doma-20221110
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (date of earliest event reported): November 10, 2022
                         
DOMA HOLDINGS, INC.

(Exact name of Registrant, as specified in its charter)
Delaware001-3975484-1956909
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

101 Mission Street, Suite 740
San Francisco, California 94105
(Address of principal executive offices) (Zip code)

650-419-3827
(Registrant's telephone number, including area code)

Not Applicable
(Former name or address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.0001 per share DOMA The New York Stock Exchange
Warrants to purchase common stockDOMA.WSThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02          Results of Operations and Financial Condition.

On November 10, 2022, Doma Holdings, Inc. (the "Company") issued a press release announcing its financial results for the three and nine months ended September 30, 2022. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01          Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
99.1*
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Furnished herewith

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2022   

 
   
 By:/s/ Mike Smith
 Name:
Mike Smith
 Title:Chief Financial Officer

3
Document
Exhibit 99.1
Doma's Q3 2022 Results Show Significant Progress Toward Profitability; Expects to Achieve Positive Adjusted EBITDA Earlier in 2023 than Previously Communicated, Despite Challenging Market Conditions

Third Quarter 2022 Business Highlights(1):
Total revenue of $108 million, down (13)% versus Q2 2022
Retained premiums and fees of $43 million, down (13)% versus Q2 2022
Gross profit of $7 million, up 3% versus Q2 2022
Adjusted gross profit of $12 million, up 7% versus Q2 2022
Purchase closed orders down (11)% versus Q2 2022, Refinance closed orders down (25)% versus Q2 2022, and Total closed orders down (19)% versus Q2 2022

SAN FRANCISCO--(Business Wire)--November 10, 2022-- Doma Holdings, Inc. (NYSE: DOMA) ("Doma" or the "Company"), a leading force for disruptive change in the real estate industry, today reported quarterly financial results and key operating data for the three and nine months ended September 30, 2022(2). Doma’s results, while impacted by this year's extraordinarily challenging housing market conditions, demonstrate the Company's ability to adapt the business and drive value for all parties involved in a real estate transaction under even the most challenging of cycles. Doma is now committed to accelerating its path to profitability and achieving positive adjusted EBITDA earlier in 2023 than previously communicated.

"We know how important reaching adjusted EBITDA profitability is, especially as we're facing a set of circumstances that seem to be pointing the housing market toward recession," said Max Simkoff, CEO of Doma. "We believe we are the only company in our space with the proven technology and distribution opportunities to meaningfully drive transactions for homeowners that are better, faster, and cheaper. It is more important now than it ever has been to continue to deliver on our mission and to do so at scale, which is why we are committed to achieving adjusted EBITDA profitability sooner than the late 2023 timeline which we had previously communicated."

Doma's financial performance in the third quarter was challenged by the cumulative effect of four consecutive 75 basis point rate hikes this year, high inflation, broken global supply chains, and broader geopolitical concerns which have all contributed to the near doubling of 30-year fixed mortgage rates versus this time last year. Despite these strong market headwinds, Doma's ability to adapt to even the most difficult external conditions is highlighted by its third quarter $13 million adjusted EBITDA improvement compared to Q2, driven by significant expense reductions in Q2 and Q3. These expense reductions are expected to continue to contribute to an upward trajectory in adjusted EBITDA in Q4, but the Company also anticipates strong market headwinds to continue to challenge its ability to generate Retained Premiums and Fees. As a result, Doma is revising its adjusted EBITDA guidance for the full year 2022, expecting to fall between negative $135 million and negative $140 million, versus the negative $100 million to negative $120 million previously communicated. This revised 2022 guidance will not impact Doma's commitment to become adjusted EBITDA positive in 2023 and the Company is squarely focused on the most scalable and cost effective distribution of its technology solutions to customers in line with how the market continues to evolve.
"Given our laser focus on profitability, we will continue to prioritize investments in areas that we believe will drive the most long-term value for all our stakeholders, while ensuring those investments have a focus on profitability and cash generation, over growth," said Mike Smith, Chief Financial Officer at Doma. "While we are updating our adjusted EBITDA guidance for 2022, we remain committed to adjustments and investment in the business that are not only scalable and will keep us on our path to profitability but that best serve the needs of customers in this difficult housing market."

(1) Reconciliations of retained premiums and fees, adjusted gross profit, and the other financial measures used in this press release that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to the nearest measures prepared in accordance with GAAP have been provided in this press release in the accompanying tables. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

(2) Doma completed its business combination with Capitol Investment Corp. V ("Capitol") on July 28, 2021. The financial results and key operating data included in this third quarter release include operating results of Doma prior to completion of the business combination and operating results of the combined company subsequent to completion of the business combination.



2022 Full Year Outlook (3):
Non-GAAP Financial Measures
Doma revises adjusted EBITDA guidance to between negative $135 million and negative $140 million
Doma intends to be adjusted EBITDA positive sooner than late 2023

Non-GAAP Financial Measures
Some of the financial information and data contained in this press release, such as retained premiums and fees, adjusted gross profit and adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Retained premiums and fees is defined as revenue less premiums retained by third-party agents. Adjusted gross profit is defined as gross profit (loss), adjusted to exclude the impact of depreciation and amortization. Adjusted EBITDA is defined as net income (loss) before interest, income taxes, depreciation and amortization, and further adjusted to exclude the impact of stock-based compensation, severance costs, goodwill impairment and the change in fair value of warrant and sponsor covered shares liabilities. Doma believes that the use of retained premiums and fees, adjusted gross profit and adjusted EBITDA provides additional tools to assess operational performance and trends in, and in comparing Doma's financial measures with, other similar companies, many of which present similar non-GAAP financial measures to investors. Doma’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial measures determined in accordance with GAAP. Because of the limitations of non-GAAP financial measures, you should consider the non-GAAP financial measures presented herein in conjunction with Doma’s financial statements and the related notes thereto. Please refer to the non-GAAP reconciliations in this press release for a reconciliation of these non-GAAP financial measures to the most comparable financial measure prepared in accordance with GAAP.
Conference Call Information
Doma will host a conference call at 5:00 PM Eastern Time on Tuesday, November 10, to present its third quarter 2022 financial results.
Dial-in Details: To access the call by phone, please go to this link (https://register.vevent.com/register/BIae0c54666f4949a589c0e4263d178c4b), and you will be provided with dial-in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time.

The live webcast of the call will be accessible on the Company’s website at investor.doma.com. Approximately two hours after conclusion of the live event, an archived webcast of the conference call will be accessible from the Investor Relations section of the Company’s website for twelve months.
About Doma Holdings, Inc.
Doma is a real estate technology company that is disrupting a century-old industry by building an instant and frictionless home closing experience for buyers and sellers. Doma uses proprietary machine intelligence technology and deep human expertise to create a vastly more simple and affordable experience for everyone involved in a residential real estate transaction, including current and prospective homeowners, mortgage lenders, title agents, and real estate professionals. With Doma, what used to take days can now be done in minutes, replacing an arcane and cumbersome process with a digital experience designed for today’s world. To learn more visit doma.com.
Forward-Looking Statements Legend
(3) With respect to our guidance on adjusted EBITDA, the Company is not able to provide a quantitative reconciliation without unreasonable efforts to the most directly comparable GAAP financial measure, which would be net loss, due to the high variability, complexity and low visibility with respect to certain items such as income taxes and changes in the fair value of Warrant and Sponsor Covered shares liabilities. We expect the variability of these items to have a potentially unpredictable and potentially significant impact on future GAAP financial results, and, as such, we also believe that any reconciliations provided would imply a degree of precision that would be confusing or misleading to investors.


This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The absence of these words does not mean that a statement is not forward-looking. Such statements are based on the beliefs of, as well as assumptions made by information currently available to Doma management. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, total addressable market ("TAM"), market share and competition. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectation of Doma’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, will differ from assumptions and are beyond the control of Doma.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in business, market, financial, political and legal conditions; risks relating to the uncertainty of the projected financial information with respect to Doma; future global, regional or local economic, political, market and social conditions, including due to the COVID-19 pandemic; the development, effects and enforcement of laws and regulations, including with respect to the title insurance industry; Doma’s ability to manage its future growth or to develop or acquire enhancements to its platform; the effects of competition on Doma’s future business; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and those other factors described in Part I, Item 1A - “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021 and any subsequent reports filed by Doma from time to time with the U.S. Securities and Exchange Commission (the “SEC”).
If any of these risks materialize or Doma’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Doma does not presently know or that Doma currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Doma’s expectations, plans or forecasts of future events and views as of the date of this press release. Doma anticipates that subsequent events and developments will cause Doma’s assessments to change. However, while Doma may elect to update these forward-looking statements at some point in the future, Doma specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Doma’s assessment as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Investor Contact: Beatriz Bartolome | Head of Investor Relations for Doma | ir@doma.com
Media Contact: Camilla Whitmore | Lead, Public Relations for Doma | press@doma.com
SOURCE Doma Holdings, Inc.



Key Operating and Financial Indicators
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in thousands, except for open and closed order numbers)
Key operating data:
Opened orders21,509 52,867 81,932 135,442 
Closed orders15,302 35,300 61,448 99,386 
GAAP financial data:
Revenue (1)
$107,856 $162,582 $343,807 $420,364 
Gross profit (2)
$7,355 $28,302 $21,632 $81,232 
Net loss (3)
$(84,113)$(34,270)$(192,791)$(69,327)
Non-GAAP financial data (4):
Retained premiums and fees$42,715 $70,986 $143,426 $193,249 
Adjusted gross profit$11,606 $30,280 $32,866 $88,937 
Ratio of adjusted gross profit to retained premiums and fees27 %43 %23 %46 %
Adjusted EBITDA$(30,232)$(20,109)$(118,527)$(35,291)
_________________
(1)Revenue is comprised of (i) net premiums written, (ii) escrow, other title-related fees and other, and (iii) investment, dividend and other income.
(2)Gross profit, calculated in accordance with GAAP, is calculated as total revenue, minus premiums retained by third-party agents, direct labor expense (including mainly personnel expense for certain employees involved in the direct fulfillment of policies) and direct non-labor expense (including mainly title examination expense, provision for claims, and depreciation and amortization). In our consolidated income statements, depreciation and amortization is recorded under the “other operating expenses” caption.
(3)Net loss is made up of the components of revenue and expenses.
(4)Retained premiums and fees, adjusted gross profit and adjusted EBITDA are non-GAAP financial measures.




Non-GAAP Financial Measures
Retained premiums and fees
The following table reconciles our retained premiums and fees to our gross profit, the most closely comparable GAAP financial measure, for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in thousands)(in thousands)
Revenue
$107,856 $162,582 $343,807 $420,364 
Minus:
Premiums retained by third-party agents65,141 91,596 200,381 227,115 
Retained premiums and fees
$42,715 $70,986 $143,426 $193,249 
Minus:
Direct labor20,220 23,948 71,908 62,829 
Provision for claims4,665 6,685 15,586 16,741 
Depreciation and amortization4,251 1,978 11,234 7,705 
Other direct costs (1)
6,224 10,073 23,066 24,742 
Gross Profit
$7,355 $28,302 $21,632 $81,232 
__________________
(1)Includes title examination expense, office supplies, and premium and other taxes.



Adjusted gross profit
The following table reconciles our adjusted gross profit to our gross profit, the most closely comparable GAAP financial measure, for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in thousands)(in thousands)
Gross Profit
$7,355 $28,302 $21,632 $81,232 
Adjusted for:
Depreciation and amortization4,251 1,978 11,234 7,705 
Adjusted Gross Profit
$11,606 $30,280 $32,866 $88,937 
Adjusted EBITDA
The following table reconciles our adjusted EBITDA to our net loss, the most closely comparable GAAP financial measure, for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in thousands)(in thousands)
Net loss (GAAP)
$(84,113)$(34,270)$(192,791)$(69,327)
Adjusted for:
Depreciation and amortization4,251 1,978 11,234 7,705 
Interest expense4,584 4,531 13,280 12,341 
Income taxes425 170 746 506 
EBITDA
$(74,853)$(27,591)$(167,531)$(48,775)
Adjusted for:
Stock-based compensation7,746 3,004 27,394 9,006 
Severance costs4,567 — 8,395 — 
Goodwill impairment33,746 — 33,746 — 
Change in fair value of Warrant and Sponsor Covered shares liabilities(1,438)4,478 (20,531)4,478 
Adjusted EBITDA
$(30,232)$(20,109)$(118,527)$(35,291)

The following table reconciles our adjusted gross profit to our adjusted EBITDA, for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in thousands)(in thousands)
Adjusted Gross Profit
$11,606 $30,280 $32,866 $88,937 
Minus:
Customer acquisition costs10,824 14,870 41,602 36,956 
Other indirect costs (1)
31,014 35,519 109,791 87,272 
Adjusted EBITDA$(30,232)$(20,109)$(118,527)$(35,291)
__________________
(1)Includes corporate support, research and development, and other operating costs.




Doma Holdings, Inc.
Consolidated Statements of Operations
Three Months Ended September 30,Nine Months Ended September 30,
(In thousands, except share and per share information)2022202120222021
Revenues:
Net premiums written (1)
$94,488 $141,491 $299,080 $358,754 
Escrow, other title-related fees and other12,627 20,452 43,106 59,092 
Investment, dividend and other income741 639 1,621 2,518 
Total revenues $107,856 $162,582 $343,807 $420,364 
Expenses:
Premiums retained by Third-Party Agents (2)
$65,141 $91,596 $200,381 $227,115 
Title examination expense3,709 5,289 14,836 15,643 
Provision for claims4,665 6,685 15,586 16,741 
Personnel costs60,481 62,410 211,507 159,829 
Other operating expenses20,656 21,693 67,047 53,038 
Goodwill impairment33,746 — 33,746 — 
Total operating expenses $188,398 $187,673 $543,103 $472,366 
Loss from operations $(80,542)$(25,091)$(199,296)$(52,002)
Other (expense) income:
Change in fair value of Warrant and Sponsor Covered Shares liabilities 1,438 (4,478)20,531 (4,478)
Interest expense(4,584)(4,531)(13,280)(12,341)
Loss before income taxes $(83,688)$(34,100)$(192,045)$(68,821)
Income tax expense(425)(170)(746)(506)
Net loss $(84,113)$(34,270)$(192,791)$(69,327)
Earnings per share:
Net loss per share attributable to stockholders - basic and diluted$(0.26)$(0.14)$(0.59)$(0.54)
Weighted average shares outstanding common stock - basic and diluted326,820,954 245,003,754 325,207,884 128,105,954 
__________________
(1)Net premiums written includes revenues from a related party of $34.8 million and $30.3 million during the three months ended September 30, 2022 and 2021, respectively. Net premiums written includes revenues from a related party of $96.1 million and $81.9 million during the nine months ended September 30, 2022 and 2021, respectively.
(2)Premiums retained by Third-Party Agents includes expenses associated with a related party of $27.9 million and $24.8 million during the three months ended September 30, 2022 and 2021, respectively. Premiums retained by Third-Party Agents includes expenses associated with a related party of $77.5 million and $66.6 million during the nine months ended September 30, 2022 and 2021, respectively.



Doma Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share information)September 30, 2022December 31, 2021
Assets
Cash and cash equivalents$186,400 $379,702 
Restricted cash2,965 4,126 
Investments:
Fixed maturities
Held-to-maturity debt securities, at amortized cost (net of allowance for credit losses of $433 at September 30, 2022 and $0 at December 31, 2021)46,132 67,164 
Available-for-sale debt securities, at fair value (amortized cost $48,399 at September 30, 2022 and $0 at December 31, 2021)47,584 — 
Mortgage loans302 2,022 
Other long-term investments325 325 
Total investments$94,343 $69,511 
Receivables (net of allowance for credit losses of $1,428 at September 30, 2022 and $1,082 at December 31, 2021)10,469 15,498 
Prepaid expenses, deposits and other assets11,558 15,692 
Lease right-of-use assets27,636 — 
Fixed assets (net of accumulated depreciation of $29,650 at September 30, 2022 and $19,543 at December 31, 2021)63,558 45,953 
Title plants14,533 13,952 
Goodwill77,741 111,487 
Total assets $489,203 $655,921 
Liabilities and stockholders’ equity
Accounts payable$3,441 $6,930 
Accrued expenses and other liabilities34,955 54,149 
Lease liabilities29,089 — 
Senior secured credit agreement, net of debt issuance costs and original issue discount151,383 141,769 
Liability for loss and loss adjustment expenses83,791 80,267 
Warrant liabilities1,040 16,467 
Sponsor Covered Shares liability312 5,415 
Total liabilities $304,011 $304,997 
Stockholders’ equity:
Common stock, 0.0001 par value; 2,000,000,000 shares authorized at September 30, 2022; 327,872,190 and 323,347,806 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively33 33 
Additional paid-in capital571,167 543,070 
Accumulated deficit(385,369)(192,179)
Accumulated other comprehensive income(639)— 
Total stockholders’ equity$185,192 $350,924 
Total liabilities and stockholders’ equity $489,203 $655,921 



Quarterly Results of Operations and Other Data
The following tables set forth our selected unaudited quarterly consolidated statements of operations data for each of the quarters indicated. The information for each quarter has been prepared on a basis consistent with our audited consolidated financial statements, and reflect, in the opinion of management, all adjustments, which consist only of a normal, recurring nature that are necessary for a fair statement of the financial information contained in those financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data should be read in conjunction with our consolidated financial statements.
Consolidated Statements of Operations
Three Months Ended
(In thousands)September 30, 2020December 31, 2020March 31, 2021June 30, 2021September 30, 2021 December 31, 2021March 31, 2022June 30, 2022September 30, 2022
Revenues:
Net premiums written
$103,587 $98,870 $107,992 $109,271 $141,491 $116,598 $95,666 $108,926 $94,488 
Escrow, other title-related fees and other
16,742 17,977 18,575 20,065 20,452 20,493 16,113 14,366 12,627 
Investment, dividend and other income
743 663 1,229 650 639 588 428 452 741 
Total revenues
$121,072 $117,510 $127,796 $129,986 $162,582 $137,679 $112,207 $123,744 $107,856 
Expenses:
Premiums retained by Third-Party Agents
$67,024 $64,011 $70,338 $65,181 $91,596 $71,330 $60,602 $74,638 $65,141 
Title examination expense
4,624 4,393 4,853 5,500 5,289 6,495 5,981 5,146 3,709 
Provision for claims
5,242 5,272 3,249 6,807 6,685 4,594 4,611 6,310 4,665 
Personnel costs
36,197 38,874 43,464 53,954 62,410 78,306 77,793 73,233 60,481 
Other operating expenses
10,210 12,149 14,165 17,181 21,693 26,912 22,754 23,637 20,656 
Goodwill impairment— — — — — — — — 33,746 
Total operating expenses
$123,297 $124,699 $136,069 $148,623 $187,673 $187,637 $171,741 $182,964 $188,398 
Loss from operations
$(2,225)$(7,189)$(8,273)$(18,637)$(25,091)$(49,958)$(59,534)$(59,220)$(80,542)
Other income (expense):
Change in fair value of warrant and Sponsor Covered Shares liabilities — — — — (4,478)11,169 13,900 5,193 1,438 
Interest expense
(1,193)(1,151)(3,360)(4,451)(4,531)(4,519)(4,207)(4,489)(4,584)
Loss before income taxes
$(3,418)$(8,340)$(11,633)$(23,088)$(34,100)$(43,308)$(49,841)$(58,516)$(83,688)
Income tax expense
(204)(223)(125)(211)(170)(421)(185)(136)(425)
Net loss
$(3,622)$(8,563)$(11,758)$(23,299)$(34,270)$(43,729)$(50,026)$(58,652)$(84,113)




Reconciliation of GAAP to Non-GAAP Measures
The following tables present our reconciliation of GAAP measures to non-GAAP measures for the historical periods indicated.
Retained premiums and fees
Three Months Ended
(In thousands)September 30, 2020December 31, 2020March 31, 2021June 30, 2021September 30, 2021 December 31, 2021March 31, 2022June 30, 2022September 30, 2022
Revenue
$121,072 $117,510 $127,796 $129,986 $162,582 $137,679 $112,207 $123,744 $107,856 
Minus:
Premiums retained by Third-Party Agents67,024 64,011 70,338 65,181 91,596 71,330 60,602 74,638 65,141 
Retained premiums and fees
$54,048 $53,499 $57,458 $64,805 $70,986 $66,349 $51,605 $49,106 $42,715 
Minus:
Direct labor14,892 17,050 17,979 20,902 23,948 26,787 27,798 23,890 20,220 
Provision for claims5,242 5,272 3,249 6,807 6,685 4,594 4,611 6,310 4,665 
Depreciation and amortization1,221 2,579 2,707 3,021 1,978 2,615 3,236 3,747 4,251 
Other direct costs(1)
6,314 4,186 7,109 7,561 10,073 10,322 8,826 8,016 6,224 
Gross Profit
$26,379 $24,412 $26,414 $26,514 $28,302 $22,031 $7,134 $7,143 $7,355 
__________________
(1)Includes title examination expense, office supplies, and premium and other taxes.
Adjusted gross profit
Three Months Ended
(in thousands)September 30, 2020December 31, 2020March 31, 2021June 30, 2021September 30, 2021 December 31, 2021March, 31, 2022June 30, 2022September 30, 2022
Gross Profit
$26,379 $24,412 $26,414 $26,514 $28,302 $22,031 $7,134 $7,143 $7,355 
Adjusted for:
Depreciation and amortization1,221 2,579 2,707 3,021 1,978 2,615 3,236 3,747 4,251 
Adjusted Gross Profit
$27,600 $26,991 $29,121 $29,535 $30,280 $24,646 $10,370 $10,890 $11,606 














Adjusted EBITDA
Three Months Ended
(in thousands)September 30, 2020December 31, 2020March 31, 2021June 30, 2021September 30, 2021December 31, 2021March, 31, 2022June 30, 2022September 30, 2022
Net loss (GAAP)
$(3,622)$(8,563)$(11,758)$(23,299)$(34,270)$(43,729)$(50,026)$(58,652)$(84,113)
Adjusted for:
Depreciation and amortization1,221 2,579 2,707 3,021 1,978 2,615 3,236 3,747 4,251 
Interest expense1,193 1,151 3,360 4,451 4,531 4,519 4,207 4,489 4,584 
Income taxes204 223 125 211 170 421 185 136 425 
EBITDA
$(1,004)$(4,610)$(5,566)$(15,616)$(27,591)$(36,174)$(42,398)$(50,280)$(74,853)
Adjusted for:
Stock-based compensation355 1,550 2,289 3,713 3,004 11,040 11,393 8,255 7,746 
Severance costs— — — — — — — 3,828 4,567 
Goodwill impairment— — — — — — — — 33,746 
Change in fair value of warrant and Sponsor Covered Shares liabilities — — — — 4,478 (11,169)(13,900)(5,193)(1,438)
Adjusted EBITDA
$(649)$(3,060)$(3,277)$(11,903)$(20,109)$(36,303)$(44,905)$(43,390)$(30,232)