0001722438-22-000210 | 10-Q | XBRL Viewer

^[1]

$ 94,488

$ 141,491

$ 299,080

$ 358,754

12,627

20,452

43,106

59,092

741

639

1,621

2,518

107,856

162,582

343,807

420,364

^[2]

65,141

91,596

200,381

227,115

20,220

23,948

71,908

62,829

6,224

10,073

23,066

24,742

4,665

6,685

15,586

16,741

Operating Segments | Distribution

11,606

30,280

32,866

88,937

24,778

47,573

89,071

131,506

(55)

(74)

130

24,723

47,620

88,997

131,636

17,353

21,791

63,997

56,884

3,710

5,650

15,143

16,846

737

1,243

2,593

1,777

Operating Segments | Underwriting

2,923

18,936

7,264

56,129

94,488

141,587

299,080

359,730

1,064

823

2,402

2,621

796

592

1,695

2,388

96,348

143,002

303,177

364,739

78,356

119,636

248,748

303,126

2,867

2,157

7,911

5,945

2,514

4,423

7,923

7,896

3,928

5,442

12,993

14,964

8,683

11,344

25,602

32,808

Eliminations

(96)

(976)

(13,215)

(27,944)

(48,367)

(75,035)

(13,215)

(28,040)

(48,367)

(76,011)

(13,215)

(28,040)

(48,367)

(76,011)

$ 0

[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 (see Note 11).

[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 (see Note 11).

Employee benefit plan (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
Employee benefit plan (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution percentage					50.00%
Employer matching percentage of employee's gross pay					6.00%
Maximum annual contributions per employee that receive an employer match, percent			3.50%		3.00%
Defined contributions	$ 1.3	$ 0.7	$ 3.6	$ 2.0
First 1%
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution percentage			100.00%
Employer matching percentage of employee's gross pay			1.00%
Next 5%
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution percentage			50.00%
Employer matching percentage of employee's gross pay			5.00%

Accrued expenses and other liabilities - Schedule of Liabilities Associated With Reduction Plans (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Restructuring Reserve [Roll Forward]
Balance as of January 1, 2022	$ 0
Charges incurred	8,396
Payments and other adjustments	(7,829)
Balance as of September 30, 2022	$ 567

Business Combination - Goodwill (Details) - USD ($)	3 Months Ended		9 Months Ended
Business Combination - Goodwill (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Goodwill [Roll Forward]
Beginning balance, January 1, 2022			$ 111,487,000
Goodwill impairment	$ (33,746,000)	$ 0	(33,746,000)	$ 0
Ending balance, September 30, 2022	77,741,000		77,741,000
Distribution
Goodwill [Roll Forward]
Beginning balance, January 1, 2022			88,074,000
Goodwill impairment	(33,700,000)	0	(33,746,000)	0
Ending balance, September 30, 2022	54,328,000		54,328,000
Underwriting
Goodwill [Roll Forward]
Beginning balance, January 1, 2022			23,413,000
Goodwill impairment	0	$ 0	0	$ 0
Ending balance, September 30, 2022	$ 23,413,000		$ 23,413,000

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Business Combination (Tables)

9 Months Ended

Sep. 30, 2022

Reverse Recapitalization [Abstract]

Schedule of Goodwill

The changes in the carrying value of goodwill, by segment, were as follows:


	Distribution		Underwriting		Total
Beginning balance, January 1, 2022	$	88,074	$	23,413	$	111,487
Impairment losses	(33,746)		—		(33,746)
Ending balance, September 30, 2022	$	54,328	$	23,413	$	77,741

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Accrued expenses and other liabilities

Summary of significant accounting policies - Title Plants (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Title Plant
Indefinite-lived Intangible Assets [Line Items]
Impairment of title plants	$ 0	$ 0	$ 0	$ 0

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for credit loss	$ 433	$ 0
Amortized Cost	48,399	0
Provision for doubtful accounts	1,428	1,082
Accumulated depreciation	$ 29,650	$ 19,543
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, shares issued (in shares)	327,872,190	323,347,806
Common stock, shares outstanding (in shares)	327,872,190	323,347,806

Accrued expenses and other liabilities

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued expenses and other liabilities include the following:


	September 30, 2022		December 31, 2021
Employee compensation and benefits	$	23,380	$	32,756
Other	11,575		21,393
Total accrued expenses and other liabilities	$	34,955	$	54,149

Workforce reduction plans

In the second and third quarter of 2022, the Company executed separate workforce reduction plans (collectively, the “Reduction Plans”) to improve cost efficiency and align with strategic investments in the Doma Intelligence platform. The Reduction Plans in the second and third quarter included the elimination of approximately 561 positions across the Company, or approximately 27% of the Company’s then current workforce. The Company is substantially complete with the Reduction Plans as of September 30, 2022.

Liabilities associated with the Reduction Plans are included in accrued expenses and other liabilities in the condensed consolidated balance sheet as of September 30, 2022.

The following table summarizes activity related to the liabilities associated with the Reduction Plans:


	Total
Balance as of January 1, 2022	$	—
Charges incurred (1)	8,396
Payments and other adjustments	(7,829)
Balance as of September 30, 2022	$	567

________________

(1) Charges incurred include employee benefits, severance, payroll taxes and related facilitation costs offset by forfeitures of bonus.

In the nine months ended September 30, 2022, forfeited stock-based compensation associated with the Reduction Plans was $1.9 million.

Leases - Narrative (Details)	Sep. 30, 2022
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term	1 month
Renewal term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term	7 years
Renewal term	5 years

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Summary of Lease Cost

The components of our operating leases were as follows:


	Nine months ended September 30, 2022
Components of lease expense:
Operating lease expense	$	9,097
Less sublease income	(250)
Net lease expense	8,847

Cash flow information related to leases:
Operating cash outflow from operating leases during the nine months ended September 30, 2022	$	8,174


	September 30, 2022
Right-of-use assets obtained during the nine months ended September 30, 2022 in exchange for new operating lease liabilities	$	9,857
Weighted average remaining lease term	4.19 years
Weighted average discount rate	10		%

Summary of Operating Lease Maturities


Maturities of lease liabilities:	September 30, 2022
2022	$	2,614
2023	9,719
2024	8,272
2025	6,066
2026	4,585
Thereafter	4,462
Total lease payments	35,718
Less imputed interest	(6,629)
Lease liabilities	$	29,089

Segment information (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Summary of Operating Results of the Company's Reportable Segments

The following table summarizes the operating results of the Company’s reportable segments:


	Three months ended September 30, 2022
	Distribution		Underwriting		Eliminations		Consolidated total
Net premiums written	$	—	$	94,488	$	—	$	94,488
Escrow, other title-related fees and other (1)	24,778		1,064		(13,215)		12,627
Investment, dividend and other income	(55)		796		—		741
Total revenue	$	24,723	$	96,348	$	(13,215)	$	107,856

Premiums retained by agents (2)	$	—	$	78,356	$	(13,215)	$	65,141
Direct labor (3)	17,353		2,867		—		20,220
Other direct costs (4)	3,710		2,514		—		6,224
Provision for claims	737		3,928		—		4,665
Adjusted gross profit	$	2,923	$	8,683	$	—	$	11,606



	Nine months ended September 30, 2022
	Distribution		Underwriting		Eliminations		Consolidated total
Net premiums written	$	—	$	299,080	$	—	$	299,080
Escrow, other title-related fees and other (1)	89,071		2,402		(48,367)		43,106
Investment, dividend and other income	(74)		1,695		—		1,621
Total revenue	$	88,997	$	303,177	$	(48,367)	$	343,807

Premiums retained by agents (2)	$	—	$	248,748	$	(48,367)	$	200,381
Direct labor (3)	63,997		7,911		—		71,908
Other direct costs (4)	15,143		7,923		—		23,066
Provision for claims	2,593		12,993		—		15,586
Adjusted gross profit	$	7,264	$	25,602	$	—	$	32,866


	Three months ended September 30, 2021
	Distribution		Underwriting		Eliminations		Consolidated total
Net premiums written	$	—	$	141,587	$	(96)	$	141,491
Escrow, other title-related fees and other (1)	47,573		823		(27,944)		20,452
Investment, dividend and other income	47		592		—		639
Total revenue	$	47,620	$	143,002	$	(28,040)	$	162,582

Premiums retained by agents (2)	$	—	$	119,636	$	(28,040)	$	91,596
Direct labor (3)	21,791		2,157		—		23,948
Other direct costs (4)	5,650		4,423		—		10,073
Provision for claims	1,243		5,442		—		6,685
Adjusted gross profit	$	18,936	$	11,344	$	—	$	30,280



	Nine months ended September 30, 2021
	Distribution		Underwriting		Eliminations		Consolidated total
Net premiums written	$	—	$	359,730	$	(976)	$	358,754
Escrow, other title-related fees and other (1)	131,506		2,621		(75,035)		59,092
Investment, dividend and other income	130		2,388		—		2,518
Total revenue	$	131,636	$	364,739	$	(76,011)	$	420,364

Premiums retained by agents (2)	$	—	$	303,126	$	(76,011)	$	227,115
Direct labor (3)	56,884		5,945		—		62,829
Other direct costs (4)	16,846		7,896		—		24,742
Provision for claims	1,777		14,964		—		16,741
Adjusted gross profit	$	56,129	$	32,808	$	—	$	88,937

_________________

(1)Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents.

(2)This expense represents a deduction from the net premiums written for the amounts that are retained by Direct Agents and Third-Party Agents as compensation for their efforts to generate premium income for our Underwriting segment. The impact of premiums retained by our Direct Agents and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation.

(3)Includes all compensation costs, including salaries, bonuses, incentive payments, and benefits, for personnel involved in the direct fulfillment of title and/or escrow services. Direct labor excludes severance costs.

(4)Includes title examination expense, office supplies, and premium and other taxes.

Reconciliation of Company's Total Reportable Segments' Adjusted Gross Profit to Total Loss Before Income Taxes

The following table provides a reconciliation of the Company’s total reportable segments’ adjusted gross profit to its total loss before income taxes:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Adjusted gross profit	$	11,606	$	30,280	$	32,866	$	88,937
Depreciation and amortization	4,251		1,978		11,234		7,705
Corporate and other expenses (1)	54,151		53,393		187,182		133,234
Goodwill impairment	33,746		—		33,746		—
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)

_________________

(1)Includes corporate and other costs not allocated to segments including corporate support function costs, such as legal, finance, human resources, technology support and certain other indirect operating expenses, such as sales and management payroll, and incentive related expenses.

Investments and fair value measurements - Available-for-sale Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Schedule of Held-to-maturity Securities [Line Items]
Debt securities, Available-for-sale securities, less than 12 months, fair value	$ 47,585	$ 0
Debt securities, available-for-sale, less than 12 months, unrealized loss	(815)	0
Debt securities, available-for-sale, Greater than 12 months, fair value	0	0
Debt securities, available-for-sale, Greater than 12 months, unrealized losses	0	0
Debt securities, available-for-sale, fair value	47,585	0
Debt securities, available-for-sale, unrealized losses	(815)	0
Corporate debt securities
Schedule of Held-to-maturity Securities [Line Items]
Debt securities, Available-for-sale securities, less than 12 months, fair value	18,179	0
Debt securities, available-for-sale, less than 12 months, unrealized loss	(308)	0
Debt securities, available-for-sale, Greater than 12 months, fair value	0	0
Debt securities, available-for-sale, Greater than 12 months, unrealized losses	0	0
Debt securities, available-for-sale, fair value	18,179	0
Debt securities, available-for-sale, unrealized losses	(308)	0
U.S. Treasury securities
Schedule of Held-to-maturity Securities [Line Items]
Debt securities, Available-for-sale securities, less than 12 months, fair value	27,964	0
Debt securities, available-for-sale, less than 12 months, unrealized loss	(482)	0
Debt securities, available-for-sale, Greater than 12 months, fair value	0	0
Debt securities, available-for-sale, Greater than 12 months, unrealized losses	0	0
Debt securities, available-for-sale, fair value	27,964	0
Debt securities, available-for-sale, unrealized losses	(482)	$ 0
Foreign government securities
Schedule of Held-to-maturity Securities [Line Items]
Debt securities, Available-for-sale securities, less than 12 months, fair value	1,442
Debt securities, available-for-sale, less than 12 months, unrealized loss	(25)
Debt securities, available-for-sale, Greater than 12 months, fair value	0
Debt securities, available-for-sale, Greater than 12 months, unrealized losses	0
Debt securities, available-for-sale, fair value	1,442
Debt securities, available-for-sale, unrealized losses	$ (25)

Debt	9 Months Ended
Debt	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	Debt Senior secured credit agreement On December 31, 2020, Old Doma executed a loan and security agreement with Hudson Structured Capital Management Ltd. (“HSCM”), providing for a $150.0 million senior secured term loan (“Senior Debt”) that was funded by the lenders, which are affiliates of HSCM, on January 29, 2021 (“Funding Date”). The Senior Debt matures five years from the Funding Date. Under the agreement, the Senior Debt will bear interest of 11.25% per annum, 5.0% of which will be paid on a current cash basis and the remainder to accrue and be added to the outstanding principal balance. Interest shall be compounded quarterly. If at any time Old Doma (now known as States Title) is in an event of default under the Senior Debt, outstanding amounts shall bear interest at the default interest rate of 15.00%. Upon funding, Old Doma issued penny warrants to affiliates of HSCM equal to 1.35% of Old Doma’s fully diluted shares. The warrants were net exercised on the Closing Date and such affiliates of HSCM received the right to receive approximately 4.2 million shares of our common stock. The Senior Debt is secured by a first-priority pledge and security interest in substantially all of the assets (tangible and intangible) of our wholly owned subsidiary States Title (which represent substantially all of our assets) and any of its existing and future domestic subsidiaries (in each case, subject to customary exclusions, including the exclusion of regulated insurance company subsidiaries). States Title is subject to customary affirmative, negative and financial covenants, including, among other things, minimum liquidity of $20.0 million (as of the last day of any month), minimum consolidated annual revenue of $130.0 million, limits on the incurrence of indebtedness, restrictions on asset sales outside the ordinary course of business and material acquisitions, limitations on dividends and other restricted payments. States Title was in compliance with the Senior Debt covenants as of September 30, 2022. The Senior Debt also includes customary events of default for facilities of this type and provides that, if an event of default occurs and is continuing, the Senior Debt will amortize requiring regular payments on a straight-line basis over the subsequent 24-month calendar period, but not to extend beyond the maturity date. The estimated fair value of the Senior Debt at September 30, 2022 was $159.9 million. No active or observable market exists for the Senior Debt and, as a result, this is a Level 3 fair value measurement. Therefore, the estimated fair value of the Senior Debt is based on the income valuation approach, which is a valuation technique that converts future amounts (for example, cash flows or income and expenses) to a single current (that is, discounted) amount.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1B
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Preferred Stock Preferred Stock Series A	Preferred Stock Preferred Stock Series A-1	Preferred Stock Preferred Stock Series A-2	Preferred Stock Preferred Stock Series B	Preferred Stock Preferred Stock Series C	Common Stock	Common Stock Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Common Stock	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2020				43,737,586	48,913,906	14,003,187	15,838,828	60,665,631	62,832,307
Beginning balance at Dec. 31, 2020	$ 188,031			$ 1	$ 1	$ 0	$ 0	$ 1	$ 1		$ 266,464		$ (79,123)		$ 686
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)									2,637,441
Exercise of stock options	1,267										1,267
Stock-based compensation expenses	2,289										2,289
Original issue discount on senior secured credit agreement	18,519										18,519
Net loss	(11,758)												(11,758)
Other comprehensive income	(686)														(686)
Ending balance (in shares) at Mar. 31, 2021				43,737,586	48,913,906	14,003,187	15,838,828	60,665,631	65,469,748
Ending balance at Mar. 31, 2021	197,662			$ 1	$ 1	$ 0	$ 0	$ 1	$ 1		288,539		(90,881)		0
Beginning balance (in shares) at Dec. 31, 2020				43,737,586	48,913,906	14,003,187	15,838,828	60,665,631	62,832,307
Beginning balance at Dec. 31, 2020	188,031			$ 1	$ 1	$ 0	$ 0	$ 1	$ 1		266,464		(79,123)		686
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(69,327)
Ending balance (in shares) at Sep. 30, 2021				0	0	0	0	0	321,544,052
Ending balance at Sep. 30, 2021	$ 381,873			$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		530,290		(148,450)		0
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13
Beginning balance (in shares) at Dec. 31, 2020				43,737,586	48,913,906	14,003,187	15,838,828	60,665,631	62,832,307
Beginning balance at Dec. 31, 2020	$ 188,031			$ 1	$ 1	$ 0	$ 0	$ 1	$ 1		266,464		(79,123)		686
Ending balance (in shares) at Dec. 31, 2021				0	0	0	0	0	323,347,806
Ending balance at Dec. 31, 2021	350,924	$ (399)		$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		543,070		(192,179)	$ (399)	0
Beginning balance (in shares) at Mar. 31, 2021				43,737,586	48,913,906	14,003,187	15,838,828	60,665,631	65,469,748
Beginning balance at Mar. 31, 2021	197,662			$ 1	$ 1	$ 0	$ 0	$ 1	$ 1		288,539		(90,881)		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)									535,551
Exercise of stock options	109										109
Stock-based compensation expenses	2,967										2,967
Exercise of stock warrants (in shares)					28,870,387
Exercise of stock warrants	187										187
Net loss	(23,299)												(23,299)
Ending balance (in shares) at Jun. 30, 2021				43,737,586	77,784,293	14,003,187	15,838,828	60,665,631	66,005,299
Ending balance at Jun. 30, 2021	177,626			$ 1	$ 1	$ 0	$ 0	$ 1	$ 1		291,802		(114,180)		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)									82,230
Exercise of stock options	38										38
Stock-based compensation expenses	3,191										3,191
Net loss	(34,270)												(34,270)
Conversion of stock (in shares)				(43,737,586)	(77,784,293)	(14,003,187)	(15,838,828)	(60,665,631)	212,029,525	(1,227,451)
Conversion of stock	22		$ 30,080	$ (1)	$ (1)			$ (1)	$ 21		4	$ 30,080
Issuance of common stock in connection with Business Combination and PIPE Investment (in shares)									44,654,449
Issuance of common stock in connection with Business Combination and PIPE Investment	259,397								$ 5		259,392
Par value change for Old Doma Common Stock	6								$ 6
Costs directly attributable to the issuance of common stock in connection with Business Combination and PIPE Investment	(54,217)										(54,217)
Ending balance (in shares) at Sep. 30, 2021				0	0	0	0	0	321,544,052
Ending balance at Sep. 30, 2021	381,873			$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		530,290		(148,450)		0
Beginning balance (in shares) at Dec. 31, 2021				0	0	0	0	0	323,347,806
Beginning balance at Dec. 31, 2021	350,924	(399)		$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		543,070		(192,179)	(399)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)									957,648
Exercise of stock options	(97)										(97)
Vesting of RSU awards (in shares)									42,800
Stock-based compensation expenses	11,579										11,579
Net loss	(50,026)												(50,026)
Ending balance (in shares) at Mar. 31, 2022				0	0	0	0	0	324,348,254
Ending balance at Mar. 31, 2022	311,981			$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		554,552		(242,604)		0
Beginning balance (in shares) at Dec. 31, 2021				0	0	0	0	0	323,347,806
Beginning balance at Dec. 31, 2021	$ 350,924	$ (399)		$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		543,070		(192,179)	$ (399)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	1,960,728
Net loss	$ (192,791)
Ending balance (in shares) at Sep. 30, 2022				0	0	0	0	0	327,872,190
Ending balance at Sep. 30, 2022	185,192			$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		571,167		(385,369)		(639)
Beginning balance (in shares) at Mar. 31, 2022				0	0	0	0	0	324,348,254
Beginning balance at Mar. 31, 2022	311,981			$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		554,552		(242,604)		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)									692,511
Exercise of stock options	271										271
Vesting of RSU awards (in shares)									456,864
Stock-based compensation expenses	8,442										8,442
Net loss	(58,652)												(58,652)
Other comprehensive income	237														237
Ending balance (in shares) at Jun. 30, 2022				0	0	0	0	0	325,497,629
Ending balance at Jun. 30, 2022	262,279			$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		563,265		(301,256)		237
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)									359,598
Exercise of stock options	156										156
Vesting of RSU awards (in shares)									2,014,963
Stock-based compensation expenses	7,746										7,746
Net loss	(84,113)												(84,113)
Other comprehensive income	(876)														(876)
Ending balance (in shares) at Sep. 30, 2022				0	0	0	0	0	327,872,190
Ending balance at Sep. 30, 2022	$ 185,192			$ 0	$ 0	$ 0	$ 0	$ 0	$ 33		$ 571,167		$ (385,369)		$ (639)

Segment information

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Segment information

Segment informationThe Company’s chief operating decision maker reviews financial performance and makes decisions about the allocation of resources for our operations through two reportable segments, (1) Distribution and (2) Underwriting.

The Company’s reportable segments offer different products and services that are marketed through different channels for real estate closing transactions. They are managed separately because of the unique technology, service requirements and regulatory environment.

A description of each of our reportable segments is as follows.

•Distribution: Our Distribution segment reflects our Direct Agents operations of acquiring customer orders and providing title and escrow services for real estate closing transactions. We acquire customers through our partnerships with realtors, attorneys and non-centralized loan originators via a 105-branch footprint across ten states as of September 30, 2022 (“Local”) and our partnerships with national lenders and mortgage originators that maintain centralized lending operations representing our Doma Enterprise accounts (“Doma Enterprise”).

•Underwriting: Our Underwriting segment reflects the results of our title insurance underwriting business, including policies referred through our Direct Agents and Third-Party Agents channels. The referring agents typically retain approximately 82% - 84% of the policy premiums in exchange for their services. The retention varies by state and agent.

We use adjusted gross profit as the primary profitability measure for making decisions regarding ongoing operations. Adjusted gross profit is calculated by subtracting direct costs, such as premiums retained by agents, direct labor, other direct costs, and provision for claims, from total revenue. Our chief operating decision maker evaluates the results of the aforementioned segments on a pre-tax basis. Segment adjusted gross profit excludes certain items which are included in net loss, such as depreciation and amortization, corporate and other expenses, goodwill impairment, change in the fair value of Warrant and Sponsor Covered Shares liabilities, interest expense, and income tax expense, as these items are not considered by the chief operating decision maker in evaluating the segments’ overall operating performance. Our chief operating decision maker does not review nor consider assets allocated to our segments for the purpose of assessing performance or allocating resources. Accordingly, segments’ assets are not presented.

The following table summarizes the operating results of the Company’s reportable segments:


	Three months ended September 30, 2022
	Distribution		Underwriting		Eliminations		Consolidated total
Net premiums written	$	—	$	94,488	$	—	$	94,488
Escrow, other title-related fees and other (1)	24,778		1,064		(13,215)		12,627
Investment, dividend and other income	(55)		796		—		741
Total revenue	$	24,723	$	96,348	$	(13,215)	$	107,856

Premiums retained by agents (2)	$	—	$	78,356	$	(13,215)	$	65,141
Direct labor (3)	17,353		2,867		—		20,220
Other direct costs (4)	3,710		2,514		—		6,224
Provision for claims	737		3,928		—		4,665
Adjusted gross profit	$	2,923	$	8,683	$	—	$	11,606



	Nine months ended September 30, 2022
	Distribution		Underwriting		Eliminations		Consolidated total
Net premiums written	$	—	$	299,080	$	—	$	299,080
Escrow, other title-related fees and other (1)	89,071		2,402		(48,367)		43,106
Investment, dividend and other income	(74)		1,695		—		1,621
Total revenue	$	88,997	$	303,177	$	(48,367)	$	343,807

Premiums retained by agents (2)	$	—	$	248,748	$	(48,367)	$	200,381
Direct labor (3)	63,997		7,911		—		71,908
Other direct costs (4)	15,143		7,923		—		23,066
Provision for claims	2,593		12,993		—		15,586
Adjusted gross profit	$	7,264	$	25,602	$	—	$	32,866


	Three months ended September 30, 2021
	Distribution		Underwriting		Eliminations		Consolidated total
Net premiums written	$	—	$	141,587	$	(96)	$	141,491
Escrow, other title-related fees and other (1)	47,573		823		(27,944)		20,452
Investment, dividend and other income	47		592		—		639
Total revenue	$	47,620	$	143,002	$	(28,040)	$	162,582

Premiums retained by agents (2)	$	—	$	119,636	$	(28,040)	$	91,596
Direct labor (3)	21,791		2,157		—		23,948
Other direct costs (4)	5,650		4,423		—		10,073
Provision for claims	1,243		5,442		—		6,685
Adjusted gross profit	$	18,936	$	11,344	$	—	$	30,280



	Nine months ended September 30, 2021
	Distribution		Underwriting		Eliminations		Consolidated total
Net premiums written	$	—	$	359,730	$	(976)	$	358,754
Escrow, other title-related fees and other (1)	131,506		2,621		(75,035)		59,092
Investment, dividend and other income	130		2,388		—		2,518
Total revenue	$	131,636	$	364,739	$	(76,011)	$	420,364

Premiums retained by agents (2)	$	—	$	303,126	$	(76,011)	$	227,115
Direct labor (3)	56,884		5,945		—		62,829
Other direct costs (4)	16,846		7,896		—		24,742
Provision for claims	1,777		14,964		—		16,741
Adjusted gross profit	$	56,129	$	32,808	$	—	$	88,937

_________________

(1)Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents.

(4)Includes title examination expense, office supplies, and premium and other taxes.

The following table provides a reconciliation of the Company’s total reportable segments’ adjusted gross profit to its total loss before income taxes:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Adjusted gross profit	$	11,606	$	30,280	$	32,866	$	88,937
Depreciation and amortization	4,251		1,978		11,234		7,705
Corporate and other expenses (1)	54,151		53,393		187,182		133,234
Goodwill impairment	33,746		—		33,746		—
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)

_________________

As of September 30, 2022 and December 31, 2021 the Distribution segment had allocated goodwill of $54.3 million and $88.1 million, respectively, and the Underwriting segment had allocated goodwill of $23.4 million. There were no additions from acquisitions, or adjustments to goodwill resulting from prior year acquisitions in either segment for the three and nine months ended September 30, 2022 and 2021. There was an impairment to goodwill in the Distribution segment of $33.7 million for the three and nine months ended September 30, 2022. There were no impairments to goodwill in the Underwriting segment for the three and nine months ended September 30, 2022. There were no impairments to goodwill in either segment for the three and nine months ended September 30, 2021.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Concentration of credit risk

Summary of significant accounting policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of presentation

The accompanying condensed consolidated balance sheet as of September 30, 2022 and the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, and condensed consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of September 30, 2022 and its results of operations, including its comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2022

are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. These unaudited interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements and related notes.

References to the Accounting Standard Codification (“ASC”) and Accounting Standard Updates (“ASU”) included hereinafter refer to the Accounting Standards Codification and Updates issued by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. The accompanying condensed consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from the estimates made by management. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

Significant items subject to such estimates and assumptions include, but are not limited to, reserves for incurred but not reported claims, the useful lives of property and equipment, accrued net premiums written from Third-Party Agent (as defined in Item 2) referrals, fair value measurements, valuation of goodwill and the valuations of stock-based compensation arrangements and the Sponsor Covered Shares liability (as defined below).

Title plants

Title plantsTitle plants are carried at cost, with costs incurred to maintain, update and operate title plants expensed as incurred. Because properly maintained title plants have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation or amortization. The Company analyzes the title plants for impairment when events or circumstances indicate that the carrying amount may not be recoverable. This analysis includes, but is not limited to, the effects of obsolescence, duplication, demand and other economic factors.

Goodwill

Goodwill represents the excess of the acquisition price over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is assigned to one or more reporting units on the date of acquisition. We review our goodwill for impairment annually on October 1 of each year and between annual tests if events or circumstances arise that would more likely than not reduce the fair value of any one of our reporting units below its respective carrying amount. In performing our annual goodwill impairment test, we first perform a qualitative assessment, which requires that we consider macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in the Company’s stock price, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit or other factors that have the potential to impact fair value. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair values of our reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed. If the fair value of the reporting unit is less than its carrying amount, a non-cash impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the loss not exceeding the total amount of goodwill allocated to that reporting unit. Any impairment is charged to operations in the period that the impairment is identified.

Reinsurance

The Company utilizes excess of loss and quota share reinsurance programs to limit its maximum loss exposure by reinsuring certain risks with other insurers. The Company has two reinsurance treaties: the Excess of Loss Treaty and the Quota Share Treaty.

Under the Excess of Loss Treaty, we cede liability over $15.0 million on all files. Excess of loss reinsurance coverage protects the Company from a large loss from a single loss occurrence. The Excess of Loss Treaty provides for ceding liability above the retention of $15.0 million for all policies up to a liability cap of $500.0 million.

Under the Quota Share Treaty, during the period from January 1, 2021 to February 23, 2021 the Company ceded 100% of the written premium on its instantly underwriting policies. Effective February 24, 2021, the Company cedes 25% of the written premium on our instantly underwritten policies.

Payments and recoveries on reinsured losses for the Company’s title insurance business were immaterial during the three and nine months ended September 30, 2022 and 2021.

Ceding commission from reinsurance transactions are presented as revenue within the “Escrow, other title-related fees and other” revenue line item in the consolidated statements of operations.

Total premiums ceded in connection with reinsurance are netted against the written premiums in the consolidated statements of operations.

Income taxes

Income taxesOur effective tax rate for the nine months ended September 30, 2022 and 2021 was (1)% as a result of a full valuation allowance recorded against the deferred tax assets. In determining the realizability of the net U.S. federal and state deferred tax assets, we consider numerous factors including historical profitability, estimated future taxable income, prudent and feasible tax planning strategies, and the industry in which we operate. As of September 30, 2022 and December 31, 2021, the Company carried a valuation allowance against deferred tax assets as management believes it is more likely than not that the benefit of the net deferred tax assets covered by that valuation allowance will not be realized. A net deferred tax liability has been recorded as of September 30, 2022 and December 31, 2021 of $2.0 million and $1.8 million, respectively, and is included in accrued expenses and other liabilities within the accompanying condensed consolidated balance sheets. Management reassesses the realization of the deferred tax assets each reporting period. The Company has approximately $0.2 million of pre-2018 federal net operating losses subject to expiration beginning in 2036. The remainder of the federal net operating losses have no expiration. The Company’s state net operating losses are subject to various expirations, beginning in 2030. The Company’s 2018 through 2020 tax years remain open to federal examinations. The Company’s 2017 through 2020 tax years remain open to state tax examinations. The Company believes that as of September 30, 2022 it had no material uncertain tax positions. Interest and penalties related to unrecognized tax expenses (benefits) are recognized in income tax expense, when applicable.

Leases

The Company determines if a contract contains a lease at inception of the contract. The Company's inventory of leases primarily consists of operating office space and office equipment leases which are recorded as a lease obligation liability and as a lease right-of-use asset on the accompanying condensed consolidated balance sheet. The lease right-of-use asset represents the Company's right to use each underlying asset for the lease term and the lease obligation liability represents the Company's obligation over the lease term. The Company's lease obligation is recorded at the present value of the lease payments based on the term of the lease. The Company applies an incremental borrowing rate of interest as of the effective date of adoption or the lease effective date equivalent to a collateralized borrowing rate with similar terms. The discount rate used to calculate the present value of our future

minimum lease payments is based, where appropriate, on the Company's incremental borrowing rate of its current loan and security agreement. Lease expenses for lease payments, where appropriate, are recognized on a straight-line basis over the lease term. Short-term leases of 12 months or less are recorded in the condensed consolidated balance sheet and lease payments are recognized on the condensed consolidated statement of operations. The Company accounts for agreements with lease and non-lease components as a single lease component.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions and our investment portfolio. The Company has not experienced losses on the cash accounts and management believes the Company is not exposed to significant risks on such accounts.

Additionally, we manage the exposure to credit risk in our investment portfolio by investing in high quality securities and diversifying our holdings. Our investment portfolio is comprised of corporate debt, certificates of deposit, single-family residential mortgage loans, and U.S. Treasuries.

Recently issued and adopted accounting pronouncements and recently issued but not adopted accounting pronouncements

Recently issued and adopted accounting pronouncements

In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). The amendments in this and the related ASUs introduce broad changes to accounting for credit impairment of financial instruments. The primary updates include the introduction of a new current expected credit loss (“CECL”) model that is based on expected rather than incurred losses for instruments measured at amortized cost and amends the accounting for impairment of held-to-maturity securities and available-for-sale securities. This model incorporates past experience, current conditions and reasonable and

supportable forecasts affecting collectability of these instruments. The amendments in this update are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, the amendment is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The early adoption of this new guidance on January 1, 2022 required the Company to record an allowance for credit losses for the Company’s held-to-maturity investment portfolio, which resulted in an allowance of $0.4 million and a corresponding $0.4 million adjustment for the cumulative effect of a change in accounting principle, net of income taxes. For more information on the held-to-maturity allowance for credit losses, refer to Note 4 of this Quarterly Report. Prior to the adoption of the new guidance, the Company utilized an aging model to estimate credit losses on accounts receivable. As this aging model is allowed under the new guidance, there is no impact to the Company’s allowance for credit losses for accounts receivable. The adoption of this new standard did not have a significant impact on the condensed consolidated statements of operations or the condensed consolidated statements of cash flows. The guidance also requires additional disclosures regarding the Company’s held-to-maturity allowance for credit losses, which have been included within Note 4.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Modified or new leases subsequent to the effective date will follow ASC 2016-02. Accounting for lessors remains largely unchanged from current U.S. GAAP. Under ASU 2020-05, the effective date for adoption of ASU 2016-02 is fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. We early adopted this new guidance on January 1, 2022 under a modified retrospective transition approach using the cumulative-effect adjustment transition method approved by the FASB, which results in reporting for the comparative periods presented in accordance with the previous lease guidance under ASC 840. We elected the package of practical expedients but did not adopt the hindsight practical expedient as of January 1, 2022. The package of practical expedients allowed the Company not to reassess whether the arrangement contains a lease, lease classification and whether previously capitalized costs qualify as initial direct costs. The practical expedients allowed the Company to continue classifying all of its leases as operating leases as they were previously classified under ASC 840. The Company recognized lease liabilities of $24.4 million and corresponding right-of-use assets of $23.8 million in our consolidated balance sheet on January 1, 2022. The difference between the lease liabilities and corresponding right-of-use assets related to prepaid rent and deferred lease obligations recognized in prepaid expenses, deposits and other assets and accrued expenses and other liabilities, respectively, in our consolidated balance sheet on January 1, 2022, resulting in no cumulative-effect adjustment to opening equity. The new standard did not have a significant impact on the condensed consolidated statements of operations or the condensed consolidated statements of cash flows. The guidance also requires additional disclosures regarding the Company’s lease portfolio, which have been included within Note 17.

In January 2020, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. Specifically, ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for annual periods beginning after December 15, 2020, and interim periods beginning after December 15, 2020. ASU 2019-12 is effective for private entities for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2019-12 under the private company transition guidance beginning January 1, 2022, and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or disclosures given the Company has a full valuation allowance and the scenarios for which the guidance offer simplification are not significant for the Company.

Recently issued but not adopted accounting pronouncements

In August 2018, the FASB issued ASU 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts, effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. In June of 2020, the FASB deferred the effective date of ASU 2018-12 for one-year in response to implementation challenges resulting from COVID-19. This update requires insurance companies to annually review and update the assumptions used for measuring the liability under long-duration contracts. The amendments in this ASU may be early adopted as of the beginning of an annual reporting period for which financial statements have not yet been issued, including interim financial statements. We do not currently expect to early adopt this standard. Although we have long-duration contracts, this specific guidance is not expected to impact our title insurance operations; therefore, we do not expect this standard to have a material impact on our condensed consolidated financial statements.

Fair value measurement

ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure financial assets or liabilities at fair value. The observability of inputs is impacted by a number of factors, including the type of asset or liability, characteristics specific to the asset or liability, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under ASC 820 are as follows:


Level 1						Quoted prices (unadjusted) in active markets for identical asset or liability at the measurement date are used.

Level 2						Pricing inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3						Pricing inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. The inputs used in determination of fair value require significant judgment and estimation.

When fair value inputs fall within different levels of the fair value hierarchy, the level in the fair value hierarchy within which the asset or liability is categorized in its entirety is determined based on the lowest level input that is significant to the asset or liability. Assessing the significance of a particular input to the valuation of an asset or liability in its entirety requires judgment and considers factors specific to the asset or liability. The categorization of an asset or liability within the hierarchy is based upon the pricing transparency of the asset or liability and does not necessarily correspond to the perceived risk of that asset or liability.

Revenue recognition (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Summary of Revenue

Our revenue consists of:


			Three months ended September 30,				Nine months ended September 30,
			2022		2021		2022		2021
Revenue Stream	Statements of Operations Classification	Segment	Total Revenue
Revenue from insurance contracts:
Direct Agents title insurance premiums	Net premiums written	Underwriting	$	15,241	$	32,944	$	56,982	$	88,797
Direct Agents title insurance premiums	Net premiums written	Elimination	—		(96)		—		(976)
Third-Party Agent title insurance premiums	Net premiums written	Underwriting	79,247		108,643		242,098		270,933
Total revenue from insurance contracts			$	94,488	$	141,491	$	299,080	$	358,754
Revenue from contracts with customers:
Escrow fees	Escrow, title-related and other fees	Distribution	$	8,581	$	16,190	$	30,949	$	45,325
Other title-related fees and income	Escrow, title-related and other fees	Distribution	16,197		31,383		58,122		86,181
Other title-related fees and income	Escrow, title-related and other fees	Underwriting	1,064		823		2,402		2,621
Other title-related fees and income	Escrow, title-related and other fees	Elimination(1)	(13,215)		(27,944)		(48,367)		(75,035)
Total revenue from contracts with customers			$	12,627	$	20,452	$	43,106	$	59,092
Other revenue:
Interest and investment income (2)	Investment, dividend and other income	Distribution	$	70	$	68	$	145	$	155
Interest and investment income (2)	Investment, dividend and other income	Underwriting	790		493		1,707		1,483
Realized gains and losses, net	Investment, dividend and other income	Distribution	(125)		(21)		(219)		(25)
Realized gains and losses, net	Investment, dividend and other income	Underwriting	6		99		(12)		905
Total other revenues			$	741	$	639	$	1,621	$	2,518
Total revenues			$	107,856	$	162,582	$	343,807	$	420,364

_________________

(1)Premiums retained by Direct Agents are recognized as income to the Distribution segment, and expense to the Underwriting segment. Upon consolidation, the impact of these internal segment transactions is eliminated. See Note 7. Segment information for additional breakdown.

(2)Interest and investment income consists primarily of interest payments received on held-to-maturity debt securities, available-for-sale debt securities and mortgage loans.

Investments and fair value measurements - Summary of Held-to-Maturity Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	$ 46,565	$ 67,164
Unrealized Gains	4	459
Unrealized Losses	(2,276)	(223)
Fair Value	44,293	67,400
Corporate debt securities
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	38,258	62,078
Unrealized Gains	4	459
Unrealized Losses	(2,089)	(207)
Fair Value	36,173	62,330
U.S. Treasury securities
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	8,070	4,849
Unrealized Gains	0	0
Unrealized Losses	(187)	(16)
Fair Value	7,883	4,833
Certificates of deposit
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	237	237
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	$ 237	$ 237

Stock compensation expense - Summary of Stock Options (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Number of Stock Options
Beginning balance outstanding (in shares) \| shares	24,255,204
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	(1,960,728)
Cancelled or forfeited (in shares) \| shares	(3,213,233)
Ending balance outstanding (in shares) \| shares	19,081,243	24,255,204
Options exercisable, Number of Stock Options (in shares) \| shares	13,349,677
Weighted Average Exercise Price ($)
Beginning balance outstanding (in usd per share) \| $ / shares	$ 0.51
Granted (in usd per share) \| $ / shares	0
Exercised (in usd per share) \| $ / shares	0.54
Cancelled or forfeited (in usd per share) \| $ / shares	0.61
Ending balance outstanding (in usd per share) \| $ / shares	0.58	$ 0.51
Options exercisable, Weighted Average Exercise Price (in usd per share) \| $ / shares	$ 0.54
Stock Option Activity, Additional Disclosures
Outstanding balance, Weighted Average Remaining Contractual Life	6 years 11 months 23 days	7 years 10 months 28 days
Granted, Weighted Average Remaining Contractual Life	0 days
Exercised, Weighted Average Remaining Contractual Life	4 years 2 months 8 days
Cancelled or forfeited, Weighted Average Remaining Contractual Life	2 years 29 days
Options Exercisable, Weighted Average Remaining Contractual Life	6 years 7 months 20 days
Outstanding, Aggregate Intrinsic Value \| $	$ 198	$ 109,061
Options exercisable, Aggregate Intrinsic Value \| $	$ 198

Debt (Details) - USD ($)	Jan. 29, 2021	Dec. 31, 2020	Sep. 30, 2022	Sep. 03, 2021
Debt Instrument [Line Items]
Number of warrants (in shares)				17,333,333
Penny Warrant
Debt Instrument [Line Items]
Percentage of shares called by each warrant	1.35%
Number of warrants (in shares)		4,200,000
Senior Debt \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 150,000,000
Debt instrument, term		5 years
Debt instrument, stated interest rate		11.25%
Debt instrument, percentage of interest paid in cash		5.00%
Debt instrument, debt default interest rate		15.00%
Minimum liquidity covenant		$ 20,000,000
Minimum consolidated revenue covenant		$ 130,000,000
Period for monthly payments		24 months
Debt fair value			$ 159,900,000

Liability for loss and loss adjustment expenses - Summary of Liability for Loss and Loss Adjustment Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Balance at the beginning of the year			$ 80,267	$ 69,800
Provision for claims related to:
Current year			18,192	23,567
Prior years			(2,606)	(6,826)
Total provision for claims	$ 4,665	$ 6,685	15,586	16,741
Paid losses related to:
Current year			(2,665)	(2,832)
Prior years			(9,397)	(5,038)
Total paid losses			(12,062)	(7,870)
Balance at the end of the period	$ 83,791	$ 78,671	$ 83,791	$ 78,671
Provision for Incurred Claims Concentration Risk \| Premiums Written, Net \| Liability for Unpaid Claims and Claims Adjustment Expense, Net
Paid losses related to:
Concentration risk percent			5.20%	4.70%

Investments and fair value measurements - Schedule of Unrealized Loss on Held-to-Maturity Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Corporate debt securities
Schedule of Held-to-maturity Securities [Line Items]
HTM, Less than 12 months, Fair value	$ 31,606	$ 18,309
HTM, Less than 12 months, Unrealized losses	(1,638)	(192)
HTM, Greater than 12 months, Fair value	3,316	605
HTM, Greater than 12 months, Unrealized losses	(451)	(15)
HTM, Fair value	34,922	18,914
HTM, Unrealized losses	(2,089)	(207)
U.S. Treasury securities
Schedule of Held-to-maturity Securities [Line Items]
HTM, Less than 12 months, Fair value	6,455	4,667
HTM, Less than 12 months, Unrealized losses	(163)	(16)
HTM, Greater than 12 months, Fair value	1,428	0
HTM, Greater than 12 months, Unrealized losses	(24)	0
HTM, Fair value	7,883	4,667
HTM, Unrealized losses	(187)	(16)
Certificates of deposit
Schedule of Held-to-maturity Securities [Line Items]
HTM, Less than 12 months, Fair value	38,061	22,976
HTM, Less than 12 months, Unrealized losses	(1,801)	(208)
HTM, Greater than 12 months, Fair value	4,744	605
HTM, Greater than 12 months, Unrealized losses	(475)	(15)
HTM, Fair value	42,805	23,581
HTM, Unrealized losses	$ (2,276)	$ (223)

Investments and fair value measurements - Debt Securities Held to Maturity Allowance for Credit Loss (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities
Beginning balance, January 1, 2022	$ 0
Current-period provision for expected credit losses	34
Write-off charged against the allowance, if any	0
Recoveries of amounts previously written off, if any	0
Ending balance of the allowance for credit losses, September 30, 2022	433
Cumulative Effect, Period of Adoption, Adjusted Balance
Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities
Beginning balance, January 1, 2022	$ 399

Investments and fair value measurements - Summary of Accrued Interest (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt and Equity Securities, FV-NI [Line Items]
Accrued interest receivable on investments	$ 552	$ 899
Accrued interest receivable on investment securities
Debt and Equity Securities, FV-NI [Line Items]
Accrued interest receivable on investments	552	886
Corporate debt securities
Debt and Equity Securities, FV-NI [Line Items]
Accrued interest receivable on investments	356	874
U.S. Treasury securities
Debt and Equity Securities, FV-NI [Line Items]
Accrued interest receivable on investments	186	12
Foreign government securities
Debt and Equity Securities, FV-NI [Line Items]
Accrued interest receivable on investments	10	0
Mortgage loans
Debt and Equity Securities, FV-NI [Line Items]
Accrued interest receivable on investments	$ 0	$ 13

Related party transactions (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Related Party Transactions

The Company recorded the following revenues and premiums retained by Third-Party Agents from these transactions, which are included within our Underwriting segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues	$	34,795	$	30,298	$	96,126	$	81,925
Premiums retained by Third-Party Agents	27,932		24,772		77,542		66,606


	September 30, 2022		December 31, 2021
Net receivables	$	3,850	$	3,883

Investments and fair value measurements - Summary of Company's Liabilities Measured at Fair Value (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 1,352	$ 21,882
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	690	10,925
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	350	5,542
Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	312	5,415
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	690	10,925
Level 1 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	690	10,925
Level 1 \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Level 1 \| Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	350	5,542
Level 2 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Level 2 \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	350	5,542
Level 2 \| Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	312	5,415
Level 3 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Level 3 \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Level 3 \| Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 312	$ 5,415

Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Employee compensation and benefits	$ 23,380	$ 32,756
Other	11,575	21,393
Total accrued expenses and other liabilities	$ 34,955	$ 54,149

Research and development (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Research and development (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Research and Development [Abstract]
Research and development expenses incurred	$ 3,660	$ 5,402	$ 14,781	$ 10,849
Capitalized internally developed software costs	8,393	5,347	25,603	14,157
Research and development spend, inclusive of capitalized internally developed software cost	$ 12,053	$ 10,749	$ 40,384	$ 25,006

Summary of significant accounting policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity	$ (185,192)	$ (262,279)	$ (311,981)		$ (350,924)	$ (381,873)	$ (177,626)	$ (197,662)	$ (188,031)
Lease liabilities	29,089
Lease right-of-use assets	27,636
Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity	$ 385,369	$ 301,256	$ 242,604		192,179	$ 148,450	$ 114,180	$ 90,881	$ 79,123
Accounting Standards Update 2016-13
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Allowance for credit loss				$ 400
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity					399
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity					$ 399
Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-13 \| Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity				400
Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease liabilities				24,400
Lease right-of-use assets				$ 23,800

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Summary of significant accounting policies - Reinsurance (Details) $ in Millions		2 Months Ended	9 Months Ended
	Feb. 24, 2021	Feb. 23, 2021	Sep. 30, 2022 USD ($) treaty
Reinsurance Retention Policy [Line Items]
Number of reinsurance treaties \| treaty			2
Reinsurance Policy, Type [Axis]: Excess of Loss Treaty
Reinsurance Retention Policy [Line Items]
Amount retained			$ 15.0
Maximum amount reinsured			$ 500.0
Reinsurance Policy, Type [Axis]: Quota Share Treaty
Reinsurance Retention Policy [Line Items]
Reinsured percentage	25.00%	100.00%

Stock compensation expense - Nonvested Restricted Stock Awards (Details) - RSA’s, RSU’s and PRSU’s	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number of Market-based awards
Beginning balance non-vested (in shares) \| shares	18,579,930
Granted (in shares) \| shares	38,084,744
Vested (in shares) \| shares	(3,032,377)
Adjustment for PRSUs expected to vest (in shares) \| shares	(3,172,883)
Cancelled or Forfeited (in shares) \| shares	(14,770,922)
Ending balance non-vested (in shares) \| shares	35,688,492
Average Grant Date Fair Value ($)
Beginning balance non-vested (in usd per share) \| $ / shares	$ 6.11
Granted (in usd per share) \| $ / shares	1.90
Exercised (in usd per share) \| $ / shares	5.65
Adjustment for PRSUs expected to vest (in usd per share) \| $ / shares	5.91
Cancelled or Forfeited (in usd per share) \| $ / shares	3.70
Ending balance non-vested (in usd per share) \| $ / shares	$ 2.67

Investments and fair value measurements - Summary of Fair Values of the Sponsor Earnout Shares Using a Monte Carlo Simulation Valuation Model (Details)	Sep. 30, 2022 yr $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Share price (in usd per share) \| $ / shares	$ 0.92
Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Share price (in usd per share) \| $ / shares	$ 0.44
Vesting Period \| Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, measurement input \| yr	10
Expected volatility \| Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, measurement input	0.750
Risk-free interest rate \| Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, measurement input	0.0390
Current expected term \| Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, measurement input \| yr	8.8
Expected dividend yield \| Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, measurement input	0
Annual change in control probability \| Sponsor Covered Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, measurement input	0.020

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

The Company has operating leases consisting of office space and office equipment. Lease terms and options vary in the Company's operating leases dependent upon the underlying leased asset. We exclude options to extend or terminate a lease from our recognition as part of our right-of-use assets and lease liabilities until those options are known and/or executed, as we typically do not exercise options to purchase the underlying leased asset. As of September 30, 2022, we have leases with remaining terms of 1 month to 7.0 years, some of which may include no options for renewal and others with options to extend the lease terms from 1 year to 5 years. The components of our operating leases were as follows:


	Nine months ended September 30, 2022
Components of lease expense:
Operating lease expense	$	9,097
Less sublease income	(250)
Net lease expense	8,847

Cash flow information related to leases:
Operating cash outflow from operating leases during the nine months ended September 30, 2022	$	8,174


	September 30, 2022
Right-of-use assets obtained during the nine months ended September 30, 2022 in exchange for new operating lease liabilities	$	9,857
Weighted average remaining lease term	4.19 years
Weighted average discount rate	10		%


Maturities of lease liabilities:	September 30, 2022
2022	$	2,614
2023	9,719
2024	8,272
2025	6,066
2026	4,585
Thereafter	4,462
Total lease payments	35,718
Less imputed interest	(6,629)
Lease liabilities	$	29,089

Earnings per share - Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator
Net loss attributable to Doma Holdings, Inc.	$ (84,113)	$ (58,652)	$ (50,026)	$ (34,270)	$ (23,299)	$ (11,758)	$ (192,791)	$ (69,327)
Denominator
Weighted-average common shares - basic (in shares)	326,820,954			245,003,754			325,207,884	128,105,954
Weighted-average common shares - diluted (in shares)	326,820,954			245,003,754			325,207,884	128,105,954
Net loss per share attributable to stockholders
Basic (in usd per share)	$ (0.26)			$ (0.14)			$ (0.59)	$ (0.54)
Diluted (in usd per share)	$ (0.26)			$ (0.14)			$ (0.59)	$ (0.54)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Investments, All Other Investments [Abstract]

Investments and fair value measurements (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Held-to-Maturity Debt Securities

The cost basis, fair values and gross unrealized gains and losses of our held-to-maturity debt securities are as follows:


	September 30, 2022								December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Corporate debt securities(1)	$	38,258	$	4	$	(2,089)	$	36,173	$	62,078	$	459	$	(207)	$	62,330
U.S. Treasury securities	8,070		—		(187)		7,883		4,849		—		(16)		4,833
Certificates of deposit	237		—		—		237		237		—		—		237
Total	$	46,565	$	4	$	(2,276)	$	44,293	$	67,164	$	459	$	(223)	$	67,400

_______________

(1)Includes both U.S. and foreign corporate debt securities.

Net unrealized losses on held-to-maturity debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows:


	September 30, 2022						December 31, 2021
	Corporate debt securities		U.S. Treasury securities		Total		Corporate debt securities		U.S. Treasury securities		Total
Less than 12 months
Fair value	$	31,606	$	6,455	$	38,061	$	18,309	$	4,667	$	22,976
Unrealized losses	$	(1,638)	$	(163)	$	(1,801)	$	(192)	$	(16)	$	(208)
Greater than 12 months
Fair value	$	3,316	$	1,428	$	4,744	$	605	$	—	$	605
Unrealized losses	$	(451)	$	(24)	$	(475)	$	(15)	$	—	$	(15)
Total
Fair value	$	34,922	$	7,883	$	42,805	$	18,914	$	4,667	$	23,581
Unrealized losses	$	(2,089)	$	(187)	$	(2,276)	$	(207)	$	(16)	$	(223)

Summary of Investments by Maturity Date

The following table presents certain information regarding contractual maturities of our held-to-maturity debt securities:


Maturity	September 30, 2022
	Amortized Cost		% of Total		Fair Value		% of Total
One year or less	$	22,688	49	%	$	22,356	50	%
After one year through five years	23,877		51	%	21,937		50	%
Total	$	46,565	100	%	$	44,293	100	%

Summary of Held to Maturity Debt Securities Allowance for Credit Loss

The calculated

allowance is recorded as an offset to held-to-maturity debt securities in the condensed consolidated balance sheets and in the investment, dividend and other income line on the condensed consolidated statements of operations.


Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities
Beginning balance, January 1, 2022	$	399
Current-period provision for expected credit losses	34
Write-off charged against the allowance, if any	—
Recoveries of amounts previously written off, if any	—
Ending balance of the allowance for credit losses, September 30, 2022	$	433

Summary of Available-for-Sale Debt Securities

The cost basis, fair values and gross unrealized gains and losses of our available-for-sale debt securities are as follows:


	September 30, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Corporate debt securities(1)	$	18,488	$	—	$	(308)	$	18,180
U.S. Treasury securities	28,445		—		(482)		27,963
Foreign government securities	1,466		—		(25)		1,441
Total	$	48,399	$	—	$	(815)	$	47,584

_______________

(1)Includes both U.S. and foreign corporate debt securities.

The following table reflects the composition of net realized gains or losses for the sales of the available-for-sale securities:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Realized gains (losses):
Available-for-sale debt securities:
Gains	$	—	$	—	$	—	$	768
Losses	—		—		—		(90)
Net	$	—	$	—	$	—	$	678

Proceeds from sales	$	—	$	—	$	—	$	7,817

The following table presents certain information regarding contractual maturities of our available-for-sale debt securities:


Maturity	September 30, 2022
	Amortized Cost		% of Total		Fair Value		% of Total
One year or less	$	—	—	%	$	—	—	%
After one year through five years	48,399		100	%	47,584		100	%
Total	$	48,399	100	%	$	47,584	100	%

Net unrealized losses on available-for-sale debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows:


	September 30, 2022								December 31, 2021
	Corporate debt securities		U.S. Treasury securities		Foreign government securities		Total		Corporate debt securities		U.S. Treasury securities		Total
Less than 12 months
Fair value	$	18,179	$	27,964	$	1,442	$	47,585	$	—	$	—	$	—
Unrealized losses	$	(308)	$	(482)	$	(25)	$	(815)	$	—	$	—	$	—
Greater than 12 months
Fair value	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Unrealized losses	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total
Fair value	$	18,179	$	27,964	$	1,442	$	47,585	$	—	$	—	$	—
Unrealized losses	$	(308)	$	(482)	$	(25)	$	(815)	$	—	$	—	$	—

Schedule of Cost and Estimated Fair Value of Mortgage Loans and Accrued Interest Receivable

The cost and estimated fair value of mortgage loans are as follows:


	September 30, 2022				December 31, 2021
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Mortgage loans	$	302	$	302	$	2,022	$	2,022
Total	$	302	$	302	$	2,022	$	2,022

Accrued interest receivable from investments is included in receivables, net in the condensed consolidated balance sheets. The following table reflects the composition of accrued interest receivable for investments:


	September 30, 2022		December 31, 2021
Corporate debt securities	$	356	$	874
U.S. Treasury securities	186		12
Foreign government securities	10		—
Accrued interest receivable on investment securities	$	552	$	886
Mortgage loans	—		13
Accrued interest receivable on investments	$	552	$	899

Schedule of Investment Income

Investment income from securities consists of the following:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Available-for-sale debt securities	$	428	$	—	$	491	$	773
Held-to-maturity debt securities	316		543		1,062		1,507
Equity investments	—		—		—		(89)
Mortgage loans	10		45		51		136
Other	110		—		235		61
Total	$	864	$	588	$	1,839	$	2,388

Summary of Company's Assets Measured at Fair Value

The following table summarizes the Company’s investments measured at fair value. The Company’s available-for-sale securities in the following table are recorded at fair value on the accompanying condensed consolidated balance sheets.


	Assets
	September 30, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Held-to-maturity:
Corporate debt securities	$	—	$	36,173	$	—	$	36,173	$	—	$	62,330	$	—	$	62,330
U.S. Treasury securities	7,883		—		—		7,883		4,833		—		—		4,833
Certificate of deposits	—		237		—		237		—		237		—		237
Total held-to-maturity debt securities	$	7,883	$	36,410	$	—	$	44,293	$	4,833	$	62,567	$	—	$	67,400

Available-for-sale:
Corporate debt securities	$	—	$	18,180	$	—	$	18,180	$	—	$	—	$	—	$	—
U.S. Treasury securities	27,963		—		—		27,963		—		—		—		—
Foreign government securities	—		1,441		—		1,441		—		—		—		—
Total available-for-sale debt securities	$	27,963	$	19,621	$	—	$	47,584	$	—	$	—	$	—	$	—

Mortgage loans	$	—	$	—	$	302	$	302	$	—	$	—	$	2,022	$	2,022

Total	$	35,846	$	56,031	$	302	$	92,179	$	4,833	$	62,567	$	2,022	$	69,422

Summary of Company's Liabilities Measured at Fair Value

The Company’s liabilities in the following table are recorded at fair value on the accompanying condensed consolidated balance sheets. The following table summarizes the Company’s liabilities measured at fair value:


	Liabilities
	September 30, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Public Warrants	$	690	$	—	$	—	$	690	$	10,925	$	—	$	—	$	10,925
Private Placement Warrants	—		350		—		350		—		5,542		—		5,542
Sponsor Covered Shares	—		—		312		312		—		—		5,415		5,415
Total	$	690	$	350	$	312	$	1,352	$	10,925	$	5,542	$	5,415	$	21,882

Summary of the Fair Values of the Sponsor Earnout Shares Using a Monte Carlo Simulation Valuation Model

The fair value of the Sponsor Covered Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential stock price outcomes on a daily basis over the original 10-year vesting period. The unobservable significant inputs to the valuation model were as follows:


	September 30, 2022
Current stock price	$	0.44
Expected volatility	75.0		%
Risk-free interest rate	3.90		%
Current expected term	8.8
Expected dividend yield	—		%
Annual change in control probability	2.0		%

Summary of Changes for Level 3 Items Measured at Fair Value

The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows:


	Sponsor Covered Shares
Fair value as of December 31, 2021	$	5,415
Change in fair value of Sponsor Covered Shares	(5,103)
Fair value as of September 30, 2022	$	312

Segment information - Reconciliation of Adjusted Gross Profit to Loss Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting [Abstract]
Adjusted gross profit	$ 11,606	$ 30,280	$ 32,866	$ 88,937
Depreciation and amortization	4,251	1,978	11,234	7,705
Corporate and other expenses	54,151	53,393	187,182	133,234
Goodwill impairment	33,746	0	33,746	0
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)

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Investments, All Other Investments [Abstract]

Commitments and contingencies	9 Months Ended
Commitments and contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Commitments and contingencies Legal matters The Company is subject to claims and litigation matters in the ordinary course of business. Management does not believe the resolution of any such matters will have a materially adverse effect on the Company’s financial position or results of operations. Commitments and other contingencies The Company also administers escrow deposits as a service to customers, a substantial portion of which are held at third-party financial institutions. These escrow deposits amounted to $159.1 million and $204.8 million at September 30, 2022 and December 31, 2021, respectively. Such deposits are not reflected in the condensed consolidated balance sheets, but the Company could be contingently liable for them under certain circumstances (for example, if the Company disposes of escrowed assets). Such contingent liabilities have not materially impacted the results of operations or financial condition to date and are not expected to do so in the future. See Note 17 in our condensed consolidated financial statements for information on our operating lease obligations.

Investments and fair value measurements

9 Months Ended

Sep. 30, 2022

Investments and fair value measurements

Held-to-maturity debt securities

The cost basis, fair values and gross unrealized gains and losses of our held-to-maturity debt securities are as follows:


	September 30, 2022								December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Corporate debt securities(1)	$	38,258	$	4	$	(2,089)	$	36,173	$	62,078	$	459	$	(207)	$	62,330
U.S. Treasury securities	8,070		—		(187)		7,883		4,849		—		(16)		4,833
Certificates of deposit	237		—		—		237		237		—		—		237
Total	$	46,565	$	4	$	(2,276)	$	44,293	$	67,164	$	459	$	(223)	$	67,400

_______________

(1)Includes both U.S. and foreign corporate debt securities.

The cost basis of held-to-maturity debt securities includes an adjustment for the amortization of premium or discount since the date of purchase. Held-to-maturity debt securities valued at approximately $4.4 million and $4.2 million were on deposit with various governmental authorities at September 30, 2022 and December 31, 2021, respectively, as required by law.

The change in net unrealized gains and losses on held-to-maturity debt securities for the nine months ended September 30, 2022 and 2021 was $(2.5) million and $(0.3) million, respectively.

Net realized gains of held-to-maturity debt securities are computed using the specific identification method and are included in the condensed consolidated statements of operations.

The following table presents certain information regarding contractual maturities of our held-to-maturity debt securities:


Maturity	September 30, 2022
	Amortized Cost		% of Total		Fair Value		% of Total
One year or less	$	22,688	49	%	$	22,356	50	%
After one year through five years	23,877		51	%	21,937		50	%
Total	$	46,565	100	%	$	44,293	100	%

There were no held-to-maturity debt securities with contractual maturities after five years. Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.


	September 30, 2022						December 31, 2021
	Corporate debt securities		U.S. Treasury securities		Total		Corporate debt securities		U.S. Treasury securities		Total
Less than 12 months
Fair value	$	31,606	$	6,455	$	38,061	$	18,309	$	4,667	$	22,976
Unrealized losses	$	(1,638)	$	(163)	$	(1,801)	$	(192)	$	(16)	$	(208)
Greater than 12 months
Fair value	$	3,316	$	1,428	$	4,744	$	605	$	—	$	605
Unrealized losses	$	(451)	$	(24)	$	(475)	$	(15)	$	—	$	(15)
Total
Fair value	$	34,922	$	7,883	$	42,805	$	18,914	$	4,667	$	23,581
Unrealized losses	$	(2,089)	$	(187)	$	(2,276)	$	(207)	$	(16)	$	(223)

We believe that any unrealized losses on our held-to-maturity debt securities at September 30, 2022 are temporary based upon our current analysis of the issuers of the securities that we hold and current market conditions. We have no intent to sell, and it is more likely than not that we will not be required to sell, these securities until the fair value recovers to at least equal our cost basis or the securities mature.

Under the CECL model, the Company recognizes credit losses for its held-to-maturity debt securities by setting up an allowance which is remeasured each reporting period, with changes in the allowance recorded in the condensed consolidated statements of operations. The Company establishes an allowance for credit losses based on a number of factors including the current economic conditions, management's expectations of future economic conditions and performance indicators, such as credit agency ratings and payment and default history. As of September 30, 2022, credit agency ratings on our U.S. Treasury and corporate debt securities ranged from AAA through B1.

For our held-to-maturity debt securities, the Company's model estimates expected credit loss by multiplying the exposure at default by both the probability of default and loss given default (“LGD”). The probability of default and LGD percentages are estimated after considering historical experience with global default rates and unsecured bond recovery rates for horizons aligning to the Company’s held-to-maturity debt security portfolio. The calculated


Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities
Beginning balance, January 1, 2022	$	399
Current-period provision for expected credit losses	34
Write-off charged against the allowance, if any	—
Recoveries of amounts previously written off, if any	—
Ending balance of the allowance for credit losses, September 30, 2022	$	433

The current-period provision for expected credit losses is due to changes in portfolio composition, the maturity of certain securities, and changes in the credit ratings of certain securities.

Available-for-sale debt securities

The cost basis, fair values and gross unrealized gains and losses of our available-for-sale debt securities are as follows:


	September 30, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Corporate debt securities(1)	$	18,488	$	—	$	(308)	$	18,180
U.S. Treasury securities	28,445		—		(482)		27,963
Foreign government securities	1,466		—		(25)		1,441
Total	$	48,399	$	—	$	(815)	$	47,584

_______________

(1)Includes both U.S. and foreign corporate debt securities.

The Company had no available-for-sale securities or related unrealized gain or loss as of December 31, 2021.

The cost basis of available-for-sale debt securities includes an adjustment for the amortization of premium or discount since the date of purchase.

The change in net unrealized gains on available-for-sale debt securities for the nine months ended September 30, 2022 and 2021 was $(0.8) million and $(0.9) million, respectively. Prior to the purchases of available-for-sale debt securities in the three months ended June 30, 2022, the Company disposed of all available-for-sale debt securities in the three months ended March 31, 2021 and therefore had no unrealized gain or loss as of September 30, 2021 and no change in net unrealized gains on available-for-sale debt securities for the three months ended September 30, 2021. Any unrealized holding gains or losses on available-for-sale debt securities as of September 30, 2022 are reported as accumulated other comprehensive gain or loss, which is a separate component of stockholders’ equity, net of tax, until realized.

The following table reflects the composition of net realized gains or losses for the sales of the available-for-sale securities:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Realized gains (losses):
Available-for-sale debt securities:
Gains	$	—	$	—	$	—	$	768
Losses	—		—		—		(90)
Net	$	—	$	—	$	—	$	678

Proceeds from sales	$	—	$	—	$	—	$	7,817

Net realized gains on disposition of available-for-sale debt securities are computed using the specific identification method and are included in the condensed consolidated statements of operations.

The following table presents certain information regarding contractual maturities of our available-for-sale debt securities:


Maturity	September 30, 2022
	Amortized Cost		% of Total		Fair Value		% of Total
One year or less	$	—	—	%	$	—	—	%
After one year through five years	48,399		100	%	47,584		100	%
Total	$	48,399	100	%	$	47,584	100	%

There were no available-for-sale debt securities with contractual maturities after five years. Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.


	September 30, 2022								December 31, 2021
	Corporate debt securities		U.S. Treasury securities		Foreign government securities		Total		Corporate debt securities		U.S. Treasury securities		Total
Less than 12 months
Fair value	$	18,179	$	27,964	$	1,442	$	47,585	$	—	$	—	$	—
Unrealized losses	$	(308)	$	(482)	$	(25)	$	(815)	$	—	$	—	$	—
Greater than 12 months
Fair value	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Unrealized losses	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total
Fair value	$	18,179	$	27,964	$	1,442	$	47,585	$	—	$	—	$	—
Unrealized losses	$	(308)	$	(482)	$	(25)	$	(815)	$	—	$	—	$	—

We believe that any unrealized losses on our available-for-sale debt securities at September 30, 2022 are temporary based upon our current analysis of the issuers of the securities that we hold and current market conditions.

We have no intent to sell, and it is more likely than not that we will not be required to sell, these securities until the fair value recovers to at least equal our cost basis or the securities mature.

As of September 30, 2022, the Company did not have an allowance for credit losses for available-for-sale debt securities.

Equity securities

The Company disposed of all equity securities in the three months ended March 31, 2021.

Mortgage loans

The mortgage loan portfolio as of September 30, 2022 is comprised entirely of single-family residential mortgage loans. During the nine months ended September 30, 2022, the Company did not purchase any new mortgage loans.

Mortgage loans, which include contractual terms to maturity of thirty years, are not categorized by contractual maturity as borrowers may have the right to call or prepay obligations with, or without, call or prepayment penalties. The change in the mortgage loans during the nine months ended September 30, 2022 was the result of principal prepayments and maturities.

The cost and estimated fair value of mortgage loans are as follows:


	September 30, 2022				December 31, 2021
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Mortgage loans	$	302	$	302	$	2,022	$	2,022
Total	$	302	$	302	$	2,022	$	2,022

Investment income

Investment income from securities consists of the following:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Available-for-sale debt securities	$	428	$	—	$	491	$	773
Held-to-maturity debt securities	316		543		1,062		1,507
Equity investments	—		—		—		(89)
Mortgage loans	10		45		51		136
Other	110		—		235		61
Total	$	864	$	588	$	1,839	$	2,388

Accrued interest receivable


	September 30, 2022		December 31, 2021
Corporate debt securities	$	356	$	874
U.S. Treasury securities	186		12
Foreign government securities	10		—
Accrued interest receivable on investment securities	$	552	$	886
Mortgage loans	—		13
Accrued interest receivable on investments	$	552	$	899

The Company does not recognize an allowance for credit losses for accrued interest receivable, which is recorded in the receivables line in the condensed consolidated balance sheets, because the Company writes off accrued investment timely. The Company writes off accrued interest receivables after three months by reversing interest income.

Fair value measurement

The three levels of the fair value hierarchy under ASC 820 are as follows:


Level 1						Quoted prices (unadjusted) in active markets for identical asset or liability at the measurement date are used.

Level 2						Pricing inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3						Pricing inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. The inputs used in determination of fair value require significant judgment and estimation.


	Assets
	September 30, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Held-to-maturity:
Corporate debt securities	$	—	$	36,173	$	—	$	36,173	$	—	$	62,330	$	—	$	62,330
U.S. Treasury securities	7,883		—		—		7,883		4,833		—		—		4,833
Certificate of deposits	—		237		—		237		—		237		—		237
Total held-to-maturity debt securities	$	7,883	$	36,410	$	—	$	44,293	$	4,833	$	62,567	$	—	$	67,400

Available-for-sale:
Corporate debt securities	$	—	$	18,180	$	—	$	18,180	$	—	$	—	$	—	$	—
U.S. Treasury securities	27,963		—		—		27,963		—		—		—		—
Foreign government securities	—		1,441		—		1,441		—		—		—		—
Total available-for-sale debt securities	$	27,963	$	19,621	$	—	$	47,584	$	—	$	—	$	—	$	—

Mortgage loans	$	—	$	—	$	302	$	302	$	—	$	—	$	2,022	$	2,022

Total	$	35,846	$	56,031	$	302	$	92,179	$	4,833	$	62,567	$	2,022	$	69,422

The Company classifies U.S. Treasury bonds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. Corporate debt securities and certificates of deposit are classified within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may be actively traded. The Company classifies mortgage loans as Level 3 due to the reliance on significant unobservable valuation inputs.


	Liabilities
	September 30, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Public Warrants	$	690	$	—	$	—	$	690	$	10,925	$	—	$	—	$	10,925
Private Placement Warrants	—		350		—		350		—		5,542		—		5,542
Sponsor Covered Shares	—		—		312		312		—		—		5,415		5,415
Total	$	690	$	350	$	312	$	1,352	$	10,925	$	5,542	$	5,415	$	21,882

The Company considers the Public Warrants to be Level 1 liabilities due to the use of an observable market quote in an active market under the ticker DOMA.WS. For the Private Placement Warrants, the Company considers the fair value of each Private Placement Warrant to be equivalent to that of each Public Warrant, with an immaterial

adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2.


	September 30, 2022
Current stock price	$	0.44
Expected volatility	75.0		%
Risk-free interest rate	3.90		%
Current expected term	8.8
Expected dividend yield	—		%
Annual change in control probability	2.0		%

The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows:


	Sponsor Covered Shares
Fair value as of December 31, 2021	$	5,415
Change in fair value of Sponsor Covered Shares	(5,103)
Fair value as of September 30, 2022	$	312

There were no transfers of assets or liabilities between Level 1 and Level 2 during the three or nine months ended September 30, 2022 and the year ended December 31, 2021. There were no transfers involving Level 3 assets or liabilities during the three or nine months ended September 30, 2022 and the year ended December 31, 2021.

Cash and cash equivalents, restricted cash, receivables, prepaid expenses and other assets, accounts payable, and accrued expenses and other liabilities approximate fair value and are therefore excluded from the leveling table above. The cost basis is determined to approximate fair value due to the short term duration of these financial instruments.

Stock compensation expense (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

During the nine months ended September 30, 2022, the Company had the following stock option activity:


	Number of Stock Options	Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (In years)	Aggregate Intrinsic Value ($)

Outstanding as of December 31, 2021	24,255,204	$	0.51	7.91	$	109,061
Granted	—	—		0
Exercised	(1,960,728)	0.54		4.19
Cancelled or forfeited	(3,213,233)	0.61		2.08
Outstanding as of September 30, 2022	19,081,243	$	0.58	6.98	$	198

Options exercisable as of September 30, 2022	13,349,677	$	0.54	6.64	$	198

Summary of Nonvested RSA, RSU and PRSU & Market-based Award Activity

During the nine months ended September 30, 2022, the Company had the following non-vested RSA, RSU and PRSU activity:


	Number of RSAs, RSUs and PRSUs	Average Grant Date Fair Value ($)
Non-vested at December 31, 2021	18,579,930	$	6.11
Granted	38,084,744	1.90
Vested	(3,032,377)	5.65
Adjustment for PRSUs expected to vest	(3,172,883)	5.91
Cancelled or Forfeited	(14,770,922)	3.70
Non-vested at September 30, 2022	35,688,492	$	2.67

During the nine months ended September 30, 2022, the Company had the following non-vested market-based award activity:


	Number of Market-based awards	Average Grant Date Fair Value ($)
Non-vested at December 31, 2021	—	$	—
Granted	2,435,325	0.32
Vested	—	—
Cancelled or Forfeited	—	—
Non-vested at September 30, 2022	2,435,325	$	0.32

Summary of Share-Based Payment Award, Valuation Assumptions

The fair value of the market-based awards was determined using a Monte Carlo simulation valuation model using a distribution of potential stock price outcomes on a daily basis over the original 4-year vesting period. The unobservable significant inputs to the valuation model at the time of award issuance were as follows:


Stock price at issuance	$	0.92
Expected volatility	75.0		%
Risk-free interest rate	3.14		%
Current expected term	3.9
Expected dividend yield	—		%

Warrant liabilities	9 Months Ended
Warrant liabilities	Sep. 30, 2022
Other Liabilities Disclosure [Abstract]
Warrant liabilities	Warrant liabilities As a result of the Business Combination, the Company assumed, as of the Closing Date, Public Warrants to purchase an aggregate of 11,500,000 shares of our common stock and Private Placement Warrants to purchase an aggregate of 5,833,333 shares of our common stock. Each whole Warrant entitles the holder to purchase one share of common stock at a price of $11.50. The Warrants became exercisable commencing on December 4, 2021, which is one year from the closing of the initial public offering of Capitol; provided, that we maintain an effective registration statement under the Securities Act of 1934, as amended (the “Securities Act”), covering our common stock. Redemption of Public Warrants when the price per share of our common stock equals or exceeds $18.00 The Company may call the Public Warrants for redemption: •in whole and not in part; •at a price of $0.01 per Public Warrant; •upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; and •if, and only if, the last reported sale price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the Public Warrant holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon a cashless exercise of the Public Warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. Redemption of Public Warrants when the price per share of our common stock equals or exceeds $10.00 The Company may redeem the outstanding Public Warrants: •in whole and not in part; •at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Public Warrants prior to redemption and receive a number of shares based on the redemption date and the “fair market value” of common stock except as otherwise described below; •if, and only if, the last reported sale price of our common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of common stock and equity-linked securities as described above) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders; and •if, and only if, the last reported sale price of common stock is less than $18.00 per share (as adjusted for stock for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. Beginning on the date the notice of redemption is given until the Public Warrants are redeemed or exercised, holders may elect to exercise their Public Warrants on a cashless basis. The “fair market value” of our common stock will mean the volume-weighted average price of our common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Public Warrants. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.361 shares of common stock per Public Warrant (subject to adjustment). The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants, (i) subject to limited exceptions, are not redeemable by us, (ii) may be exercised for cash or on a cashless basis and (iii) are entitled to registration rights (including the shares of our common stock issuable upon exercise of the Private Placement Warrants), in each case, so long as they are held by the initial purchasers or any of their permitted transferees (as further described in the warrant agreement, dated as of December 1, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, they will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants. On September 3, 2021, the Company filed a Registration Statement on Form S-1 (No. 333-258942), as amended, with the SEC (which was declared effective on September 8, 2021; and the Company subsequently filed a post-effective amendment thereto, which was declared effective on March 30, 2022), which related to, among other things, the issuance of an aggregate of up to 17,333,333 shares of common stock issuable upon the exercise of the Warrants. As of September 30, 2022, the aggregate values of the Public and Private Warrants were $0.7 million and $0.4 million, respectively, representing Warrants outstanding to purchase 11,500,000 shares and 5,833,333 shares, respectively, of our common stock. As of December 31, 2021, the aggregate values of the Public and Private Warrants were $10.9 million and $5.5 million, respectively, representing Warrants outstanding to purchase 11,500,000 shares and 5,833,333 shares, respectively, of our common stock. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Warrants and Sponsor Covered Shares liabilities in the condensed consolidated statements of operations.

Warrant liabilities (Details) $ / shares in Units, $ in Thousands	Jul. 28, 2021 $ / shares	Sep. 30, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 04, 2021	Sep. 03, 2021 shares	Dec. 04, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Number of warrants (in shares) \| shares					17,333,333
Warrant, term				1 year
Warrant liabilities \| $		$ 1,040	$ 16,467
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants (in shares) \| shares		11,500,000	11,500,000			11,500,000
Number of shares called by each warrant (in shares) \| shares						1
Exercise price of warrants (in usd per share)						$ 11.50
Redemption period	30 days
Fair market value price period	10 days
Fair market value, maximum conversion ratio	0.361
Warrant liabilities \| $		$ 700	$ 10,900
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants (in shares) \| shares		5,833,333	5,833,333			5,833,333
Number of shares called by each warrant (in shares) \| shares						1
Exercise price of warrants (in usd per share)						$ 11.50
Warrant liabilities \| $		$ 400	$ 5,500
Common stock equals or exceeds $18 \| Public Warrants
Class of Warrant or Right [Line Items]
Stock price redemption threshold (in usd per share)	$ 18.00
Redemption price (in usd per share)	$ 0.01
Notice required for redemption of warrants	30 days
Trading days threshold for warrant redemption	20 days
Consecutive trading days threshold for redemption	30 days
Common stock equals or exceeds $10 \| Public Warrants
Class of Warrant or Right [Line Items]
Stock price redemption threshold (in usd per share)	$ 10.00
Redemption price (in usd per share)	$ 0.10
Notice required for redemption of warrants	30 days
Common stock equals or exceeds $10 \| Minimum \| Public Warrants
Class of Warrant or Right [Line Items]
Stock price redemption threshold (in usd per share)	$ 10.00
Common stock equals or exceeds $10 \| Maximum \| Public Warrants
Class of Warrant or Right [Line Items]
Stock price redemption threshold (in usd per share)	$ 18.00

Subsequent events	9 Months Ended
Subsequent events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent events	Subsequent eventsIn the preparation of the accompanying condensed consolidated financial statements, the Company has evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition or disclosure in the Company's financial statements, noting no subsequent events or transactions that require disclosure.

Investments and fair value measurements - Summary of Available-for-Sale Debt Securities Maturity (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Amortized Cost
One year or less	$ 0
After one year through five years	48,399
Total	$ 48,399
Amortized Cost, Percent of Total
One year or less	0.00%
After one year through five years	100.00%
Total	100.00%
Fair Value
One year or less	$ 0
After one year through five years	47,584
Total	$ 47,584
Fair Value, Percent of Total
One year or less	0.00%
After one year through five years	100.00%
Total	100.00%

Investments and fair value measurements - Summary of Realized Gains (Losses) on Available-for-Sale Debt Securities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Available-for-sale debt securities:
Gains	$ 0	$ 0	$ 0	$ 768
Losses	0	0	0	(90)
Net	0	0	0	678
Proceeds from sales	$ 0	$ 0	$ 0	$ 7,817

Research and development

9 Months Ended

Sep. 30, 2022

Research and Development [Abstract]

Research and development

For the three and nine months ended September 30, 2022 and 2021, the Company recorded the following related to research and development expenses and capitalized internally developed software costs:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development expenses incurred	$	3,660	$	5,402	$	14,781	$	10,849
Capitalized internally developed software costs	8,393		5,347		25,603		14,157
Research and development spend, inclusive of capitalized internally developed software cost	$	12,053	$	10,749	$	40,384	$	25,006

Our research and development costs reflect certain payroll-related costs of employees directly associated with such activities and certain software subscription costs, which are included in personnel costs on the condensed consolidated statements of operations. Capitalized internally developed software and acquired software costs are included in fixed assets, net in the condensed consolidated balance sheets.

Revenue recognition (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

^[1]

$ 94,488

$ 141,491

$ 299,080

$ 358,754

12,627

20,452

43,106

59,092

741

639

1,621

2,518

107,856

162,582

343,807

420,364

Eliminations

(96)

(976)

(13,215)

(27,944)

(48,367)

(75,035)

Underwriting | Operating Segments

(13,215)

(28,040)

(48,367)

(76,011)

94,488

141,587

299,080

359,730

Interest and investment income

1,064

823

2,402

2,621

790

493

1,707

1,483

Realized gains and losses, net

(12)

905

796

592

1,695

2,388

Distribution | Operating Segments

96,348

143,002

303,177

364,739

Interest and investment income

24,778

47,573

89,071

131,506

145

155

Realized gains and losses, net

(125)

(21)

(219)

(25)

(55)

(74)

130

Direct Agents title insurance premiums | Eliminations

24,723

47,620

88,997

131,636

Direct Agents title insurance premiums | Underwriting | Operating Segments

(96)

(976)

Third-Party Agent title insurance premiums | Underwriting | Operating Segments

15,241

32,944

56,982

88,797

Escrow fees | Distribution | Operating Segments

79,247

108,643

242,098

270,933

8,581

16,190

30,949

45,325

(13,215)

(27,944)

(48,367)

(75,035)

1,064

823

2,402

2,621

Related party transactions

$ 16,197

$ 31,383

$ 58,122

$ 86,181

[1]

Related party transactions

9 Months Ended

Sep. 30, 2022

Equity held by Lennar

In connection with the North American Title Acquisition, subsidiaries of Lennar were granted equity in the Company. As of September 30, 2022, Lennar, through its subsidiaries, held 25.1% of the Company on a fully diluted basis.

Transactions with Lennar

In the routine course of its business, Doma Title Insurance, Inc. (“DTI”) underwrites title insurance policies for a subsidiary of Lennar. The Company recorded the following revenues and premiums retained by Third-Party Agents from these transactions, which are included within our Underwriting segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues	$	34,795	$	30,298	$	96,126	$	81,925
Premiums retained by Third-Party Agents	27,932		24,772		77,542		66,606


	September 30, 2022		December 31, 2021
Net receivables	$	3,850	$	3,883

These amounts are included in receivables, net in the Company’s condensed consolidated balance sheets.

Leases - Lease Maturity (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Maturities of lease liabilities:
2022	$ 2,614
2023	9,719
2024	8,272
2025	6,066
2026	4,585
Thereafter	4,462
Total lease payments	35,718
Less imputed interest	(6,629)
Lease liabilities	$ 29,089

Investments and fair value measurements - Summary of Held-to-Maturity Debt Securities Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Amortized Cost
One year or less	$ 22,688
After one year through five years	23,877
Amortized Cost	$ 46,565	$ 67,164
Amortized Cost, Percent of Total
One year or less	49.00%
After one year through five years	51.00%
Total	100.00%
Fair Value
One year or less	$ 22,356
After one year through five years	21,937
Fair Value	$ 44,293	$ 67,400
Fair Value, Percent of Total
One year or less	50.00%
After one year through five years	50.00%
Total	100.00%

Stock compensation expense - Nonvested Market-based awards (Details) - Market-based awards	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number of Market-based awards
Beginning balance non-vested (in shares) \| shares	0
Granted (in shares) \| shares	2,435,325
Vested (in shares) \| shares	0
Cancelled or Forfeited (in shares) \| shares	0
Ending balance non-vested (in shares) \| shares	2,435,325
Average Grant Date Fair Value ($)
Beginning balance non-vested (in usd per share) \| $ / shares	$ 0
Granted (in usd per share) \| $ / shares	0.32
Exercised (in usd per share) \| $ / shares	0
Cancelled or Forfeited (in usd per share) \| $ / shares	0
Ending balance non-vested (in usd per share) \| $ / shares	$ 0.32

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 186,400	$ 379,702
Restricted cash	2,965	4,126
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	0
Mortgage loans	302	2,022
Other long-term investments	325	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 assets	11,558	15,692
Lease right-of-use assets	27,636
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 plants	14,533	13,952
Goodwill	77,741	111,487
Total assets	489,203	655,921
Liabilities and stockholders’ equity
Accounts payable	3,441	6,930
Accrued expenses and other liabilities	34,955	54,149
Lease liabilities	29,089
Senior secured credit agreement, net of debt issuance costs and original issue discount	151,383	141,769
Liability for loss and loss adjustment expenses	83,791	80,267
Warrant liabilities	1,040	16,467
Sponsor Covered Shares liability	312	5,415
Total liabilities	304,011	304,997
Commitments and contingencies (see Note 12)
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, respectively	33	33
Additional paid-in capital	571,167	543,070
Accumulated deficit	(385,369)	(192,179)
Accumulated other comprehensive income	(639)	0
Total stockholders’ equity	185,192	350,924
Total liabilities and stockholders’ equity	$ 489,203	$ 655,921

Liability for loss and loss adjustment expenses

9 Months Ended

Sep. 30, 2022

Insurance [Abstract]

Liability for loss and loss adjustment expenses

A summary of the changes in the liability for loss and loss adjustment expenses for the nine months ending September 30, 2022 and 2021 is as follows:


	September 30,
	2022			2021
Balance at the beginning of the year	$	80,267		$	69,800

Provision for claims related to:
Current year	$	18,192		$	23,567
Prior years	(2,606)			(6,826)
Total provision for claims	$	15,586		$	16,741

Paid losses related to:
Current year	$	(2,665)		$	(2,832)
Prior years	(9,397)			(5,038)
Total paid losses	$	(12,062)		$	(7,870)

Balance at the end of the period	$	83,791		$	78,671

Provision for claims as a percentage of net written premiums	5.2		%	4.7		%

We continually update our liability for loss and loss adjustment expense estimates as new information becomes known, new loss patterns emerge, or as other contributing factors are considered and incorporated into the analysis. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims, and other factors.

Current year incurred and paid losses includes current year reported claims as well as estimated future losses on such claims.

For the nine months ended September 30, 2022, the prior year’s provision for claims release of $2.6 million is due to reported loss emergence which was lower than expected. Historically, this favorable loss experience has resulted in a decrease in the projection of ultimate loss for past policy years. Most recently, our favorable loss experience resulted in a decrease in the projection of ultimate loss for policy years 2018, 2020, and 2021. For the nine months ended September 30, 2021, the provision for claims reserve release related to prior years of $6.8 million is due to reported loss emergence which was lower than expected. This has resulted in a decrease in the projection of ultimate loss for policy years 2017-2020. The actuarial assumptions underlying the Company’s selected ultimate loss estimates place more consideration on title insurance industry benchmarks for more recent policy years. These title insurance benchmarks are based on industry long-term average loss ratios. As the Company’s claims experience matures, we refine those estimates to put more consideration to the Company’s actual claims experience. For the nine months ended September 30, 2022 and 2021, the Company’s actual claims experience reflects lower loss ratios than industry benchmarks from a current positive underwriting cycle and resulted in the favorable development.

The liability for loss and loss adjustment expenses of $83.8 million and $80.3 million, as of September 30, 2022 and December 31, 2021, respectively, includes $0.1 million and $0.1 million, respectively, of reserves for the settlement of claims which the Company has deemed to be directly related to its escrow or agent related activities. The reserves for the settlement of claims related to escrow or agent related activities are not actuarially determined.

Investments and fair value measurements - Schedule of Investment Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net Investment Income [Line Items]
Interest and investment income	$ 864	$ 588	$ 1,839	$ 2,388
Available-for-sale debt securities
Net Investment Income [Line Items]
Interest and investment income	428	0	491	773
Held-to-maturity debt securities
Net Investment Income [Line Items]
Interest and investment income	316	543	1,062	1,507
Equity investments
Net Investment Income [Line Items]
Interest and investment income	0	0	0	(89)
Mortgage loans
Net Investment Income [Line Items]
Interest and investment income	10	45	51	136
Other
Net Investment Income [Line Items]
Interest and investment income	$ 110	$ 0	$ 235	$ 61

Employee benefit plan	9 Months Ended
Employee benefit plan	Sep. 30, 2022
Retirement Benefits [Abstract]
Employee benefit plan	Employee benefit plan The Company sponsors a defined contribution 401(k) plan for its employees (the “Retirement Savings Plan”). The Retirement Savings Plan is a voluntary contributory plan under which employees may elect to defer compensation for federal income tax purposes under Section 401(k) of the Internal Revenue Code of 1986. All full-time employees age 18+ are eligible to enroll in the Retirement Savings Plan on their first day of employment. Company matching contributions begin upon employee enrollment in the Retirement Savings Plan. Prior to January 1, 2022, the Company provided an employer match up to 50% of the first 6% of elective contributions, and there were no matching contributions in excess of 3% of compensation. Effective January 1, 2022, the Company provides an employer match up to 100% on the first 1% of elective contributions and 50% on the next 5% of elective contributions. The maximum matching contribution is 3.5% of compensation. For the three months ended September 30, 2022 and 2021, the Company made contributions for the benefit of employees of $1.3 million and $0.7 million, respectively, to the Retirement Savings Plan. For the nine months ended September 30, 2022 and 2021, the Company made contributions for the benefit of employees of $3.6 million and $2.0 million to the Retirement Savings Plan.

Liability for loss and loss adjustment expenses - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Insurance [Abstract]
Prior year reserve release	$ 2,606	$ 6,826
Liability for loss and loss adjustment expenses	83,791	$ 78,671	$ 80,267	$ 69,800
Reserves for settlement related to escrow or agent activities	$ 100		$ 100

Investments and fair value measurements - Changes for Level 3 Items Measured at Fair Value (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of December 31, 2021	$ 5,415
Change in fair value of Sponsor Covered Shares	(5,103)
Fair value as of September 30, 2022	$ 312

Related party transactions - Narrative (Details)	Sep. 30, 2022
Lennar \| Doma Holding, Inc
Related Party Transaction [Line Items]
Equity ownership	25.10%

Investments and fair value measurements - Summary of Mortgage Loans (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Net Investment Income [Line Items]
Mortgage loans	$ 302	$ 2,022
Cost
Net Investment Income [Line Items]
Mortgage loans	302	2,022
Estimated Fair Value
Net Investment Income [Line Items]
Mortgage loans	$ 302	$ 2,022

Investments and fair value measurements - Summary of Available-for-Sale Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 48,399	$ 0
Unrealized Gains	0
Unrealized Losses	(815)
Fair Value	47,584	$ 0
Corporate debt securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	18,488
Unrealized Gains	0
Unrealized Losses	(308)
Fair Value	18,180
U.S. Treasury securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	28,445
Unrealized Gains	0
Unrealized Losses	(482)
Fair Value	27,963
Foreign government securities
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	1,466
Unrealized Gains	0
Unrealized Losses	(25)
Fair Value	$ 1,441

Commitments and contingencies - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Escrow Deposit, Contingent Liability
Loss Contingencies [Line Items]
Contingent liabilities	$ 159.1	$ 204.8

Summary of significant accounting policies (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Schedule of Gross Earned and Ceded Premiums

Gross premiums earned and ceded premiums are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Gross premiums earned	94,889		142,995		301,638		363,650
Ceded premiums	(401)		(1,504)		(2,558)		(4,896)
Net premiums earned	94,488		141,491		299,080		358,754
Percentage of amount assumed to net	99.6	%	98.9	%	99.2	%	98.7	%

Accrued expenses and other liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities include the following:


	September 30, 2022		December 31, 2021
Employee compensation and benefits	$	23,380	$	32,756
Other	11,575		21,393
Total accrued expenses and other liabilities	$	34,955	$	54,149

Schedule of Liabilities Associated With Reduction Plans

The following table summarizes activity related to the liabilities associated with the Reduction Plans:


	Total
Balance as of January 1, 2022	$	—
Charges incurred (1)	8,396
Payments and other adjustments	(7,829)
Balance as of September 30, 2022	$	567

________________

(1) Charges incurred include employee benefits, severance, payroll taxes and related facilitation costs offset by forfeitures of bonus.

Leases - Lease Cost (Details) $ in Thousands	9 Months Ended
Leases - Lease Cost (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Components of lease expense:
Operating lease expense	$ 9,097
Less sublease income	(250)
Net lease expense	8,847
Cash flow information related to leases:
Operating cash outflow from operating leases during the nine months ended September 30, 2022	8,174
Right-of-use assets obtained during the nine months ended September 30, 2022 in exchange for new operating lease liabilities	$ 9,857
Weighted average remaining lease term	4 years 2 months 8 days
Weighted average discount rate	10.00%

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 08, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-39754
Entity Registrant Name	Doma Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-1956909
Entity Address, Address Line One	101 Mission Street
Entity Address, Address Line Two	Suite 740
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	650
Local Phone Number	419-3827
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		328,495,942
Entity Central Index Key	0001722438
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Class A common stock, par value $0.0001
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	DOMA
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one share at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	DOMA.WS
Security Exchange Name	NYSE

Related party transactions - Summary of Related Party Transactions (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

Revenues

^[1]

$ 94,488

$ 141,491

$ 299,080

$ 358,754

Premiums retained by Third-Party Agents

^[2]

65,141

91,596

200,381

227,115

Net receivables

10,469

$ 15,498

Lennar | Affiliated Entity

Revenues

34,795

30,298

96,126

81,925

Premiums retained by Third-Party Agents

27,932

$ 24,772

77,542

$ 66,606

Net receivables

$ 3,850

$ 3,883

[1]

[2]

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Revenues:

^[1]

$ 94,488

$ 141,491

$ 299,080

$ 358,754

12,627

20,452

43,106

59,092

741

639

1,621

2,518

Premiums retained by Third-Party Agents

107,856

162,582

343,807

420,364

Expenses:

^[2]

65,141

91,596

200,381

227,115

Title examination expense

3,709

5,289

14,836

15,643

Change in fair value of Warrant and Sponsor Covered Shares liabilities

4,665

6,685

15,586

16,741

Personnel costs

60,481

62,410

211,507

159,829

Other operating expenses

20,656

21,693

67,047

53,038

Goodwill impairment

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:

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 (in usd per share)

$ (0.26)

$ (0.14)

$ (0.59)

$ (0.54)

Net loss per share attributable to stockholders - diluted (in usd per share)

$ (0.26)

$ (0.14)

$ (0.59)

$ (0.54)

Weighted average shares outstanding common stock - basic (in shares)

326,820,954

245,003,754

325,207,884

128,105,954

Weighted average shares outstanding common stock - diluted (in shares)

326,820,954

245,003,754

325,207,884

128,105,954

[1]

[2]

Research and development (Tables)

9 Months Ended

Sep. 30, 2022

Research and Development [Abstract]

Summary of Research and Development Expenses

For the three and nine months ended September 30, 2022 and 2021, the Company recorded the following related to research and development expenses and capitalized internally developed software costs:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development expenses incurred	$	3,660	$	5,402	$	14,781	$	10,849
Capitalized internally developed software costs	8,393		5,347		25,603		14,157
Research and development spend, inclusive of capitalized internally developed software cost	$	12,053	$	10,749	$	40,384	$	25,006

Summary of significant accounting policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of significant accounting policies

Basis of presentation

Use of estimates

Title plants

Title plants are carried at cost, with costs incurred to maintain, update and operate title plants expensed as incurred. Because properly maintained title plants have indefinite lives and do not diminish in value with the passage of time, no provision has been made for depreciation or amortization. The Company analyzes the title plants for impairment when events or circumstances indicate that the carrying amount may not be recoverable. This analysis includes, but is not limited to, the effects of obsolescence, duplication, demand and other economic factors. There were no impairments of title plants for the three and nine months ended September 30, 2022 and 2021.

Goodwill

Reinsurance

Payments and recoveries on reinsured losses for the Company’s title insurance business were immaterial during the three and nine months ended September 30, 2022 and 2021.

Ceding commission from reinsurance transactions are presented as revenue within the “Escrow, other title-related fees and other” revenue line item in the consolidated statements of operations.

Total premiums ceded in connection with reinsurance are netted against the written premiums in the consolidated statements of operations. Gross premiums earned and ceded premiums are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Gross premiums earned	94,889		142,995		301,638		363,650
Ceded premiums	(401)		(1,504)		(2,558)		(4,896)
Net premiums earned	94,488		141,491		299,080		358,754
Percentage of amount assumed to net	99.6	%	98.9	%	99.2	%	98.7	%

Income taxes

Our effective tax rate for the nine months ended September 30, 2022 and 2021 was (1)% as a result of a full valuation allowance recorded against the deferred tax assets. In determining the realizability of the net U.S. federal and state deferred tax assets, we consider numerous factors including historical profitability, estimated future taxable income, prudent and feasible tax planning strategies, and the industry in which we operate. As of September 30, 2022 and December 31, 2021, the Company carried a valuation allowance against deferred tax assets as management believes it is more likely than not that the benefit of the net deferred tax assets covered by that valuation allowance will not be realized. A net deferred tax liability has been recorded as of September 30, 2022 and December 31, 2021 of $2.0 million and $1.8 million, respectively, and is included in accrued expenses and other liabilities within the accompanying condensed consolidated balance sheets. Management reassesses the realization of the deferred tax assets each reporting period. The Company has approximately $0.2 million of pre-2018 federal net operating losses subject to expiration beginning in 2036. The remainder of the federal net operating losses have no expiration. The Company’s state net operating losses are subject to various expirations, beginning in 2030. The Company’s 2018 through 2020 tax years remain open to federal examinations. The Company’s 2017 through 2020 tax years remain open to state tax examinations. The Company believes that as of September 30, 2022 it had no material uncertain tax positions. Interest and penalties related to unrecognized tax expenses (benefits) are recognized in income tax expense, when applicable. There were no material liabilities for interest and penalties accrued as of September 30, 2022.

Leases

minimum lease payments is based, where appropriate, on the Company's incremental borrowing rate of its current loan and security agreement.

Lease expenses for lease payments, where appropriate, are recognized on a straight-line basis over the lease term. Short-term leases of 12 months or less are recorded in the condensed consolidated balance sheet and lease payments are recognized on the condensed consolidated statement of operations. The Company accounts for agreements with lease and non-lease components as a single lease component. For more information on leases, refer to Note 17 of this Quarterly Report.

Concentration of credit risk

Emerging Growth Company and Smaller Reporting Company

Subsequent to the Business Combination described in Note 3, the Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, subsequent to the Business Combination described in Note 3, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

Recently issued and adopted accounting pronouncements

Recently issued but not adopted accounting pronouncements

Earnings per share - Antidilutive Securities Excluded from Computation (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	92,759,080	63,071,142
Outstanding stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	19,081,243	26,283,820
Warrants for common and preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	18,022,750	18,022,750
RSA’s, RSU’s and PRSU’s
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	35,688,492	938,304
Market-based awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	2,435,325	0
Sponsor Covered Shares and Seller Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	17,531,270	17,826,268

Organization and business operations	9 Months Ended
Organization and business operations	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and business operations	Organization and business operations On July 28, 2021 (the “Closing Date”), Capitol Investment Corp. V (“Capitol”) consummated a business combination (the “Business Combination”) with Doma Holdings, Inc., a Delaware corporation (“Old Doma”), pursuant to the agreement and plan of merger, dated March 2, 2021, by and among Capitol, Capitol V Merger Sub, Inc., a wholly owned subsidiary of Capitol (“Merger Sub”), and Old Doma (as amended on March 18, 2021, the “Agreement”). In connection with the closing of the Business Combination, Old Doma changed its name to States Title Holding, Inc. (“States Title”), Capitol changed its name to Doma Holdings, Inc. (“Doma”) and Old Doma became a wholly owned subsidiary of Doma. Doma continues the existing business operations of Old Doma as a publicly traded company. See Note 3 for additional information on the Business Combination. Unless the context otherwise requires, references herein to “company,” “Company,” “Doma,” “we,” “us,” “our” and similar terms refer to Doma Holdings, Inc. (f/k/a Capitol Investment Corp. V) and its consolidated subsidiaries. References to “Capitol” refer to our legal predecessor company prior to the consummation of the Business Combination. References to “Old Doma” refer to Old Doma prior to the Business Combination and to States Title, the wholly owned subsidiary of Doma, upon the consummation of the Business Combination. Headquartered in San Francisco, California, Doma is a real estate technology company that is architecting the future of real estate transactions. Using machine intelligence and our proprietary technology solutions, we are creating a vastly more simple, efficient, and affordable real estate closing experience for current and prospective homeowners, lenders, title agents and real estate professionals. We are licensed to underwrite title insurance in 45 states and the District of Columbia. Old Doma was initially formed as a wholly-owned subsidiary of States Title Inc. (“Legacy States Title”) to combine the operations of Legacy States Title and the retail agency and title insurance underwriting business (the “Acquired Business”) of North American Title Group, LLC (“NATG”), a subsidiary of Lennar Corporation (“Lennar”). We completed the acquisition of the Acquired Business on January 7, 2019, which we refer hereinafter as the “North American Title Acquisition.” Old Doma survived the North American Title Acquisition as the parent company and now wholly owns the businesses operated by Legacy States Title and the Acquired Business. We conduct our operations through two reportable segments, (1) Distribution and (2) Underwriting. See further discussion in Note 7 for additional information regarding segment information.

Business Combination - North American Title Acquisition (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jan. 07, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 77,741		$ 77,741		$ 111,487
Goodwill impairment		33,746	$ 0	33,746	$ 0
Accumulated impairment losses to goodwill		$ 33,700		$ 33,700
North American Title Acquisition
Business Acquisition [Line Items]
Consideration transferred	$ 171,700
Goodwill	111,500
North American Title Acquisition \| Notes Payable, Related Party
Business Acquisition [Line Items]
Consideration transferred, seller financing notes	$ 87,000

Revenue from Contract with Customer [Abstract]

+ References + Details

Earnings per share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earnings per share

The calculation of the basic and diluted EPS is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Numerator
Net loss attributable to Doma Holdings, Inc.	$	(84,113)	$	(34,270)	$	(192,791)	$	(69,327)

Denominator
Weighted-average common shares – basic and diluted	326,820,954		245,003,754		325,207,884		128,105,954

Net loss per share attributable to stockholders
Basic and diluted	$	(0.26)	$	(0.14)	$	(0.59)	$	(0.54)

As we have reported net loss for each of the periods presented, all potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock and contingently issuable shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because the contingent criteria has not been satisfied and/or including them would have been antidilutive:


	As of September 30,
	2022	2021
Outstanding stock options	19,081,243	26,283,820
Warrants for common and preferred stock	18,022,750	18,022,750
RSA’s, RSU’s and PRSU’s	35,688,492	938,304
Market-based awards	2,435,325	—
Sponsor Covered Shares and Seller Earnout Shares	17,531,270	17,826,268
Total antidilutive securities	92,759,080	63,071,142

Organization and business operations (Details)	9 Months Ended
Organization and business operations (Details)	Sep. 30, 2022 state segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of states operated in \| state	45
Number of reportable segments \| segment	2

Revenue recognition

9 Months Ended

Sep. 30, 2022

Revenue recognition

Disaggregation of revenue

Our revenue consists of:


			Three months ended September 30,				Nine months ended September 30,
			2022		2021		2022		2021
Revenue Stream	Statements of Operations Classification	Segment	Total Revenue
Revenue from insurance contracts:
Direct Agents title insurance premiums	Net premiums written	Underwriting	$	15,241	$	32,944	$	56,982	$	88,797
Direct Agents title insurance premiums	Net premiums written	Elimination	—		(96)		—		(976)
Third-Party Agent title insurance premiums	Net premiums written	Underwriting	79,247		108,643		242,098		270,933
Total revenue from insurance contracts			$	94,488	$	141,491	$	299,080	$	358,754
Revenue from contracts with customers:
Escrow fees	Escrow, title-related and other fees	Distribution	$	8,581	$	16,190	$	30,949	$	45,325
Other title-related fees and income	Escrow, title-related and other fees	Distribution	16,197		31,383		58,122		86,181
Other title-related fees and income	Escrow, title-related and other fees	Underwriting	1,064		823		2,402		2,621
Other title-related fees and income	Escrow, title-related and other fees	Elimination(1)	(13,215)		(27,944)		(48,367)		(75,035)
Total revenue from contracts with customers			$	12,627	$	20,452	$	43,106	$	59,092
Other revenue:
Interest and investment income (2)	Investment, dividend and other income	Distribution	$	70	$	68	$	145	$	155
Interest and investment income (2)	Investment, dividend and other income	Underwriting	790		493		1,707		1,483
Realized gains and losses, net	Investment, dividend and other income	Distribution	(125)		(21)		(219)		(25)
Realized gains and losses, net	Investment, dividend and other income	Underwriting	6		99		(12)		905
Total other revenues			$	741	$	639	$	1,621	$	2,518
Total revenues			$	107,856	$	162,582	$	343,807	$	420,364

_________________

(2)Interest and investment income consists primarily of interest payments received on held-to-maturity debt securities, available-for-sale debt securities and mortgage loans.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flow from operating activities:
Net loss	$ (192,791)	$ (69,327)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest expense - paid in kind	7,540	6,353
Depreciation and amortization	11,234	7,705
Stock-based compensation expense	27,767	8,447
Amortization of debt issuance costs and original issue discount	2,074	1,429
Provision for credit losses	673	562
Deferred income taxes	616	377
Realized loss (gain) on debt securities	12	(908)
Net unrealized loss on equity securities	0	119
Loss (gain) on disposal of fixed assets and title plants	186	(11)
Net amortization of premiums and accretion of discounts on fixed maturity securities	526	901
Change in fair value of Warrant and Sponsor Covered Shares liabilities	(20,531)	4,478
Goodwill impairment	33,746	0
Change in operating assets and liabilities:
Accounts receivable	3,762	(284)
Prepaid expenses, deposits and other assets	3,099	(14,799)
Lease right-of-use assets and lease liabilities	949
Accounts payable	(3,489)	(274)
Accrued expenses and other liabilities	(18,094)	13,813
Liability for loss and loss adjustments expenses	3,524	8,872
Net cash used in operating activities	(139,197)	(32,547)
Cash flow from investing activities:
Proceeds from calls and maturities of investments: Held-to-maturity	23,827	23,514
Proceeds from sales, calls and maturities of investments: Available-for-sale	1,429	7,817
Proceeds from sales of investments: Equity securities	0	2,000
Proceeds from sales and principal repayments of investments: Mortgage loans	1,720	60
Purchases of investments: Held-to-maturity	(3,955)	(33,650)
Purchases of investments: Available-for-sale	(49,640)	0
Proceeds from sales of fixed assets	73	306
Purchases of fixed assets	(29,096)	(18,842)
Proceeds from sale of title plants and dividends from title plants	627	482
Purchases of title plants	(581)	0
Net cash used in investing activities	(55,596)	(18,313)
Cash flow from financing activities:
Proceeds from issuance of senior secured credit agreement	0	150,000
Payments on loan from a related party	0	(65,532)
Debt issuance costs	0	(579)
Exercise of stock warrants	0	48
Exercise of stock options	330	1,690
Redemptions of redeemable common and preferred stock	0	(294,856)
Net proceeds from Business Combination and PIPE Investment	0	624,952
Payment of costs directly attributable to the issuance of common stock in connection with Business Combination and PIPE Investment	0	(63,195)
Net cash provided by financing activities	330	352,528
Net change in cash and cash equivalents and restricted cash	(194,463)	301,668
Cash and cash equivalents and restricted cash at the beginning period	383,828	112,022
Cash and cash equivalents and restricted cash at the end of period	189,365	413,690
Supplemental cash flow disclosures:
Cash paid for interest	6,039	5,347
Supplemental disclosure of non-cash investing and financing activities:
Unrealized loss on available-for-sale debt securities	(639)	(179)
Issuance of penny warrants related to the senior secured credit agreement	0	(18,519)
Warrant liabilities recognized in conjunction with the Business Combination	0	19,240
Net liabilities assumed in the Business Combination	$ 0	$ 9,517

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (84,113)	$ (34,270)	$ (192,791)	$ (69,327)
Other comprehensive loss, net of tax:
Unrealized loss on available-for-sale debt securities, net of tax	(876)	0	(639)	(179)
Reclassification adjustment for realized gain on sale of available-for-sale debt securities, net of tax	0	0	0	(507)
Comprehensive loss	$ (84,989)	$ (34,270)	$ (193,430)	$ (70,013)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Share-Based Payment Arrangement [Abstract]

Business Combination

9 Months Ended

Sep. 30, 2022

Reverse Recapitalization [Abstract]

Business Combination

Capitol Business Combination

As described in Note 1, on March 2, 2021, Old Doma entered into the Agreement with Capitol, a blank check company incorporated in the State of Delaware and formed for the purpose of effecting a merger. Pursuant to the Agreement, a newly formed subsidiary of Capitol was merged with and into Old Doma, and the Business Combination was completed on July 28, 2021. The Business Combination was accounted for as a reverse recapitalization and Capitol was treated as the acquired company for financial statement reporting purposes. Old Doma was deemed the predecessor for financial reporting purposes and Doma was deemed the successor SEC registrant, meaning that Old Doma’s financial statements for periods prior to the consummation of the Business Combination are disclosed in the financial statements included within this Quarterly Report and will be disclosed in Doma’s future periodic reports. No goodwill or other intangible assets were recorded, in accordance with GAAP. At the Closing Date, Doma received gross cash consideration of $345.0 million as a result of the reverse recapitalization from Capitol’s trust account, which was then reduced by the redemption of Class A common stock of $294.9 million. In addition, existing Old Doma stockholders and option holders received cash payments from the settlement of the net proceeds of the Business Combination totaling $20.1 million.

In connection with the Business Combination, Capitol entered into subscription agreements with certain investors, whereby Doma issued 30,000,000 shares of common stock at $10.00 per share for an aggregate purchase price of $300.0 million (the “PIPE Investment”), which closed simultaneously with the consummation of the Business Combination.

Upon the Closing Date, holders of Old Doma common stock, par value $0.0001 per share (“Old Doma Common Stock”) received shares of our common stock in an amount determined by the exchange ratio of approximately 5.994933 to 1 (the “Exchange Ratio”), which was based on the implied price per share prior to the Business Combination established within the Agreement. Reported shares and earnings per share available to holders of Old Doma’s Common Stock, prior to the Business Combination, have been retroactively restated reflecting the Exchange Ratio. Applicable share activity within the statement of changes in stockholder’s equity were also retroactively converted to our common stock at the Exchange Ratio.

Old Doma recorded the net assets acquired from Capitol. The total estimated transaction costs directly attributable to the Business Combination are approximately $67.0 million, consisting of advisory, legal, share registration and other professional fees. $12.1 million of these fees represent underwriter fees incurred by Capitol prior to the Business Combination related to their initial public offering.

Immediately after the Closing Date, 1,325,664 shares of common stock held by the Sponsor became subject to vesting, contingent upon the price of Doma’s common stock, par value $0.0001 (“Doma common stock”) exceeding certain thresholds (the “Sponsor Covered Shares”).

Immediately after giving effect to the Business Combination and the PIPE Investment, there were 321,461,822 shares of common stock outstanding, which excludes the 1,325,664 of Sponsor Covered Shares. The Company is authorized to issue 2,000,000,000 shares of common stock having a par value of $0.0001 per share. Additionally, the

Company is authorized to issue 100,000,000 shares of preferred stock having a par value of $0.0001 per share. As of September 30, 2022, there were 327,872,190 and 0 shares of common stock and preferred stock issued and outstanding, respectively, which excludes the 1,325,664 of Sponsor Covered Shares.

On December 4, 2020, Capitol consummated its initial public offering, which included the issuance of 11,500,000 redeemable warrants (the “Public Warrants”). Simultaneously with the closing of the initial public offering, Capitol completed the private sale of 5,833,333 warrants (the “Private Placement Warrants”). These Warrants remain outstanding following the Business Combination and each whole warrant entitles the holder to purchase one share of our common stock at a price of $11.50 (see Note 16 for additional information).

Immediately after the Closing Date, 20% of the aggregate of our common stock held by certain investors (collectively, the “Sponsor”) became subject to vesting, contingent upon the price of our common stock exceeding certain thresholds. The Sponsor Covered Shares will vest in two tranches: (i) one-half of such shares shall vest if the last reported sale price of the common stock equals or exceeds $15.00 for any 20 trading days within any 30-day trading period ending on or before the tenth anniversary of the Closing Date, and (ii) one-half of such shares shall vest if the last reported sale price of the common stock equals or exceeds $17.50 for any 20 trading days within any 30-day trading period ending on or before the tenth anniversary of the Closing Date. The Sponsor is also entitled to the Sponsor Covered Shares if a covered strategic transaction or change in control, as defined by the sponsor support agreement dated as of March 2, 2021 (the “Sponsor Support Agreement”) by and among the sponsors named thereto, Capitol and Old Doma, occurs prior to the ten (10)-year anniversary of the Closing Date. As of September 30, 2022, the Sponsor Covered Shares were legally outstanding; however, since none of the conditions were met, no related shares are included in the Company's condensed consolidated balance sheets and condensed consolidated statement of changes in stockholders’ equity or for the purposes of calculating earnings per share.

Also following the Closing Date, the Sellers have the contingent right to receive up to an additional number of shares equal to 5% of the sum of (i) the aggregate number of outstanding shares of our common stock (including restricted common stock, but excluding Sponsor Covered Shares), plus (ii) the maximum number of shares underlying our options that are vested and the maximum number of shares underlying warrants to purchase shares of Doma common stock issued as replacement warrants for Old Doma warrants, in each case of these clauses (i) and (ii), as of immediately following the Closing Date (the “Seller Earnout Shares”). The Seller Earnout Shares are contingently issuable to the Sellers in two tranches: (i) one-half of such shares shall be issued if the last reported sale price of the common stock equals or exceeds $15.00 for any 20 trading days within any 30-day trading period ending on or before the fifth anniversary of the Closing Date, and (ii) one-half of such shares shall be issued if the last reported sale price of the common stock equals or exceeds $17.50 for any 20 trading days within any 30-day trading period ending on or before the fifth anniversary of the Closing Date. Since none of the conditions of the Seller Earnout Shares were met as of September 30, 2022, no related shares are included in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in stockholders’ equity as of September 30, 2022 or for purposes of calculating earnings per share.

Unless the context otherwise requires or otherwise indicates, share counts of Doma common stock provided in this Quarterly Report exclude both the Sponsor Covered Shares and the Seller Earnout Shares.

North American Title Acquisition

On January 7, 2019, we acquired from Lennar its subsidiary, North American Title Insurance Company, which operated its title insurance underwriting business, and its third-party title insurance agency business, which was operated under its North American Title Company brand (collectively, the “Acquired Business”), for total stock and deferred cash consideration of $171.7 million (the “North American Title Acquisition”), including $87.0 million in the form of a seller financing note. Goodwill of $111.5 million resulted from the North American Title Acquisition.

The Company reviews goodwill for impairment annually on October 1 and more frequently if events or changes in circumstances indicate that an impairment may exist (“a triggering event”). During the three months ended September 30, 2022, management determined that the Company was less likely to reach previously forecasted revenue as a result of adverse mortgage and housing market conditions, including rapidly rising interest rates and low housing inventory. These factors and a sustained decrease in the Company’s stock price indicated that the

Company had a triggering event. The Company performed a valuation of the Distribution and Underwriting reporting units using discounted cash flow and market valuation methodologies. The valuation considered the Company’s market capitalization compared to the enterprise value. The resulting valuation of the Underwriting reporting unit indicated that its estimated fair value was above its carrying value. The estimated fair value of the Distribution reporting unit was below its carrying value. As such, the Company determined that the Distribution reporting unit’s goodwill was impaired. During the three months ended September 30, 2022, the Company recognized a goodwill impairment charge of $33.7 million.

The changes in the carrying value of goodwill, by segment, were as follows:


	Distribution		Underwriting		Total
Beginning balance, January 1, 2022	$	88,074	$	23,413	$	111,487
Impairment losses	(33,746)		—		(33,746)
Ending balance, September 30, 2022	$	54,328	$	23,413	$	77,741

Accumulated impairment losses to goodwill were $33.7 million as of September 30, 2022.

Stock compensation expense

9 Months Ended

Sep. 30, 2022

Stock compensation expense

The Company issued stock options (incentive stock options (“ISOs”) and non-statutory stock options (“NSOs”) and restricted stock awards (“RSAs”) to employees and key advisors under the Company’s 2019 Equity Incentive Plan, which has been approved by the board of directors. Granted stock options do not expire for 10 years and have vesting periods ranging from 7 to 60 months. The holder of one stock option may purchase one share of common stock at the underlying strike price.

The Company issues restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”) under the Omnibus Incentive Plan. The RSUs are subject to time-based vesting, generally with a majority of the RSUs vesting 25% on the first anniversary of the award date and ratably thereafter for twelve quarters, such that the RSUs will be fully vested on the fourth anniversary of their award date. Eligible participants in the PRSUs will receive a number of earned shares based on Company financial results during the performance period, as established by the Company’s board of directors. Earned shares for the PRSUs will fully vest once the continuous employment service condition is met after the performance period. The RSUs and PRSUs are measured at fair market value on the grant date and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital.

In June 2022, the Company issued stock awards to its Chief Executive Officer under the Omnibus Incentive Plan that vest upon the satisfaction of a time-based service condition and a market condition (“market-based awards”). Both the service and the market condition must be satisfied for the award to vest. The market condition of the awards is based on the 90-day volume weighted average price of the common stock of the Company reaching a price hurdle of $5.00, $7.50, and $10.00 during a performance period of 4 years. The maximum number of shares that can be earned under the market-based awards is 2,435,325 shares, with one-third of the total award allocated to each identified average price threshold. The time-based service condition in the market-based awards is satisfied quarterly over sixteen quarters of continuous employment, such that the service condition included in the market-based awards will be fully satisfied on the fourth anniversary of their award date. The Company recognizes compensation expense related to the market-based awards using the accelerated attribution method over the requisite service period.

For the three and nine months ended September 30, 2022, a decrease in stock-based compensation expense of $1.2 million and $4.2 million, respectively, was recognized due to changes in the estimated probability of the financial metrics associated with certain PRSUs. Stock-based compensation expense for the three months ended September 30, 2022 and 2021 was $7.7 million and $3.0 million, respectively. Stock-based compensation expense for the nine months ended September 30, 2022 and 2021 was $27.4 million and $9.0 million, respectively.

Stock options (ISO and NSO)

During the nine months ended September 30, 2022, the Company had the following stock option activity:


	Number of Stock Options	Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (In years)	Aggregate Intrinsic Value ($)

Outstanding as of December 31, 2021	24,255,204	$	0.51	7.91	$	109,061
Granted	—	—		0
Exercised	(1,960,728)	0.54		4.19
Cancelled or forfeited	(3,213,233)	0.61		2.08
Outstanding as of September 30, 2022	19,081,243	$	0.58	6.98	$	198

Options exercisable as of September 30, 2022	13,349,677	$	0.54	6.64	$	198

As of September 30, 2022, there was $14.8 million of stock-based compensation expense that had yet to be recognized related to nonvested stock option grants.

RSAs, RSUs and PRSUs

During the nine months ended September 30, 2022, the Company had the following non-vested RSA, RSU and PRSU activity:


	Number of RSAs, RSUs and PRSUs	Average Grant Date Fair Value ($)
Non-vested at December 31, 2021	18,579,930	$	6.11
Granted	38,084,744	1.90
Vested	(3,032,377)	5.65
Adjustment for PRSUs expected to vest	(3,172,883)	5.91
Cancelled or Forfeited	(14,770,922)	3.70
Non-vested at September 30, 2022	35,688,492	$	2.67

As of September 30, 2022, there was $87.8 million of stock-based compensation expense that had yet to be recognized related to nonvested RSAs, RSUs and PRSUs.

Market-based awards

The market-based awards were measured at fair market value on the grant date, and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. The fair value of the market-based awards was determined using a Monte Carlo simulation valuation model using a distribution of potential stock price outcomes on a daily basis over the original 4-year vesting period. The unobservable significant inputs to the valuation model at the time of award issuance were as follows:


Stock price at issuance	$	0.92
Expected volatility	75.0		%
Risk-free interest rate	3.14		%
Current expected term	3.9
Expected dividend yield	—		%

During the nine months ended September 30, 2022, the Company had the following non-vested market-based award activity:


	Number of Market-based awards	Average Grant Date Fair Value ($)
Non-vested at December 31, 2021	—	$	—
Granted	2,435,325	0.32
Vested	—	—
Cancelled or Forfeited	—	—
Non-vested at September 30, 2022	2,435,325	$	0.32

As of September 30, 2022, there was $0.7 million of stock-based compensation expense that had yet to be recognized related to nonvested market-based awards.

Investments and fair value measurements - Summary of Company's Investments Measured at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	$ 44,293	$ 67,400
Total available-for-sale debt securities	47,584	0
Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	36,173	62,330
Total available-for-sale debt securities	18,180
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	7,883	4,833
Total available-for-sale debt securities	27,963
Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	237	237
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	44,293	67,400
Total available-for-sale debt securities	47,584	0
Mortgage loans	302	2,022
Total	92,179	69,422
Fair Value, Recurring \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	36,173	62,330
Total available-for-sale debt securities	18,180	0
Fair Value, Recurring \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	7,883	4,833
Total available-for-sale debt securities	27,963	0
Fair Value, Recurring \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	237	237
Total available-for-sale debt securities	1,441	0
Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	7,883	4,833
Total available-for-sale debt securities	27,963	0
Mortgage loans	0	0
Total	35,846	4,833
Level 1 \| Fair Value, Recurring \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	0	0
Total available-for-sale debt securities	0	0
Level 1 \| Fair Value, Recurring \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	7,883	4,833
Total available-for-sale debt securities	27,963	0
Level 1 \| Fair Value, Recurring \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	0	0
Total available-for-sale debt securities	0	0
Level 2 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	36,410	62,567
Total available-for-sale debt securities	19,621	0
Mortgage loans	0	0
Total	56,031	62,567
Level 2 \| Fair Value, Recurring \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	36,173	62,330
Total available-for-sale debt securities	18,180	0
Level 2 \| Fair Value, Recurring \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	0	0
Total available-for-sale debt securities	0	0
Level 2 \| Fair Value, Recurring \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	237	237
Total available-for-sale debt securities	1,441	0
Level 3 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	0	0
Total available-for-sale debt securities	0	0
Mortgage loans	302	2,022
Total	302	2,022
Level 3 \| Fair Value, Recurring \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	0	0
Total available-for-sale debt securities	0	0
Level 3 \| Fair Value, Recurring \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	0	0
Total available-for-sale debt securities	0	0
Level 3 \| Fair Value, Recurring \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total held-to-maturity debt securities	0	0
Total available-for-sale debt securities	$ 0	$ 0

Segment information - Narrative (Details)	3 Months Ended		9 Months Ended
Segment information - Narrative (Details)	Sep. 30, 2022 USD ($) state	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) state segment branch	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment			2
Number of states operated in \| state	45		45
Goodwill	$ 77,741,000		$ 77,741,000		$ 111,487,000
Acquired goodwill	0	$ 0	0	$ 0
Goodwill adjustments	0	0	0	0
Goodwill impairment	$ 33,746,000	0	$ 33,746,000	0
Distribution
Segment Reporting Information [Line Items]
Number of branches \| branch			105
Number of states operated in \| state	10		10
Goodwill	$ 54,328,000		$ 54,328,000		88,074,000
Goodwill impairment	33,700,000	0	33,746,000	0
Underwriting
Segment Reporting Information [Line Items]
Goodwill	23,413,000		23,413,000		$ 23,413,000
Goodwill impairment	$ 0	$ 0	$ 0	$ 0
Underwriting \| Minimum
Segment Reporting Information [Line Items]
Premium percentage retained			82.00%
Underwriting \| Maximum
Segment Reporting Information [Line Items]
Premium percentage retained			84.00%

Accrued expenses and other liabilities- Workforce Reduction Plan (Details) $ in Millions	6 Months Ended	9 Months Ended
	Sep. 30, 2022 position	Sep. 30, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Forfeited stock-based compensation, reduction plan \| $		$ 1.9
Workforce Reduction Plan
Restructuring Cost and Reserve [Line Items]
Number of positions expected to be eliminated \| position	561
Percentage of workforce expected to be eliminated	27.00%

Liability for loss and loss adjustment expenses (Tables)

9 Months Ended

Sep. 30, 2022

Insurance [Abstract]

Summary of Liability for Loss and Loss Adjustment Expenses

A summary of the changes in the liability for loss and loss adjustment expenses for the nine months ending September 30, 2022 and 2021 is as follows:


	September 30,
	2022			2021
Balance at the beginning of the year	$	80,267		$	69,800

Provision for claims related to:
Current year	$	18,192		$	23,567
Prior years	(2,606)			(6,826)
Total provision for claims	$	15,586		$	16,741

Paid losses related to:
Current year	$	(2,665)		$	(2,832)
Prior years	(9,397)			(5,038)
Total paid losses	$	(12,062)		$	(7,870)

Balance at the end of the period	$	83,791		$	78,671

Provision for claims as a percentage of net written premiums	5.2		%	4.7		%

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

^[1]

$ 94,488

$ 141,491

$ 299,080

$ 358,754

Lennar | Affiliated Entity

^[2]

65,141

91,596

200,381

227,115

34,795

30,298

96,126

81,925