 (67) 4,821 Income (loss) before income taxes (5,973) (3,489) (9,462) (31,883) (4,437) (36,320) (25,909) (948) (26,857) Income tax benefit (expense) 177 — 177 (290) — (290) (468) — (468) Net loss $ (5,796) $ (3,489) $ (9,285) $ (32,173) $ (4,437) $ (36,610) $ (26,377) $ (948) $ (27,325) Total other comprehensive loss (2,515) — (2,515) (4,300) — (4,300) (1,785) — (1,785) Total comprehensive loss $ (8,311) $ (3,489) $ (11,800) $ (36,473) $ (4,437) $ (40,910) $ (28,162) $ (948) $ (29,110) Loss per share - Basic and diluted $ (0.06) $ (0.10) $ (0.33) $ (0.38) $ (0.27) $ (0.28) Shares used in computing basic and diluted loss per share 96,074,527 96,074,527 96,611,294 96,611,294 97,142,163 97,142,163 Nine Months Ended Three Months Ended Three Months Ended September 30, 2022 September 30, 2022 December 31, 2022 As Previously Restatement As Previously Restatement Reported Adjustments As Restated Reported Adjustments As Restated Revenue $ 208,696 $ 3,139 $ 211,835 $ 75,366 $ 1,987 $ 77,353 $ 64,113 Operating Costs and Expenses: Cost of revenue 83,016 4,391 87,407 33,269 (329) 32,940 20,170 Selling and marketing 84,815 1,002 85,817 30,245 334 30,579 28,031 Product and technology 44,446 — 44,446 14,438 — 14,438 15,119 General and administrative 80,360 — 80,360 25,257 — 25,257 30,259 Loss on impairment of intangible assets and goodwill 57,057 — 57,057 57,057 — 57,057 4,329 Total operating expenses 349,694 5,393 355,087 160,266 5 160,271 97,908 Operating income (loss) (140,998) (2,254) (143,252) (84,900) 1,982 (82,918) (33,795) Other income (expense): Interest Expense (6,236) (268) (6,504) (2,085) (67) (2,152) (2,219) Loss on remeasurement of earnout liability 13,809 — 13,809 43 — 43 13 Loss on remeasurement of private warrant liability 14,391 — 14,391 124 — 124 95 Investment income and realized gains 775 — 775 335 — 335 399 Other, net (37) — (37) 69 — 69 608 Total other income (expense) 22,702 (268) 22,434 (1,514) (67) (1,581) (1,104) Income (loss) before income taxes (118,296) (2,522) (120,818) (86,414) 1,915 (84,499) (34,899) Income tax benefit (expense) (268) — (268) 23 — 23 (574) Net loss $ (118,564) $ (2,522) $ (121,086) $ (86,391) $ 1,915 $ (84,476) $ (35,473) Total other comprehensive (loss) income (6,312) — (6,312) (2,012) — (2,012) 400 Total comprehensive loss $ (124,876) $ (2,522) $ (127,398) $ (88,403) $ 1,915 $ (86,488) $ (35,073) Loss per share - Basic and diluted $ (1.22) $ (1.25) $ (0.88) $ (0.86) $ (0.36) Shares used in computing basic and diluted loss per share 97,009,351 97,009,351 97,792,485 97,792,485 98,365,762 The table below sets forth the unaudited condensed consolidated statements of cash flows, including balances as reported, adjustments and balances as restated amounts (in thousands). Note that only amounts that have changed have been disclosed. Three Months Ended Six Months Ended Nine Months Ended March 31, 2022 June 30, 2022 September 30, 2022 As Previously Restatement As Previously Restatement As Previously Restatement Reported Adjustments As Restated Reported Adjustments As Restated Reported Adjustments As Restated Net loss $ (5,796) $ (3,488) $ (9,284) $ (32,173) $ (4,437) $ (36,610) $ (118,564) $ (2,522) $ (121,086) Change in operating assets and liabilities Accounts receivable (1,296) 2,608 1,312 (9,907) 2,424 (7,483) (8,639) 1,668 (6,971) Reinsurance balance due (11,323) 3,403 (7,920) (45,555) 4,720 (40,835) (75,571) 4,391 (71,180) Prepaid expenses and other current assets (6,749) 334 (6,415) (7,758) 668 (7,090) (6,297) 1,002 (5,295) Refundable customer deposits 1,412 (4,361) (2,949) 3,972 (4,429) (457) 4,593 (2,083) 2,510 Deferred revenue (2,228) 283 (1,945) 37,610 557 38,167 71,600 — 71,600 Accrued expenses and other current liabilities (3,145) (889) (4,034) 2,358 (1,353) 1,005 (8,001) — (8,001) Net cash used in operating activities $ (13,291) $ (2,110) $ (15,401) $ (2,306) $ (1,850) $ (4,156) $ (12,808) $ 2,456 $ (10,352) Net cash used in investing activities $ (8,077) $ — $ (8,077) $ (38,404) $ — $ (38,404) $ (46,444) $ — $ (46,444) Cash flows from financing activities: Proceeds from debt issuance, net of fees — 5,143 5,143 — 10,690 10,690 — 15,115 15,115 Repayments of advance funding — (3,033) (3,033) — (8,840) (8,840) — (17,571) (17,571) Net cash provided by financing activities $ (389) $ 2,110 $ 1,721 $ (2,005) $ 1,850 $ (155) $ 11,454 $ (2,456) $ 8,998 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Description of Business, Merger (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Dec. 23, 2020 $ / shares shares | Jul. 30, 2020 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2022 USD ($) item shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Number of Companies, Service Provided | item | 30,900 | |||||||
Transaction costs - recapitalization | $ 262 | $ 5,652 | ||||||
Earn out shares issued | shares | 150,000 | |||||||
Cash and cash equivalents | $ 315,741 | $ 215,060 | $ 260,198 | $ 271,003 | $ 292,373 | |||
Payment of capital distribution | $ 50,400 | |||||||
Class of warrant or right, outstanding | shares | 1,795,700 | 14,325,000 | 1,795,700 | |||||
Private warrant liability, at fair value | $ 15,193 | $ 707 | $ 802 | $ 926 | $ 5,004 | |||
Contributed capital | $ 239,700 | |||||||
CEO | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Unvested restricted stock units | shares | 1,000,000 | |||||||
Additional Offering, PIPE Investors | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Shares issued (shares) | shares | 15,000,000 | |||||||
Shares issued Price (Per share) | $ / shares | $ 10 | |||||||
Net proceeds | $ 141,800 | |||||||
Direct offering costs | 8,200 | |||||||
Private Warrants | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Private warrant liability, at fair value | 34,000 | |||||||
Merger Agreement | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Shares issued value in merger | $ 30,000 | |||||||
Shares issued shares in merger | shares | 83,559,663 | |||||||
Transaction costs - recapitalization | $ 5,600 | |||||||
Earn out shares issued | shares | 5,000,000 | |||||||
Merger transaction cost | $ 30,800 | |||||||
Additional share issued | shares | 1,580,000 | |||||||
Fair value of additional share issued | $ 23,300 | |||||||
Fair value of earn out shares | 1,900 | |||||||
Eligibility amount | 27,000 | |||||||
Recognized expenses | 3,800 | |||||||
Share price | $ / shares | $ 11.50 | |||||||
Expiring period after merger for determining share price | 5 years | |||||||
Merger Agreement | Common stock warrants | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Class of warrant or right, outstanding | shares | 14,235,000 | |||||||
Merger Agreement | Private Warrants | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Class of warrant or right, outstanding | shares | 5,700,000 | |||||||
Merger Agreement | Public and private warrants | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Class of warrant or right, outstanding | shares | 8,625,000 | |||||||
Minimum | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Number of insurance and warranty policies in force. | item | 390,000 | |||||||
Number of Insurance Companies Served | item | 20 | |||||||
PropTech Acquisition Corporation | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Proceeds available for use | 305,100 | |||||||
Payment of capital distribution | 30,000 | |||||||
Net assets | $ 275,100 | |||||||
Additional share issued | shares | 150,000 | |||||||
PropTech Acquisition Corporation | Merger Agreement | ||||||||
Common Stock and Redeemable Convertible Preferred Stock | ||||||||
Shares issued (shares) | shares | 36,264,984 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Concentrations (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) item | |
Cash and Cash Equivalents | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cash in bank | $ | $ 148 | $ 262.4 |
Accounts Receivable | Customer Concentration Risk | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of reinsurers | item | 2 | 5 |
Accounts Receivable | Customer Concentration Risk | Top Reinsurers | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration Risk, Percentage | 45% | 68% |
Revenue Benchmark | Geographic Concentration Risk | Customers in Texas | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration Risk, Percentage | 52% | 61% |
Revenue Benchmark | Geographic Concentration Risk | Customers in South Carolina | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration Risk, Percentage | 10% | 9% |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Cash and cash equivalents (Details) $ in Thousands | Dec. 31, 2022 USD ($) item | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) |
Description of Business and Summary of Significant Accounting Policies | |||||||
Restricted cash pledged as collateral | $ 5,100 | ||||||
Restricted cash pledged against obligations to policyholders and creditors | 1,000 | $ 300 | |||||
Restricted funds held for payment of possible warranty claims | $ 5,000 | $ 5,900 | |||||
Number of states regulatory guidelines of warranty claims | item | 19 | 25 | |||||
Customer deposits | $ 300 | ||||||
Indemnification hold back cost | $ 2,400 | 2,600 | |||||
Indemnification hold-back, noncurrent | $ 500 | ||||||
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | ||||||
Cash and cash equivalents | 215,060 | $ 260,198 | $ 271,003 | $ 292,373 | $ 315,741 | ||
Restricted cash and restricted cash equivalents - current | 13,545 | 16,296 | 10,574 | 10,162 | 8,551 | ||
Restricted cash and restricted cash equivalents - non-current | $ 500 | $ 500 | $ 500 | 500 | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 228,605 | $ 324,792 | $ 207,453 | $ 7,179 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net Investment Income [Line Items] | ||
Debt securities, fair value disclosure | $ 91,641 | $ 67,575 |
Asset pledged as collateral | ||
Net Investment Income [Line Items] | ||
Debt securities, fair value disclosure | 2,679 | 3,440 |
Asset pledged as collateral | US Treasury Notes | ||
Net Investment Income [Line Items] | ||
Debt securities, fair value disclosure | 1,216 | 1,276 |
Investments, short-term | 500 | |
Investments, long-term | 800 | 1,300 |
Asset pledged as collateral | Certificates of deposit | ||
Net Investment Income [Line Items] | ||
Debt securities, fair value disclosure | 1,463 | 2,164 |
Investments, short-term | 200 | 1,300 |
Investments, long-term | $ 1,200 | $ 900 |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Allowance, Deferred Policy Acquisition Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement Analysis of Deferred Policy Acquisition Costs [Roll Forward] | ||
Allowance for uncollectible receivables | $ 0.5 | $ 0.4 |
Deferred policy acquisition costs | 8.7 | 4 |
Amortized deferred acquisition costs | $ 14.5 | $ 2.5 |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Property, Equipment and Software, Intangible Asset Impairment, Advanced Funding (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Goodwill impairment loss | $ 4,300 | $ 39,400 | $ 43,758 | $ 0 | $ 0 | |
Impairment loss on intangible assets and goodwill | $ 4,329 | $ 57,057 | $ 57,057 | 61,386 | ||
Impairment of Intangible Assets, Finite-Lived | $ 17,700 | |||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment loss on intangible assets and goodwill | |||||
Impairment, Long-Lived Asset, Held-for-Use | $ 600 | $ 600 | $ 600 | |||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Product and Technology Expense | |||||
Insurance | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment loss on intangible assets and goodwill | $ 43,700 | |||||
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 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Weighted average cost of capital for impairment test | 17% | |||||
Minimum | Furniture, office equipment and other | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Weighted average cost of capital for impairment test | 20% | |||||
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) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Description of Business and Summary of Significant Accounting Policies | |||||
Ceded reinsurance premiums payable | $ 29,204 | $ 22,523 | |||
Commissions payable, reinsurers and agents | 21,045 | 10,697 | |||
Advance premiums | 8,668 | 4,277 | |||
Funds held under reinsurance treaty | 1,851 | 2,206 | |||
General and accrued expenses payable | 942 | 321 | |||
Other insurance liabilities, current | $ 61,710 | $ 55,945 | $ 61,516 | $ 43,049 | $ 40,024 |
Description of Business and _11
Description of Business and Summary of Significant Accounting Policies - Earn-out Shares (Details) - Earnout shares | Dec. 23, 2020 D item $ / shares shares |
Class of Stock [Line Items] | |
Shares issued (shares) | shares | 6,000,000 |
Number of tranches | item | 3 |
Threshold trading days | D | 20 |
Threshold consecutive trading days | D | 30 |
Vest 25% or Common stock is greater than or equal to $18.00 | |
Class of Stock [Line Items] | |
Vesting percentage | 33% |
Threshold closing price of common stock | $ 18 |
Vest 75% or Common stock is greater than or equal to $20.00 | |
Class of Stock [Line Items] | |
Threshold closing price of common stock | 20 |
Common stock is greater than or equal to $22.00 | |
Class of Stock [Line Items] | |
Threshold closing price of common stock | $ 22 |
Description of Business and _12
Description of Business and Summary of Significant Accounting Policies - Revenue, Advertising, Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, amortization | $ 0.2 | $ 0.1 | |
Advertising costs | $ 13.5 | 3.6 | $ 2.2 |
Minimum | |||
Capitalized Contract Cost [Line Items] | |||
Term of home warranty contracts | 90 days | ||
Maximum | |||
Capitalized Contract Cost [Line Items] | |||
Term of home warranty contracts | 3 years | ||
Manufacturer covered warranty, extension term | 25 years | ||
Other Noncurrent Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized Contract Cost, net | $ 0.6 | 0.3 | |
Prepaid Expenses and Other Current Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized Contract Cost, net | $ 0.3 | $ 0.1 |
Description of Business and _13
Description of Business and Summary of Significant Accounting Policies - Other income (expense), net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | |||||||||
Interest income | $ 717 | $ 33 | |||||||
Loss on remeasurement of debt | $ (895) | ||||||||
Loss on remeasurement of Legacy Porch warrants | 2,584 | ||||||||
Transaction costs - recapitalization | 3,974 | ||||||||
Gain on settlement of accounts payable | 175 | 796 | |||||||
Other, net | (146) | 132 | (274) | ||||||
Total other income (expense), net | $ 608 | $ 69 | $ (162) | $ 56 | $ (107) | $ (37) | $ 571 | $ 340 | $ (6,931) |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||||||
Total revenue | $ 64,113 | $ 77,353 | $ 70,915 | $ 63,567 | $ 134,482 | $ 211,835 | $ 275,948 | $ 192,433 | $ 72,299 |
Revenue from divested businesses | 4,334 | ||||||||
Vertical Software | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Total revenue | 154,915 | 137,150 | 63,799 | ||||||
Insurance | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Total revenue | 121,033 | 55,283 | 4,166 | ||||||
Software and service subscriptions | Vertical Software | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Total revenue | 72,777 | 57,004 | 7,672 | ||||||
Move-related transactions | Vertical Software | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Total revenue | 62,317 | 60,996 | 36,921 | ||||||
Post-move transactions | Vertical Software | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Total revenue | 19,821 | 19,150 | 19,206 | ||||||
Insurance and warranty premiums, commissions and policy fees | Insurance | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Total revenue | 121,033 | 55,283 | 4,166 | ||||||
Revenue Not from Contract with Customer | $ 83,900 | $ 26,600 |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Contract with Customer, Asset [Abstract] | |||
Balance at beginning of the year | $ 9,384 | $ 3,529 | |
Estimated lifetime value of commissions on insurance policies sold by carriers | 9,925 | 8,089 | $ 4,313 |
Cash receipts | (3,788) | (2,234) | (784) |
Balance at end of the year | 15,521 | $ 9,384 | $ 3,529 |
Long-term accounts receivable | 12,300 | ||
Accounts Receivable Current | |||
Change in Contract with Customer, Asset [Abstract] | |||
Balance at end of the year | $ 3,300 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities - Activity Impacting Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Vertical Software | |||
Change in Contract with Customer, Liability | |||
Beginning balance | $ 3,814 | $ 5,208 | $ 3,333 |
Additional amounts deferred | 19,421 | 5,539 | 6,602 |
Impact of acquisitions | 137 | 1,170 | 196 |
Revenue recognized | (19,498) | (8,103) | (4,923) |
Ending balance | 3,874 | 3,814 | $ 5,208 |
Insurance | |||
Change in Contract with Customer, Liability | |||
Beginning balance | 197,300 | ||
Ending balance | $ 266,800 | $ 197,300 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Change in Contract with Customer, Liability | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue - Contract Liabilitie_2
Revenue - Contract Liabilities - Warranty Revenue and Related Balance Sheet Disclosures (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Current refundable customer deposits related to outstanding extended service contracts | $ 20 | $ 14.9 |
Refundable Customer Deposits Related To Amounts Received In Advance Of Warranty Services Provided, Current | 4.4 | |
Refundable Customer Deposits Related To Amounts Received In Advance Of Warranty Services Provided, Noncurrent | 1.9 | |
Warranty Claims Expense | $ 3.7 |
Investments - Investment Income
Investments - Investment Income, Realized and Unrealized Gains and Losses on Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments | ||||||||
Investment income, net of investment expenses | $ 1,544 | $ 768 | ||||||
Realized gains on investments | 22 | 62 | ||||||
Realized losses on investments | (392) | (129) | ||||||
Investment income and realized gains, net of investment expenses | $ 399 | $ 335 | $ 243 | $ 197 | $ 440 | $ 775 | $ 1,174 | $ 701 |
Investments - Amortized Cost, F
Investments - Amortized Cost, Fair Value and Unrealized Gains and (Losses) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net Investment Income [Line Items] | ||
Amortized Cost | $ 97,812 | $ 67,880 |
Gross Unrealized, Gains | 56 | 150 |
Gross Unrealized, Losses | (6,227) | (455) |
Fair value | 91,641 | 67,575 |
U.S. Treasuries | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 35,637 | 5,452 |
Gross Unrealized, Gains | 5 | 1 |
Gross Unrealized, Losses | (320) | (36) |
Fair value | 35,322 | 5,417 |
Obligations of states, municipalities and political subdivisions | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 11,549 | 8,913 |
Gross Unrealized, Gains | 2 | 21 |
Gross Unrealized, Losses | (1,326) | (84) |
Fair value | 10,225 | 8,850 |
Corporate bonds. | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 31,032 | 31,491 |
Gross Unrealized, Gains | 32 | 89 |
Gross Unrealized, Losses | (2,837) | (155) |
Fair value | 28,227 | 31,425 |
Residential and commercial mortgage-backed securities | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 12,790 | 14,387 |
Gross Unrealized, Gains | 11 | 34 |
Gross Unrealized, Losses | (1,268) | (139) |
Fair value | 11,533 | 14,282 |
Other loan-backed and structured securities | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 6,804 | 7,637 |
Gross Unrealized, Gains | 6 | 5 |
Gross Unrealized, Losses | (476) | (41) |
Fair value | $ 6,334 | $ 7,601 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due in one year or less | $ 34,972 | |
Due after one year through five years | 18,899 | |
Due after five years through ten years | 19,938 | |
Due after ten years | 4,409 | |
Amortized Cost | 97,812 | $ 67,880 |
Fair Value | ||
Due in one year or less | 34,878 | |
Due after one year through five years | 17,293 | |
Due after five years through ten years | 17,665 | |
Due after ten years | 3,938 | |
Fair value | 91,641 | 67,575 |
Residential and commercial mortgage-backed securities | ||
Amortized Cost | ||
Without single maturity date | 12,790 | |
Amortized Cost | 12,790 | 14,387 |
Fair Value | ||
Without single maturity date | 11,533 | |
Fair value | 11,533 | 14,282 |
Other loan-backed and structured securities | ||
Amortized Cost | ||
Without single maturity date | 6,804 | |
Amortized Cost | 6,804 | 7,637 |
Fair Value | ||
Without single maturity date | 6,334 | |
Fair value | $ 6,334 | $ 7,601 |
Investments - Securities with G
Investments - Securities with Gross Unrealized Loss Position (Details) $ in Thousands | Dec. 31, 2022 USD ($) item security | Dec. 31, 2021 USD ($) item security |
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | $ (3,725) | $ (455) |
Less Than Twelve Months, Fair Value | 44,735 | 41,250 |
Twelve Months or Greater, Gross Unrealized Loss | (2,502) | |
Twelve Months or Greater, Fair Value | 29,702 | |
Total, Gross Unrealized Loss | (6,227) | (455) |
Total, Fair Value | $ 74,437 | $ 41,250 |
Number of securities in an unrealized loss position | security | 483 | 358 |
Unrealized loss position for 12 months or longer | item | 218 | 0 |
U.S. Treasuries | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | $ (127) | $ (36) |
Less Than Twelve Months, Fair Value | 10,748 | 5,007 |
Twelve Months or Greater, Gross Unrealized Loss | (193) | |
Twelve Months or Greater, Fair Value | 9,824 | |
Total, Gross Unrealized Loss | (320) | (36) |
Total, Fair Value | 20,572 | 5,007 |
Obligations of states, municipalities and political subdivisions | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | (929) | (84) |
Less Than Twelve Months, Fair Value | 6,258 | 4,292 |
Twelve Months or Greater, Gross Unrealized Loss | (397) | |
Twelve Months or Greater, Fair Value | 3,504 | |
Total, Gross Unrealized Loss | (1,326) | (84) |
Total, Fair Value | 9,762 | 4,292 |
Corporate Bonds | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | (1,623) | (155) |
Less Than Twelve Months, Fair Value | 16,531 | 15,446 |
Twelve Months or Greater, Gross Unrealized Loss | (1,214) | |
Twelve Months or Greater, Fair Value | 10,328 | |
Total, Gross Unrealized Loss | (2,837) | (155) |
Total, Fair Value | 26,859 | 15,446 |
Residential and commercial mortgage-backed securities | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | (687) | (139) |
Less Than Twelve Months, Fair Value | 6,565 | 9,687 |
Twelve Months or Greater, Gross Unrealized Loss | (581) | |
Twelve Months or Greater, Fair Value | 4,952 | |
Total, Gross Unrealized Loss | (1,268) | (139) |
Total, Fair Value | 11,517 | 9,687 |
Other loan-backed and structured securities | ||
Net Investment Income [Line Items] | ||
Less Than Twelve Months, Gross Unrealized Loss | (359) | (41) |
Less Than Twelve Months, Fair Value | 4,633 | 6,818 |
Twelve Months or Greater, Gross Unrealized Loss | (117) | |
Twelve Months or Greater, Fair Value | 1,094 | |
Total, Gross Unrealized Loss | (476) | (41) |
Total, Fair Value | $ 5,727 | $ 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, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | $ 91,641 | $ 67,575 |
Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 700 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 98,260 | 84,893 |
Liabilities, fair value disclosure | 25,297 | 38,676 |
Recurring | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 35,322 | 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 | 10,225 | 8,850 |
Recurring | Corporate Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 28,227 | 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 | 11,533 | 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 | 6,334 | 7,601 |
Recurring | Contingently issuable shares in connection with acquisitions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 24,546 | 9,617 |
Recurring | Contingent consideration - earnout | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 44 | 13,866 |
Recurring | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 707 | 15,193 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 41,941 | 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 | 35,322 | 5,417 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 56,319 | 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 | 10,225 | 8,850 |
Recurring | Level 2 | Corporate Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, fair value disclosure | 28,227 | 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 | 11,533 | 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 | 6,334 | 7,601 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 25,297 | 38,676 |
Recurring | Level 3 | Contingently issuable shares in connection with acquisitions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value disclosure | 24,546 | 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 | 44 | 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 | 707 | 15,193 |
Recurring | Money market mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure | 6,619 | 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 | $ 6,619 | $ 17,318 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Assets, level 1 to 2 transfer | $ 0 | ||
Assets, level 2 to 1 transfer | 0 | ||
Revaluation of contingent consideration | (6,944) | $ 2,244 | $ (1,700) |
Convertible senior notes, fair value | 238,600 | 400,400 | |
Decrease in stock price | (161,800) | ||
Settlement of contingent consideration related to a business combination | $ 2,100 | ||
General and administrative | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Revaluation of contingent consideration | 1,700 | ||
Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Liabilities, fair value disclosure | $ 700 | ||
Current stock price | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | $ / shares | 1.88 | 15.59 | |
Exercise Price | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | $ / shares | 11.50 | 11.50 | |
Volatility | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 90 | 60 | |
Expected term | Private warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants term | 2 years 11 months 23 days | 3 years 11 months 23 days | |
Residential Warranty Services | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration | $ 2,400 | ||
Discounted cashflows method | Residential Warranty Services | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration | $ 9,000 | ||
Discounted cashflows method | Residential Warranty Services | Discount rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 17 | ||
Monte Carlo simulation method | Current stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration earnout, measurement input | $ / shares | 1.88 | 15.59 | |
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 | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration earnout, measurement input | 100 | 65 | |
Monte Carlo simulation method | Forfeiture Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent consideration earnout, measurement input | 15 | 15 | |
Monte Carlo simulation method | Floify | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration | $ 15,500 | $ 9,300 | |
Monte Carlo simulation method | Floify | Discount rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 10.3 | 7 | |
Monte Carlo simulation method | Floify | Current stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | $ / shares | 1.88 | 16.37 | |
Monte Carlo simulation method | Floify | Strike price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | $ / shares | 36 | 36 | |
Monte Carlo simulation method | Floify | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination contingent consideration, measurement input | 95 | 60 |
Fair Value - Level 3 (Details)
Fair Value - Level 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Gain on extinguishment of debt | $ 5,110 | $ 5,748 | |
Redeemable convertible preferred stock warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 6,684 | ||
Additions | 1,762 | ||
Settlements | (11,030) | ||
Change in fair value, loss (gain) included in net loss | 2,584 | ||
FVO notes | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 11,659 | ||
Settlements | (8,698) | ||
Change in fair value, loss (gain) included in net loss | 895 | ||
Gain on extinguishment of debt | (3,856) | ||
Contingent consideration - earnout | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 13,866 | 50,238 | |
Additions | 50,238 | ||
Settlements | (54,891) | ||
Change in fair value, loss (gain) included in net loss | (13,822) | 18,519 | |
Ending balance | 44 | 13,866 | 50,238 |
Contingently issuable shares in connection with acquisitions | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 9,617 | 3,549 | 100 |
Additions | 8,700 | 10,374 | 1,749 |
Settlements | (715) | (2,062) | |
Change in fair value, loss (gain) included in net loss | 6,944 | (2,244) | 1,700 |
Ending balance | 24,546 | 9,617 | 3,549 |
Private warrant liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 15,193 | 31,534 | |
Additions | 33,961 | ||
Settlements | (31,730) | ||
Change in fair value, loss (gain) included in net loss | (14,486) | 15,389 | (2,427) |
Ending balance | $ 707 | $ 15,193 | $ 31,534 |
Property, Equipment, and Soft_3
Property, Equipment, and Software (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Property, equipment, and software, Gross | $ 28,750 | $ 24,586 | ||||
Less: Accumulated depreciation and amortization | (16,510) | (17,920) | ||||
Property, equipment, and software, net | 12,240 | 6,666 | $ 11,236 | $ 9,984 | $ 8,340 | |
Depreciation and amortization | 27,930 | 16,386 | $ 6,644 | |||
Software and computer equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, equipment, and software, Gross | 8,326 | 7,287 | ||||
Furniture, office equipment and other | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, equipment, and software, Gross | 2,118 | 2,006 | ||||
Internally developed software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, equipment, and software, Gross | 17,128 | 13,102 | ||||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, equipment, and software, Gross | 1,178 | 2,191 | ||||
Property equipment software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization | $ 4,200 | $ 4,400 | $ 3,800 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | |
Intangible Assets and Goodwill | ||||||
Accumulated Amortization | $ (20,798) | |||||
Accumulated Amortization And Impairment | $ (40,191) | |||||
Finite lived Intangible Assets, Net | 103,295 | |||||
Intangible assets, Gross | 148,446 | 150,628 | ||||
Intangible assets, net | $ 111,728 | 108,255 | 129,830 | $ 136,575 | $ 124,306 | |
Aggregate amortization expense | 23,800 | 12,300 | $ 2,900 | |||
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 | $ 4,960 | ||||
Customer relationships | ||||||
Intangible Assets and Goodwill | ||||||
Weighted Average Useful Life (in years) | 9 years | 9 years | ||||
Finite lived Intangible Assets, gross | $ 69,730 | $ 56,810 | ||||
Accumulated Amortization | (6,760) | |||||
Accumulated Amortization And Impairment | (15,079) | |||||
Finite lived Intangible Assets, Net | $ 54,651 | $ 50,050 | ||||
Acquired technology | ||||||
Intangible Assets and Goodwill | ||||||
Weighted Average Useful Life (in years) | 5 years | 5 years | ||||
Finite lived Intangible Assets, gross | $ 37,932 | $ 48,135 | ||||
Accumulated Amortization | (10,095) | |||||
Accumulated Amortization And Impairment | (16,468) | |||||
Finite lived Intangible Assets, Net | $ 21,464 | $ 38,040 | ||||
Trademarks and tradenames | ||||||
Intangible Assets and Goodwill | ||||||
Weighted Average Useful Life (in years) | 10 years | 12 years | ||||
Finite lived Intangible Assets, gross | $ 25,071 | $ 25,389 | ||||
Accumulated Amortization | (2,587) | |||||
Accumulated Amortization And Impairment | (5,724) | |||||
Finite lived Intangible Assets, Net | $ 19,347 | $ 22,802 | ||||
Non-compete agreements | ||||||
Intangible Assets and Goodwill | ||||||
Weighted Average Useful Life (in years) | 3 years | 2 years | ||||
Finite lived Intangible Assets, gross | $ 619 | $ 450 | ||||
Accumulated Amortization | (251) | |||||
Accumulated Amortization And Impairment | (407) | |||||
Finite lived Intangible Assets, Net | $ 212 | $ 199 | ||||
Value of business acquired | ||||||
Intangible Assets and Goodwill | ||||||
Weighted Average Useful Life (in years) | 1 year | 1 year | ||||
Finite lived Intangible Assets, gross | $ 400 | $ 400 | ||||
Accumulated Amortization | (294) | |||||
Accumulated Amortization And Impairment | $ (400) | |||||
Finite lived Intangible Assets, Net | $ 106 | |||||
Renewal rights | ||||||
Intangible Assets and Goodwill | ||||||
Weighted Average Useful Life (in years) | 6 years | 6 years | ||||
Finite lived Intangible Assets, gross | $ 9,734 | $ 9,734 | ||||
Accumulated Amortization | (811) | |||||
Accumulated Amortization And Impairment | (2,113) | |||||
Finite lived Intangible Assets, Net | $ 7,621 | 8,923 | ||||
Acquired technology, trademarks and tradenames, and customer relationship | ||||||
Intangible Assets and Goodwill | ||||||
Aggregate amortization expense | $ 17,700 | $ 0 | $ 0 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Intangibles Amortization Expenses (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2023 | $ 19,992 |
2024 | 18,998 |
2025 | 15,140 |
2026 | 10,201 |
2027 | 9,090 |
Thereafter | 29,874 |
Finite lived Intangible Assets, Net | $ 103,295 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||||
Goodwill, Beginning Balance | $ 251,905 | $ 297,645 | $ 225,654 | $ 28,289 | $ 18,274 |
Acquisitions | 38,064 | 197,365 | 10,176 | ||
Divestitures | (161) | ||||
Impairment loss | (4,300) | (39,400) | (43,758) | 0 | 0 |
Purchase price adjustments | 24,737 | ||||
Goodwill, Ending Balance | $ 244,697 | $ 251,905 | 244,697 | 225,654 | 28,289 |
Insurance segment | |||||
Goodwill [Roll Forward] | |||||
Impairment loss | $ (43,700) | $ 0 | $ 0 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt | ||
Principal | $ 451,120 | $ 425,600 |
Unaccreted Discount | (847) | (80) |
Debt Issuance Costs | (8,508) | (10,785) |
Carrying Value | 441,765 | 414,735 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | 17,215 | |
2024 | 1,545 | |
2025 | 1,545 | |
2026 | 426,395 | |
2027 | 1,395 | |
Thereafter | 3,025 | |
Convertible senior notes, due 2026 | ||
Debt | ||
Principal | 425,000 | 425,000 |
Debt Issuance Costs | (8,508) | (10,785) |
Carrying Value | 416,492 | 414,215 |
Advance Funding Arrangement [Member] | ||
Debt | ||
Principal | 15,670 | |
Unaccreted Discount | (760) | |
Carrying Value | 14,910 | |
Term loan facility, due 2029 | ||
Debt | ||
Principal | 10,000 | |
Carrying Value | 10,000 | |
Other notes | ||
Debt | ||
Principal | 450 | 600 |
Unaccreted Discount | (87) | (80) |
Carrying Value | $ 363 | $ 520 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes, Capped Call Transactions (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 USD ($) D $ / shares | Oct. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Sep. 16, 2021 $ / shares | Sep. 15, 2021 $ / shares | |
Debt | ||||||
Conversion price (per unit) | $ / shares | $ 37.74 | $ 25 | ||||
Convertible senior notes, due 2026 | ||||||
Debt | ||||||
Amount borrowed | $ 425,000,000 | |||||
Interest rate (stated) | 0.75% | |||||
Issue price ( as percentage) | 100% | |||||
Net proceeds | $ 413,500,000 | |||||
Sale price (as percentage) | 130% | |||||
Consecutive trading days | D | 30 | |||||
Threshold trading days | D | 20 | |||||
Redemption price (as percentage) | 100% | |||||
Conversion ratio | 39.9956 | |||||
Conversion price (per unit) | $ / shares | $ 25.0027 | $ 37.74 | $ 25 | |||
Principal amount denomination for conversion | $ 1,000 | |||||
Business days | D | 5 | |||||
Consecutive trading period | D | 5 | |||||
Trading price per $1,000notes (as percentage) | 98% | |||||
Conditional conversion ratio | 52.9941 | |||||
Effective interest rate | 1.30% | |||||
Interest expense | $ 5,400,000 | $ 1,600,000 | ||||
Initial strike price | $ / shares | $ 25.0027 | |||||
Initial cap price | $ / shares | $ 37.7400 | |||||
Amount paid for capped calls | $ 52,900,000 | |||||
Capped calls, authorized shares | shares | 5,736,869 | |||||
Notes Issued On Exercise Of Initial Purchasers' Option | ||||||
Debt | ||||||
Amount borrowed | $ 40,000,000 |
Debt - Advance Funding Arrangem
Debt - Advance Funding Arrangement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||
Principal | $ 451,120 | $ 451,120 | $ 425,600 | ||||||
Unaccreted Discount | 847 | 847 | 80 | ||||||
Interest Expense | $ 2,219 | $ 2,152 | $ 1,925 | $ 2,427 | $ 4,352 | $ 6,504 | $ 8,723 | 5,757 | $ 14,734 |
Advance Funding Arrangement | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (stated) | 14% | 14% | |||||||
Principal | $ 15,670 | $ 15,670 | |||||||
Unaccreted Discount | $ 760 | 760 | |||||||
Interest Expense | $ 2,600 | $ 400 |
Debt - Term Loan Facility (Deta
Debt - Term Loan Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 05, 2022 | Apr. 05, 2021 | Dec. 31, 2022 | |
Term loan facility, due 2029 | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 9 years | ||
Loans Assumed | $ 10,000 | ||
Amount borrowed | $ 10,000 | ||
Principal amount of installment | 349 | ||
Term loan facility, due 2029 | Prime rate | |||
Debt Instrument [Line Items] | |||
Basis spread on interest rate | 0% | ||
Revolving Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000 | ||
Line of credit, outstanding | $ 0 | ||
Revolving Line of Credit | Prime rate | |||
Debt Instrument [Line Items] | |||
Basis spread on interest rate | 0% |
Debt - 2020 Promissory Notes (D
Debt - 2020 Promissory Notes (Details) $ in Thousands | Nov. 02, 2020 USD ($) installment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Debt | |||
Amount outstanding | $ 441,765 | $ 414,735 | |
Promissory Notes 2020 | |||
Debt | |||
Amount borrowed | $ 750 | ||
Interest rate (stated) | 0.38% | ||
Promissory note, number of installments | installment | 5 | ||
Principal amount of installment | $ 150 | ||
Amount outstanding | $ 500 |
Debt - Senior Secured Term Loan
Debt - Senior Secured Term Loans (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt | |||
Gain on extinguishment of debt | $ (5,110) | $ (5,748) | |
Senior Secured Term Loans | |||
Debt | |||
Outstanding principle | $ 40,000 | ||
Prepayment fees | 2,300 | ||
Interest expense | $ 500 | ||
Gain on extinguishment of debt | $ 3,100 |
Debt - Paycheck Protection Plan
Debt - Paycheck Protection Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt | |||
Amount outstanding | $ 441,765 | $ 414,735 | |
Gain (loss) on extinguishment of debt | 5,110 | $ 5,748 | |
Paycheck Protection Program, Cares Act Loans | |||
Debt | |||
Amount outstanding | 8,500 | ||
Unpaid interest | $ 100 | ||
Gain (loss) on extinguishment of debt | $ 8,600 |
Equity and Warrants - Common St
Equity and Warrants - Common Stock (Details) - shares | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Equity and Warrants | |||||
Shares authorized | 410,000,000 | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 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, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 15, 2021 |
Class of Stock [Line Items] | |||||||
Issued and outstanding common shares | 96,405,838 | ||||||
Earnout shares | 2,050,000 | ||||||
Total common shares issued and outstanding | 98,455,838 | 99,440,528 | 98,297,186 | 97,961,597 | |||
Common shares reserved for future issuance: | |||||||
Total shares of common stock outstanding and reserved for future issuance | 149,164,054 | ||||||
Conversion price (per unit) | $ 37.74 | $ 25 | |||||
Potentially dilutive shares | 11,261,261 | ||||||
Convertible senior notes, due 2026 | |||||||
Common shares reserved for future issuance: | |||||||
Shares reserved for future issuance | 16,998,130 | ||||||
Conversion price (per unit) | $ 37.74 | $ 25.0027 | $ 25 | ||||
Restricted And Performance Stock Units And Awards [Member] | |||||||
Common shares reserved for future issuance: | |||||||
Shares reserved for future issuance | 6,230,165 | ||||||
Stock options | |||||||
Common shares reserved for future issuance: | |||||||
Shares reserved for future issuance | 3,862,918 | ||||||
Contingently issuable shares in connection with acquisitions | |||||||
Common shares reserved for future issuance: | |||||||
Shares reserved for future issuance | 10,631,558 | ||||||
2020 Equity Plan | |||||||
Common shares reserved for future issuance: | |||||||
Shares reserved for future issuance | 11,189,745 | ||||||
Private Warrants | |||||||
Common shares reserved for future issuance: | |||||||
Shares reserved for future issuance | 1,795,700 |
Equity and Warrants - Repurchas
Equity and Warrants - Repurchase of shares, Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 23, 2020 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Value of shares authorized to repurchase | $ 15,000 | |||||
Shares repurchased | $ 4,352 | |||||
Shares repurchased (in shares) | 2,388,756 | |||||
Repurchase and retirement of common stock (in shares) | 249,515 | 2,139,241 | ||||
Warrants outstanding | 11,521,412 | 11,521,412 | 11,521,412 | |||
Share repurchases included in accrued expenses and other current liabilities | $ 2,539 | |||||
Accumulated Deficit | ||||||
Class of Stock [Line Items] | ||||||
Shares repurchased | $ 4,352 | |||||
Merger Agreement | ||||||
Class of Stock [Line Items] | ||||||
Stock called by warrants | 14,325,000 | |||||
Single share price | $ 1 | |||||
Share Price | $ 11.50 | |||||
Number of days for determining share price commencement | 30 days | |||||
Expiring period after merger for determining share price | 5 years | |||||
Public Warrants | Merger Agreement | ||||||
Class of Stock [Line Items] | ||||||
Stock called by warrants | 8,625,000 | |||||
Private Warrants | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding | 1,795,700 | 1,795,700 | 1,795,700 | |||
Private Warrants | Merger Agreement | ||||||
Class of Stock [Line Items] | ||||||
Stock called by warrants | 5,700,000 | |||||
Maximum | Accumulated Deficit | ||||||
Class of Stock [Line Items] | ||||||
Shares repurchased | $ 4,300 |
Equity and Warrants - Public an
Equity and Warrants - Public and private warrant activity (Details) | 12 Months Ended |
Dec. 31, 2021 shares | |
Equity and Warrants | |
Beginning balance | 14,325,000 |
Exercised | (12,352,830) |
Canceled | (176,470) |
Ending balance | 1,795,700 |
Exercised | 11,521,412 |
Ending Balance | 11,521,412 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock-based Compensation by Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | |||
Stock based compensation expense | $ 27,041 | $ 38,592 | $ 11,296 |
Secondary market transaction | |||
Stock-Based Compensation | |||
Stock based compensation expense | 1,933 | 1,616 | |
Employee earnout restricted stock | |||
Stock-Based Compensation | |||
Stock based compensation expense | 22,961 | ||
Employee awards | |||
Stock-Based Compensation | |||
Stock based compensation expense | $ 27,041 | $ 13,698 | $ 9,680 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | |||
Shares reserved for issuance | 11,189,745 | ||
Percentage of aggregate number of shares | 5% | ||
Stock based compensation expense | $ 27,041 | $ 38,592 | $ 11,296 |
Options outstanding | 3,862,918 | 4,822,992 | |
Stock options | |||
Stock-Based Compensation | |||
Vesting percentage | 25% | ||
Stock options | Maximum | |||
Stock-Based Compensation | |||
Vesting period | 3 years | ||
Expiration period | 10 years | ||
Cancellation Period after termination of employment | 3 months | ||
Secondary market transaction | |||
Stock-Based Compensation | |||
Stock based compensation expense | $ 1,933 | $ 1,616 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options Outstanding | ||
Beginning balance | 4,822,992 | |
Granted | 9,396 | |
Exercised | (473,653) | |
Number of Options Outstanding, forfeited | (416,735) | |
Number of Options Outstanding, expired | (79,082) | |
Ending balance | 3,862,918 | 4,822,992 |
Number of Options Outstanding, Exercisable ending balance | 3,429,421 | |
Weighted- Average Exercise Price | ||
Weighted Average Exercise Price, Beginning balance | $ 3.63 | |
Weighted- Average Exercise Price, Options granted | 3.15 | |
Weighted- Average Exercise Price, Options exercised | 2.36 | |
Weighted- Average Exercise Price, Options forfeited | 5.01 | |
Weighted- Average Exercise Price, Options expired | 6.33 | |
Weighted Average Exercise Price, Ending balance | 3.58 | $ 3.63 |
Weighted- Average Exercise Price, Exercisable ending balance | $ 3.20 | |
Weighted- Average Remaining Contractual Life (Years), Outstanding | 5 years 7 months 6 days | 7 years |
Weighted- Average Remaining Contractual Life (Years), Exercisable | 5 years 4 months 24 days | |
Aggregate Intrinsic Value, Outstanding | $ 74 | $ 57,973 |
Aggregate Intrinsic Value, Exercisable | $ 71 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | |||
Risk-free interest rate | 3.20% | ||
Expected term (years) | 6 years | ||
Volatility | 60% | ||
Weighted-average grant date fair value of options granted | $ 1.85 | $ 8.23 | $ 2.26 |
Fair value of stock options vested | $ 1.9 | $ 2.6 | $ 1.8 |
Stock options | |||
Stock-Based Compensation | |||
Unrecognized compensation cost | $ 1.4 | ||
Weighted-average period of unrecognized compensation cost to be recognized | 1 year 2 months 12 days | ||
Minimum | |||
Stock-Based Compensation | |||
Risk-free interest rate | 0.90% | 0.30% | |
Expected term (years) | 5 years | 5 years | |
Volatility | 60% | 59% | |
Maximum | |||
Stock-Based Compensation | |||
Risk-free interest rate | 1.30% | 0.60% | |
Expected term (years) | 6 years | 6 years | |
Volatility | 61% | 60% |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - Restricted stock units $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Restricted Stock Awards | |
Beginning Balance | shares | 2,675,578 |
Shares granted | shares | 5,775,348 |
Vested | shares | (2,157,886) |
Canceled | shares | (983,799) |
Ending Balance | shares | 5,309,241 |
Weighted Average Fair Value | |
Beginning balance | $ / shares | $ 18.77 |
Granted | $ / shares | 4.38 |
Vested | $ / shares | 9.59 |
Canceled | $ / shares | 11.42 |
Ending balance | $ / shares | $ 8.21 |
Vesting period | 3 years |
Unrecognized compensation cost | $ | $ 36.3 |
Weighted-average period of unrecognized compensation cost to be recognized | 1 year 2 months 12 days |
Vest 25% or Common stock is greater than or equal to $18.00 | |
Weighted Average Fair Value | |
Vesting percentage | 25% |
Vesting period | 1 year |
Vest 75% or Common stock is greater than or equal to $20.00 | |
Weighted Average Fair Value | |
Vesting percentage | 75% |
Vesting period | 3 years |
Stock-Based Compensation - PRSU
Stock-Based Compensation - PRSU Activity (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) item D $ / shares shares | |
Performance based RSU | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Number of PRSU outstanding awards | item | 2 |
Maximum payout award percentage | 200% |
Number of Restricted Stock Awards | |
Beginning Balance | shares | 37,184 |
Granted | shares | 1,185,336 |
Forfeited | shares | (301,596) |
Ending Balance | shares | 920,924 |
Weighted Average Fair Value | |
Beginning balance | $ / shares | $ 21.51 |
Granted | $ / shares | 3.63 |
Forfeited | $ / shares | 1.85 |
Ending balance | $ / shares | $ 4.94 |
Unrecognized compensation cost | $ | $ 1.8 |
Weighted-average period of unrecognized compensation cost to be recognized | 10 months 28 days |
Market Only Performance Based Restricted Stock Units | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Threshold trading days | D | 20 |
Threshold consecutive number of trading days | D | 30 |
Performance period | 36 months |
Performance and Market Condition Based Restricted Stock Units | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Threshold trading days | item | 20 |
Threshold consecutive number of trading days | item | 30 |
Number of performance goals | item | 2 |
Performance period | 3 years |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Earnout RSUs and CEO Earnout RSUs (Details) | 1 Months Ended | 12 Months Ended | ||||
Dec. 23, 2020 D tranche $ / shares shares | Jul. 30, 2020 shares | Mar. 31, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ | $ 27,041,000 | $ 38,592,000 | $ 11,296,000 | |||
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% | |||||
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 | $ | 11,800,000 | 300,000 | ||||
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] | ||||||
Vesting percentage | 33% | |||||
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] | ||||||
Vesting percentage | 33% | |||||
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] | ||||||
Vesting percentage | 33% | |||||
Threshold closing price of common stock | $ 22 | |||||
CEO and Founder | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ | 0 | |||||
Employee awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ | $ 27,041,000 | 13,698,000 | 9,680,000 | |||
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 | $ 0.31 | ||||
Stock based compensation expense | $ | $ 11,200,000 | $ 300,000 | ||||
Shares forfeited | shares | 73,623 | |||||
Shares granted | shares | 12,019 | |||||
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] | ||||||
Vesting percentage | 33% | |||||
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] | ||||||
Vesting percentage | 33% | |||||
Threshold closing price of common stock | $ 22 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of the income tax (benefit) provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||||||||
Federal | $ (483) | $ 1,065 | |||||||
State | (644) | (205) | $ (71) | ||||||
Total current | (1,127) | 860 | (71) | ||||||
Deferred | |||||||||
Federal | 285 | 8,561 | 1,433 | ||||||
State | 852 | 327 | |||||||
Total deferred | 285 | 9,413 | 1,760 | ||||||
Income tax benefit (expense) | $ (574) | $ 23 | $ (468) | $ 177 | $ (290) | $ (268) | $ (842) | $ 10,273 | $ 1,689 |
Income Taxes - Significant defe
Income Taxes - Significant deferred tax assets and deferred tax liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Accrued expenses and other | $ 1,230 | $ 1,080 |
Unrealized gain/loss on investments | 1,296 | |
Stock-based compensation | 1,626 | 1,753 |
Deferred revenue | 49,053 | 37,108 |
Goodwill | 6,378 | 357 |
Operating lease liabilities | 1,071 | 1,126 |
Loss and loss adjustment reserves | 16,392 | 11,971 |
Net operating losses | 100,920 | 87,802 |
Disallowed interest | 5,676 | 5,098 |
Research and development capitalized costs | 521 | |
Valuation allowance | (117,568) | (88,613) |
Total deferred tax assets | 66,595 | 57,682 |
Deferred tax liabilities | ||
Property and equipment | (87) | (50) |
Intangibles | (3,614) | (10,660) |
Operating lease right-of-use assets | (1,026) | (1,091) |
Deferred policy acquisition costs | (1,907) | (857) |
Reinsurance balance due | (59,794) | (44,197) |
Internally developed software | (590) | (1,180) |
Total deferred tax liabilities | (67,018) | (58,035) |
Net deferred tax liabilities | $ (423) | $ (353) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income tax (Benefit) provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of the income tax (Benefit) provision | |||||||||
Tax computed at federal statutory rate | $ 32,701 | $ 24,492 | $ 11,702 | ||||||
State tax, net of federal tax benefit | 4,879 | 5,531 | 2,097 | ||||||
Loss on impairment | (3,836) | ||||||||
Equity compensation | (3,939) | 12,821 | 1,148 | ||||||
Officer compensation | (860) | (5,306) | (176) | ||||||
Debt transactions | 4,808 | (1,791) | 824 | ||||||
Enacted tax rate changes | 90 | 123 | 159 | ||||||
Return to provision | (6,533) | (648) | 502 | ||||||
Valuation allowance | (27,724) | (25,296) | (13,764) | ||||||
Other | (428) | 347 | (803) | ||||||
Income tax benefit (expense) | $ (574) | $ 23 | $ (468) | $ 177 | $ (290) | $ (268) | $ (842) | $ 10,273 | $ 1,689 |
Income Taxes - (Details)
Income Taxes - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase in valuation allowance | $ 29,000 | ||
Deferred tax assets , Valuation allowance | $ 117,568 | $ 88,613 | |
U.S. federal statutory tax rate | 21% | ||
Effective income tax rate | (0.50%) | 8.80% | 3% |
Unrecognized Tax Benefits | $ 0 | $ 0 | |
Domestic Tax Authority [Member] | |||
Net operating loss carryforwards | 410,900 | ||
Net operating loss carry forwards without expiry | 313,200 | ||
State and Local Jurisdiction [Member] | |||
Net operating loss carryforwards | 250,100 | ||
Net operating loss carry forwards without expiry | $ 60,100 |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
401(k) Savings Plan | |||
Contributions made | $ 800 | $ 600 | $ 0 |
Business Combinations and Dis_3
Business Combinations and Disposals - Transaction costs, Fair value of assets and liabilities, Consideration (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 01, 2022 USD ($) | Oct. 27, 2021 USD ($) | Sep. 09, 2021 USD ($) | May 20, 2021 USD ($) | Apr. 05, 2021 USD ($) | Jan. 12, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 23, 2020 USD ($) | Sep. 30, 2020 item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Business Combinations | ||||||||||||||||
Number of business combination transactions | item | 2 | 5 | ||||||||||||||
Intangible assets: | ||||||||||||||||
Goodwill | $ 28,289 | $ 244,697 | $ 225,654 | $ 28,289 | $ 251,905 | $ 297,645 | $ 250,390 | $ 18,274 | ||||||||
Customer relationships | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Weighted Average Useful Life (in years) | 8 years | 9 years | 5 years | |||||||||||||
Acquired technology | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Weighted Average Useful Life (in years) | 5 years | 4 years | 9 years | |||||||||||||
Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Weighted Average Useful Life (in years) | 9 years | 12 years | 13 years | |||||||||||||
Non-compete agreements | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Weighted Average Useful Life (in years) | 7 years | 2 years | 2 years | |||||||||||||
Value of business acquired | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Weighted Average Useful Life (in years) | 7 years | |||||||||||||||
Renewal rights | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Weighted Average Useful Life (in years) | 8 years | |||||||||||||||
General and administrative | ||||||||||||||||
Business Combinations | ||||||||||||||||
Acquisition related costs | $ 2,100 | $ 5,400 | $ 200 | |||||||||||||
January 12, 2021 Acquisition ("V12 Data") | ||||||||||||||||
Purchase consideration: | ||||||||||||||||
Cash | $ 20,196 | |||||||||||||||
Holdback liabilities and amounts in escrow | 150 | |||||||||||||||
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 | 1,650 | |||||||||||||||
January 12, 2021 Acquisition ("V12 Data") | Acquired technology | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 3,525 | |||||||||||||||
January 12, 2021 Acquisition ("V12 Data") | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 1,225 | |||||||||||||||
January 12, 2021 Acquisition ("V12 Data") | Non-compete agreements | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 40 | |||||||||||||||
January 12, 2021 Acquisition ("V12 Data") | General and administrative | ||||||||||||||||
Business Combinations | ||||||||||||||||
Acquisition related costs | $ 800 | |||||||||||||||
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 | 4,960 | |||||||||||||||
April 5, 2021 Acquisition ("HOA") | Customer relationships | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 16,700 | |||||||||||||||
April 5, 2021 Acquisition ("HOA") | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 12,200 | |||||||||||||||
April 5, 2021 Acquisition ("HOA") | Value of business acquired | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 400 | |||||||||||||||
April 5, 2021 Acquisition ("HOA") | Renewal rights | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 7,692 | |||||||||||||||
April 5, 2021 Acquisition ("HOA") | General and administrative | ||||||||||||||||
Business Combinations | ||||||||||||||||
Acquisition related costs | $ 1,900 | |||||||||||||||
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 | 12,700 | |||||||||||||||
May 20, 2021 Acquisition ("Rynoh") | Acquired technology | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 2,800 | |||||||||||||||
May 20, 2021 Acquisition ("Rynoh") | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 900 | |||||||||||||||
May 20, 2021 Acquisition ("Rynoh") | Non-compete agreements | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 90 | |||||||||||||||
May 20, 2021 Acquisition ("Rynoh") | General and administrative | ||||||||||||||||
Business Combinations | ||||||||||||||||
Acquisition related costs | $ 200 | |||||||||||||||
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 | 700 | |||||||||||||||
September 9, 2021 Acquisition ("AHP") | Renewal rights | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 2,042 | |||||||||||||||
September 9, 2021 Acquisition ("AHP") | General and administrative | ||||||||||||||||
Business Combinations | ||||||||||||||||
Acquisition related costs | $ 500 | |||||||||||||||
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 | 7,000 | |||||||||||||||
Floify | Acquired technology | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 28,300 | |||||||||||||||
Floify | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 6,025 | |||||||||||||||
Floify | Non-compete agreements | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | $ 40 | |||||||||||||||
Floify | General and administrative | ||||||||||||||||
Business Combinations | ||||||||||||||||
Acquisition related costs | 400 | |||||||||||||||
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 | |||||||||||||||
July 23, 2020 Acquisition | Customer relationships | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 740 | |||||||||||||||
July 23, 2020 Acquisition | Acquired technology | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 470 | |||||||||||||||
July 23, 2020 Acquisition | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 670 | |||||||||||||||
July 23, 2020 Acquisition | Non-compete agreements | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | $ 70 | |||||||||||||||
iRoofing | ||||||||||||||||
Purchase consideration: | ||||||||||||||||
Cash | 6,003 | |||||||||||||||
Issuance of common stock | 4,711 | |||||||||||||||
Contingent consideration - liability-classified | 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 | ||||||||||||||
iRoofing | Customer relationships | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 2,400 | 2,400 | ||||||||||||||
iRoofing | Acquired technology | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 3,700 | 3,700 | ||||||||||||||
iRoofing | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 600 | 600 | ||||||||||||||
iRoofing | Non-compete agreements | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 155 | 155 | ||||||||||||||
Residential Warranty Services | ||||||||||||||||
Purchase consideration: | ||||||||||||||||
Cash | $ 25,600 | 25,572 | ||||||||||||||
Issuance of common stock | 3,600 | 3,552 | ||||||||||||||
Holdback liabilities and amounts in escrow | 1,000 | |||||||||||||||
Contingent consideration - liability-classified | 8,700 | 8,700 | ||||||||||||||
Total purchase consideration: | $ 38,800 | 38,824 | ||||||||||||||
Assets: | ||||||||||||||||
Cash, cash equivalents and restricted cash | 2,030 | |||||||||||||||
Current assets | 525 | |||||||||||||||
Property and equipment | 497 | |||||||||||||||
Operating lease right-of-use assets | 871 | |||||||||||||||
Intangible assets: | ||||||||||||||||
Weighted Average Useful Life (in years) | 7 years 8 months 12 days | |||||||||||||||
Goodwill | 27,366 | |||||||||||||||
Total assets acquired | 46,229 | |||||||||||||||
Current liabilities | (6,869) | |||||||||||||||
Operating lease liabilities, non-current | (536) | |||||||||||||||
Net assets acquired | 38,824 | |||||||||||||||
Residential Warranty Services | Customer relationships | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 13,860 | |||||||||||||||
Residential Warranty Services | Acquired technology | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 500 | |||||||||||||||
Residential Warranty Services | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 400 | |||||||||||||||
Residential Warranty Services | Non-compete agreements | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 180 | |||||||||||||||
Other Acquisitions | ||||||||||||||||
Business Combinations | ||||||||||||||||
Acquisition related costs | 1,600 | |||||||||||||||
Purchase consideration: | ||||||||||||||||
Cash | 13,763 | 27,121 | 325 | |||||||||||||
Issuance of common stock | 3,026 | 358 | ||||||||||||||
Deferred acquisition consideration | 80 | |||||||||||||||
Notes payable | 607 | |||||||||||||||
Holdback liabilities and amounts in escrow | 1,500 | 1,775 | ||||||||||||||
Contingent consideration - liability-classified | 327 | |||||||||||||||
Total purchase consideration: | 15,263 | 32,249 | 1,370 | |||||||||||||
Assets: | ||||||||||||||||
Cash, cash equivalents and restricted cash | 36 | 256 | 1,473 | 36 | ||||||||||||
Current assets | 7 | 7 | 1,795 | 7 | ||||||||||||
Property and equipment | 2 | 80 | 2 | |||||||||||||
Operating lease right-of-use assets | 445 | |||||||||||||||
Intangible assets: | ||||||||||||||||
Goodwill | 1,358 | 10,698 | 14,499 | 1,358 | ||||||||||||
Other non-current assets | 3 | |||||||||||||||
Total assets acquired | 1,943 | 15,411 | 35,410 | 1,943 | ||||||||||||
Current liabilities | (527) | (148) | (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 | 15,263 | 32,249 | 1,370 | ||||||||||||
Other Acquisitions | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 4,750 | |||||||||||||||
Other Acquisitions | Customer relationships | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 2,750 | 10,320 | ||||||||||||||
Other Acquisitions | Acquired technology | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 300 | 1,480 | 1,340 | 300 | ||||||||||||
Other Acquisitions | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 240 | 200 | 650 | 240 | ||||||||||||
Other Acquisitions | Non-compete agreements | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 20 | 55 | ||||||||||||||
Total Acquisition | ||||||||||||||||
Purchase consideration: | ||||||||||||||||
Cash | 39,335 | 283,698 | 8,328 | |||||||||||||
Issuance of common stock | 3,552 | 35,707 | 6,859 | |||||||||||||
Deferred acquisition consideration | 80 | |||||||||||||||
Notes payable | 607 | |||||||||||||||
Holdback liabilities and amounts in escrow | 2,500 | 9,825 | ||||||||||||||
Contingent consideration - equity-classified | 6,685 | |||||||||||||||
Contingent consideration - liability-classified | 8,700 | 10,369 | 1,749 | |||||||||||||
Total purchase consideration: | 54,087 | 346,284 | 17,623 | |||||||||||||
Assets: | ||||||||||||||||
Cash, cash equivalents and restricted cash | 537 | 2,286 | 27,268 | 537 | ||||||||||||
Current assets | 773 | 532 | 251,777 | 773 | ||||||||||||
Property and equipment | 258 | 497 | 2,129 | 258 | ||||||||||||
Operating lease right-of-use assets | 871 | 4,889 | ||||||||||||||
Intangible assets: | ||||||||||||||||
Goodwill | 10,176 | 38,064 | 197,365 | 10,176 | ||||||||||||
Other non-current assets | 55,193 | |||||||||||||||
Total assets acquired | 21,089 | 61,640 | 664,725 | 21,089 | ||||||||||||
Current liabilities | (1,733) | (7,017) | (295,834) | (1,733) | ||||||||||||
Operating lease liabilities, non-current | (536) | (3,262) | ||||||||||||||
Long-term liabilities | (9,585) | |||||||||||||||
Deferred tax liabilities, net | (1,733) | (9,760) | (1,733) | |||||||||||||
Net assets acquired | 17,623 | 54,087 | 346,284 | 17,623 | ||||||||||||
Total Acquisition | Insurance licenses | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 4,960 | |||||||||||||||
Total Acquisition | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 4,750 | |||||||||||||||
Total Acquisition | Customer relationships | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 3,140 | 16,610 | 48,370 | 3,140 | ||||||||||||
Total Acquisition | Acquired technology | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 4,470 | 1,980 | 35,965 | 4,470 | ||||||||||||
Total Acquisition | Trademarks and tradenames | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 1,510 | 600 | 21,700 | 1,510 | ||||||||||||
Total Acquisition | Non-compete agreements | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | $ 225 | $ 200 | 225 | $ 225 | ||||||||||||
Total Acquisition | Value of business acquired | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | 400 | |||||||||||||||
Total Acquisition | Renewal rights | ||||||||||||||||
Intangible assets: | ||||||||||||||||
Intangible assets | $ 9,734 |
Business Combinations and Dis_4
Business Combinations and Disposals - Information For Each Acquisition (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Apr. 01, 2022 USD ($) | Oct. 27, 2021 USD ($) | Sep. 09, 2021 USD ($) | May 20, 2021 USD ($) | Apr. 05, 2021 USD ($) | Jan. 12, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares shares | Jul. 23, 2020 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) $ / shares | |
Business Acquisition [Line Items] | |||||||||||||
Increase to goodwill attributed to increases in current liabilities and net decrease in current assets | $ 24,737 | ||||||||||||
Number of acquisitions | item | 2 | 5 | |||||||||||
Residential Warranty Services | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | $ 38,800 | 38,824 | |||||||||||
Cash | 25,600 | 25,572 | |||||||||||
Held in escrow | 1,000 | ||||||||||||
Issuance of common stock | 3,600 | 3,552 | |||||||||||
Contingent consideration - liability-classified | $ 8,700 | 8,700 | |||||||||||
Term of escrow deposit | 24 months | ||||||||||||
Business combination contingent consideration | 2,400 | ||||||||||||
Net assets acquired | 38,824 | ||||||||||||
Other Acquisitions | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | 15,263 | $ 32,249 | $ 1,370 | ||||||||||
Cash | 13,763 | 27,121 | 325 | ||||||||||
Issuance of common stock | 3,026 | 358 | |||||||||||
Contingent consideration - liability-classified | 327 | ||||||||||||
Goodwill to be deductible for income tax purposes | $ 200 | 10,700 | 11,000 | ||||||||||
Goodwill not deductible for income tax purposes | 3,500 | ||||||||||||
Net assets acquired | $ 1,370 | 15,263 | 32,249 | 1,370 | |||||||||
Acquisition related costs | 1,600 | ||||||||||||
January 12, 2021 Acquisition ("V12 Data") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | $ 21,756 | ||||||||||||
Cash | 20,196 | ||||||||||||
Cash paid in business acquisition, including cash consideration payable | 20,300 | ||||||||||||
Contingent consideration - liability-classified | $ 1,410 | ||||||||||||
Contingent consideration earnout period | 2 years | ||||||||||||
Net assets acquired | $ 21,756 | ||||||||||||
September 9, 2021 Acquisition ("AHP") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | $ 46,250 | ||||||||||||
Cash | 43,750 | ||||||||||||
Acquisition hold backs | 2,500 | ||||||||||||
Increase to goodwill attributed to increases in current liabilities and net decrease in current assets | 23,800 | ||||||||||||
Net assets acquired | 46,250 | ||||||||||||
April 5, 2021 Acquisition ("HOA") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | $ 114,828 | ||||||||||||
Cash | 84,370 | ||||||||||||
Cash paid in business acquisition, excluding working capital cash paid | 84,100 | ||||||||||||
Acquisition hold backs | 7,700 | ||||||||||||
Consideration transferred, working capital adjustment | $ 300 | ||||||||||||
Issuance of common stock | 22,773 | ||||||||||||
Net assets acquired | 114,828 | ||||||||||||
May 20, 2021 Acquisition ("Rynoh") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | $ 35,802 | ||||||||||||
Cash | 32,302 | ||||||||||||
Acquisition hold backs | 3,500 | ||||||||||||
Net assets acquired | 35,802 | ||||||||||||
Floify | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | $ 95,399 | ||||||||||||
Cash | 75,959 | ||||||||||||
Acquisition hold backs | 900 | ||||||||||||
Issuance of common stock | 9,908 | ||||||||||||
Guarantee liability | 8,600 | ||||||||||||
Contingent consideration - liability-classified | 8,632 | ||||||||||||
Net assets acquired | $ 95,399 | ||||||||||||
July 23, 2020 Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | $ 3,790 | ||||||||||||
Cash | 2,000 | ||||||||||||
Issuance of common stock | 1,790 | ||||||||||||
Goodwill to be deductible for income tax purposes | 1,600 | ||||||||||||
Net assets acquired | $ 3,790 | ||||||||||||
iRoofing | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | 12,463 | ||||||||||||
Cash | 6,003 | ||||||||||||
Issuance of common stock | 4,711 | ||||||||||||
Contingent consideration - liability-classified | 1,749 | ||||||||||||
Net assets acquired | $ 12,463 | $ 12,463 | |||||||||||
Number of shares issued as a part of consideration | shares | 300,000 | ||||||||||||
Share price | $ / shares | $ 20 | $ 20 | |||||||||||
Number of additional shares issued | shares | 123,000 | ||||||||||||
Total Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate consideration paid | 54,087 | 346,284 | $ 17,623 | ||||||||||
Cash | 39,335 | 283,698 | 8,328 | ||||||||||
Issuance of common stock | 3,552 | 35,707 | 6,859 | ||||||||||
Contingent consideration - liability-classified | 8,700 | 10,369 | 1,749 | ||||||||||
Net assets acquired | $ 17,623 | 54,087 | 346,284 | 17,623 | |||||||||
General and administrative | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | $ 2,100 | 5,400 | $ 200 | ||||||||||
General and administrative | January 12, 2021 Acquisition ("V12 Data") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | $ 800 | ||||||||||||
General and administrative | September 9, 2021 Acquisition ("AHP") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | $ 500 | ||||||||||||
General and administrative | April 5, 2021 Acquisition ("HOA") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | $ 1,900 | ||||||||||||
General and administrative | May 20, 2021 Acquisition ("Rynoh") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | $ 200 | ||||||||||||
General and administrative | Floify | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | $ 400 |
Business Combinations and Dis_5
Business Combinations and Disposals - Fair value and useful lives of intangible assets, Amortization period (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Apr. 01, 2022 | Oct. 27, 2021 | Sep. 09, 2021 | May 20, 2021 | Apr. 05, 2021 | Jan. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 9 years | 9 years | |||||||
Weighted-average amortization period | 8 years | 9 years | 5 years | ||||||
Acquired technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 5 years | 5 years | |||||||
Weighted-average amortization period | 5 years | 4 years | 9 years | ||||||
Trademarks and tradenames | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 10 years | 12 years | |||||||
Weighted-average amortization period | 9 years | 12 years | 13 years | ||||||
Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 3 years | 2 years | |||||||
Weighted-average amortization period | 7 years | 2 years | 2 years | ||||||
Value of business acquired | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 1 year | 1 year | |||||||
Weighted-average amortization period | 7 years | ||||||||
Renewal rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 6 years | 6 years | |||||||
Weighted-average amortization period | 8 years | ||||||||
Residential Warranty Services | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 14,940 | ||||||||
Weighted-average amortization period | 7 years 8 months 12 days | ||||||||
Residential Warranty Services | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 13,860 | ||||||||
Estimated Useful Life (in years) | 8 years | ||||||||
Residential Warranty Services | Acquired technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 500 | ||||||||
Estimated Useful Life (in years) | 3 years | ||||||||
Residential Warranty Services | Trademarks and tradenames | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 400 | ||||||||
Estimated Useful Life (in years) | 9 years | ||||||||
Residential Warranty Services | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 180 | ||||||||
Estimated Useful Life (in years) | 7 years | ||||||||
January 12, 2021 Acquisition ("V12 Data") | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 6,440 | ||||||||
Weighted-average amortization period | 7 years 7 months 6 days | ||||||||
January 12, 2021 Acquisition ("V12 Data") | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 1,650 | ||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
January 12, 2021 Acquisition ("V12 Data") | Acquired technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 3,525 | ||||||||
Estimated Useful Life (in years) | 4 years | ||||||||
January 12, 2021 Acquisition ("V12 Data") | Trademarks and tradenames | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 1,225 | ||||||||
Estimated Useful Life (in years) | 15 years | ||||||||
January 12, 2021 Acquisition ("V12 Data") | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 40 | ||||||||
Estimated Useful Life (in years) | 2 years | ||||||||
April 5, 2021 Acquisition ("HOA") | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 41,952 | ||||||||
Weighted-average amortization period | 9 years 6 months | ||||||||
April 5, 2021 Acquisition ("HOA") | Insurance licenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 4,960 | ||||||||
April 5, 2021 Acquisition ("HOA") | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 16,700 | ||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
April 5, 2021 Acquisition ("HOA") | Trademarks and tradenames | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 12,200 | ||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
April 5, 2021 Acquisition ("HOA") | Value of business acquired | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 400 | ||||||||
Estimated Useful Life (in years) | 1 year | ||||||||
April 5, 2021 Acquisition ("HOA") | Renewal rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 7,692 | ||||||||
Estimated Useful Life (in years) | 8 years | ||||||||
May 20, 2021 Acquisition ("Rynoh") | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 16,490 | ||||||||
Weighted-average amortization period | 10 years | ||||||||
May 20, 2021 Acquisition ("Rynoh") | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 12,700 | ||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
May 20, 2021 Acquisition ("Rynoh") | Acquired technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 2,800 | ||||||||
Estimated Useful Life (in years) | 7 years | ||||||||
May 20, 2021 Acquisition ("Rynoh") | Trademarks and tradenames | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 900 | ||||||||
Estimated Useful Life (in years) | 20 years | ||||||||
May 20, 2021 Acquisition ("Rynoh") | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 90 | ||||||||
Estimated Useful Life (in years) | 1 year | ||||||||
September 9, 2021 Acquisition ("AHP") | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 2,742 | ||||||||
Weighted-average amortization period | 7 years | ||||||||
September 9, 2021 Acquisition ("AHP") | Trademarks and tradenames | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 10 years | ||||||||
September 9, 2021 Acquisition ("AHP") | Renewal rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 6 years | ||||||||
Floify | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value of Intangible assets | $ 41,365 | ||||||||
Weighted-average amortization period | 5 years 7 months 6 days | ||||||||
Floify | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 4 years | ||||||||
Floify | Acquired technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 4 years | ||||||||
Floify | Trademarks and tradenames | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 15 years | ||||||||
Floify | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated Useful Life (in years) | 3 years |
Business Combinations and Dis_6
Business Combinations and Disposals - Revenue and net loss, Pro Forma (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) item | Dec. 31, 2020 USD ($) | |
Business Combinations | ||||
Number of acquisitions | item | 2 | 5 | ||
Unaudited Pro Forma Consolidated Financial Information | ||||
Pro Forma Revenue | $ 215,769 | $ 148,771 | ||
Pro Forma Net loss | $ (112,239) | $ (61,253) | ||
Total Acquisition | ||||
Business Combinations | ||||
Revenue since acquisition | $ 79,600 | |||
Net loss since acquisition | $ 1,800 |
Business Combinations and Dis_7
Business Combinations and Disposals - Disposals (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
May 29, 2020 USD ($) | Sep. 30, 2020 item | Dec. 31, 2021 item | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Disposition of Business | |||
Number of acquisitions | item | 2 | 5 | ||
Serviz.com, Inc. ("Serviz") Acquisition | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | ||||
Business Acquisition [Line Items] | ||||
Consideration received | $ 5 | |||
Fair value of notes cancelled | 2.7 | |||
Net Assets | 1.3 | |||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 1.4 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Option to extend | true | |
Lease renewal term | 10 years | |
Rent expense | $ 1.7 | |
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) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease cost | $ 2,621 | $ 2,155 |
Variable lease cost | 254 | 339 |
Operating lease cost | $ 2,875 | $ 2,494 |
Leases - Supplemental informati
Leases - Supplemental information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Cash paid for amounts included in measurement of lease liabilities: | |||||
Operating cash outflows for operating leases | $ 2,082 | $ 2,141 | |||
Right-of-use assets obtained in exchange for new lease obligations, Operating leases | 6,835 | 6,365 | |||
Operating lease right-of-use assets | 4,201 | 4,504 | $ 4,697 | $ 6,052 | $ 3,922 |
Operating Lease, Liability, Current | $ 1,810 | $ 1,957 | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |||
Operating lease liabilities, non-current | $ 2,536 | $ 2,694 | $ 2,968 | $ 3,622 | $ 2,267 |
Total operating lease liabilities | $ 4,346 | $ 4,651 | |||
Weighted average remaining lease term | 2 years 10 months 24 days | 2 years 1 month 6 days | |||
Weighted average discount rate | 8.80% | 9.40% |
Leases - Future undiscounted le
Leases - Future undiscounted lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lease Payments | ||
2023 | $ 2,097 | |
2024 | 1,516 | |
2025 | 848 | |
2026 | 367 | |
2027 | 29 | |
Total lease payments | 4,857 | |
Less imputed interest | (511) | |
Total present value of lease liabilities | $ 4,346 | $ 4,651 |
Reinsurance - Additional inform
Reinsurance - Additional information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 USD ($) item | Dec. 31, 2022 USD ($) item | Dec. 31, 2022 USD ($) item | Dec. 31, 2021 item | |
Reinsurance Quota Share Program [Member] | ||||
Reinsurance Retention Policy [Line Items] | ||||
Number of placements for reinsurance programs | item | 2 | 2 | 2 | |
Reinsurance Quota Share Program [Member] | Coastal Locations [Member] | ||||
Reinsurance Retention Policy [Line Items] | ||||
Reinsured risk percentage | 61.75% | 90% | ||
Reinsurance Quota Share Program [Member] | Core Locations [Member] | ||||
Reinsurance Retention Policy [Line Items] | ||||
Reinsured risk percentage | 90% | 90% | ||
Reinsurance Property Catastrophe Treaties [Member] | ||||
Reinsurance Retention Policy [Line Items] | ||||
Number of retention layers for reinsurance policy | item | 4 | 5 | 5 | 3 |
Excess amount retained | $ 336 | |||
Amount retained | $ 2 | $ 4 | ||
Reinsurance Property Non-weather Losses [Member] | ||||
Reinsurance Retention Policy [Line Items] | ||||
Excess amount retained | $ 500 | |||
Reinsurance Property Non-weather Losses [Member] | Coastal Locations [Member] | ||||
Reinsurance Retention Policy [Line Items] | ||||
Amount retained | 191 | |||
Reinsurance Property Non-weather Losses [Member] | Core Locations [Member] | ||||
Reinsurance Retention Policy [Line Items] | ||||
Amount retained | $ 50 |
Reinsurance - Effects of reinsu
Reinsurance - Effects of reinsurance on incurred losses and LAE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reinsurance | ||
Direct losses and LAE | $ 280,505 | $ 181,256 |
Ceded losses and LAE | (224,202) | (162,752) |
Net losses and LAE | $ 56,303 | $ 18,504 |
Reinsurance - Effects of rein_2
Reinsurance - Effects of reinsurance on premiums written and earned (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reinsurance | ||
Direct premiums, written | $ 462,179 | $ 266,609 |
Ceded premiums, written | (399,400) | (237,102) |
Net premiums, written | 62,779 | 29,507 |
Direct premiums, earned | 395,968 | 213,423 |
Ceded premiums, earned | (349,952) | (199,366) |
Net premiums, earned | $ 46,016 | $ 14,057 |
Reinsurance - Detail of reinsur
Reinsurance - Detail of reinsurance balances due (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Reinsurance balances due: | |||||
Ceded unearned premium | $ 203,157 | $ 153,710 | |||
Losses and LAE reserve | 76,999 | 56,752 | |||
Reinsurance recoverable | 18,765 | 17,780 | |||
Other | 139 | 174 | |||
Reinsurance balance due | $ 299,060 | $ 299,596 | $ 269,251 | $ 236,336 | $ 228,416 |
Unpaid Losses and Loss Adjust_3
Unpaid Losses and Loss Adjustment Reserve - Unpaid Losses and LAE Gross (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Apr. 04, 2021 | |
Unpaid Losses and Loss Adjustment Reserve | |||
Reserve for unpaid losses and LAE | $ 84,366 | $ 61,949 | |
Reinsurance recoverable on losses and LAE | (56,752) | (76,999) | $ (82,898) |
Reserve for unpaid losses and LAE reserve, net of reinsurance recoverables | 1,468 | 5,197 | |
Add provisions (reductions) for losses and LAE occurring in: | |||
Current year | 17,583 | 55,148 | |
Prior years | 921 | 1,155 | |
Net incurred losses and LAE during the current year | 18,504 | 56,303 | |
Deduct payments for losses and LAE occurring in: | |||
Current year | (13,154) | (32,111) | |
Prior years | (1,621) | (5,756) | |
Net claim and LAE payments during the current year | (14,775) | (37,867) | |
Reserve for unpaid losses and LAE, net of reinsurance recoverable, at end of period | 5,197 | 23,633 | |
Reinsurance recoverable on losses and LAE | 56,752 | 76,999 | |
Reserve for unpaid losses and LAE | $ 61,949 | 100,632 | |
Provisions of losses and loss adjustment expense | $ 40 |
Unpaid Losses and Loss Adjust_4
Unpaid Losses and Loss Adjustment Reserve - Cumulative Reported Claim (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | $ 107,493 | ||||
IBNR Reserve | $ 15,655 | ||||
Cumulative Number of Reported Claims | 85,409 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 83,823 | ||||
Liability for losses and loss adjustment expenses, net of reinsurance | 23,669 | ||||
2018 | |||||
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | $ 7,396 | $ 7,380 | $ 7,046 | $ 7,041 | $ 7,512 |
Cumulative Number of Reported Claims | 8,369 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 7,345 | 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, | 9,786 | 9,773 | 9,678 | 9,666 | |
IBNR Reserve | $ 20 | ||||
Cumulative Number of Reported Claims | 10,790 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 9,694 | 9,578 | 9,324 | $ 7,405 | |
2020 | |||||
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | 14,587 | 14,281 | 12,664 | ||
IBNR Reserve | $ 84 | ||||
Cumulative Number of Reported Claims | 13,152 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 14,142 | 13,865 | $ 9,750 | ||
2021 | |||||
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | 20,614 | 19,795 | |||
IBNR Reserve | $ 976 | ||||
Cumulative Number of Reported Claims | 34,548 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 20,569 | $ 15,335 | |||
2022 | |||||
Unpaid Losses and Loss Adjustment Reserve | |||||
Incurred losses and allocated loss adjustment expenses, net of reinsurance, | 55,110 | ||||
IBNR Reserve | $ 14,575 | ||||
Cumulative Number of Reported Claims | 18,550 | ||||
Cumulative paid losses and allocated adjustment expenses, net of reinsurance | $ 32,073 |
Unpaid Losses and Loss Adjust_5
Unpaid Losses and Loss Adjustment Reserve - Average Annual Percentage (Details) | Dec. 31, 2022 |
Unpaid Losses and Loss Adjustment Reserve | |
Average annual percentage payout of accident year 1 | 83.80% |
Average annual percentage payout of accident year 2 | 15.10% |
Average annual percentage payout of accident year 3 | 0.80% |
Average annual percentage payout of accident year 4 | 0.60% |
Average annual percentage payout of accident year 5 | 0.20% |
Commitments and Contingencies -
Commitments and Contingencies - Non-cancelable purchase commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Purchase Commitments | |
2023 | $ 4,577 |
2024 | 3,232 |
2025 | 1,391 |
Total | $ 9,200 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Kandela, LLC case | |||
Amount awarded to entity | $ 1.4 | ||
Homeowners of America Insurance Company | |||
Minimum capital stock to be maintained | $ 2.5 | ||
Minimum surplus to be maintained | 2.5 | ||
Restricted cash and investments | 3.7 | $ 3.8 | |
Total statutory surplus | 76.3 | 48.5 | |
Capital stock | 3 | 3 | |
Surplus | $ 73.3 | 45.5 | |
Minimum percentage of statutory surplus | 10% | ||
Dividends | $ 0 | ||
Homeowners of America Insurance Company | Maximum | |||
Dividends | $ 7.6 |
Segment Information - Revenue (
Segment Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||||||
Total revenue | $ 64,113 | $ 77,353 | $ 70,915 | $ 63,567 | $ 134,482 | $ 211,835 | $ 275,948 | $ 192,433 | $ 72,299 |
Operating Segments | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | 275,948 | 192,433 | 72,299 | ||||||
Vertical Software | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | 154,915 | 137,150 | 63,799 | ||||||
Vertical Software | Operating Segments | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | 154,915 | 137,150 | 63,799 | ||||||
Insurance | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | 121,033 | 55,283 | 4,166 | ||||||
Insurance | Operating Segments | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | $ 121,033 | $ 55,283 | 4,166 | ||||||
Divested Businesses | Operating Segments | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | $ 4,334 |
Segment Information - Consolida
Segment Information - Consolidated Financial Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2021 segment | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Number of reportable segments | segment | 2 | 2 | |||||||||
Total segment adjusted EBITDA (loss) | $ (49,601) | $ (24,020) | $ (18,319) | ||||||||
Reconciling items: | |||||||||||
Depreciation and amortization | (27,930) | (16,386) | (6,644) | ||||||||
Non-cash stock-based compensation expense | (27,041) | (38,592) | (11,296) | ||||||||
Acquisition and other transaction costs | (2,334) | (5,360) | (311) | ||||||||
Impairment loss on intangible assets and goodwill | $ (4,329) | $ (57,057) | $ (57,057) | (61,386) | |||||||
Non-cash losses and impairment of property, equipment and software | (637) | (550) | (611) | ||||||||
Revaluation of contingent consideration | (6,944) | 2,244 | (1,700) | ||||||||
SPAC transaction bonus | (3,350) | ||||||||||
Investment income and realized gains | (1,174) | (701) | |||||||||
Operating loss | (33,795) | (82,918) | $ (31,678) | $ (28,656) | $ (60,334) | (143,252) | (177,047) | (83,365) | (42,231) | ||
Goodwill | 244,697 | $ 251,905 | $ 297,645 | $ 250,390 | $ 297,645 | $ 251,905 | 244,697 | 225,654 | 28,289 | $ 18,274 | |
Vertical Software | |||||||||||
Reconciling items: | |||||||||||
Goodwill | 191,900 | 191,900 | 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) | 14,678 | 20,733 | 12,718 | ||||||||
Insurance | |||||||||||
Reconciling items: | |||||||||||
Impairment loss on intangible assets and goodwill | (43,700) | ||||||||||
Goodwill | $ 52,800 | 52,800 | 42,900 | ||||||||
Insurance | Operating Segments | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total segment adjusted EBITDA (loss) | (5,499) | 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) | $ (58,780) | $ (53,760) | (30,001) | ||||||||
Divested Businesses | Operating Segments | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total segment adjusted EBITDA (loss) | $ (1,441) |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jul. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Induced conversion of preferred stock | $ 17,284 | |
Merger Agreement | ||
Related Party Transaction [Line Items] | ||
Induced conversion of preferred stock | $ 17,300 | |
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 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||||||||
Net loss attributable to common stockholders | $ (35,473) | $ (84,476) | $ (27,325) | $ (9,285) | $ (36,610) | $ (121,086) | $ (156,559) | $ (106,606) | $ (54,032) |
Induced conversion of preferred stock | (17,284) | ||||||||
Basic | (156,559) | (106,606) | (71,316) | ||||||
Loss (gain) on remeasurement of private warrant liability | (14,486) | 15,389 | (2,427) | ||||||
Diluted | $ (156,559) | $ (106,606) | $ (73,743) | ||||||
Denominator: | |||||||||
Basic | 98,365,762 | 97,792,485 | 97,142,163 | 96,074,527 | 96,611,294 | 97,009,351 | 97,351,241 | 93,884,566 | 36,344,234 |
Dilutive effect of warrants | 29,981 | ||||||||
Diluted | 98,365,762 | 97,792,485 | 97,142,163 | 96,074,527 | 96,611,294 | 97,009,351 | 97,351,241 | 93,884,566 | 36,374,215 |
Loss per share - basic | $ (0.36) | $ (0.86) | $ (0.28) | $ (0.10) | $ (0.38) | $ (1.25) | $ (1.61) | $ (1.14) | $ (1.96) |
Loss per share - diluted | $ (0.36) | $ (0.86) | $ (0.28) | $ (0.10) | $ (0.38) | $ (1.25) | $ (1.61) | $ (1.14) | $ (2.03) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Computation of diluted net loss per antidilutive (Details) - $ / shares | 12 Months Ended | ||||
Sep. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | 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 | 3,862,918 | 4,822,992 | 6,414,611 | ||
Restricted stock units and awards | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,309,241 | 2,712,762 | 2,581,902 | ||
Performance restricted stock units | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 920,924 | ||||
Public and private warrants | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,795,700 | 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 | 2,050,000 | 6,150,000 | ||
Convertible debt. | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 16,998,130 | 16,998,130 | |||
Contingently issuable shares in connection with acquisitions | |||||
Basic and Diluted Net Loss Per Share | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 10,631,558 | 1,192,989 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Ceded losses and LAE | $ 224,202 | $ 162,752 | |||||
Restatement Adjustments | Error in Accounting for Reinsurance | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Ceded losses and LAE | $ (300) | $ 700 | $ 4,000 | $ 4,700 | $ 4,400 |
Quarterly Financial Data (Una_4
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||||||
Cash and cash equivalents | $ 215,060 | $ 260,198 | $ 271,003 | $ 292,373 | $ 315,741 | ||
Accounts receivable, net | 26,438 | 35,364 | 36,050 | 27,388 | 28,767 | ||
Short-term investments | 36,523 | 7,212 | 8,165 | 8,462 | 9,251 | ||
Reinsurance Balance Due | 299,060 | 299,596 | 269,251 | 236,336 | 228,416 | ||
Prepaid expenses and other current assets | 20,009 | 20,158 | 21,953 | 20,753 | 14,338 | ||
Restricted cash | 13,545 | 16,296 | 10,574 | 10,162 | 8,551 | ||
Total current assets | 610,635 | 638,824 | 616,996 | 595,474 | 605,064 | ||
Property, equipment, and software, net | 12,240 | 11,236 | 9,984 | 8,340 | 6,666 | ||
Goodwill | 244,697 | 251,905 | 297,645 | 250,390 | 225,654 | $ 28,289 | $ 18,274 |
Long-term investments | 55,118 | 55,357 | 56,228 | 56,865 | 58,324 | ||
Long-term insurance commissions receivable | 12,265 | 11,930 | 10,461 | 9,061 | 7,521 | ||
Intangible assets, net | 108,255 | 111,728 | 136,575 | 124,306 | 129,830 | ||
Restricted cash, non-current | 500 | 500 | 500 | 500 | |||
Operating lease right-of-use assets | 4,201 | 4,697 | 6,052 | 3,922 | 4,504 | ||
Other assets | 1,646 | 3,057 | 1,519 | 5,373 | 684 | ||
Total assets | 1,049,057 | 1,089,234 | 1,135,960 | 1,054,231 | 1,038,747 | ||
Current liabilities | |||||||
Accounts payable | 6,268 | 6,717 | 7,739 | 8,016 | 6,965 | ||
Accrued expenses and other current liabilities | 39,742 | 36,847 | 46,614 | 34,140 | 37,675 | ||
Deferred revenue | 270,690 | 277,616 | 243,982 | 199,140 | 201,085 | ||
Refundable customer deposits | 20,142 | 22,585 | 21,618 | 18,716 | 15,274 | ||
Current debt | 16,455 | 22,832 | 19,013 | 19,682 | 150 | ||
Losses and loss adjustment expense reserves | 100,632 | 100,298 | 88,894 | 79,608 | 61,949 | ||
Other insurance liabilities, current | 61,710 | 55,945 | 61,516 | 43,049 | 40,024 | ||
Total current liabilities | 515,639 | 522,840 | 489,376 | 402,351 | 363,122 | ||
Long-term debt | 425,310 | 425,012 | 416,568 | 415,002 | 414,585 | ||
Earnout liability, at fair value | 44 | 57 | 100 | 2,687 | 13,866 | ||
Private warrant liability, at fair value | 707 | 802 | 926 | 5,004 | 15,193 | ||
Lease liability - non-current | 2,536 | 2,968 | 3,622 | 2,267 | 2,694 | ||
Other liabilities (includes $12,822, $29,858 and $23,228 at fair value, respectively) | 25,468 | 24,952 | 30,825 | 15,528 | 12,242 | ||
Total liabilities | 969,704 | 976,631 | 941,417 | 842,839 | 821,702 | ||
Stockholders' equity | |||||||
Common stock, $0.0001 par value: Authorized shares - 400,000,000, 400,000,000 and 400,000,000, respectively Issued and outstanding shares - 98,297,186, 99,440,528 and 100,410,325, respectively | 10 | 10 | 10 | 10 | 10 | ||
Additional paid-in capital | 670,537 | 664,362 | 659,814 | 647,551 | 641,406 | ||
Accumulated other comprehensive income | (6,171) | (6,571) | (4,559) | (2,774) | (259) | ||
Accumulated deficit | (585,023) | (545,198) | (460,722) | (433,395) | (424,112) | ||
Total stockholders' equity | 79,353 | 112,603 | 194,543 | 211,392 | 217,045 | $ 107,325 | $ (59,979) |
Total liabilities and stockholders' equity | $ 1,049,057 | 1,089,234 | 1,135,960 | 1,054,231 | $ 1,038,747 | ||
Previously reported | |||||||
Current assets | |||||||
Cash and cash equivalents | 260,198 | 271,003 | 292,373 | ||||
Accounts receivable, net | 37,032 | 38,474 | 29,996 | ||||
Short-term investments | 7,212 | 8,165 | 8,462 | ||||
Reinsurance Balance Due | 303,987 | 273,971 | 239,739 | ||||
Prepaid expenses and other current assets | 21,160 | 22,621 | 21,087 | ||||
Restricted cash | 16,296 | 10,574 | 10,162 | ||||
Total current assets | 645,885 | 624,808 | 601,819 | ||||
Property, equipment, and software, net | 11,236 | 9,984 | 8,340 | ||||
Goodwill | 228,091 | 273,831 | 226,576 | ||||
Long-term investments | 55,357 | 56,228 | 56,865 | ||||
Long-term insurance commissions receivable | 11,930 | 10,461 | 9,061 | ||||
Intangible assets, net | 111,728 | 136,575 | 124,306 | ||||
Restricted cash, non-current | 500 | 500 | 500 | ||||
Operating lease right-of-use assets | 4,697 | 6,052 | 3,922 | ||||
Other assets | 3,057 | 1,519 | 5,373 | ||||
Total assets | 1,072,481 | 1,119,958 | 1,036,762 | ||||
Current liabilities | |||||||
Accounts payable | 6,717 | 7,739 | 8,016 | ||||
Accrued expenses and other current liabilities | 36,847 | 47,967 | 35,029 | ||||
Deferred revenue | 277,616 | 243,425 | 198,857 | ||||
Refundable customer deposits | 19,867 | 19,246 | 16,686 | ||||
Current debt | 6,275 | 150 | 150 | ||||
Losses and loss adjustment expense reserves | 100,298 | 88,894 | 79,608 | ||||
Other insurance liabilities, current | 55,945 | 61,516 | 43,049 | ||||
Total current liabilities | 503,565 | 468,937 | 381,395 | ||||
Long-term debt | 425,012 | 416,568 | 415,002 | ||||
Earnout liability, at fair value | 57 | 100 | 2,687 | ||||
Private warrant liability, at fair value | 802 | 926 | 5,004 | ||||
Lease liability - non-current | 2,968 | 3,622 | 2,267 | ||||
Other liabilities (includes $12,822, $29,858 and $23,228 at fair value, respectively) | 24,952 | 30,825 | 15,528 | ||||
Total liabilities | 957,356 | 920,978 | 821,883 | ||||
Stockholders' equity | |||||||
Common stock, $0.0001 par value: Authorized shares - 400,000,000, 400,000,000 and 400,000,000, respectively Issued and outstanding shares - 98,297,186, 99,440,528 and 100,410,325, respectively | 10 | 10 | 10 | ||||
Additional paid-in capital | 664,362 | 659,814 | 647,551 | ||||
Accumulated other comprehensive income | (6,571) | (4,559) | (2,774) | ||||
Accumulated deficit | (542,676) | (456,285) | (429,908) | ||||
Total stockholders' equity | 115,125 | 198,980 | 214,879 | ||||
Total liabilities and stockholders' equity | 1,072,481 | 1,119,958 | 1,036,762 | ||||
Restatement Adjustments | |||||||
Current assets | |||||||
Accounts receivable, net | (1,668) | (2,424) | (2,608) | ||||
Reinsurance Balance Due | (4,391) | (4,720) | (3,403) | ||||
Prepaid expenses and other current assets | (1,002) | (668) | (334) | ||||
Total current assets | (7,061) | (7,812) | (6,345) | ||||
Goodwill | 23,814 | 23,814 | 23,814 | ||||
Total assets | 16,753 | 16,002 | 17,469 | ||||
Current liabilities | |||||||
Accrued expenses and other current liabilities | (1,353) | (889) | |||||
Deferred revenue | 557 | 283 | |||||
Refundable customer deposits | 2,718 | 2,372 | 2,030 | ||||
Current debt | 16,557 | 18,863 | 19,532 | ||||
Total current liabilities | 19,275 | 20,439 | 20,956 | ||||
Total liabilities | 19,275 | 20,439 | 20,956 | ||||
Stockholders' equity | |||||||
Accumulated deficit | (2,522) | (4,437) | (3,487) | ||||
Total stockholders' equity | (2,522) | (4,437) | (3,487) | ||||
Total liabilities and stockholders' equity | $ 16,753 | $ 16,002 | $ 17,469 |
Quarterly Financial Data (Una_5
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements - Unaudited Condensed Consolidated Balance Sheet - Parenthetical (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements | |||||
Other liabilities | $ 24,546 | $ 23,228 | $ 29,858 | $ 12,822 | $ 9,617 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 |
Common stock, shares issued | 98,455,838 | 100,410,325 | 99,440,528 | 98,297,186 | 97,961,597 |
Common stock, shares outstanding | 98,455,838 | 99,440,528 | 98,297,186 | 97,961,597 |
Quarterly Financial Data (Una_6
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 64,113 | $ 77,353 | $ 70,915 | $ 63,567 | $ 134,482 | $ 211,835 | $ 275,948 | $ 192,433 | $ 72,299 |
Operating Costs and Expenses: | |||||||||
Cost of revenue | 20,170 | 32,940 | 29,251 | 25,216 | 54,467 | 87,407 | 107,577 | 58,725 | 17,562 |
Selling and marketing | 28,031 | 30,579 | 29,160 | 26,077 | 55,237 | 85,817 | 113,848 | 84,273 | 41,665 |
Product and technology | 15,119 | 14,438 | 15,777 | 14,231 | 30,009 | 44,446 | 59,565 | 47,005 | 28,546 |
General and administrative | 30,259 | 25,257 | 28,405 | 26,699 | 55,103 | 80,360 | 110,619 | 85,795 | 28,199 |
Loss on impairment of intangible assets and goodwill | 4,329 | 57,057 | 57,057 | 61,386 | |||||
Total operating expenses | 97,908 | 160,271 | 102,593 | 92,223 | 194,816 | 355,087 | 452,995 | 275,798 | 114,530 |
Operating loss | (33,795) | (82,918) | (31,678) | (28,656) | (60,334) | (143,252) | (177,047) | (83,365) | (42,231) |
Other income (expense): | |||||||||
Interest expense | (2,219) | (2,152) | (1,925) | (2,427) | (4,352) | (6,504) | (8,723) | (5,757) | (14,734) |
Change in fair value of earnout liability | 13 | 43 | 2,587 | 11,179 | 13,766 | 13,809 | 13,822 | (18,519) | |
Change in fair value of private warrant liability | 95 | 124 | 4,078 | 10,189 | 14,267 | 14,391 | 14,486 | (15,389) | 2,427 |
Investment income and realized gains | 399 | 335 | 243 | 197 | 440 | 775 | 1,174 | 701 | |
Other, net | 608 | 69 | (162) | 56 | (107) | (37) | 571 | 340 | (6,931) |
Total other income (expense) | (1,104) | (1,581) | 4,821 | 19,194 | 24,014 | 22,434 | 21,330 | (33,514) | (13,490) |
Loss before income taxes | (34,899) | (84,499) | (26,857) | (9,462) | (36,320) | (120,818) | (155,717) | (116,879) | (55,721) |
Income tax benefit (expense) | (574) | 23 | (468) | 177 | (290) | (268) | (842) | 10,273 | 1,689 |
Net loss | (35,473) | (84,476) | (27,325) | (9,285) | (36,610) | (121,086) | (156,559) | (106,606) | (54,032) |
Total other comprehensive loss | 400 | (2,012) | (1,785) | (2,515) | (4,300) | (6,312) | |||
Comprehensive loss | $ (35,073) | $ (86,488) | $ (29,110) | $ (11,800) | $ (40,910) | $ (127,398) | $ (162,471) | $ (106,865) | $ (54,032) |
Loss per share - basic (Note 19) | $ (0.36) | $ (0.86) | $ (0.28) | $ (0.10) | $ (0.38) | $ (1.25) | $ (1.61) | $ (1.14) | $ (1.96) |
Loss per share - diluted (Note 19) | $ (0.36) | $ (0.86) | $ (0.28) | $ (0.10) | $ (0.38) | $ (1.25) | $ (1.61) | $ (1.14) | $ (2.03) |
Weighted-average shares used in computing net loss attributable per share to common stockholders: | |||||||||
Shares used in computing basic loss per share | 98,365,762 | 97,792,485 | 97,142,163 | 96,074,527 | 96,611,294 | 97,009,351 | 97,351,241 | 93,884,566 | 36,344,234 |
Shares used in computing diluted loss per share | 98,365,762 | 97,792,485 | 97,142,163 | 96,074,527 | 96,611,294 | 97,009,351 | 97,351,241 | 93,884,566 | 36,374,215 |
Previously reported | |||||||||
Revenue | $ 75,366 | $ 70,769 | $ 62,561 | $ 133,330 | $ 208,696 | ||||
Operating Costs and Expenses: | |||||||||
Cost of revenue | 33,269 | 28,558 | 21,189 | 49,747 | 83,016 | ||||
Selling and marketing | 30,245 | 28,826 | 25,743 | 54,569 | 84,815 | ||||
Product and technology | 14,438 | 15,777 | 14,231 | 30,009 | 44,446 | ||||
General and administrative | 25,257 | 28,405 | 26,699 | 55,103 | 80,360 | ||||
Loss on impairment of intangible assets and goodwill | 57,057 | 57,057 | |||||||
Total operating expenses | 160,266 | 101,566 | 87,862 | 189,428 | 349,694 | ||||
Operating loss | (84,900) | (30,797) | (25,301) | (56,098) | (140,998) | ||||
Other income (expense): | |||||||||
Interest expense | (2,085) | (1,858) | (2,293) | (4,151) | (6,236) | ||||
Change in fair value of earnout liability | 43 | 2,587 | 11,179 | 13,766 | 13,809 | ||||
Change in fair value of private warrant liability | 124 | 4,078 | 10,189 | 14,267 | 14,391 | ||||
Investment income and realized gains | 335 | 243 | 197 | 440 | 775 | ||||
Other, net | 69 | (162) | 56 | (107) | (37) | ||||
Total other income (expense) | (1,514) | 4,888 | 19,328 | 24,215 | 22,702 | ||||
Loss before income taxes | (86,414) | (25,909) | (5,973) | (31,883) | (118,296) | ||||
Income tax benefit (expense) | 23 | (468) | 177 | (290) | (268) | ||||
Net loss | (86,391) | (26,377) | (5,796) | (32,173) | (118,564) | ||||
Total other comprehensive loss | (2,012) | (1,785) | (2,515) | (4,300) | (6,312) | ||||
Comprehensive loss | $ (88,403) | $ (28,162) | $ (8,311) | $ (36,473) | $ (124,876) | ||||
Loss per share - basic (Note 19) | $ (0.88) | $ (0.27) | $ (0.06) | $ (0.33) | $ (1.22) | ||||
Loss per share - diluted (Note 19) | $ (0.88) | $ (0.27) | $ (0.06) | $ (0.33) | $ (1.22) | ||||
Weighted-average shares used in computing net loss attributable per share to common stockholders: | |||||||||
Shares used in computing basic loss per share | 97,792,485 | 97,142,163 | 96,074,527 | 96,611,294 | 97,009,351 | ||||
Shares used in computing diluted loss per share | 97,792,485 | 97,142,163 | 96,074,527 | 96,611,294 | 97,009,351 | ||||
Restatement Adjustments | |||||||||
Revenue | $ 1,987 | $ 146 | $ 1,006 | $ 1,152 | $ 3,139 | ||||
Operating Costs and Expenses: | |||||||||
Cost of revenue | (329) | 693 | 4,027 | 4,720 | 4,391 | ||||
Selling and marketing | 334 | 334 | 334 | 668 | 1,002 | ||||
Total operating expenses | 5 | 1,027 | 4,361 | 5,388 | 5,393 | ||||
Operating loss | 1,982 | (881) | (3,355) | (4,236) | (2,254) | ||||
Other income (expense): | |||||||||
Interest expense | (67) | (67) | (134) | (201) | (268) | ||||
Total other income (expense) | (67) | (67) | (134) | (201) | (268) | ||||
Loss before income taxes | 1,915 | (948) | (3,489) | (4,437) | (2,522) | ||||
Net loss | 1,915 | (948) | (3,489) | (4,437) | (2,522) | ||||
Comprehensive loss | $ 1,915 | $ (948) | $ (3,489) | $ (4,437) | $ (2,522) |
Quarterly Financial Data (Una_7
Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||||
Net loss | $ (9,284) | $ (36,610) | $ (121,086) | $ (156,559) | $ (106,606) | $ (54,032) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||||
Interest expense (non-cash) | 2,270 | 2,387 | 7,488 | |||
Other | 885 | 1,055 | ||||
Change in operating assets and liabilities, net of acquisitions and divestitures | ||||||
Accounts receivable | 1,312 | (7,483) | (6,971) | (4,886) | (2,905) | 203 |
Reinsurance balance due | (7,920) | (40,835) | (71,180) | (70,644) | (15,343) | |
Prepaid expenses and other current assets | (6,415) | (7,090) | (5,295) | (5,146) | (5,323) | (2,587) |
Refundable customer deposits | (2,949) | (457) | 2,510 | 6,537 | (3,545) | (3,521) |
Deferred revenue | (1,945) | 38,167 | 71,600 | 66,254 | 53,556 | 2,206 |
Accrued expenses and other current liabilities | (4,034) | 1,005 | (8,001) | (6,519) | (15,981) | (15,946) |
Net cash used in operating activities | (15,401) | (4,156) | (10,352) | (17,736) | (34,777) | (48,669) |
Cash flows from investing activities: | ||||||
Net cash used in investing activities | (8,077) | (38,404) | (46,444) | (79,678) | (263,433) | (10,671) |
Cash flows from financing activities: | ||||||
Proceeds from debt issuance, net of fees | 5,143 | 10,690 | 15,115 | 33,643 | 413,537 | 66,190 |
Repayments of advance funding | (3,033) | (8,840) | (17,571) | (22,746) | ||
Net cash provided by financing activities | 1,721 | (155) | 8,998 | $ 1,227 | $ 415,549 | $ 259,614 |
Previously reported | ||||||
Cash flows from operating activities: | ||||||
Net loss | (5,796) | (32,173) | (118,564) | |||
Change in operating assets and liabilities, net of acquisitions and divestitures | ||||||
Accounts receivable | (1,296) | (9,907) | (8,639) | |||
Reinsurance balance due | (11,323) | (45,555) | (75,571) | |||
Prepaid expenses and other current assets | (6,749) | (7,758) | (6,297) | |||
Refundable customer deposits | 1,412 | 3,972 | 4,593 | |||
Deferred revenue | (2,228) | 37,610 | 71,600 | |||
Accrued expenses and other current liabilities | (3,145) | 2,358 | (8,001) | |||
Net cash used in operating activities | (13,291) | (2,306) | (12,808) | |||
Cash flows from investing activities: | ||||||
Net cash used in investing activities | (8,077) | (38,404) | (46,444) | |||
Cash flows from financing activities: | ||||||
Net cash provided by financing activities | (389) | (2,005) | 11,454 | |||
Restatement Adjustments | ||||||
Cash flows from operating activities: | ||||||
Net loss | (3,488) | (4,437) | (2,522) | |||
Change in operating assets and liabilities, net of acquisitions and divestitures | ||||||
Accounts receivable | 2,608 | 2,424 | 1,668 | |||
Reinsurance balance due | 3,403 | 4,720 | 4,391 | |||
Prepaid expenses and other current assets | 334 | 668 | 1,002 | |||
Refundable customer deposits | (4,361) | (4,429) | (2,083) | |||
Deferred revenue | 283 | 557 | ||||
Accrued expenses and other current liabilities | (889) | (1,353) | ||||
Net cash used in operating activities | (2,110) | (1,850) | 2,456 | |||
Cash flows from financing activities: | ||||||
Proceeds from debt issuance, net of fees | 5,143 | 10,690 | 15,115 | |||
Repayments of advance funding | (3,033) | (8,840) | (17,571) | |||
Net cash provided by financing activities | $ 2,110 | $ 1,850 | $ (2,456) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Subsequent Events | |||
Shares repurchased | $ 4,352 | ||
Shares repurchased (in shares) | 2,388,756 | ||
Subsequent Events | |||
Subsequent Events | |||
Shares repurchased | $ 3,100 | ||
Shares repurchased (in shares) | 1,396,158 |
Schedule I_ Condensed Financial
Schedule I: Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | |||||||
Total assets | $ 1,049,057 | $ 1,089,234 | $ 1,135,960 | $ 1,054,231 | $ 1,038,747 | ||
Current liabilities | |||||||
Accrued expenses and other current liabilities | 39,742 | 36,847 | 46,614 | 34,140 | 37,675 | ||
Total current liabilities | 515,639 | 522,840 | 489,376 | 402,351 | 363,122 | ||
Long-term debt | 425,310 | 425,012 | 416,568 | 415,002 | 414,585 | ||
Earnout liability, at fair value | 44 | 57 | 100 | 2,687 | 13,866 | ||
Private warrant liability, at fair value | 707 | 802 | 926 | 5,004 | 15,193 | ||
Total liabilities | 969,704 | 976,631 | 941,417 | 842,839 | 821,702 | ||
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 - 98,455,838 and 97,961,597, respectively | 10 | 10 | 10 | 10 | 10 | ||
Additional paid-in capital | 670,537 | 664,362 | 659,814 | 647,551 | 641,406 | ||
Accumulated other comprehensive loss | (6,171) | (6,571) | (4,559) | (2,774) | (259) | ||
Accumulated deficit | (585,023) | (545,198) | (460,722) | (433,395) | (424,112) | ||
Total stockholders' equity | 79,353 | 112,603 | 194,543 | 211,392 | 217,045 | $ 107,325 | $ (59,979) |
Total liabilities and stockholders' equity | 1,049,057 | $ 1,089,234 | $ 1,135,960 | $ 1,054,231 | 1,038,747 | ||
Parent | |||||||
Assets | |||||||
Investment in subsidiary | 497,535 | 661,619 | |||||
Total assets | 497,535 | 661,619 | |||||
Current liabilities | |||||||
Accrued expenses and other current liabilities | 939 | 930 | |||||
Total current liabilities | 939 | 930 | |||||
Long-term debt | 416,492 | 414,585 | |||||
Earnout liability, at fair value | 44 | 13,866 | |||||
Private warrant liability, at fair value | 707 | 15,193 | |||||
Total liabilities | 418,182 | 444,574 | |||||
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 - 98,455,838 and 97,961,597, respectively | 10 | 10 | |||||
Additional paid-in capital | 670,537 | 641,406 | |||||
Accumulated other comprehensive loss | (6,171) | (259) | |||||
Accumulated deficit | (585,023) | (424,112) | |||||
Total stockholders' equity | 79,353 | 217,045 | |||||
Total liabilities and stockholders' equity | $ 497,535 | $ 661,619 |
Schedule I_ Condensed Financi_2
Schedule I: Condensed Financial Information of Registrant - Condensed Balance Sheets - Parenthetical (Details) - $ / shares | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 |
Common stock, shares issued | 98,455,838 | 100,410,325 | 99,440,528 | 98,297,186 | 97,961,597 |
Common stock, shares outstanding | 98,455,838 | 99,440,528 | 98,297,186 | 97,961,597 | |
Parent | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||
Common stock, shares issued | 98,455,838 | 97,961,597 | |||
Common stock, shares outstanding | 98,455,838 | 97,961,597 |
Schedule I_ Condensed Financi_3
Schedule I: Condensed Financial Information of Registrant - Condensed Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Costs and Expenses: | ||||||||||
General and administrative | $ 30,259 | $ 25,257 | $ 28,405 | $ 26,699 | $ 55,103 | $ 80,360 | $ 110,619 | $ 85,795 | $ 28,199 | |
Operating loss | (33,795) | (82,918) | (31,678) | (28,656) | (60,334) | (143,252) | (177,047) | (83,365) | (42,231) | |
Other income (expense): | ||||||||||
Interest expense | (2,219) | (2,152) | (1,925) | (2,427) | (4,352) | (6,504) | (8,723) | (5,757) | (14,734) | |
Change in fair value of earnout liability | 13 | 43 | 2,587 | 11,179 | 13,766 | 13,809 | 13,822 | (18,519) | ||
Change in fair value of private warrant liability | 95 | 124 | 4,078 | 10,189 | 14,267 | 14,391 | 14,486 | (15,389) | 2,427 | |
Total other income (expense) | (1,104) | (1,581) | 4,821 | 19,194 | 24,014 | 22,434 | 21,330 | (33,514) | (13,490) | |
Loss before income taxes | (34,899) | (84,499) | (26,857) | (9,462) | (36,320) | (120,818) | (155,717) | (116,879) | (55,721) | |
Income tax benefit (expense) | (574) | 23 | (468) | 177 | (290) | (268) | (842) | 10,273 | 1,689 | |
Net loss | (35,473) | (84,476) | (27,325) | (9,285) | (36,610) | (121,086) | (156,559) | (106,606) | (54,032) | |
Other comprehensive (loss) income | 400 | (2,012) | (1,785) | (2,515) | (4,300) | (6,312) | ||||
Comprehensive loss | $ (35,073) | $ (86,488) | $ (29,110) | $ (11,800) | $ (40,910) | $ (127,398) | (162,471) | (106,865) | $ (54,032) | |
Parent | ||||||||||
Operating Costs and Expenses: | ||||||||||
General and administrative | $ 56 | 3,550 | 4,079 | |||||||
Operating loss | (56) | (3,550) | (4,079) | |||||||
Other income (expense): | ||||||||||
Interest expense | (5,412) | (1,573) | ||||||||
Change in fair value of earnout liability | 13,822 | (18,519) | ||||||||
Change in fair value of private warrant liability | 2,427 | 14,486 | (15,389) | |||||||
Equity in net income (loss) of subsidiary | 1,360 | (175,905) | (67,046) | |||||||
Total other income (expense) | 3,787 | (153,009) | (102,527) | |||||||
Loss before income taxes | 3,731 | (156,559) | (106,606) | |||||||
Income tax benefit (expense) | 0 | |||||||||
Net loss | 3,731 | (156,559) | (106,606) | |||||||
Other comprehensive (loss) income | (5,912) | (259) | ||||||||
Comprehensive loss | $ 3,731 | $ (162,471) | $ (106,865) |
Schedule I_ Condensed Financi_4
Schedule I: Condensed Financial Information of Registrant - Condensed Statements of Cashflows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net (loss) income | $ (9,284) | $ (36,610) | $ (121,086) | $ (156,559) | $ (106,606) | $ (54,032) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||||
Loss (gain) on remeasurement of private warrant liability | (14,486) | 15,389 | (2,427) | ||||
Loss (gain) on remeasurement of earnout liability | (13,822) | 18,519 | |||||
Interest expense (non-cash) | 2,270 | 2,387 | 7,488 | ||||
Change in operating assets and liabilities, net of acquisitions and divestitures | |||||||
Accrued expenses and other current liabilities | (4,034) | 1,005 | (8,001) | (6,519) | (15,981) | (15,946) | |
Net cash used in operating activities | (15,401) | (4,156) | (10,352) | (17,736) | (34,777) | (48,669) | |
Cash flows from investing activities: | |||||||
Net cash used in investing activities | (8,077) | (38,404) | (46,444) | (79,678) | (263,433) | (10,671) | |
Cash flows from financing activities: | |||||||
Proceeds from recapitalization and PIPE financing | 305,133 | ||||||
Distribution to stockholders | (30,000) | ||||||
Transaction costs - recapitalization | (262) | (5,652) | |||||
Capped call transactions | (52,913) | ||||||
Proceeds from exercises of warrants | 126,741 | ||||||
Income tax withholdings paid upon vesting of restricted stock units | (3,108) | (28,877) | |||||
Repurchase of stock | (1,813) | (42) | |||||
Net cash provided by financing activities | 1,721 | (155) | 8,998 | 1,227 | 415,549 | 259,614 | |
Net change in cash, cash equivalents, and restricted cash | (96,187) | 117,339 | 200,274 | ||||
Cash, cash equivalents, and restricted cash, beginning of period | $ 324,792 | $ 324,792 | $ 324,792 | 324,792 | 207,453 | 7,179 | |
Cash, cash equivalents, and restricted cash end of period | $ 207,453 | 228,605 | 324,792 | $ 207,453 | |||
Parent | |||||||
Cash flows from operating activities: | |||||||
Net (loss) income | 3,731 | (156,559) | (106,606) | ||||
Adjustments to reconcile net loss to net cash used in operating activities | |||||||
Equity in net loss of subsidiary | (1,360) | 175,905 | 67,046 | ||||
Loss (gain) on remeasurement of private warrant liability | (2,427) | (14,486) | 15,389 | ||||
Loss (gain) on remeasurement of earnout liability | (13,822) | 18,519 | |||||
Interest expense (non-cash) | 2,225 | 643 | |||||
Change in operating assets and liabilities, net of acquisitions and divestitures | |||||||
Accrued expenses and other current liabilities | (9) | 930 | |||||
Net cash used in operating activities | (56) | (6,746) | (4,079) | ||||
Cash flows from investing activities: | |||||||
Net (investment) return of capital in subsidiary | (269,425) | 10,551 | (458,697) | ||||
Net cash used in investing activities | (269,425) | 10,551 | (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 | 1,116 | 4,288 | |||||
Income tax withholdings paid upon vesting of restricted stock units | (3,108) | (28,877) | |||||
Repurchase of stock | (1,813) | ||||||
Net cash provided by financing activities | $ 269,481 | $ (3,805) | $ 462,776 |
Schedule I_ Condensed Financi_5
Schedule I: Condensed Financial Information of Registrant (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax benefit (expense) | $ (574) | $ 23 | $ (468) | $ 177 | $ (290) | $ (268) | $ (842) | $ 10,273 | $ 1,689 |
Parent | |||||||||
Income tax benefit (expense) | $ 0 |