Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
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 $0.0001 per share | |
Trading Symbol | PRCH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,186,767 | |
Entity Central Index Key | 0001784535 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 279,073 | $ 258,418 |
Accounts receivable, net | 20,801 | 24,288 |
Short-term investments | 31,175 | 35,588 |
Reinsurance balance due | 75,419 | 83,582 |
Prepaid expenses and other current assets | 16,666 | 13,214 |
Deferred policy acquisition costs | 20,422 | 27,174 |
Restricted cash and cash equivalents | 36,820 | 38,814 |
Total current assets | 480,376 | 481,078 |
Property, equipment, and software, net | 17,588 | 16,861 |
Goodwill | 191,907 | 191,907 |
Long-term investments | 102,941 | 103,588 |
Intangible assets, net | 82,505 | 87,216 |
Long-term insurance commissions receivable | 196 | 13,429 |
Other assets | 5,600 | 5,314 |
Total assets | 881,113 | 899,393 |
Current liabilities | ||
Accounts payable | 5,250 | 8,761 |
Accrued expenses and other current liabilities | 53,466 | 59,396 |
Deferred revenue | 215,771 | 248,683 |
Refundable customer deposits | 16,040 | 17,980 |
Current debt | 150 | 244 |
Losses and loss adjustment expense reserves | 112,560 | 95,503 |
Other insurance liabilities, current | 40,742 | 31,585 |
Total current liabilities | 443,979 | 462,152 |
Long-term debt | 432,082 | 435,495 |
Other liabilities | 48,910 | 37,429 |
Total liabilities | 924,971 | 935,076 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity (deficit) | ||
Common stock, $0.0001 par value: | 10 | 10 |
Additional paid-in capital | 696,240 | 690,223 |
Accumulated other comprehensive loss | (4,690) | (3,860) |
Accumulated deficit | (735,418) | (722,056) |
Total stockholders’ equity (deficit) | (43,858) | (35,683) |
Total liabilities and stockholders’ equity (deficit) | $ 881,113 | $ 899,393 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 97,900,000 | 97,100,000 |
Common stock, shares outstanding (in shares) | 97,900,000 | 97,100,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 115,443 | $ 87,369 |
Operating expenses: | ||
Cost of revenue | 75,844 | 51,275 |
Selling and marketing | 33,948 | 32,585 |
Product and technology | 13,920 | 13,950 |
General and administrative | 26,399 | 26,066 |
Impairment loss on intangible assets and goodwill | 0 | 2,021 |
Total operating expenses | 150,111 | 125,897 |
Operating loss | (34,668) | (38,528) |
Other income (expense): | ||
Interest expense | (10,787) | (2,188) |
Change in fair value of private warrant liability | (425) | 345 |
Change in fair value of derivatives | 1,483 | 0 |
Gain on extinguishment of debt | 4,891 | 0 |
Investment income and realized gains, net of investment expenses | 3,644 | 758 |
Other income, net | 22,678 | 762 |
Total other income (expense) | 21,484 | (323) |
Loss before income taxes | (13,184) | (38,851) |
Income tax benefit (provision) | (178) | 111 |
Net loss | (13,362) | (38,740) |
Other comprehensive income (loss): | ||
Change in net unrealized loss, net of tax | (830) | 875 |
Comprehensive loss | $ (14,192) | $ (37,865) |
Net loss per share - basic (Note 17) (in usd per share) | $ (0.14) | $ (0.41) |
Net loss per share - diluted (Note 17) (in usd per share) | $ (0.14) | $ (0.41) |
Weighted-average shares used in computing net loss attributable per share to common stockholders: | ||
Shares used in computing basic net loss per share (in shares) | 97,512,000 | 95,210,000 |
Shares used in computing diluted net loss per share (in shares) | 97,512,000 | 95,210,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2022 | 98,206,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 79,353 | $ 10 | $ 670,537 | $ (585,023) | $ (6,171) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (38,740) | (38,740) | |||
Other comprehensive income (loss), net of tax | 875 | 875 | |||
Stock-based compensation (in shares) | 295,000 | ||||
Stock-based compensation | 6,894 | 6,894 | |||
Exercise of stock options (in shares) | 5,000 | ||||
Exercise of stock options | 8 | 8 | |||
Income tax withholdings (in shares) | (92,000) | ||||
Income tax withholdings | (204) | (204) | |||
Repurchases of common stock (in shares) | (1,396,000) | ||||
Repurchases of common stock | (3,101) | (3,101) | |||
Proceeds from sale of common stock | 191 | 191 | |||
Ending balance (in shares) at Mar. 31, 2023 | 97,018,000 | ||||
Ending balance at Mar. 31, 2023 | 45,276 | $ 10 | 677,426 | (626,864) | (5,296) |
Beginning balance (in shares) at Dec. 31, 2023 | 97,061,000 | ||||
Beginning balance at Dec. 31, 2023 | (35,683) | $ 10 | 690,223 | (722,056) | (3,860) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (13,362) | (13,362) | |||
Other comprehensive income (loss), net of tax | (830) | (830) | |||
Stock-based compensation (in shares) | 620,000 | ||||
Stock-based compensation | 5,368 | 5,368 | |||
Exercise of stock options (in shares) | 243,000 | ||||
Exercise of stock options | 814 | 814 | |||
Income tax withholdings (in shares) | (55,000) | ||||
Income tax withholdings | (165) | (165) | |||
Ending balance (in shares) at Mar. 31, 2024 | 97,869,000 | ||||
Ending balance at Mar. 31, 2024 | $ (43,858) | $ 10 | $ 696,240 | $ (735,418) | $ (4,690) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (13,362) | $ (38,740) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||
Depreciation and amortization | 6,317 | 6,015 |
Impairment loss on intangible assets and goodwill | 0 | 2,021 |
Gain on extinguishment of debt | (4,891) | 0 |
Loss on divestiture of business | 5,244 | 0 |
Gain on settlement of contingent consideration | (14,930) | 0 |
Change in fair value of private warrant liability | 425 | (345) |
Change in fair value of contingent consideration | 1,051 | (154) |
Change in fair value of derivatives | (1,483) | 0 |
Stock-based compensation | 5,368 | 6,894 |
Non-cash interest expense | 10,434 | 1,534 |
Other | (799) | 508 |
Change in operating assets and liabilities, net of acquisitions and divestitures | ||
Accounts receivable | (439) | 2,619 |
Reinsurance balance due | 8,174 | 6,286 |
Deferred policy acquisition costs | 6,752 | (8,994) |
Accounts payable | (3,511) | (69) |
Accrued expenses and other current liabilities | 1,829 | 1,390 |
Losses and loss adjustment expense reserves | 17,057 | 14,895 |
Other insurance liabilities, current | 9,158 | 16,712 |
Deferred revenue | (33,017) | (24,100) |
Refundable customer deposits | (2,034) | (4,607) |
Other assets and liabilities, net | 11,122 | (3,896) |
Net cash provided by (used in) operating activities | 8,465 | (22,031) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (41) | (356) |
Capitalized internal use software development costs | (2,315) | (2,427) |
Purchases, maturities, sales of short-term and long-term investments | 4,705 | (390) |
Proceeds from sale of business | 10,348 | 0 |
Acquisitions, net of cash acquired | 0 | (1,974) |
Net cash provided by (used in) investing activities | 12,697 | (5,147) |
Cash flows from financing activities: | ||
Proceeds from advance funding | 0 | 313 |
Repayments of advance funding | 0 | (1,281) |
Repayments of principal | (3,150) | (499) |
Repurchase of stock | 0 | (5,608) |
Other | 649 | (199) |
Net cash used in financing activities | (2,501) | (7,274) |
Net change in cash and cash equivalents & restricted cash and cash equivalents | 18,661 | (34,452) |
Cash and cash equivalents & restricted cash and cash equivalents, beginning of period | 297,232 | 228,605 |
Cash and cash equivalents & restricted cash and cash equivalents, end of period | 315,893 | 194,153 |
Supplemental schedule of non-cash investing and financing activities | ||
Non-cash reduction of convertible notes | 5,000 | 0 |
Non-cash reduction in advanced funding arrangement obligations | 94 | 0 |
Supplemental disclosures | ||
Cash paid for interest | 969 | 1,796 |
Income tax refunds received (paid) | $ (174) | $ 2,380 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Other comprehensive loss, net of tax (benefit) expense | $ (0.1) | $ 0.2 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business Porch Group, Inc., together with its consolidated subsidiaries, (“Porch Group,” “Porch,” the “Company,” “we,” “our,” “us”) is a leading homeowners insurance and vertical software platform and is positioned to be the best partner to help homebuyers move, maintain, and fully protect their homes. We offer differentiated products and services, with homeowners insurance at the center of this relationship. We differentiate and look to win in the massive and growing homeowners insurance opportunity by 1) providing the best services for homebuyers, 2) led by advantaged underwriting in insurance, 3) to protect the whole home. As a leader in the home services software-as-a-service (“SaaS”) space, we’ve built deep relationships with approximately 30 thousand companies that are key to the home-buying transaction, such as home inspectors, mortgage companies, and title companies. These relationships provide us with early insights to United States (“U.S.”) homebuyers. In partnership with these companies, we have the ability to help simplify the move for consumers with services such as insurance, warranty, moving and more. We have two reportable segments that are also our operating segments: Vertical Software and Insurance. See Note 16, Segment Information, for additional information on our reportable segments. Through our vertical software products we have unique insights into the majority of U.S. properties. This data helps feed our insurance underwriting models, better understand risk, and create competitive differentiation in underwriting. We provide full protection for the home by including a variety of home warranty products alongside homeowners insurance. We are able to fill the gaps of protection for consumers, minimize surprises, and deepen our relationships and value proposition. Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of Porch Group, Inc., and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements and notes should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 15, 2024. The information as of December 31, 2023, included in the unaudited condensed consolidated balance sheets was derived from our audited consolidated financial statements. Certain prior period amounts have been reclassified to conform to the current year's presentation. The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are of a normal recurring nature) considered necessary to present fairly our financial position, results of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods and dates presented. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any other interim period or future year due to various factors such as management estimates and the seasonal nature of some portions of our insurance business. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported of certain assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from those estimates and assumptions. Concentrations Financial instruments which potentially subject us to credit risk consist principally of cash, money market accounts on deposit with financial institutions, money market funds, certificates of deposit, fixed-maturity securities, and receivable balances in the course of collection. Our insurance carrier subsidiary has exposure and remains liable in the event of insolvency of its reinsurers. Management and its reinsurance intermediary regularly assess the credit quality and ratings of its reinsurer counterparties. As of March 31, 2024, four reinsurers represented more than 10% individually, and 60% in the aggregate, of our total reinsurance balance due. Substantially all of our revenues in the Insurance segment are derived from customers in Texas (which represent approximately 72% of Insurance segment revenues in the three months ended March 31, 2024), South Carolina, North Carolina, Virginia, Arizona, and Illinois, which could be adversely affected by economic conditions, an increase in competition, local weather events, or environmental impacts and changes. No individual customer represented more than 10% of total revenue for the three months ended March 31, 2024 or 2023. As of March 31, 2024, and December 31, 2023, no individual customer accounted for 10% or more of total accounts receivable. As of March 31, 2024, we held approximately $280.1 million of cash with five U.S. commercial banks. Cash and Cash Equivalents & Restricted Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We maintain cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation. Restricted cash equivalents as of March 31, 2024, includes $27.7 million held by our captive reinsurance business as collateral for the benefit of Homeowners of America Insurance Company (“HOA”), $1.4 million held in certificates of deposits and money market mutual funds pledged to the Department of Insurance in certain states as a condition of our Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, $6.8 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in 21 states, and $1.0 million related to acquisition indemnifications. Restricted cash equivalents as of December 31, 2023, includes $28.3 million held by our captive reinsurance business as collateral for the benefit of HOA, $1.3 million held certificates of deposit and money market mutual funds pledged to the Department of Insurance in certain states as a condition of its Certificate of Authority for the purpose of meeting obligations to policyholders and creditors, $7.3 million in funds held for the payment of possible warranty claims as required under regulatory guidelines in 19 states, and $1.9 million related to acquisition indemnifications. The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the unaudited condensed consolidated statements of cash flows are as follows: March 31, 2024 December 31, 2023 Cash and cash equivalents $ 279,073 $ 258,418 Restricted cash and cash equivalents 36,820 38,814 Cash, cash equivalents, and restricted cash $ 315,893 $ 297,232 Accounts Receivable and Long-term Insurance Commissions Receivable Accounts receivable consist principally of amounts due from enterprise customers, other corporate partnerships, and individual policyholders. We estimate allowances for uncollectible receivables based on the creditworthiness of our customers, historical trend analysis, and macro-economic conditions. Consequently, an adverse change in those factors could affect our estimate of allowance for doubtful accounts. The allowance for uncollectible receivables at March 31, 2024, and December 31, 2023, was $0.6 million and $0.6 million, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. We record the amount of renewal insurance commissions expected to be collected in the next twelve months as current accounts receivable. Goodwill We test goodwill for impairment for each reporting unit on an annual basis or more frequently when events or changes in circumstances indicate the fair value of a reporting unit is below its carrying value. We have the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If we can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, we would not need to perform a quantitative impairment test. If we cannot support such a conclusion or we do not elect to perform the qualitative assessment, then we perform a quantitative assessment. If a quantitative goodwill impairment assessment is performed, we utilize a combination of market and income valuation approaches. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the reporting unit is less than its carrying value. We have selected October 1 as the date to perform annual impairment testing. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions to evaluate the impact of operating and macroeconomic changes on each reporting unit. The fair value of each reporting unit was estimated using a combination of income and market valuation approaches using publicly traded company multiples in similar businesses. Such fair value measurements are based predominately on Level 3 inputs. This analysis requires significant judgments including an estimate of future cash flows which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. Impairment of Long-Lived Assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Events that trigger a test for recoverability include a significant decrease in the market price for a long-lived asset, significant negative industry or economic trends, an accumulation of costs significantly in excess of the amount originally expected for the acquisition, a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset, or a sustained decrease in share price. When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group’s fair value is measured relying primarily on an income approach. An impairment charge is recognized for the amount by which the carrying value of the asset group exceeds its estimated fair value. Management identifies the asset group that includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows.. We estimate the fair value of an asset group using the income approach. Such fair value measurements are based predominately on Level 3 inputs. Inherent in our development of cash flow projections are assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and cost of capital, similar to those a market participant would use to assess fair value. We also make certain assumptions about future economic conditions and other data. Many of these factors used in assessing fair value are outside the control of management and these assumptions and estimates may change in future periods. Deferred Policy Acquisition Costs We capitalize deferred policy acquisitions costs (“DAC”) which consist primarily of commissions, premium taxes and policy underwriting and production expenses that are directly related to the successful acquisition by our insurance company subsidiary of new or renewal insurance contracts. DAC are amortized on a straight-line basis over the terms of the policies to which they relate, which is generally one year. DAC is also reduced by ceding commissions paid by reinsurance companies which represent recoveries of acquisition costs. DAC is periodically reviewed for recoverability and adjusted if necessary. Future investment income is considered in determining the recoverability of DAC. Amortized deferred acquisition costs included in selling and marketing expense, amounted to $13.2 million and $9.3 million, for the three months ended March 31, 2024 and 2023, respectively. Expected Credit Losses We regularly review our individual investment securities for factors that may indicate that a decline in fair value of an investment has resulted from an expected credit loss, including: • the financial condition and 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 • our intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs. Fair Value of Financial Instruments Fair value principles require disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows: Level 1 Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date; Level 2 Observable inputs, other than 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. Other Insurance Liabilities, Current The following table details the components of other insurance liabilities, current, on the unaudited condensed consolidated balance sheets: March 31, 2024 December 31, 2023 Ceded reinsurance premiums payable $ 15,585 $ 10,500 Commissions payable, reinsurers and agents 4,410 4,650 Advance premiums 9,765 5,975 Funds held under reinsurance treaty 9,349 9,820 General and accrued expenses payable 1,633 640 Other insurance liabilities, current $ 40,742 $ 31,585 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 2. Revenue Disaggregation of Revenue Total revenues consisted of the following: Three Months Ended March 31, 2024 2023 Vertical Software segment Software and service subscriptions $ 16,936 $ 16,809 Move-related transactions 6,474 7,769 Post-move transactions 4,085 4,049 Total Vertical Software segment revenue 27,495 28,627 Insurance segment Insurance and warranty premiums, commissions and policy fees (1) 87,948 58,742 Total Insurance segment revenue 87,948 58,742 Total revenue $ 115,443 $ 87,369 ______________________________________ (1) Revenue recognized during the three months ended March 31, 2024 and 2023, includes revenue of $83.4 million and $51.0 million, respectively, which is accounted for separately from the revenue from contracts with customers. 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 March 31, 2024, and December 31, 2023. Contract Assets - Insurance Commissions Receivable A summary of the activity impacting the contract assets during the three months ended March 31, 2024, is presented below: Contract Assets Balance at December 31, 2023 $ 17,393 Estimated lifetime value of commissions on insurance policies sold by carriers 159 Cash receipts (262) Sale of business (Note 15) (16,982) Balance at March 31, 2024 $ 308 As of March 31, 2024, and December 31, 2023, $0.1 million and $4.0 million, respectively, of contract assets were expected to be collected within the immediately following 12 months and therefore were included in current accounts receivable on the unaudited condensed consolidated balance sheets. The remaining $0.2 million and $13.4 million as of March 31, 2024, and December 31, 2023, respectively, of contract assets are expected to be collected after the immediately following 12 months and were included in long-term insurance commissions receivable on the unaudited condensed consolidated balance sheets. Deferred Revenue A summary of the activity impacting Vertical Software segment deferred revenue balances during the three months ended March 31, 2024, is presented below: Balance at December 31, 2023 $ 3,715 Revenue recognized (4,590) Additional amounts deferred 5,481 Balance at March 31, 2024 $ 4,606 Revenue recognized for performance obligations satisfied during the three months ended March 31, 2024, includes $3.7 million that was included in the deferred revenue balances as of December 31, 2023. Deferred revenue on the unaudited condensed consolidated balance sheet as of March 31, 2024, and December 31, 2023, includes $211.2 million and $245.0 million, respectively, of deferred revenue related to the Insurance segment. The portion of insurance premiums related to the unexpired term of policies in force as of the end of the reporting period and to be earned over the remaining term of these policies is deferred and reported as deferred revenue. Remaining Performance Obligations The amount of the transaction price allocated to performance obligations to be satisfied at a later date, which is not recorded in the unaudited condensed consolidated balance sheets, is immaterial as of March 31, 2024, and December 31, 2023. We have applied the practical expedients not to present unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which we recognize revenue at the amount which we have the right to invoice for services performed. 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 March 31, 2024, we had $16.0 million, $3.8 million and $2.8 million of refundable customer deposits, deferred revenue, and non-current deferred revenue, respectively. At December 31, 2023, we had $17.9 million, $3.9 million and $2.9 million of refundable customer deposits, deferred revenue and non-current deferred revenue, respectively. For the three months ended March 31, 2024 and 2023, we incurred $1.6 million and $1.2 million, respectively, in expenses related to warranty claims. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2024 | |
Investments [Abstract] | |
Investments | Note 3. Investments The following table summarizes investment income and realized gains and losses on investments during the periods presented. Three Months Ended March 31, 2024 2023 Investment income, net of investment expenses $ 3,664 $ 825 Realized gains on investments 14 4 Realized losses on investments (34) (71) Investment income and realized gains, net of investment expenses $ 3,644 $ 758 The following tables summarize the amortized cost, fair value, and unrealized gains and losses of investment securities. March 31, 2024 Amortized Cost Gross Unrealized Fair Value Gains Losses U.S. Treasuries $ 36,212 $ 21 $ (414) $ 35,819 Obligations of states, municipalities and political subdivisions 19,481 52 (988) 18,545 Corporate bonds 54,417 209 (2,213) 52,413 Residential and commercial mortgage-backed securities 25,217 54 (1,098) 24,173 Other loan-backed and structured securities 3,428 12 (274) 3,166 Total investment securities $ 138,755 $ 348 $ (4,987) $ 134,116 December 31, 2023 Amortized Cost Gross Unrealized Fair Value Gains Losses U.S. Treasuries $ 43,931 $ 95 $ (330) $ 43,696 Obligations of states, municipalities and political subdivisions 18,281 100 (961) 17,420 Corporate bonds 51,678 430 (2,067) 50,041 Residential and commercial mortgage-backed securities 25,452 153 (1,004) 24,601 Other loan-backed and structured securities 3,694 13 (289) 3,418 Total investment securities $ 143,036 $ 791 $ (4,651) $ 139,176 The amortized cost and fair value of securities at March 31, 2024, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. March 31, 2024 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 30,358 $ 30,229 Due after one year through five years 44,282 43,258 Due after five years through ten years 25,697 23,964 Due after ten years 9,773 9,326 Residential and commercial mortgage-backed securities 25,217 24,173 Other loan-backed and structured securities 3,428 3,166 Total $ 138,755 $ 134,116 Investments as of March 31, 2024, include $37.5 million of investments held by our captive reinsurance businesses as collateral for the benefit of HOA. Of this amount, $3.3 million is classified as short-term investments, and $34.3 million is classified as long-term investments. Securities with gross unrealized loss position, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows: Less Than Twelve Months Twelve Months or Greater Total As of March 31, 2024 Gross Fair Gross Fair Gross Fair U.S. Treasuries $ (358) $ 33,077 $ (56) $ 526 $ (414) $ 33,603 Obligations of states, municipalities and political subdivisions (839) 10,400 (149) 1,607 (988) 12,007 Corporate bonds (1,859) 27,414 (354) 4,590 (2,213) 32,004 Residential and commercial mortgage-backed securities (692) 13,523 (406) 2,964 (1,098) 16,487 Other loan-backed and structured securities (267) 2,565 (7) 51 (274) 2,616 Total securities $ (4,015) $ 86,979 $ (972) $ 9,738 $ (4,987) $ 96,717 Less Than Twelve Months Twelve Months or Greater Total As of December 31, 2023 Gross Fair Gross Fair Gross Fair U.S. Treasuries $ (280) $ 12,345 $ (50) $ 515 $ (330) $ 12,860 Obligations of states, municipalities and political subdivisions (813) 8,445 (148) 1,639 (961) 10,084 Corporate bonds (1,698) 21,104 (369) 4,677 (2,067) 25,781 Residential and commercial mortgage-backed securities (621) 8,673 (383) 3,072 (1,004) 11,745 Other loan-backed and structured securities (281) 2,790 (8) 52 (289) 2,842 Total securities $ (3,693) $ 53,357 $ (958) $ 9,955 $ (4,651) $ 63,312 At March 31, 2024, and December 31, 2023, there were 475 and 410 securities, respectively, in an unrealized loss position. Of these securities, 81 had been in an unrealized loss position for 12 months or longer as of March 31, 2024. We believe there were no fundamental issues such as credit losses or other factors with respect to any of our available-for-sale securities. The unrealized losses on investments in fixed-maturity securities were caused primarily by interest rate changes. We expect that the securities will not be settled at a price less than par value of the investments. Because the declines in fair value are attributable to changes in interest rates or market conditions and not credit quality, and because we have the ability and intent to hold our available-for-sale investments until a market price recovery or maturity, we do not consider any of our investments to have any decline in fair value due to expected credit losses at March 31, 2024. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 4. Fair Value The following tables summarize the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis. Fair Value Measurement as of March 31, 2024 Level 1 Level 2 Level 3 Total Assets Money market mutual funds $ 158,354 $ — $ — $ 158,354 Debt securities: U.S. Treasuries 35,819 — — 35,819 Obligations of states, municipalities and political subdivisions — 18,545 — 18,545 Corporate bonds — 52,413 — 52,413 Residential and commercial mortgage-backed securities — 24,173 — 24,173 Other loan-backed and structured securities — 3,166 — 3,166 $ 194,173 $ 98,297 $ — $ 292,470 Liabilities Contingent consideration - business combinations (1) $ — $ — $ 4,576 $ 4,576 Private warrant liability — — 1,576 1,576 Embedded derivatives — — 26,648 26,648 $ — $ — $ 32,800 $ 32,800 Fair Value Measurement as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Money market mutual funds $ 165,744 $ — $ — $ 165,744 Debt securities: U.S. Treasuries 43,696 — — 43,696 Obligations of states, municipalities and political subdivisions — 17,420 — 17,420 Corporate bonds — 50,041 — 50,041 Residential and commercial mortgage-backed securities — 24,601 — 24,601 Other loan-backed and structured securities — 3,418 — 3,418 $ 209,440 $ 95,480 $ — $ 304,920 Liabilities Contingent consideration - business combinations (2) $ — $ — $ 18,455 $ 18,455 Private warrant liability — — 1,151 1,151 Embedded derivatives — — 28,131 28,131 $ — $ — $ 47,737 $ 47,737 ______________________________________ (1) The Condensed Consolidated Balance Sheets include $1.3 million in accrued expenses and other current liabilities and $3.3 million in other liabilities as of March 31, 2024, for contingent consideration related to business combinations. (2) The Condensed Consolidated Balance Sheets include $14.8 million in accrued expenses and other current liabilities and $3.7 million in other liabilities as of December 31, 2023, for contingent consideration related to business combinations. 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. We have reviewed these prices for reasonableness and have not adjusted any prices received from the independent provider. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1 and Level 2. Contingent Consideration – Business Combinations As part of the acquisition of Floify, LLC (“Floify”) in October 2021, we issued shares as partial closing consideration to the sellers of Floify and guaranteed that the value of those shares would equal or exceed 200% of such price on or prior to December 31, 2024 (the “True-Up Obligation”). The True-Up Obligation could be settled at our option in cash, Porch common stock, or a combination thereof. On March 27, 2024, we entered into a settlement agreement and mutual release of claims with the sellers of Floify to settle a post-closing dispute. As part of the of this agreement, the sellers of Floify agreed to terminate the True-Up Obligation in full and released from restriction approximately $0.9 million of escrowed cash to us. We estimated the fair value of the True-Up Obligation as of the settlement date using the Monte Carlo simulation method. The fair value is based on the simulated market price of our common stock over the maturity date of the True-Up Obligation. As of March 27, 2024, the key inputs used to determine the fair value of $14.9 million included the stock price of $4.13, strike price of $36.00, discount rate of 23.6% and volatility of 95%. Subsequent to the valuation, we recognized a gain on settlement in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss equal to the fair value of $14.9 million. As of December 31, 2023, the key inputs used in the determination of the fair value of $14.0 million included the stock price of $3.08, strike price of $36.00, discount rate of 27.9% and volatility of 90%. We estimated the fair value of the business combination contingent consideration based on specific metrics related to the acquisition of Residential Warranty Services (“RWS”) in April 2022, using the discounted cash flow method. The fair value is based on a percentage of revenue over the maturity date of the contingent consideration. As of March 31, 2024, the key inputs used to determine the fair value of $4.6 million were management’s cash flow estimates and the discount rate of 17%. As of December 31, 2023, the key inputs used to determine the fair value of $4.4 million were management’s cash flow estimates and the discount rate of 17%. Private Warrants We estimated the fair value of the private warrants using the Black-Scholes-Merton option pricing model. As of March 31, 2024, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 88%, remaining contractual term of 1.73 years, and stock price of $4.31. As of December 31, 2023, the key inputs used to determine the fair value included exercise price of $11.50, expected volatility of 95%, remaining contractual term of 1.98 years, and stock price of $3.08. Embedded Derivatives In connection with the issuance of senior secured convertible notes in April 2023 (see Note 7) and in accordance with Accounting Standards Codification 815-15, Derivatives and Hedging – Embedded Derivatives, certain features of the senior secured convertible notes were bifurcated and accounted for separately from the notes. The following features are recorded as derivatives. • Repurchase option. If more than $30 million aggregate principal amount of the 2026 Notes remains outstanding on June 14, 2026, the 2028 Note holders have the right to require us to repurchase for cash on June 15, 2026, all or any portion of their 2028 Notes, in principal amounts of one thousand dollars or an integral number thereof, at a repurchase price equal to 106.5% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. • Fundamental change option. If we undergo a fundamental change, as defined in the indenture governing the 2028 Notes and subject to certain conditions, holders of the 2028 Notes have the right to require us to repurchase for cash all or any portion of their 2028 Notes, in principal amounts of one thousand dollars or an integral multiple thereof, at a repurchase price equal to 105.25% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. A fundamental change includes events such as a change in control, recapitalization, liquidation, dissolution, or delisting. • Asset sale repurchase option. If we sell assets and receive net cash proceeds of $2.5 million in excess of the Asset Sale Threshold (as defined below) (such excess net cash proceeds, the “Excess Proceeds”), we must offer to all holders of 2028 Notes to repurchase their 2028 Notes for an aggregate amount of cash equal to 50% of such Excess Proceeds at a repurchase price per 2028 Note equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the relevant purchase date, if any. “Asset Sale Threshold” means $20.0 million in the aggregate, provided that on and after the date on which the cumulative net cash proceeds received by the Company and its restricted subsidiaries from the sale of assets after April 20, 2023, exceeds $20.0 million in the aggregate, the “Asset Sale Threshold” means $0. The inputs for determining fair value of the embedded derivatives are classified as Level 3 inputs. Level 3 fair value is based on unobservable inputs based on the best information available. These inputs include the probabilities of scenarios related to a repurchase, a fundamental change, and qualifying asset sales, ranging from 3% to 29%. Level 3 Rollforward Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value, and such changes could result in a significant increase or decrease in the fair value. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Contingent Consideration - Business Combinations Embedded Derivatives Private Warrant Liability Fair value as of December 31, 2023 $ 18,455 $ 28,131 $ 1,151 Settlements (14,930) — — Change in fair value, loss (gain) included in net loss (1) 1,051 (1,483) 425 Fair value as of March 31, 2024 $ 4,576 $ 26,648 $ 1,576 Contingent Consideration - Business Combinations Contingent Consideration - Earnout Private Warrant Liability Fair value as of December 31, 2022 $ 24,546 $ 44 $ 707 Settlements (194) — — Change in fair value, loss (gain) included in net loss (1) (154) — (345) Fair value as of March 31, 2023 $ 24,198 $ 44 $ 362 ______________________________________ (1) Changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Changes in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations. Changes in the fair value of the embedded derivatives are included in change in fair value of derivatives in the unaudited condensed consolidated statements of operations. Fair Value Disclosure As of March 31, 2024, and December 31, 2023, the fair value of the 2026 Notes (see Note 7) was $78.0 million and $73.1 million, respectively. The increase of $4.9 million is primarily due to the increase in the stock price at March 31, 2024, as compared to December 31, 2023. As of March 31, 2024, and December 31, 2023, the fair value of the 2028 Notes (see Note 7) was $227.5 million and $196.7 million, respectively. The increase of $30.8 million is primarily due to the increase in the stock price at March 31, 2024, as compared to December 31, 2023. The fair values of the line of credit, advance funding arrangement and other notes approximate the unpaid principal balance. All debt, other than the convertible notes which are Level 2, is considered a Level 3 measurement. |
Property, Equipment, and Softwa
Property, Equipment, and Software | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment, and Software | Note 5. Property, Equipment, and Software Property, equipment, and software, net, consists of the following: March 31, December 31, Software and computer equipment $ 8,247 $ 8,340 Furniture, office equipment, and other 1,537 1,573 Internally developed software 25,428 24,526 Leasehold improvements 1,176 1,176 36,388 35,615 Less: Accumulated depreciation and amortization (18,800) (18,754) Property, equipment, and software, net $ 17,588 $ 16,861 Depreciation and amortization expense related to property, equipment, and software was $1.6 million and $1.2 million for the three months ended March 31, 2024 and 2023, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 6. Intangible Assets and Goodwill Intangible Assets Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and impairment. The following tables summarize intangible asset balances. As of March 31, 2024 Weighted Intangible Accumulated Intangible Customer relationships 9.0 $ 69,026 $ (25,999) $ 43,027 Acquired technology 5.0 28,001 (15,861) 12,140 Trademarks and tradenames 11.0 23,443 (7,207) 16,236 Non-compete agreements 5.0 301 (152) 149 Renewal rights 6.0 9,734 (3,741) 5,993 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 135,465 $ (52,960) $ 82,505 As of December 31, 2023 Weighted Intangible Accumulated Intangible Customer relationships 8.0 $ 69,504 $ (24,153) $ 45,351 Acquired technology 5.0 36,041 (22,358) 13,683 Trademarks and tradenames 11.0 23,443 (6,701) 16,742 Non-compete agreements 3.0 616 (455) 161 Value of business acquired 1.0 400 (400) — Renewal rights 6.0 9,734 (3,415) 6,319 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 144,698 $ (57,482) $ 87,216 The aggregate amortization expense related to intangibles was $4.7 million and $4.9 million for the three months ended March 31, 2024 and 2023, respectively. Goodwill The goodwill balance at March 31, 2024, and December 31, 2023, was $191.9 million and is entirely included in our Vertical Software segment. We had no changes in the carrying amount of goodwill for the three months ended March 31, 2024. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt The following tables summarize outstanding debt as of March 31, 2024, and December 31, 2023. Principal Unaccreted Debt Carrying Convertible senior notes, due 2026 $ 217,000 $ — $ (2,903) $ 214,097 Convertible senior notes, due 2028 333,334 (111,191) (4,149) 217,994 Other notes 150 (9) — 141 Balance as of March 31, 2024 $ 550,484 $ (111,200) $ (7,052) $ 432,232 Principal Unaccreted Debt Carrying Convertible senior notes, due 2026 $ 225,000 $ — $ (3,311) $ 221,689 Convertible senior notes, due 2028 333,334 (115,353) (4,312) 213,669 Advance funding arrangement 94 — — 94 Other notes 300 (13) — 287 Balance as of December 31, 2023 $ 558,728 $ (115,366) $ (7,623) $ 435,739 Convertible Senior Notes Interest expense recognized related to the 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”) was approximately $0.7 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively, and includes contractual interest expense and amortization of debt issuance costs. The effective interest rate for the 2026 Notes is 1.3%. Interest expense recognized related to the 6.75% Convertible Senior Notes due 2028 (the “2028 Notes”) was approximately $9.9 million and zero for the three months ended March 31, 2024 and 2023, respectively. Interest expense includes $5.6 million contractual interest expense and $4.3 million amortization of debt issuance costs and discount for the three months ended March 31, 2024. The effective interest rate for the 2028 Notes is 17.9%. For the three months ended March 31, 2024, we capitalized $0.1 million of interest expense on the 2028 Notes related to ongoing internally developed software projects. In February 2024, we repurchased $8.0 million aggregate principal amount of our 2026 Notes. We paid $3.0 million, or 37.5% of par value, plus accrued interest. We recognized a $4.9 million gain on extinguishment of debt, calculated as the difference between the reacquisition price and the net carrying amount of the portion of the 2026 Notes that was extinguished. Advance Funding Arrangement For certain home warranty contracts, we participated in financing arrangements with third-party financers that provided us with the contract premium upfront, less a financing fee. Third-party financers collect installment payments from the warranty contract customer which satisfy our repayment obligation over a portion of the contract term. We remain obligated to repay the third-party financer if a customer cancels its warranty contract prior to full repayment of the advance funding amount we received. As part of the arrangement, we paid financing fees, which were collected by the third-party financers upfront and were initially recognized as a debt discount. Financing fees were amortized as interest expense under the effective interest method. The implied interest rate varied per contract and was generally approximately 14% of total funding received. As of March 31, 2024, our obligation was completely satisfied with the third-party financers, we had no outstanding balance. |
Stockholders' Equity and Warran
Stockholders' Equity and Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Warrants | Note 8. Stockholders' Equity and Warrants Common Shares Outstanding and Common Stock Equivalents The following table summarizes our fully diluted capital structure. March 31, December 31, Issued and outstanding common shares 97,869 97,061 Common shares reserved for future issuance: Private warrants 1,796 1,796 Stock options (Note 9) 3,382 3,642 Restricted and performance stock units and awards (Note 9) 11,089 12,065 2020 Equity Plan pool reserved for future issuance (Note 9) 13,270 8,009 Convertible senior notes, due 2026 (1) 8,679 8,999 Convertible senior notes, due 2028 13,332 13,332 Contingently issuable shares in connection with acquisitions (2) — 5,908 Total shares of common stock outstanding and reserved for future issuance 149,417 150,812 ______________________________________ (1) In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 6 million potentially dilutive shares instead of the shares reported in this table as of March 31, 2024. (2) In connection with the acquisition of Floify, we issued shares as partial closing consideration and guaranteed that the value of those shares would equal or exceed 200% of such price on or prior to December 31, 2024. If the value of those shares did not equal or exceed 200% of their value, we would have been obligated to settle any differences in cash, Porch common stock, or combination thereof. On March 27, 2024, we entered into a settlement agreement to settle a post-closing dispute. As part of this agreement, the sellers of Floify agreed to terminate this obligation in full. Warrants There was no activity related to private warrants during the three months ended March 31, 2024 and 2023. As of March 31, 2024, and December 31, 2023, there were 1.8 million private warrants outstanding for 11.5 million common shares. These private warrants are liability classified financial instruments measured at fair value, with periodic changes in fair value recognized through earnings and are included in “change in fair value of private warrant liability” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 4 for more information. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 9. Stock-Based Compensation The following table summarizes the classification of stock-based compensation expense in the unaudited condensed consolidated statements of operations. Three Months Ended March 31, 2024 2023 Selling and marketing $ 694 $ 1,045 Product and technology 1,095 1,449 General and administrative 3,579 4,400 Total stock-based compensation expense $ 5,368 $ 6,894 Under our 2020 Stock Incentive Plan, employees, directors and consultants are eligible for grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and other stock awards, collectively referred to as “Equity Awards.” The following table summarizes Equity Award activity for the three months ended March 31, 2024: Number of Number of Number of Balances as of December 31, 2023 3,642 8,310 3,754 Granted — 149 — Vested (620) — Exercised (243) — — Forfeited, canceled or expired (17) (504) — Balances as of March 31, 2024 3,382 7,335 3,754 |
Reinsurance
Reinsurance | 3 Months Ended |
Mar. 31, 2024 | |
Reinsurance Disclosures [Abstract] | |
Reinsurance | Note 10. Reinsurance 2023 Program Our third-party quota share reinsurance program is split into three separate placements to maximize coverage and cost efficiency. The Coastal Program covers our business in certain Texas coastal regions and the Houston metropolitan area and is placed at 42% of subject property and casualty losses (“P&C losses”), as well as all business in South Carolina which is placed at 7% of P&C losses. The Core Program, which covers the portion of our business not in the Coastal Program, is placed at 9.5% of P&C losses of our remaining business in Texas and 8% of P&C losses of our business in other states. In addition, the Combined Program covers all of our business and is placed at 5% of P&C losses. All programs are effective for the period January 1, 2023, through December 31, 2023, or March 31, 2024, and are subject to certain limits and exclusions, which vary by participating reinsurer. Property catastrophe excess of loss treaties were placed on April 1, 2023, and were updated in August 2023 after the events described in the “Terminated Reinsurance Contract 2024 Program As of April 1, 2024, our quota share program will consist of one combined program covering all of our business in all states and is placed at 27.5% of P&C losses. All programs are effective for the period April 1, 2024, through March 31, 2025, and are subject to certain limits and exclusions, which vary by participating reinsurer. Coverage for catastrophe events starts immediately within the quota share contracts and at $45.0 million per occurrence within the property catastrophe excess of loss treaties placed on April 1, 2024. Losses are shared at various levels up to $75.0 million. Over $75.0 million losses are covered up to a loss of $465.0 million. We also place reinstatement premium protection to cover any reinstatement premiums due on the first five layers. Reinsurance Impact The effects of reinsurance on premiums written and earned for the three months ended March 31, 2024 and 2023, were as follows: Three Months Ended March 31, 2024 2023 Written Earned Written Earned Direct premiums $ 75,104 $ 108,588 $ 96,873 $ 114,824 Ceded premiums (30,329) (36,363) 2,266 (74,674) Net premiums $ 44,775 $ 72,225 $ 99,139 $ 40,150 The effects of reinsurance on incurred losses and loss adjustment expense (“LAE”) for the three months ended March 31, 2024 and 2023, were as follows: Three Months Ended March 31, 2024 2023 Direct losses and LAE $ 79,416 $ 90,015 Ceded losses and LAE (10,483) (47,156) Net losses and LAE $ 68,933 $ 42,859 The detail of reinsurance balances due is as follows: March 31, December 31, Ceded unearned premium $ 41,899 $ 50,697 Losses and LAE reserve 18,556 19,911 Reinsurance recoverable 14,637 12,629 Other 327 345 Reinsurance balance due $ 75,419 $ 83,582 Terminated Reinsurance Contract During the second quarter of 2023, HOA discovered that Vesttoo Ltd (“Vesttoo”), which arranged capital for one of our reinsurance contracts, faced allegations of fraudulent activity in connection with collateral it provided to HOA and certain other third parties, which allegations have since been confirmed. We have communicated and met with regulators and other key stakeholders regarding the evolving situation. This reinsurance agreement provided partial quota share coverage as well as up to approximately $175 million in a catastrophic event. As a result of its findings, and in accordance with the terms of the reinsurance agreement, HOA terminated the associated contract on August 4, 2023, with an effective date of July 1, 2023. Had the contract not been terminated, the contract would have expired on December 31, 2023, and HOA would have been contracted to pay approximately $20 million in additional premium payments during July through December 2023. Following the effective date of the termination, HOA seized available liquid collateral in the amount of approximately $47.6 million from a reinsurance trust, of which HOA was the beneficiary and recognized a charge of $36.0 million in provision for doubtful accounts in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023. In addition, HOA is evaluating and intends to pursue all available legal claims and remedies to enforce its rights under the letter of credit required by the reinsurance agreement in the amount of $300 million as additional collateral. We are also seeking recovery of all losses and damages incurred as a result of terminating the reinsurance agreement due to allegations of fraudulent activity by third parties. On January 19, 2024, we entered into a five -year business collaboration agreement with Aon Corp. and Aon Re, Inc. ("Aon") , resulting in payments to us of approximately $25 million in January 2024 and additional cash payments through the end of the contract term. Of the cash payments that we have or will receive through the end of the contract term, $8.7 million is non-refundable and immediately recognized in other income, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. A portion of the remaining amount is potentially refundable to Aon if we breach the agreement, including if we directly or indirectly place reinsurance with brokers unaffiliated with Aon, subject to customary cure rights. The remaining amount will be recognized in other income, net, over the term of the agreement. As part of this agreement, Aon and Porch also signed a mutual release of claims arising from the Vesttoo fraud. Porch has not r eleased any claims against non-Aon parties related to these matters and intends to vigorously pursue recovery. In addition to this arrangement, we have also received cash recoveries from other parties in the amount of $3.0 million during the three months ended March 31, 2024. |
Unpaid Losses and Loss Adjustme
Unpaid Losses and Loss Adjustment Reserve | 3 Months Ended |
Mar. 31, 2024 | |
Liability for Claims and Claims Adjustment Expense [Abstract] | |
Unpaid Losses and Loss Adjustment Reserve | Note 11. Unpaid Losses and Loss Adjustment Reserve The following table summarizes the changes in the reserve balances for unpaid losses and LAE, gross of reinsurance, for the three months ended March 31, 2024: Reserve for unpaid losses and LAE at December 31, 2023 $ 95,503 Reinsurance recoverables on losses and LAE at December 31, 2023 (19,808) Reserve for unpaid losses and LAE reserve, net of reinsurance recoverables at December 31, 2023 75,695 Add provisions (reductions) for losses and LAE occurring in: Current year 67,135 Prior years 1,798 Net incurred losses and LAE during the current year 68,933 Deduct payments for losses and LAE occurring in: Current year (19,242) Prior years (1) (31,382) Net claim and LAE payments during the current year (50,624) Reserve for losses and LAE, net of reinsurance recoverables at March 31, 2024 94,004 Reinsurance recoverables on losses and LAE at March 31, 2024 (18,556) Reserve for unpaid losses and LAE at March 31, 2024 $ 112,560 ______________________________________ (1) Also includes certain charges related to Vesttoo (see Note 10). As a result of additional information on claims occurring in prior years becoming available to management, changes in estimates of provisions of losses and loss adjustment expenses were made resulting in an increase of $1.8 million for the three months ended March 31, 2024. |
Other Income (Expense), Net
Other Income (Expense), Net | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | Note 12. Other Income (Expense), Net The following table details the components of other income, net, on the Condensed Consolidated Statements of Operations and Comprehensive Loss: Three Months Ended March 31, 2024 2023 Interest income $ 434 $ 720 Gain on settlement of contingent consideration 14,930 — Loss on sale of business (5,244) — Recoveries of losses on reinsurance contracts 12,570 — Other, net (12) 42 Other income, net $ 22,678 $ 762 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes Benefit (provision) for income taxes for the three months ended March 31, 2024, and 2023, were $(0.2) million and $0.1 million, respectively, and the effective tax rates for these periods were (1.4)% and 0.3%, respectively. The difference between our effective tax rates for the 2024 and 2023 periods and the U.S. statutory rate of 21% was primarily due to a full valuation related to our net deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies From time to time we are or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, we are unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities we have recorded in the financial statements covering these matters. We review our estimates periodically and make adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. Cases under Telephone Consumer Protection Act Porch and/or an acquired entity, GoSmith.com, are party to a legal proceeding alleging violations of the automated calling and/or internal and National Do Not Call restrictions of the Telephone Consumer Protection Act of 1991 and a related Washington state law claim. The proceedings were commenced as thirteen separate mass tort actions brought by a single plaintiffs’ law firm in December 2019 and April/May 2020 in federal district courts throughout the United States. One of the actions was dismissed with prejudice and appealed to the Ninth Circuit Court of Appeals. While the appeal was pending, the remaining cases were consolidated in the United States District Court for the Western District of Washington, where Porch resides. On October 12, 2022, in a split decision, the Ninth Circuit Court of Appeals reversed. Following remand, that case was also consolidated with the Western District of Washington action. Plaintiffs then filed a motion for leave to file a second amended complaint, which was granted in part and denied in part. The Second Amended Complaint was filed in July 2023. In September 2023, Defendants filed a Motion to Strike the Second Amended Complaint; this motion was denied. Defendants’ Motion to Dismiss was filed on February 15, 2024 and is fully briefed and awaiting a decision. The parties’ filed a required Joint Status Report and Discovery Plan on February 16, 2024. Discovery is stayed until Defendants’ Motion to Dismiss is decided. Plaintiffs seek actual, statutory, and/or treble damages, injunctive relief, and reasonable attorneys’ fees and costs. The action is at an early stage in the litigation process. It is not possible to determine the likelihood of an unfavorable outcome of these disputes, although it is reasonably possible that the outcome of these actions may be unfavorable. Further, it is not possible to estimate the range or amount of potential loss (if the outcome should be unfavorable). We intend to contest this case vigorously. Other In addition, in the ordinary course of business, we and our subsidiaries are (or may become) parties to litigation involving property, personal injury, contract, intellectual property and other claims, as well as stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. Although the results of legal proceedings and claims cannot be predicted with certainty, neither we nor any of our subsidiaries are 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. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Business Disposition | Note 15. Business Disposition On January 31, 2024, we sold our insurance agency, Elite Insurance Group (“EIG”). The estimated price is $12.2 million of which we have received $10.3 million in cash and recorded a receivable of $1.8 million as of March 31, 2024. We recorded an estimated loss of $5.2 million in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The final price and amount of loss on sale will be determined after post-closing adjustments have been finalized, which is expected to occur in the second quarter of 2024. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16. Segment Information We have two reportable segments that are also our operating segments: Vertical Software and Insurance. Reportable segments were identified based on how the chief operating decision-maker (“CODM”) manages the business, makes operating decisions, and evaluates operating and financial performance. Our chief executive officer acts as the CODM and reviews financial and operational information for our reportable segments. Operating segments are components of an enterprise for which separate discrete financial information is available and operational results are regularly evaluated by the CODM for the purposes of making decisions regarding resource allocation and assessing performance. Our Vertical Software segment provides software and services to inspection, mortgage, and title companies on a subscription and transactional basis, which was 62% of total vertical software revenue, and move and post-move services, which was 38% of total vertical software revenue for the three months ended March 31, 2024. The Vertical Software segment operates as several key businesses, including inspection software and services, title insurance software, mortgage software, moving services, mover and homeowner marketing, and measurement software for roofers. Our Insurance segment provides consumers with insurance and warranty products to protect their homes, earning revenue through premiums collected on policies, policy fees and commissions. The Insurance segment includes Homeowners of America (“HOA”), a wholly owned insurance carrier, Porticus Reinsurance (“Porticus RE”), our Cayman Islands captive reinsurer, and Porch Warranty, among other warranty brands. The following table summarizes revenue by segment. Three Months Ended March 31, 2024 2023 Vertical Software $ 27,495 $ 28,627 Insurance 87,948 58,742 Total revenue $ 115,443 $ 87,369 Our segment operating and financial performance measure is Segment Adjusted EBITDA (Loss). Segment Adjusted EBITDA (Loss) is defined as revenue less the following expenses associated with each segment: cost of revenue, selling and marketing, product and technology, and general and administrative. Segment Adjusted EBITDA (Loss) also excludes non-cash items or items that management does not consider reflective of ongoing core operations. We do not allocate shared expenses to the reportable segments. These expenses are included in the “Corporate and other” row in the following reconciliation. “Corporate and other” includes shared expenses such as selling and marketing; certain product and technology; accounting; human resources; legal; general and administrative; and other income, expenses, gains, and losses that are not allocated in assessing segment performance due to their function. Such transactions are excluded from the reportable segments’ results but are included in consolidated results. The reconciliation of Segment Adjusted EBITDA (Loss) to consolidated “Operating loss” below includes the effects of corporate and other items that the CODM does not consider in assessing segment performance. Three Months Ended March 31, 2024 2023 Segment Adjusted EBITDA (Loss): Vertical Software $ 1,123 $ (396) Insurance (2,885) (7,185) Subtotal (1,762) (7,581) Reconciling items: Corporate and other (15,026) (14,301) Depreciation and amortization (6,317) (6,015) Impairment loss on intangible assets and goodwill — (2,021) Stock-based compensation expense (5,368) (6,894) Other non-operating income (1,176) — Restructuring costs (1) (157) (984) Acquisition and other transaction costs (167) (128) Change in fair value of contingent consideration (1,051) 154 Investment income and realized gains (3,644) (758) Operating loss $ (34,668) $ (38,528) ______________________________________ (1) Primarily consists of costs related to forming a reciprocal exchange. The CODM does not review assets on a segment basis. All of our revenue is generated in the United States except for an immaterial amount. As of March 31, 2024, and December 31, 2023, we did not have material assets located outside of the United States. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 17. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders and is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, RSUs, PRSUs, RSAs, convertible notes, earnout shares, and warrants. As we have reported losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. The following table summarizes the computation of basic and diluted net loss attributable per share to common stockholders for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Numerator: Net loss used to compute net loss per share - basic and diluted $ (13,362) $ (38,740) Denominator: Weighted average shares outstanding used to compute net loss used to compute net loss per share - basic and diluted 97,512 95,210 Net loss per share - basic and diluted $ (0.14) $ (0.41) The following table discloses securities that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for the periods presented: Three Months Ended March 31, 2024 2023 Stock options 3,382 3,735 Restricted stock units and awards 7,335 4,994 Performance restricted stock units 3,754 1,223 Public and private warrants 1,796 1,796 Earnout shares (1) — 2,050 Convertible debt (2) 22,011 16,998 Contingently issuable shares in connection with acquisitions (3) — 13,958 ______________________________________ (1) Earnout shares expired on December 23, 2023, without vesting and were subsequently cancelled. (2) In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 6 million potentially dilutive shares instead of the shares reported in this table as of March 31, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (13,362) | $ (38,740) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of Porch Group, Inc., and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements and notes should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 15, 2024. The information as of December 31, 2023, included in the unaudited condensed consolidated balance sheets was derived from our audited consolidated financial statements. Certain prior period amounts have been reclassified to conform to the current year's presentation. The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are of a normal recurring nature) considered necessary to present fairly our financial position, results of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods and dates presented. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any other interim period or future year due to various factors such as management estimates and the seasonal nature of some portions of our insurance business. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported of certain assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from those estimates and assumptions. |
Concentrations | Concentrations Financial instruments which potentially subject us to credit risk consist principally of cash, money market accounts on deposit with financial institutions, money market funds, certificates of deposit, fixed-maturity securities, and receivable balances in the course of collection. Our insurance carrier subsidiary has exposure and remains liable in the event of insolvency of its reinsurers. Management and its reinsurance intermediary regularly assess the credit quality and ratings of its reinsurer counterparties. As of March 31, 2024, four reinsurers represented more than 10% individually, and 60% in the aggregate, of our total reinsurance balance due. Substantially all of our revenues in the Insurance segment are derived from customers in Texas (which represent approximately 72% of Insurance segment revenues in the three months ended March 31, 2024), South Carolina, North Carolina, Virginia, Arizona, and Illinois, which could be adversely affected by economic conditions, an increase in competition, local weather events, or environmental impacts and changes. |
Cash and Cash Equivalents & Restricted Cash and Cash Equivalents | Cash and Cash Equivalents & Restricted Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We maintain cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation. |
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, other corporate partnerships, and individual policyholders. We estimate allowances for uncollectible receivables based on the creditworthiness of our customers, historical trend analysis, and macro-economic conditions. Consequently, an adverse change in those factors could affect our estimate of allowance for doubtful accounts. The allowance for uncollectible receivables at March 31, 2024, and December 31, 2023, was $0.6 million and $0.6 million, respectively. Long-term insurance commissions receivable balance consists of the estimated commissions from policy renewals expected to be collected. We record the amount of renewal insurance commissions expected to be collected in the next twelve months as current accounts receivable. |
Goodwill | Goodwill We test goodwill for impairment for each reporting unit on an annual basis or more frequently when events or changes in circumstances indicate the fair value of a reporting unit is below its carrying value. We have the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If we can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, we would not need to perform a quantitative impairment test. If we cannot support such a conclusion or we do not elect to perform the qualitative assessment, then we perform a quantitative assessment. If a quantitative goodwill impairment assessment is performed, we utilize a combination of market and income valuation approaches. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the reporting unit is less than its carrying value. We have selected October 1 as the date to perform annual impairment testing. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions to evaluate the impact of operating and macroeconomic changes on each reporting unit. The fair value of each reporting unit was estimated using a combination of income and market valuation approaches using publicly traded company multiples in similar businesses. Such fair value measurements are based predominately on Level 3 inputs. This analysis requires significant judgments including an estimate of future cash flows which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Events that trigger a test for recoverability include a significant decrease in the market price for a long-lived asset, significant negative industry or economic trends, an accumulation of costs significantly in excess of the amount originally expected for the acquisition, a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset, or a sustained decrease in share price. When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the asset group’s fair value is measured relying primarily on an income approach. An impairment charge is recognized for the amount by which the carrying value of the asset group exceeds its estimated fair value. Management identifies the asset group that includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows.. We estimate the fair value of an asset group using the income approach. Such fair value measurements are based predominately on Level 3 inputs. Inherent in our development of cash flow projections are assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and cost of capital, similar to those a market participant would use to assess fair value. We also make certain assumptions about future economic conditions and other data. Many of these factors used in assessing fair value are outside the control of management and these assumptions and estimates may change in future periods. |
Deferred Policy Acquisition Costs | Deferred Policy Acquisition Costs |
Expected Credit Losses | Expected Credit Losses We regularly review our individual investment securities for factors that may indicate that a decline in fair value of an investment has resulted from an expected credit loss, including: • the financial condition and 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 • our intent and ability to hold the investment for a period of time sufficient to allow for the recovery of costs. |
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. |
Disclosures Related to Contracts with Customers | Disclosures Related to Contracts with Customers |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the unaudited condensed consolidated statements of cash flows are as follows: March 31, 2024 December 31, 2023 Cash and cash equivalents $ 279,073 $ 258,418 Restricted cash and cash equivalents 36,820 38,814 Cash, cash equivalents, and restricted cash $ 315,893 $ 297,232 |
Schedule of Components of Other Insurance Liabilities, Current | The following table details the components of other insurance liabilities, current, on the unaudited condensed consolidated balance sheets: March 31, 2024 December 31, 2023 Ceded reinsurance premiums payable $ 15,585 $ 10,500 Commissions payable, reinsurers and agents 4,410 4,650 Advance premiums 9,765 5,975 Funds held under reinsurance treaty 9,349 9,820 General and accrued expenses payable 1,633 640 Other insurance liabilities, current $ 40,742 $ 31,585 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Total revenues consisted of the following: Three Months Ended March 31, 2024 2023 Vertical Software segment Software and service subscriptions $ 16,936 $ 16,809 Move-related transactions 6,474 7,769 Post-move transactions 4,085 4,049 Total Vertical Software segment revenue 27,495 28,627 Insurance segment Insurance and warranty premiums, commissions and policy fees (1) 87,948 58,742 Total Insurance segment revenue 87,948 58,742 Total revenue $ 115,443 $ 87,369 ______________________________________ (1) Revenue recognized during the three months ended March 31, 2024 and 2023, includes revenue of $83.4 million and $51.0 million, respectively, which is accounted for separately from the revenue from contracts with customers. |
Summary of the Activity Impacting the Contract Assets | A summary of the activity impacting the contract assets during the three months ended March 31, 2024, is presented below: Contract Assets Balance at December 31, 2023 $ 17,393 Estimated lifetime value of commissions on insurance policies sold by carriers 159 Cash receipts (262) Sale of business (Note 15) (16,982) Balance at March 31, 2024 $ 308 |
Summary of the Activity Impacting Deferred Revenue | A summary of the activity impacting Vertical Software segment deferred revenue balances during the three months ended March 31, 2024, is presented below: Balance at December 31, 2023 $ 3,715 Revenue recognized (4,590) Additional amounts deferred 5,481 Balance at March 31, 2024 $ 4,606 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments [Abstract] | |
Schedule of Gain and Losses on Investments | The following table summarizes investment income and realized gains and losses on investments during the periods presented. Three Months Ended March 31, 2024 2023 Investment income, net of investment expenses $ 3,664 $ 825 Realized gains on investments 14 4 Realized losses on investments (34) (71) Investment income and realized gains, net of investment expenses $ 3,644 $ 758 |
Summary of Amortized Cost, Market Value and Unrealized Gains (Losses) of Debt Securities | The following tables summarize the amortized cost, fair value, and unrealized gains and losses of investment securities. March 31, 2024 Amortized Cost Gross Unrealized Fair Value Gains Losses U.S. Treasuries $ 36,212 $ 21 $ (414) $ 35,819 Obligations of states, municipalities and political subdivisions 19,481 52 (988) 18,545 Corporate bonds 54,417 209 (2,213) 52,413 Residential and commercial mortgage-backed securities 25,217 54 (1,098) 24,173 Other loan-backed and structured securities 3,428 12 (274) 3,166 Total investment securities $ 138,755 $ 348 $ (4,987) $ 134,116 December 31, 2023 Amortized Cost Gross Unrealized Fair Value Gains Losses U.S. Treasuries $ 43,931 $ 95 $ (330) $ 43,696 Obligations of states, municipalities and political subdivisions 18,281 100 (961) 17,420 Corporate bonds 51,678 430 (2,067) 50,041 Residential and commercial mortgage-backed securities 25,452 153 (1,004) 24,601 Other loan-backed and structured securities 3,694 13 (289) 3,418 Total investment securities $ 143,036 $ 791 $ (4,651) $ 139,176 |
Summary of Remaining Time to Maturity | Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. March 31, 2024 Remaining Time to Maturity Amortized Cost Fair Value Due in one year or less $ 30,358 $ 30,229 Due after one year through five years 44,282 43,258 Due after five years through ten years 25,697 23,964 Due after ten years 9,773 9,326 Residential and commercial mortgage-backed securities 25,217 24,173 Other loan-backed and structured securities 3,428 3,166 Total $ 138,755 $ 134,116 |
Summary of Securities with Gross Unrealized Loss Position | Securities with gross unrealized loss position, aggregated by investment category and length of time the individual securities have been in a continuous loss position, are as follows: Less Than Twelve Months Twelve Months or Greater Total As of March 31, 2024 Gross Fair Gross Fair Gross Fair U.S. Treasuries $ (358) $ 33,077 $ (56) $ 526 $ (414) $ 33,603 Obligations of states, municipalities and political subdivisions (839) 10,400 (149) 1,607 (988) 12,007 Corporate bonds (1,859) 27,414 (354) 4,590 (2,213) 32,004 Residential and commercial mortgage-backed securities (692) 13,523 (406) 2,964 (1,098) 16,487 Other loan-backed and structured securities (267) 2,565 (7) 51 (274) 2,616 Total securities $ (4,015) $ 86,979 $ (972) $ 9,738 $ (4,987) $ 96,717 Less Than Twelve Months Twelve Months or Greater Total As of December 31, 2023 Gross Fair Gross Fair Gross Fair U.S. Treasuries $ (280) $ 12,345 $ (50) $ 515 $ (330) $ 12,860 Obligations of states, municipalities and political subdivisions (813) 8,445 (148) 1,639 (961) 10,084 Corporate bonds (1,698) 21,104 (369) 4,677 (2,067) 25,781 Residential and commercial mortgage-backed securities (621) 8,673 (383) 3,072 (1,004) 11,745 Other loan-backed and structured securities (281) 2,790 (8) 52 (289) 2,842 Total securities $ (3,693) $ 53,357 $ (958) $ 9,955 $ (4,651) $ 63,312 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements of Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis. Fair Value Measurement as of March 31, 2024 Level 1 Level 2 Level 3 Total Assets Money market mutual funds $ 158,354 $ — $ — $ 158,354 Debt securities: U.S. Treasuries 35,819 — — 35,819 Obligations of states, municipalities and political subdivisions — 18,545 — 18,545 Corporate bonds — 52,413 — 52,413 Residential and commercial mortgage-backed securities — 24,173 — 24,173 Other loan-backed and structured securities — 3,166 — 3,166 $ 194,173 $ 98,297 $ — $ 292,470 Liabilities Contingent consideration - business combinations (1) $ — $ — $ 4,576 $ 4,576 Private warrant liability — — 1,576 1,576 Embedded derivatives — — 26,648 26,648 $ — $ — $ 32,800 $ 32,800 Fair Value Measurement as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Money market mutual funds $ 165,744 $ — $ — $ 165,744 Debt securities: U.S. Treasuries 43,696 — — 43,696 Obligations of states, municipalities and political subdivisions — 17,420 — 17,420 Corporate bonds — 50,041 — 50,041 Residential and commercial mortgage-backed securities — 24,601 — 24,601 Other loan-backed and structured securities — 3,418 — 3,418 $ 209,440 $ 95,480 $ — $ 304,920 Liabilities Contingent consideration - business combinations (2) $ — $ — $ 18,455 $ 18,455 Private warrant liability — — 1,151 1,151 Embedded derivatives — — 28,131 28,131 $ — $ — $ 47,737 $ 47,737 ______________________________________ (1) The Condensed Consolidated Balance Sheets include $1.3 million in accrued expenses and other current liabilities and $3.3 million in other liabilities as of March 31, 2024, for contingent consideration related to business combinations. (2) The Condensed Consolidated Balance Sheets include $14.8 million in accrued expenses and other current liabilities and $3.7 million in other liabilities as of December 31, 2023, for contingent consideration related to business combinations. |
Schedule of Level 3 Items Measured at Fair Value on a Recurring Basis | The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Contingent Consideration - Business Combinations Embedded Derivatives Private Warrant Liability Fair value as of December 31, 2023 $ 18,455 $ 28,131 $ 1,151 Settlements (14,930) — — Change in fair value, loss (gain) included in net loss (1) 1,051 (1,483) 425 Fair value as of March 31, 2024 $ 4,576 $ 26,648 $ 1,576 Contingent Consideration - Business Combinations Contingent Consideration - Earnout Private Warrant Liability Fair value as of December 31, 2022 $ 24,546 $ 44 $ 707 Settlements (194) — — Change in fair value, loss (gain) included in net loss (1) (154) — (345) Fair value as of March 31, 2023 $ 24,198 $ 44 $ 362 ______________________________________ (1) Changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Changes in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations. Changes in the fair value of the embedded derivatives are included in change in fair value of derivatives in the unaudited condensed consolidated statements of operations. |
Property, Equipment, and Soft_2
Property, Equipment, and Software (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment, and Software Net | Property, equipment, and software, net, consists of the following: March 31, December 31, Software and computer equipment $ 8,247 $ 8,340 Furniture, office equipment, and other 1,537 1,573 Internally developed software 25,428 24,526 Leasehold improvements 1,176 1,176 36,388 35,615 Less: Accumulated depreciation and amortization (18,800) (18,754) Property, equipment, and software, net $ 17,588 $ 16,861 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and impairment. The following tables summarize intangible asset balances. As of March 31, 2024 Weighted Intangible Accumulated Intangible Customer relationships 9.0 $ 69,026 $ (25,999) $ 43,027 Acquired technology 5.0 28,001 (15,861) 12,140 Trademarks and tradenames 11.0 23,443 (7,207) 16,236 Non-compete agreements 5.0 301 (152) 149 Renewal rights 6.0 9,734 (3,741) 5,993 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 135,465 $ (52,960) $ 82,505 As of December 31, 2023 Weighted Intangible Accumulated Intangible Customer relationships 8.0 $ 69,504 $ (24,153) $ 45,351 Acquired technology 5.0 36,041 (22,358) 13,683 Trademarks and tradenames 11.0 23,443 (6,701) 16,742 Non-compete agreements 3.0 616 (455) 161 Value of business acquired 1.0 400 (400) — Renewal rights 6.0 9,734 (3,415) 6,319 Insurance licenses Indefinite 4,960 — 4,960 Total intangible assets $ 144,698 $ (57,482) $ 87,216 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following tables summarize outstanding debt as of March 31, 2024, and December 31, 2023. Principal Unaccreted Debt Carrying Convertible senior notes, due 2026 $ 217,000 $ — $ (2,903) $ 214,097 Convertible senior notes, due 2028 333,334 (111,191) (4,149) 217,994 Other notes 150 (9) — 141 Balance as of March 31, 2024 $ 550,484 $ (111,200) $ (7,052) $ 432,232 Principal Unaccreted Debt Carrying Convertible senior notes, due 2026 $ 225,000 $ — $ (3,311) $ 221,689 Convertible senior notes, due 2028 333,334 (115,353) (4,312) 213,669 Advance funding arrangement 94 — — 94 Other notes 300 (13) — 287 Balance as of December 31, 2023 $ 558,728 $ (115,366) $ (7,623) $ 435,739 |
Stockholders' Equity and Warr_2
Stockholders' Equity and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Summary of Fully Diluted Capital Structure | The following table summarizes our fully diluted capital structure. March 31, December 31, Issued and outstanding common shares 97,869 97,061 Common shares reserved for future issuance: Private warrants 1,796 1,796 Stock options (Note 9) 3,382 3,642 Restricted and performance stock units and awards (Note 9) 11,089 12,065 2020 Equity Plan pool reserved for future issuance (Note 9) 13,270 8,009 Convertible senior notes, due 2026 (1) 8,679 8,999 Convertible senior notes, due 2028 13,332 13,332 Contingently issuable shares in connection with acquisitions (2) — 5,908 Total shares of common stock outstanding and reserved for future issuance 149,417 150,812 ______________________________________ (1) In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 6 million potentially dilutive shares instead of the shares reported in this table as of March 31, 2024. (2) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table summarizes the classification of stock-based compensation expense in the unaudited condensed consolidated statements of operations. Three Months Ended March 31, 2024 2023 Selling and marketing $ 694 $ 1,045 Product and technology 1,095 1,449 General and administrative 3,579 4,400 Total stock-based compensation expense $ 5,368 $ 6,894 |
Schedule of Related to Stock Option, RSU and PRSU Activity | The following table summarizes Equity Award activity for the three months ended March 31, 2024: Number of Number of Number of Balances as of December 31, 2023 3,642 8,310 3,754 Granted — 149 — Vested (620) — Exercised (243) — — Forfeited, canceled or expired (17) (504) — Balances as of March 31, 2024 3,382 7,335 3,754 |
Reinsurance (Tables)
Reinsurance (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Reinsurance Disclosures [Abstract] | |
Schedule of Effects of Reinsurance on Premiums Written, Earned, Incurred Losses and LAE | The effects of reinsurance on premiums written and earned for the three months ended March 31, 2024 and 2023, were as follows: Three Months Ended March 31, 2024 2023 Written Earned Written Earned Direct premiums $ 75,104 $ 108,588 $ 96,873 $ 114,824 Ceded premiums (30,329) (36,363) 2,266 (74,674) Net premiums $ 44,775 $ 72,225 $ 99,139 $ 40,150 The effects of reinsurance on incurred losses and loss adjustment expense (“LAE”) for the three months ended March 31, 2024 and 2023, were as follows: Three Months Ended March 31, 2024 2023 Direct losses and LAE $ 79,416 $ 90,015 Ceded losses and LAE (10,483) (47,156) Net losses and LAE $ 68,933 $ 42,859 |
Schedule of Reinsurance Balances Due | The detail of reinsurance balances due is as follows: March 31, December 31, Ceded unearned premium $ 41,899 $ 50,697 Losses and LAE reserve 18,556 19,911 Reinsurance recoverable 14,637 12,629 Other 327 345 Reinsurance balance due $ 75,419 $ 83,582 |
Unpaid Losses and Loss Adjust_2
Unpaid Losses and Loss Adjustment Reserve (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Liability for Claims and Claims Adjustment Expense [Abstract] | |
Schedule of Changes in the Reserve Balances for Unpaid Losses and LAE, Gross of Reinsurance | The following table summarizes the changes in the reserve balances for unpaid losses and LAE, gross of reinsurance, for the three months ended March 31, 2024: Reserve for unpaid losses and LAE at December 31, 2023 $ 95,503 Reinsurance recoverables on losses and LAE at December 31, 2023 (19,808) Reserve for unpaid losses and LAE reserve, net of reinsurance recoverables at December 31, 2023 75,695 Add provisions (reductions) for losses and LAE occurring in: Current year 67,135 Prior years 1,798 Net incurred losses and LAE during the current year 68,933 Deduct payments for losses and LAE occurring in: Current year (19,242) Prior years (1) (31,382) Net claim and LAE payments during the current year (50,624) Reserve for losses and LAE, net of reinsurance recoverables at March 31, 2024 94,004 Reinsurance recoverables on losses and LAE at March 31, 2024 (18,556) Reserve for unpaid losses and LAE at March 31, 2024 $ 112,560 ______________________________________ (1) Also includes certain charges related to Vesttoo (see Note 10). |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense), Net | The following table details the components of other income, net, on the Condensed Consolidated Statements of Operations and Comprehensive Loss: Three Months Ended March 31, 2024 2023 Interest income $ 434 $ 720 Gain on settlement of contingent consideration 14,930 — Loss on sale of business (5,244) — Recoveries of losses on reinsurance contracts 12,570 — Other, net (12) 42 Other income, net $ 22,678 $ 762 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Segment | The following table summarizes revenue by segment. Three Months Ended March 31, 2024 2023 Vertical Software $ 27,495 $ 28,627 Insurance 87,948 58,742 Total revenue $ 115,443 $ 87,369 |
Schedule of Financial Information of Reportable Segments and Reconciliations to Consolidated Financial Information | Three Months Ended March 31, 2024 2023 Segment Adjusted EBITDA (Loss): Vertical Software $ 1,123 $ (396) Insurance (2,885) (7,185) Subtotal (1,762) (7,581) Reconciling items: Corporate and other (15,026) (14,301) Depreciation and amortization (6,317) (6,015) Impairment loss on intangible assets and goodwill — (2,021) Stock-based compensation expense (5,368) (6,894) Other non-operating income (1,176) — Restructuring costs (1) (157) (984) Acquisition and other transaction costs (167) (128) Change in fair value of contingent consideration (1,051) 154 Investment income and realized gains (3,644) (758) Operating loss $ (34,668) $ (38,528) ______________________________________ (1) Primarily consists of costs related to forming a reciprocal exchange. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share, Basic and Diluted | The following table summarizes the computation of basic and diluted net loss attributable per share to common stockholders for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Numerator: Net loss used to compute net loss per share - basic and diluted $ (13,362) $ (38,740) Denominator: Weighted average shares outstanding used to compute net loss used to compute net loss per share - basic and diluted 97,512 95,210 Net loss per share - basic and diluted $ (0.14) $ (0.41) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share | The following table discloses securities that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for the periods presented: Three Months Ended March 31, 2024 2023 Stock options 3,382 3,735 Restricted stock units and awards 7,335 4,994 Performance restricted stock units 3,754 1,223 Public and private warrants 1,796 1,796 Earnout shares (1) — 2,050 Convertible debt (2) 22,011 16,998 Contingently issuable shares in connection with acquisitions (3) — 13,958 ______________________________________ (1) Earnout shares expired on December 23, 2023, without vesting and were subsequently cancelled. (2) In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 6 million potentially dilutive shares instead of the shares reported in this table as of March 31, 2024. (3) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Description of Business (Details) company in Thousands | 3 Months Ended |
Mar. 31, 2024 segment company | |
Accounting Policies [Abstract] | |
Number of companies, service provided | company | 30 |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Concentrations (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) bank | |
Concentration Risk [Line Items] | |
Number of commercial banks | bank | 5 |
Cash and Cash Equivalents | |
Concentration Risk [Line Items] | |
Cash in bank | $ | $ 280.1 |
Accounts Receivable | Customer Concentration Risk | Customer One | |
Concentration Risk [Line Items] | |
Percentage of total | 10% |
Accounts Receivable | Customer Concentration Risk | Customer Two | |
Concentration Risk [Line Items] | |
Percentage of total | 10% |
Accounts Receivable | Customer Concentration Risk | Customer Three | |
Concentration Risk [Line Items] | |
Percentage of total | 10% |
Accounts Receivable | Customer Concentration Risk | Customer Four | |
Concentration Risk [Line Items] | |
Percentage of total | 10% |
Accounts Receivable | Customer Concentration Risk | Top Four Reinsurers | |
Concentration Risk [Line Items] | |
Percentage of total | 60% |
Revenue Benchmark | Geographic Concentration Risk | Customers In Texas | |
Concentration Risk [Line Items] | |
Percentage of total | 72% |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Cash and cash equivalents (Details) $ in Millions | Mar. 31, 2024 USD ($) state | Dec. 31, 2023 USD ($) state |
Accounting Policies [Abstract] | ||
Restricted cash equivalents | $ 27.7 | |
Restricted cash pledged against obligations to policyholders and creditors | 1.4 | $ 1.3 |
Restricted funds held for payment of possible warranty claims | $ 6.8 | $ 7.3 |
Number of states regulatory guidelines of warranty claims | state | 21 | 19 |
Indemnification hold back cost | $ 1 | $ 1.9 |
Restricted cash pledged as collateral | $ 28.3 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Cash and cash equivalents table (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 279,073 | $ 258,418 | ||
Restricted cash and cash equivalents | 36,820 | 38,814 | ||
Cash, cash equivalents, and restricted cash | $ 315,893 | $ 297,232 | $ 194,153 | $ 228,605 |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Accounts Receivable and Long term Insurance Commissions Receivable (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Movement Analysis of Deferred Policy Acquisition Costs [Roll Forward] | ||
Allowance for uncollectible receivables | $ 0.6 | $ 0.6 |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Deferred Policy Acquisition Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Amortization expense | $ 13.2 | $ 9.3 |
Description of Business and _10
Description of Business and Summary of Significant Accounting Policies - Other Insurance Liabilities, Current (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Ceded reinsurance premiums payable | $ 15,585 | $ 10,500 |
Commissions payable, reinsurers and agents | 4,410 | 4,650 |
Advance premiums | 9,765 | 5,975 |
Funds held under reinsurance treaty | 9,349 | 9,820 |
General and accrued expenses payable | 1,633 | 640 |
Other insurance liabilities, current | $ 40,742 | $ 31,585 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 115,443 | $ 87,369 |
Vertical Software segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 27,495 | 28,627 |
Insurance segment | ||
Disaggregation of Revenue [Line Items] | ||
Total Insurance segment revenue | 87,948 | 58,742 |
Software and service subscriptions | Vertical Software segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,936 | 16,809 |
Move-related transactions | Vertical Software segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,474 | 7,769 |
Post-move transactions | Vertical Software segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,085 | 4,049 |
Insurance and warranty premiums, commissions and policy fees(1) | Insurance segment | ||
Disaggregation of Revenue [Line Items] | ||
Total Insurance segment revenue | 87,948 | 58,742 |
Revenue not from contract with customer | $ 83,400 | $ 51,000 |
Revenue - Contract Assets (Deta
Revenue - Contract Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Contract With Customer, Asset, After Allowance For Credit Loss, Current [Roll Forward] | |
Balance at December 31, 2023 | $ 17,393 |
Estimated lifetime value of commissions on insurance policies sold by carriers | 159 |
Cash receipts | (262) |
Sale of business (Note 15) | (16,982) |
Balance at March 31, 2024 | $ 308 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Contract assets expected to be collected in 12 months | $ 308 | $ 17,393 | |
Contract assets expected to be collected after 12 months | 200 | 13,400 | |
Deferred revenue | 215,771 | 248,683 | |
Current refundable customer deposits related to outstanding extended service contracts | 16,000 | 17,900 | |
Refundable customer deposits related to amounts received in advance of warranty services provided, current | 3,800 | 3,900 | |
Refundable customer deposits related to amounts received in advance of warranty services provided, noncurrent | 2,800 | 2,900 | |
Warranty claims expense | $ 1,600 | $ 1,200 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months | ||
Insurance segment | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 211,200 | 245,000 | |
Accounts Receivable Current | |||
Disaggregation of Revenue [Line Items] | |||
Contract assets expected to be collected in 12 months | $ 100 | $ 4,000 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities - Activity Impacting Deferred Revenue (Details) - Vertical Software segment $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Change in Contract with Customer, Liability | |
Balance at December 31, 2023 | $ 3,715 |
Revenue recognized | (4,590) |
Additional amounts deferred | 5,481 |
Balance at March 31, 2024 | $ 4,606 |
Investments - Investment Income
Investments - Investment Income, Realized and Unrealized Gains and Losses on Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments [Abstract] | ||
Investment income, net of investment expenses | $ 3,664 | $ 825 |
Realized gains on investments | 14 | 4 |
Realized losses on investments | (34) | (71) |
Investment income and realized gains, net of investment expenses | $ 3,644 | $ 758 |
Investments - Amortized Cost, F
Investments - Amortized Cost, Fair Value and Unrealized Gains and (Losses) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Net Investment Income [Line Items] | ||
Amortized Cost | $ 138,755 | $ 143,036 |
Gross unrealized, gains | 348 | 791 |
Gross unrealized, losses | (4,987) | (4,651) |
Fair Value | 134,116 | 139,176 |
U.S. Treasuries | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 36,212 | 43,931 |
Gross unrealized, gains | 21 | 95 |
Gross unrealized, losses | (414) | (330) |
Fair Value | 35,819 | 43,696 |
Obligations of states, municipalities and political subdivisions | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 19,481 | 18,281 |
Gross unrealized, gains | 52 | 100 |
Gross unrealized, losses | (988) | (961) |
Fair Value | 18,545 | 17,420 |
Corporate bonds | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 54,417 | 51,678 |
Gross unrealized, gains | 209 | 430 |
Gross unrealized, losses | (2,213) | (2,067) |
Fair Value | 52,413 | 50,041 |
Residential and commercial mortgage-backed securities | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 25,217 | 25,452 |
Gross unrealized, gains | 54 | 153 |
Gross unrealized, losses | (1,098) | (1,004) |
Fair Value | 24,173 | 24,601 |
Other loan-backed and structured securities | ||
Net Investment Income [Line Items] | ||
Amortized Cost | 3,428 | 3,694 |
Gross unrealized, gains | 12 | 13 |
Gross unrealized, losses | (274) | (289) |
Fair Value | $ 3,166 | $ 3,418 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Amortized Cost | ||
Due in one year or less | $ 30,358 | |
Due after one year through five years | 44,282 | |
Due after five years through ten years | 25,697 | |
Due after ten years | 9,773 | |
Amortized Cost | 138,755 | $ 143,036 |
Fair Value | ||
Due in one year or less | 30,229 | |
Due after one year through five years | 43,258 | |
Due after five years through ten years | 23,964 | |
Due after ten years | 9,326 | |
Fair Value | 134,116 | 139,176 |
Residential and commercial mortgage-backed securities | ||
Amortized Cost | ||
Without single maturity date | 25,217 | |
Amortized Cost | 25,217 | 25,452 |
Fair Value | ||
Without single maturity date | 24,173 | |
Fair Value | 24,173 | 24,601 |
Other loan-backed and structured securities | ||
Amortized Cost | ||
Without single maturity date | 3,428 | |
Amortized Cost | 3,428 | 3,694 |
Fair Value | ||
Without single maturity date | 3,166 | |
Fair Value | $ 3,166 | $ 3,418 |
Investments - Securities with G
Investments - Securities with Gross Unrealized Loss Position (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Net Investment Income [Line Items] | ||
Less than twelve months, gross unrealized loss | $ (4,015) | $ (3,693) |
Less than twelve months, fair value | 86,979 | 53,357 |
Twelve months or greater, gross unrealized loss | (972) | (958) |
Twelve months or greater, fair value | 9,738 | 9,955 |
Gross Unrealized Loss | (4,987) | (4,651) |
Fair Value | 96,717 | 63,312 |
U.S. Treasuries | ||
Net Investment Income [Line Items] | ||
Less than twelve months, gross unrealized loss | (358) | (280) |
Less than twelve months, fair value | 33,077 | 12,345 |
Twelve months or greater, gross unrealized loss | (56) | (50) |
Twelve months or greater, fair value | 526 | 515 |
Gross Unrealized Loss | (414) | (330) |
Fair Value | 33,603 | 12,860 |
Obligations of states, municipalities and political subdivisions | ||
Net Investment Income [Line Items] | ||
Less than twelve months, gross unrealized loss | (839) | (813) |
Less than twelve months, fair value | 10,400 | 8,445 |
Twelve months or greater, gross unrealized loss | (149) | (148) |
Twelve months or greater, fair value | 1,607 | 1,639 |
Gross Unrealized Loss | (988) | (961) |
Fair Value | 12,007 | 10,084 |
Corporate bonds | ||
Net Investment Income [Line Items] | ||
Less than twelve months, gross unrealized loss | (1,859) | (1,698) |
Less than twelve months, fair value | 27,414 | 21,104 |
Twelve months or greater, gross unrealized loss | (354) | (369) |
Twelve months or greater, fair value | 4,590 | 4,677 |
Gross Unrealized Loss | (2,213) | (2,067) |
Fair Value | 32,004 | 25,781 |
Residential and commercial mortgage-backed securities | ||
Net Investment Income [Line Items] | ||
Less than twelve months, gross unrealized loss | (692) | (621) |
Less than twelve months, fair value | 13,523 | 8,673 |
Twelve months or greater, gross unrealized loss | (406) | (383) |
Twelve months or greater, fair value | 2,964 | 3,072 |
Gross Unrealized Loss | (1,098) | (1,004) |
Fair Value | 16,487 | 11,745 |
Other loan-backed and structured securities | ||
Net Investment Income [Line Items] | ||
Less than twelve months, gross unrealized loss | (267) | (281) |
Less than twelve months, fair value | 2,565 | 2,790 |
Twelve months or greater, gross unrealized loss | (7) | (8) |
Twelve months or greater, fair value | 51 | 52 |
Gross Unrealized Loss | (274) | (289) |
Fair Value | $ 2,616 | $ 2,842 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Thousands | Mar. 31, 2024 USD ($) security | Dec. 31, 2023 USD ($) security |
Net Investment Income [Line Items] | ||
Short-term investments | $ 31,175 | $ 35,588 |
Long-term investments | $ 102,941 | $ 103,588 |
Number of securities in an unrealized loss position | security | 475 | 410 |
Unrealized loss position for 12 months or longer | security | 81 | |
Investments Held By Captive Reinsurance Business | ||
Net Investment Income [Line Items] | ||
Investments | $ 37,500 | |
Short-term investments | 3,300 | |
Long-term investments | $ 34,300 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | $ 134,116 | $ 139,176 |
Assets | 292,470 | 304,920 |
Liabilities | 32,800 | 47,737 |
U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 35,819 | 43,696 |
Obligations of states, municipalities and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 18,545 | 17,420 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 52,413 | 50,041 |
Residential and commercial mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 24,173 | 24,601 |
Other loan-backed and structured securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 3,166 | 3,418 |
Contingent Consideration - Business Combinations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 4,576 | 18,455 |
Contingent Consideration - Business Combinations | Accrued Expenses And Other Current Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 1,300 | 14,800 |
Contingent Consideration - Business Combinations | Other Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 3,300 | 3,700 |
Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 1,576 | 1,151 |
Embedded derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 26,648 | 28,131 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 194,173 | 209,440 |
Liabilities | 0 | 0 |
Level 1 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 35,819 | 43,696 |
Level 1 | Obligations of states, municipalities and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 1 | Residential and commercial mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 1 | Other loan-backed and structured securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 1 | Contingent Consideration - Business Combinations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Level 1 | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Level 1 | Embedded derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 98,297 | 95,480 |
Liabilities | 0 | 0 |
Level 2 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 2 | Obligations of states, municipalities and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 18,545 | 17,420 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 52,413 | 50,041 |
Level 2 | Residential and commercial mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 24,173 | 24,601 |
Level 2 | Other loan-backed and structured securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 3,166 | 3,418 |
Level 2 | Contingent Consideration - Business Combinations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Level 2 | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Level 2 | Embedded derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 32,800 | 47,737 |
Level 3 | U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 3 | Obligations of states, municipalities and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 3 | Residential and commercial mortgage-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 3 | Other loan-backed and structured securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities: | 0 | 0 |
Level 3 | Contingent Consideration - Business Combinations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 4,576 | 18,455 |
Level 3 | Private warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 1,576 | 1,151 |
Level 3 | Embedded derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 26,648 | 28,131 |
Money market mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market mutual funds | 158,354 | 165,744 |
Money market mutual funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market mutual funds | 158,354 | 165,744 |
Money market mutual funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market mutual funds | 0 | 0 |
Money market mutual funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market mutual funds | $ 0 | $ 0 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Thousands | 3 Months Ended | |||
Mar. 27, 2024 USD ($) $ / shares | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Oct. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration, fair value | $ 32,800 | $ 47,737 | ||
Private warrant liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration, fair value | 1,576 | 1,151 | ||
Repurchase option | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Minimum principal remains outstanding on June 14, 2026 for repurchase | 30,000 | |||
Redemption price, principal amount | $ 1 | |||
Percentage of repurchase price on principal amount of the notes to be repurchased, plus accrued interest | 106.50% | |||
Fundamental change option | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Redemption price, principal amount | $ 1 | |||
Percentage of repurchase price on principal amount of the notes to be repurchased, plus accrued interest | 105.25% | |||
Asset sale repurchase option | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Percentage of repurchase price on principal amount of the notes to be repurchased, plus accrued interest | 100% | |||
Minimum amount of aggregate net cash sales proceeds required for repurchase | $ 2,500 | |||
Percentage of aggregate net cash sales proceeds applied for repurchase | 50% | |||
Aggregate net cash sale proceed threshold for repurchase of notes | $ 20,000 | |||
Minimum | Asset sale repurchase option | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Aggregate net cash sale proceed threshold for repurchase of notes | 0 | |||
Convertible senior notes, due 2026 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Convertible senior notes, fair value | 78,000 | 73,100 | ||
Decrease in stock price | 4,900 | |||
Convertible senior notes, due 2028 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Convertible senior notes, fair value | 227,500 | $ 196,700 | ||
Decrease in stock price | $ 30,800 | |||
Share price | Private warrant liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants, measurement input | $ / shares | 4.31 | 3.08 | ||
Price volatility | Private warrant liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants, measurement input | 0.88 | 0.95 | ||
Exercise price | Private warrant liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants, measurement input | $ / shares | 11.50 | 11.50 | ||
Expected term | Private warrant liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants term | 1 year 8 months 23 days | 1 year 11 months 23 days | ||
Probabilities of a repurchase | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.03 | |||
Probabilities of a repurchase | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.29 | |||
Fundamental change | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.03 | |||
Fundamental change | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.29 | |||
Qualifying asset sales | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.03 | |||
Qualifying asset sales | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.29 | |||
Floify | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration, liability, share price threshold | 2 | |||
Contingent consideration, cash released | $ 900 | |||
Monte Carlo simulation method | Floify | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration fair value | $ 14,900 | $ 14,000 | ||
Monte Carlo simulation method | Floify | Share price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration, measurement input | $ / shares | 4.13 | 3.08 | ||
Monte Carlo simulation method | Floify | Strike price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration, measurement input | $ / shares | 36 | 36 | ||
Monte Carlo simulation method | Floify | Discount rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration, measurement input | 0.236 | 0.279 | ||
Monte Carlo simulation method | Floify | Price volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration, measurement input | 0.95 | 0.90 | ||
Discounted cashflows method | Residential warranty services | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration fair value | $ 4,600 | $ 4,400 | ||
Discounted cashflows method | Residential warranty services | Discount rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Contingent consideration, measurement input | 0.17 | 0.17 |
Fair Value - Level 3 (Details)
Fair Value - Level 3 (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Contingent Consideration - Business Combinations | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 18,455 | $ 24,546 |
Settlements | (14,930) | (194) |
Change in fair value, loss (gain) included in net loss | 1,051 | (154) |
Ending balance | 4,576 | 24,198 |
Contingent Consideration - Earnout | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 44 | |
Settlements | 0 | |
Change in fair value, loss (gain) included in net loss | 0 | |
Ending balance | 44 | |
Embedded derivatives | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 28,131 | |
Settlements | 0 | |
Change in fair value, loss (gain) included in net loss | (1,483) | |
Ending balance | 26,648 | |
Private warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,151 | 707 |
Settlements | 0 | 0 |
Change in fair value, loss (gain) included in net loss | 425 | (345) |
Ending balance | $ 1,576 | $ 362 |
Property, Equipment, and Soft_3
Property, Equipment, and Software - Table (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | $ 36,388 | $ 35,615 |
Less: Accumulated depreciation and amortization | (18,800) | (18,754) |
Property, equipment, and software, net | 17,588 | 16,861 |
Software and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | 8,247 | 8,340 |
Furniture, office equipment, and other | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | 1,537 | 1,573 |
Internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | 25,428 | 24,526 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and software, gross | $ 1,176 | $ 1,176 |
Property, Equipment, and Soft_4
Property, Equipment, and Software - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 6,317 | $ 6,015 |
Property equipment software | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 1,600 | $ 1,200 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Intangible Assets and Goodwill | ||
Accumulated Amortization And Impairment | $ (52,960) | $ (57,482) |
Intangible Assets, gross | 135,465 | 144,698 |
Intangible assets, net | 82,505 | 87,216 |
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 | 8 years |
Intangible Assets, gross | $ 69,026 | $ 69,504 |
Accumulated Amortization And Impairment | (25,999) | (24,153) |
Intangible Assets, Net | $ 43,027 | $ 45,351 |
Acquired technology | ||
Intangible Assets and Goodwill | ||
Weighted Average Useful Life (in years) | 5 years | 5 years |
Intangible Assets, gross | $ 28,001 | $ 36,041 |
Accumulated Amortization And Impairment | (15,861) | (22,358) |
Intangible Assets, Net | $ 12,140 | $ 13,683 |
Trademarks and tradenames | ||
Intangible Assets and Goodwill | ||
Weighted Average Useful Life (in years) | 11 years | 11 years |
Intangible Assets, gross | $ 23,443 | $ 23,443 |
Accumulated Amortization And Impairment | (7,207) | (6,701) |
Intangible Assets, Net | $ 16,236 | $ 16,742 |
Non-compete agreements | ||
Intangible Assets and Goodwill | ||
Weighted Average Useful Life (in years) | 5 years | 3 years |
Intangible Assets, gross | $ 301 | $ 616 |
Accumulated Amortization And Impairment | (152) | (455) |
Intangible Assets, Net | $ 149 | $ 161 |
Renewal rights | ||
Intangible Assets and Goodwill | ||
Weighted Average Useful Life (in years) | 6 years | 6 years |
Intangible Assets, gross | $ 9,734 | $ 9,734 |
Accumulated Amortization And Impairment | (3,741) | (3,415) |
Intangible Assets, Net | $ 5,993 | $ 6,319 |
Value of business acquired | ||
Intangible Assets and Goodwill | ||
Weighted Average Useful Life (in years) | 1 year | |
Intangible Assets, gross | $ 400 | |
Accumulated Amortization And Impairment | (400) | |
Intangible Assets, Net | $ 0 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Aggregate amortization expense | $ 4,700 | $ 4,900 | |
Goodwill | $ 191,907 | $ 191,907 |
Debt - Table (Details)
Debt - Table (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt | ||
Principal | $ 550,484 | $ 558,728 |
Unaccreted Discount | (111,200) | (115,366) |
Debt Issuance Costs | (7,052) | (7,623) |
Carrying Value | 432,232 | 435,739 |
Convertible senior notes, due 2026 | ||
Debt | ||
Principal | 217,000 | 225,000 |
Unaccreted Discount | 0 | 0 |
Debt Issuance Costs | (2,903) | (3,311) |
Carrying Value | 214,097 | 221,689 |
Convertible senior notes, due 2028 | ||
Debt | ||
Principal | 333,334 | 333,334 |
Unaccreted Discount | (111,191) | (115,353) |
Debt Issuance Costs | (4,149) | (4,312) |
Carrying Value | 217,994 | 213,669 |
Advance funding arrangement | ||
Debt | ||
Principal | 94 | |
Unaccreted Discount | 0 | |
Debt Issuance Costs | 0 | |
Carrying Value | 94 | |
Other notes | ||
Debt | ||
Principal | 150 | 300 |
Unaccreted Discount | (9) | (13) |
Debt Issuance Costs | 0 | 0 |
Carrying Value | $ 141 | $ 287 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Apr. 30, 2023 | |
Debt | ||||
Interest costs capitalized | $ 100 | |||
Gain on extinguishment of debt | $ 4,891 | $ 0 | ||
Convertible senior notes, due 2026 | ||||
Debt | ||||
Interest rate (stated) | 0.75% | |||
Interest expense | $ 700 | 1,400 | ||
Effective interest rate | 1.30% | |||
Gain on extinguishment of debt | $ 4,900 | |||
Payment for debt extinguishment | $ 3,000 | |||
Payment for debt extinguishment, par value | 0.375 | |||
Repurchased face amount | $ 8,000 | |||
Senior Secured Convertible Notes 6.75% due 2028 | ||||
Debt | ||||
Interest rate (stated) | 6.75% | |||
Interest expense | $ 9,900 | $ 0 | ||
Effective interest rate | 17.90% | |||
Contractual interest expense | $ 5,600 | |||
Amortization of debt issuance costs and discount | $ 4,300 |
Debt - Advance Funding Arrangem
Debt - Advance Funding Arrangement (Details) - Advance funding arrangement | Mar. 31, 2024 USD ($) |
Debt Instrument [Line Items] | |
Interest rate (stated) | 14% |
Advance funding arrangement, payable | $ 0 |
Stockholders' Equity and Warr_3
Stockholders' Equity and Warrants - Common Shares Outstanding and Common Stock Equivalents (Details) shares in Thousands | 3 Months Ended | |||
Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 shares | Oct. 31, 2021 | Sep. 16, 2021 $ / shares | |
Common Stock and Redeemable Convertible Preferred Stock | ||||
Issued and outstanding common shares (in shares) | 97,869 | 97,061 | ||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance (in shares) | 149,417 | 150,812 | ||
Shares issued, guarantee, value threshold | 2 | |||
Convertible senior notes, due 2026 | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance (in shares) | 8,679 | 8,999 | ||
Capped call transactions, strike price (per unit) | $ / shares | $ 37.74 | $ 25 | ||
Potentially dilutive shares (in shares) | 6,000 | |||
Convertible senior notes, due 2028 | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance (in shares) | 13,332 | 13,332 | ||
Restricted Stock Units (RSUs) | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance (in shares) | 11,089 | 12,065 | ||
Contingent Consideration - Business Combinations | ||||
Common shares reserved for future issuance: | ||||
Contingently issuable shares in connection with acquisitions (in shares) | 0 | 5,908 | ||
2020 Stock Incentive Plan | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance (in shares) | 13,270 | 8,009 | ||
Private warrants | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance (in shares) | 1,796 | 1,796 | ||
Stock options (Note 9) | ||||
Common shares reserved for future issuance: | ||||
Total shares of common stock outstanding and reserved for future issuance (in shares) | 3,382 | 3,642 |
Stockholders' Equity and Warr_4
Stockholders' Equity and Warrants - Narrative (Details) - shares shares in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Stockholders' Equity Note [Abstract] | ||
Warrants, outstanding (in shares) | 1.8 | 1.8 |
Common shares issued (in shares) | 11.5 | 11.5 |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-Based Compensation | ||
Total stock-based compensation expense | $ 5,368 | $ 6,894 |
Selling and marketing | ||
Stock-Based Compensation | ||
Total stock-based compensation expense | 694 | 1,045 |
Product and technology | ||
Stock-Based Compensation | ||
Total stock-based compensation expense | 1,095 | 1,449 |
General and administrative | ||
Stock-Based Compensation | ||
Total stock-based compensation expense | $ 3,579 | $ 4,400 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU and PRSU Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 shares | |
Stock options | |
Number of Options | |
Beginning balance (in shares) | 3,642 |
Granted (in shares) | 0 |
Vested (in shares) | |
Exercise (in shares) | (243) |
Forfeited, canceled or expired (in shares) | (17) |
Ending balance (in shares) | 3,382 |
Restricted Stock Units (RSUs) | |
Number of Restricted Stock Units | |
Beginning balance (in shares) | 8,310 |
Granted (in shares) | 149 |
Vested (in shares) | (620) |
Exercised (in shares) | 0 |
Forfeited, canceled or expired (in shares) | (504) |
Ending balance (in shares) | 7,335 |
Performance restricted stock units | |
Number of Restricted Stock Units | |
Beginning balance (in shares) | 3,754 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited, canceled or expired (in shares) | 0 |
Ending balance (in shares) | 3,754 |
Reinsurance - Additional Inform
Reinsurance - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 01, 2024 USD ($) program layer | Jan. 19, 2024 | Jul. 01, 2023 USD ($) | Jan. 31, 2024 USD ($) | Aug. 31, 2023 USD ($) layer | Mar. 31, 2024 USD ($) placement | Dec. 31, 2023 USD ($) | |
Reinsurance Retention [Line Items] | |||||||
Term | 5 years | ||||||
Proceeds from collaborative agreement | $ 25 | ||||||
Proceeds from collaborative agreement, cash recoveries | $ 3 | ||||||
Other income | $ 8.7 | ||||||
Vesttoo | Homeowners of America Insurance Company | |||||||
Reinsurance Retention [Line Items] | |||||||
Additional premium payments | $ 20 | ||||||
Reinsurance, collateral received from trust | $ 47.6 | ||||||
Reinsurance, collateral, line of credit facility | 300 | ||||||
Provision for doubtful accounts | $ 36 | ||||||
Maximum | Vesttoo | Homeowners of America Insurance Company | |||||||
Reinsurance Retention [Line Items] | |||||||
Reinsurance coverage limit | $ 175 | ||||||
Reinsurance Quota Share Program | |||||||
Reinsurance Retention [Line Items] | |||||||
Number of placements for reinsurance programs | placement | 3 | ||||||
Reinsured risk percentage | 27.50% | ||||||
Number of programs | program | 1 | ||||||
Reinsurance Quota Share Program | Texas | |||||||
Reinsurance Retention [Line Items] | |||||||
Reinsured risk percentage | 42% | ||||||
Reinsurance Quota Share Program | South Carolina | |||||||
Reinsurance Retention [Line Items] | |||||||
Reinsured risk percentage | 7% | ||||||
Reinsurance Quota Share Program | Core program | |||||||
Reinsurance Retention [Line Items] | |||||||
Reinsured risk percentage | 9.50% | ||||||
Reinsurance Quota Share Program | Core locations outside of Texas | |||||||
Reinsurance Retention [Line Items] | |||||||
Reinsured risk percentage | 8% | ||||||
Reinsurance Quota Share Program | Combined program | |||||||
Reinsurance Retention [Line Items] | |||||||
Reinsured risk percentage | 5% | ||||||
Reinsurance Property Catastrophe Treaties | |||||||
Reinsurance Retention [Line Items] | |||||||
Number of retention layers for reinsurance policy | layer | 5 | 4 | |||||
Excess amount retained | $ 465 | $ 440 | |||||
Reinsurance Property Catastrophe Treaties | Minimum | |||||||
Reinsurance Retention [Line Items] | |||||||
Amount retained | 45 | 20 | |||||
Reinsurance Property Catastrophe Treaties | Maximum | |||||||
Reinsurance Retention [Line Items] | |||||||
Amount retained | $ 75 | $ 80 |
Reinsurance - Effects of Reinsu
Reinsurance - Effects of Reinsurance on Premiums Written and Earned (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Reinsurance Disclosures [Abstract] | ||
Direct premiums, written | $ 75,104 | $ 96,873 |
Ceded premiums, written | (30,329) | 2,266 |
Net premiums, written | 44,775 | 99,139 |
Direct premiums, earned | 108,588 | 114,824 |
Ceded premiums, earned | (36,363) | (74,674) |
Net premiums, earned | $ 72,225 | $ 40,150 |
Reinsurance - Effects of rein_2
Reinsurance - Effects of reinsurance on incurred losses and LAE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Reinsurance Disclosures [Abstract] | ||
Direct losses and LAE | $ 79,416 | $ 90,015 |
Ceded losses and LAE | (10,483) | (47,156) |
Net losses and LAE | $ 68,933 | $ 42,859 |
Reinsurance - Detail of reinsur
Reinsurance - Detail of reinsurance balances due (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Reinsurance balances due: | ||
Ceded unearned premium | $ 41,899 | $ 50,697 |
Losses and LAE reserve | 18,556 | 19,911 |
Reinsurance recoverable | 14,637 | 12,629 |
Other | 327 | 345 |
Reinsurance balance due | $ 75,419 | $ 83,582 |
Unpaid Losses and Loss Adjust_3
Unpaid Losses and Loss Adjustment Reserve - Unpaid Losses and LAE Gross (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | |
Reserve for unpaid losses and LAE, beginning balance | $ 95,503 |
Reinsurance recoverable on losses and LAE, beginning balance | (19,808) |
Reserve for unpaid losses and LAE reserve, net of reinsurance recoverables, beginning balance | 75,695 |
Add provisions (reductions) for losses and LAE occurring in: | |
Current year | 67,135 |
Prior years | 1,798 |
Net incurred losses and LAE during the current year | 68,933 |
Deduct payments for losses and LAE occurring in: | |
Current year | (19,242) |
Prior years | (31,382) |
Net claim and LAE payments during the current year | (50,624) |
Reserve for unpaid losses and LAE, net of reinsurance recoverable, ending balance | 94,004 |
Reinsurance recoverable on losses and LAE, ending balance | (18,556) |
Reserve for unpaid losses and LAE, ending balance | $ 112,560 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | ||
Interest income | $ 434 | $ 720 |
Gain on settlement of contingent consideration | 14,930 | 0 |
Loss on sale of business | (5,244) | 0 |
Recoveries of losses on reinsurance contracts | 12,570 | 0 |
Other, net | (12) | 42 |
Total other income (expense) | $ 22,678 | $ 762 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 178 | $ (111) |
Effective income tax rate | (1.40%) | 0.30% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | Mar. 31, 2024 proceeding |
Commitments and Contingencies Disclosure [Abstract] | |
Number of legal proceedings | 13 |
Business Disposition (Details)
Business Disposition (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jan. 31, 2024 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of business | $ 10,348 | $ 0 | ||
Elite Insurance Group (“EIG”) | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Estimated price of business disposal | $ 12,200 | |||
Proceeds from sale of business | $ 10,300 | |||
Receivable from divestiture of businesses | 1,800 | $ 1,800 | ||
Loss on disposal | $ 5,200 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 2 |
Software And Services | Revenue Benchmark | Product Concentration Risk | Vertical Software segment | |
Segment Reporting Information [Line Items] | |
Concentration Risk, Percentage | 62% |
Move And Post Move Services | Revenue Benchmark | Product Concentration Risk | Vertical Software segment | |
Segment Reporting Information [Line Items] | |
Concentration Risk, Percentage | 38% |
Segment Information - Revenue (
Segment Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 115,443 | $ 87,369 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 115,443 | 87,369 |
Vertical Software segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 27,495 | 28,627 |
Vertical Software segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 27,495 | 28,627 |
Insurance segment | ||
Segment Reporting Information [Line Items] | ||
Total Insurance segment revenue | 87,948 | 58,742 |
Insurance segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total Insurance segment revenue | $ 87,948 | $ 58,742 |
Segment Information - Consolida
Segment Information - Consolidated Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total segment adjusted EBITDA (loss) | $ (1,762) | $ (7,581) |
Reconciling items: | ||
Corporate and other | (15,026) | (14,301) |
Depreciation and amortization | (6,317) | (6,015) |
Impairment loss on intangible assets and goodwill | 0 | (2,021) |
Stock-based compensation expense | (5,368) | (6,894) |
Other non-operating income | (1,176) | 0 |
Restructuring costs | (157) | (984) |
Acquisition and other transaction costs | (167) | (128) |
Change in fair value of contingent consideration | (1,051) | 154 |
Investment income and realized gains | (3,644) | (758) |
Operating loss | (34,668) | (38,528) |
Vertical Software segment | Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total segment adjusted EBITDA (loss) | 1,123 | (396) |
Insurance segment | Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total segment adjusted EBITDA (loss) | $ (2,885) | $ (7,185) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Attributable per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss used to compute net loss per share - basic | $ (13,362) | $ (38,740) |
Net loss used to compute net loss per share - diluted | $ (13,362) | $ (38,740) |
Denominator: | ||
Weighted average shares outstanding used to compute net loss used to compute net loss per share - basic (in shares) | 97,512,000 | 95,210,000 |
Weighted average shares outstanding used to compute net loss used to compute net loss per share - diluted (in shares) | 97,512,000 | 95,210,000 |
Net loss per share - basic (in usd per share) | $ (0.14) | $ (0.41) |
Net loss per share - diluted (in usd per share) | $ (0.14) | $ (0.41) |
Net Loss Per Share - Computat_2
Net Loss Per Share - Computation of diluted net loss per antidilutive (Details) shares in Thousands | 3 Months Ended | |||
Mar. 31, 2024 $ / shares shares | Mar. 31, 2023 shares | Oct. 31, 2021 | Sep. 16, 2021 $ / shares | |
Net Loss Per Share | ||||
Shares issued, guarantee, value threshold | 2 | |||
Convertible senior notes, due 2026 | ||||
Net Loss Per Share | ||||
Capped call transactions, strike price (per unit) | $ / shares | $ 37.74 | $ 25 | ||
Stock options | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,382 | 3,735 | ||
Restricted stock units and awards | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 7,335 | 4,994 | ||
Performance restricted stock units | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,754 | 1,223 | ||
Public and private warrants | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,796 | 1,796 | ||
Earnout shares | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 2,050 | ||
Convertible debt | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 22,011 | 16,998 | ||
Contingent Consideration - Business Combinations | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 13,958 |