Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-258942
Prospectus Supplement No. 8
(To Prospectus dated March 30, 2022)
Doma Holdings, Inc.
UP TO 17,333,333 SHARES OF COMMON STOCK ISSUABLE UPON
THE EXERCISE OF WARRANTS
UP TO 265,389,572 SHARES OF COMMON STOCK
UP TO 5,833,333 WARRANTS
This prospectus supplement updates, amends and supplements the
prospectus dated March 30, 2022 (as supplemented or amended from
time to time, the “Prospectus”), which forms a part of our
Registration Statement on Form S-1 (Registration No. 333-258942).
Capitalized terms used in this prospectus supplement and not
otherwise defined herein have the meanings specified in the
Prospectus.
The Prospectus and this prospectus supplement relate to: (1) the
issuance by us of up to 17,333,333 shares of common stock that are
issuable upon the exercise of the warrants consisting of (i) up to
11,500,000 shares of common stock that are issuable upon the
exercise of the public warrants and (ii) up to 5,833,333 shares of
common stock that are issuable upon the exercise of the private
placement warrants and (2) the offer and sale, from time to time,
by the Selling Securityholders identified in the Prospectus, or
their permitted transferees, of (a) up to 265,389,572 shares of
common stock, consisting of (i) up to 10,309,215 PIPE shares; (ii)
up to 224,250,982 of Old Doma stockholder shares; (iii) up to
5,302,659 Sponsor shares; (iv) up to 5,833,333 shares of common
stock issuable upon the exercise of the private placement warrants;
(v) up to 1,024,912 shares of exchanged restricted common stock;
(vi) up to 4,602,844 shares of common stock reserved for issuance
upon the exercise of options; (vii) up to 12,739,963 Earnout
Shares; and (viii) up to 1,325,664 Sponsor Covered Shares and (b)
up to 5,833,333 private placement warrants.
This prospectus supplement is being filed to update, amend and
supplement the information included in the Prospectus with the
information contained or incorporated by reference
below.
This prospectus supplement is not complete without the Prospectus.
This prospectus supplement should be read in conjunction with the
Prospectus, which is to be delivered with this prospectus
supplement, and is qualified by reference thereto, except to the
extent that the information in this prospectus supplement updates
or supersedes the information contained in the Prospectus. If there
is any inconsistency between the information in the Prospectus and
this prospectus supplement, you should rely on the information in
this prospectus supplement. Please keep this prospectus supplement
with your Prospectus for future reference.
We are a “smaller reporting company” and “emerging growth company”
as defined in Section 2(a) of the Securities Act of 1933, as
amended, and are subject to reduced reporting
requirements.
Doma Holdings, Inc.’s common stock and warrants are quoted on the
New York Stock Exchange under the symbols “DOMA” and “DOMA.WS,”
respectively. On August 8, 2022, the closing prices of our common
stock and warrants were $0.77 and $0.13, respectively.
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE
“RISK
FACTORS”
BEGINNING ON PAGE 12 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is August 9,
2022
_________________________
On August 9, 2022, Doma Holdings, Inc. (“Doma”) released its
quarterly financial results and key operating data for the three
and six months ended June 30, 2022,(1)
including the following information. Please see “Non-GAAP Financial
Measures” below for important information.
Non-GAAP Financial Measures
Some of the financial information and data contained herein, such
as retained premiums and fees, adjusted gross profit and adjusted
EBITDA, have not been prepared in accordance with United States
generally accepted accounting principles ("GAAP"). Retained
premiums and fees is defined as revenue less premiums retained by
third-party agents. Adjusted gross profit is defined as gross
profit, plus depreciation and amortization. Adjusted EBITDA is
defined as net loss before interest expense, income taxes,
depreciation and amortization, stock-based compensation, severance
costs and change in fair value of warrant and sponsor covered
shares liabilities. Doma believes that the use of retained premiums
and fees, adjusted gross profit and adjusted EBITDA provides
additional tools to assess operational performance and trends in,
and in comparing Doma's financial measures with, other similar
companies, many of which present similar non-GAAP financial
measures to investors. Doma’s non-GAAP financial measures may be
different from non-GAAP financial measures used by other companies.
The presentation of non-GAAP financial measures is not intended to
be considered in isolation or as a substitute for, or superior to,
financial measures determined in accordance with GAAP. Because of
the limitations of non-GAAP financial measures, you should consider
the non-GAAP financial measures presented herein in conjunction
with Doma’s financial statements and the related notes thereto.
Please refer to the non-GAAP reconciliations herein for a
reconciliation of these non-GAAP financial measures to the most
comparable financial measure prepared in accordance with
GAAP.
Forward-Looking Statements Legend
This document includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. The
absence of these words does not mean that a statement is not
forward-looking. Such statements are based on the beliefs of, as
well as assumptions made by information currently available to Doma
management. These forward-looking statements include, but are not
limited to, statements regarding estimates and forecasts of
financial and performance metrics, projections of market
opportunity, total addressable market ("TAM"), market share and
competition. These statements are based on various assumptions,
whether or not identified herein, and on the current expectation of
Doma’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict,
will differ from assumptions and are beyond the control of
Doma.
These forward-looking statements are subject to a number of risks
and uncertainties, including changes in business, market,
financial, political and legal conditions; risks relating to the
uncertainty of the projected financial information with respect to
Doma; future global, regional or local economic, political, market
and social conditions, including due to the COVID-19 pandemic; the
development, effects and enforcement of laws and regulations,
including with respect to the title insurance industry; Doma’s
ability to manage its future growth or to develop or acquire
enhancements to its platform; the effects of competition on Doma’s
future business; the outcome of any potential litigation,
government and regulatory proceedings, investigations and
inquiries; and those other factors described in Part I, Item 1A -
“Risk Factors” of our Annual Report on Form 10-K for the year ended
December 31, 2021 and any subsequent reports filed by Doma from
time to time with the U.S. Securities and Exchange Commission (the
“SEC”).
If any of these risks materialize or Doma’s assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Doma does not presently know or that Doma
currently believes are immaterial that could also cause actual
results to differ from those
(1)
Doma completed its business combination with Capitol Investment
Corp. V ("Capitol") on July 28, 2021. The financial results and key
operating data included in this second quarter release include
operating results of Doma prior to completion of the business
combination and operating results of the combined company
subsequent to completion of the business combination.
contained in the forward-looking statements. In addition,
forward-looking statements reflect Doma’s expectations, plans or
forecasts of future events and views as of the date of this
release. Doma anticipates that subsequent events and developments
will cause Doma’s assessments to change. However, while Doma may
elect to update these forward-looking statements at some point in
the future, Doma specifically disclaims any obligation to do so,
except as required by law. These forward-looking statements should
not be relied upon as representing Doma’s assessment as of any date
subsequent to the date of this release. Accordingly, undue reliance
should not be placed upon the forward-looking
statements.
Key Operating and Financial Indicators
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in thousands, except for open and closed order
numbers) |
|
Key operating data: |
|
|
|
|
|
|
|
|
Opened orders |
25,231 |
|
|
41,491 |
|
|
60,423 |
|
|
82,575 |
|
|
Closed orders |
18,799 |
|
|
31,436 |
|
|
46,146 |
|
|
64,086 |
|
|
|
|
|
|
|
|
|
|
|
GAAP financial data: |
|
|
|
|
|
|
|
|
Revenue
(1)
|
$ |
123,744 |
|
|
$ |
129,986 |
|
|
$ |
235,951 |
|
|
$ |
257,782 |
|
|
Gross profit
(2)
|
$ |
7,143 |
|
|
$ |
26,514 |
|
|
$ |
14,277 |
|
|
$ |
52,930 |
|
|
Net loss
(3)
|
$ |
(58,652) |
|
|
$ |
(23,299) |
|
|
$ |
(108,678) |
|
|
$ |
(35,057) |
|
|
Non-GAAP financial data
(4):
|
|
|
|
|
|
|
|
|
Retained premiums and fees |
$ |
49,106 |
|
|
$ |
64,805 |
|
|
$ |
100,711 |
|
|
$ |
122,263 |
|
|
Adjusted gross profit |
$ |
10,890 |
|
|
$ |
29,535 |
|
|
$ |
21,260 |
|
|
$ |
58,657 |
|
|
Ratio of adjusted gross profit to retained premiums and
fees |
22 |
% |
|
46 |
% |
|
21 |
% |
|
48 |
% |
|
Adjusted EBITDA |
$ |
(43,390) |
|
|
$ |
(11,903) |
|
|
$ |
(88,295) |
|
|
$ |
(15,182) |
|
|
|
|
|
|
|
|
|
_________________
(1)Revenue
is comprised of (i) net premiums written, (ii) escrow, other
title-related fees and other, and (iii) investment, dividend and
other income.
(2)Gross
profit, calculated in accordance with GAAP, is calculated as total
revenue, minus premiums retained by third-party agents, direct
labor expense (including mainly personnel expense for certain
employees involved in the direct fulfillment of policies) and
direct non-labor expense (including mainly title examination
expense, provision for claims, and depreciation and amortization).
In our consolidated income statements, depreciation and
amortization is recorded under the “other operating expenses”
caption.
(3)Net
loss is made up of the components of revenue and
expenses.
(4)Retained
premiums and fees, adjusted gross profit and adjusted EBITDA are
non-GAAP financial measures.
Non-GAAP Financial Measures
Retained premiums and fees
The following table reconciles our retained premiums and fees to
our gross profit, the most closely comparable GAAP financial
measure, for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in thousands) |
|
(in thousands) |
|
Revenue
|
$ |
123,744 |
|
|
$ |
129,986 |
|
|
$ |
235,951 |
|
|
$ |
257,782 |
|
|
Minus: |
|
|
|
|
|
|
|
|
Premiums retained by third-party agents |
74,638 |
|
|
65,181 |
|
|
135,240 |
|
|
135,519 |
|
|
Retained premiums and fees
|
$ |
49,106 |
|
|
$ |
64,805 |
|
|
$ |
100,711 |
|
|
$ |
122,263 |
|
|
Minus: |
|
|
|
|
|
|
|
|
Direct labor |
23,890 |
|
|
20,902 |
|
|
51,688 |
|
|
38,881 |
|
|
Provision for claims |
6,310 |
|
|
6,807 |
|
|
10,921 |
|
|
10,055 |
|
|
Depreciation and amortization |
3,747 |
|
|
3,021 |
|
|
6,983 |
|
|
5,727 |
|
|
Other direct costs
(1)
|
8,016 |
|
|
7,561 |
|
|
16,842 |
|
|
14,670 |
|
|
Gross Profit
|
$ |
7,143 |
|
|
$ |
26,514 |
|
|
$ |
14,277 |
|
|
$ |
52,930 |
|
__________________
(1)Includes
title examination expense, office supplies, and premium and other
taxes.
Adjusted gross profit
The following table reconciles our adjusted gross profit to our
gross profit, the most closely comparable GAAP financial measure,
for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in thousands) |
|
(in thousands) |
|
Gross Profit
|
$ |
7,143 |
|
|
$ |
26,514 |
|
|
$ |
14,277 |
|
|
$ |
52,930 |
|
|
Adjusted for: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
3,747 |
|
|
3,021 |
|
|
6,983 |
|
|
5,727 |
|
|
Adjusted Gross Profit
|
$ |
10,890 |
|
|
$ |
29,535 |
|
|
$ |
21,260 |
|
|
$ |
58,657 |
|
Adjusted EBITDA
The following table reconciles our adjusted EBITDA to our net loss,
the most closely comparable GAAP financial measure, for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in thousands) |
|
(in thousands) |
|
Net loss (GAAP)
|
$ |
(58,652) |
|
|
$ |
(23,299) |
|
|
$ |
(108,678) |
|
|
$ |
(35,057) |
|
|
Adjusted for: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
3,747 |
|
|
3,021 |
|
|
6,983 |
|
|
5,727 |
|
|
Interest expense |
4,489 |
|
|
4,451 |
|
|
8,696 |
|
|
7,810 |
|
|
Income taxes |
136 |
|
|
211 |
|
|
321 |
|
|
336 |
|
|
EBITDA
|
$ |
(50,280) |
|
|
$ |
(15,616) |
|
|
$ |
(92,678) |
|
|
$ |
(21,184) |
|
|
Adjusted for: |
|
|
|
|
|
|
|
|
Stock-based compensation |
8,255 |
|
|
3,713 |
|
|
19,648 |
|
|
6,002 |
|
|
Severance costs |
3,828 |
|
|
— |
|
|
3,828 |
|
|
— |
|
|
Change in fair value of Warrant and Sponsor Covered shares
liabilities |
(5,193) |
|
|
— |
|
|
(19,093) |
|
|
— |
|
|
Adjusted EBITDA
|
$ |
(43,390) |
|
|
$ |
(11,903) |
|
|
$ |
(88,295) |
|
|
$ |
(15,182) |
|
The following table reconciles our adjusted gross profit to our
adjusted EBITDA, for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in thousands) |
|
(in thousands) |
|
Adjusted Gross Profit
|
$ |
10,890 |
|
|
$ |
29,535 |
|
|
$ |
21,260 |
|
|
$ |
58,657 |
|
|
Minus: |
|
|
|
|
|
|
|
|
Customer acquisition costs |
14,853 |
|
|
12,192 |
|
|
30,778 |
|
|
22,087 |
|
|
Other indirect costs
(1)
|
39,427 |
|
|
29,246 |
|
|
78,777 |
|
|
51,752 |
|
|
Adjusted EBITDA |
$ |
(43,390) |
|
|
$ |
(11,903) |
|
|
$ |
(88,295) |
|
|
$ |
(15,182) |
|
__________________
(1)Includes
corporate support, research and development, and other operating
costs.
Doma Holdings, Inc.
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
(In thousands, except share and per share information) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Revenues: |
|
|
|
|
|
|
|
|
Net premiums written
(1)
|
$ |
108,926 |
|
|
$ |
109,271 |
|
|
$ |
204,592 |
|
|
$ |
217,263 |
|
|
Escrow, other title-related fees and other |
14,366 |
|
|
20,065 |
|
|
30,479 |
|
|
38,640 |
|
|
Investment, dividend and other income |
452 |
|
|
650 |
|
|
880 |
|
|
1,879 |
|
|
Total revenues |
$ |
123,744 |
|
|
$ |
129,986 |
|
|
$ |
235,951 |
|
|
$ |
257,782 |
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
Premiums retained by Third-Party Agents
(2)
|
$ |
74,638 |
|
|
$ |
65,181 |
|
|
$ |
135,240 |
|
|
$ |
135,519 |
|
|
Title examination expense |
5,146 |
|
|
5,500 |
|
|
11,127 |
|
|
10,353 |
|
|
Provision for claims |
6,310 |
|
|
6,807 |
|
|
10,921 |
|
|
10,055 |
|
|
Personnel costs |
73,233 |
|
|
53,954 |
|
|
151,026 |
|
|
97,419 |
|
|
Other operating expenses |
23,637 |
|
|
17,181 |
|
|
46,391 |
|
|
31,347 |
|
|
Total operating expenses |
$ |
182,964 |
|
|
$ |
148,623 |
|
|
$ |
354,705 |
|
|
$ |
284,693 |
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
$ |
(59,220) |
|
|
$ |
(18,637) |
|
|
$ |
(118,754) |
|
|
$ |
(26,911) |
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income: |
|
|
|
|
|
|
|
|
Change in fair value of Warrant and Sponsor Covered Shares
liabilities |
5,193 |
|
|
— |
|
|
19,093 |
|
|
— |
|
|
Interest expense |
(4,489) |
|
|
(4,451) |
|
|
(8,696) |
|
|
(7,810) |
|
|
Loss before income taxes |
$ |
(58,516) |
|
|
$ |
(23,088) |
|
|
$ |
(108,357) |
|
|
$ |
(34,721) |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
(136) |
|
|
(211) |
|
|
(321) |
|
|
(336) |
|
|
Net loss |
$ |
(58,652) |
|
|
$ |
(23,299) |
|
|
$ |
(108,678) |
|
|
$ |
(35,057) |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Net loss per share attributable to stockholders - basic and
diluted |
$ |
(0.18) |
|
|
$ |
(0.33) |
|
|
$ |
(0.34) |
|
|
$ |
(0.51) |
|
|
Weighted average shares outstanding common stock - basic and
diluted |
324,879,934 |
|
|
69,944,477 |
|
|
324,387,981 |
|
|
68,688,288 |
|
__________________
(1)Net
premiums written includes revenues from a related party of $33.7
million and $27.0 million during the three months ended
June 30, 2022 and 2021, respectively. Net premiums written
includes revenues from a related party of $61.3 million and $51.6
million during the six months ended June 30, 2022 and 2021,
respectively.
(2)Premiums
retained by Third-Party Agents includes expenses associated with a
related party of $27.2 million and $22.0 million during the three
months ended June 30, 2022 and 2021, respectively. Premiums
retained by Third-Party Agents includes expenses associated with a
related party of $49.6 million and $41.8 million during the six
months ended June 30, 2022 and 2021,
respectively.
Doma Holdings, Inc.
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except share information) |
June 30, 2022 |
|
December 31, 2021 |
|
Assets |
|
|
|
|
Cash and cash equivalents |
$ |
226,339 |
|
|
$ |
379,702 |
|
|
Restricted cash |
2,959 |
|
|
4,126 |
|
|
Investments: |
|
|
|
|
Fixed maturities |
|
|
|
|
Held-to-maturity debt securities, at amortized cost (net of
allowance for credit losses of $443 at June 30, 2022 and $0 at
December 31, 2021) |
51,307 |
|
|
67,164 |
|
|
Available-for-sale debt securities, at fair value (amortized cost
$49,664 at June 30, 2022 and $0 at December 31,
2021) |
49,966 |
|
|
— |
|
|
Mortgage loans |
1,132 |
|
|
2,022 |
|
|
Other long-term investments |
325 |
|
|
325 |
|
|
Total investments |
$ |
102,730 |
|
|
$ |
69,511 |
|
|
Receivables (net of allowance for credit losses of $1,332 at
June 30, 2022 and $1,082 at December 31,
2021) |
12,910 |
|
|
15,498 |
|
|
Prepaid expenses, deposits and other assets |
9,250 |
|
|
15,692 |
|
|
Lease right-of-use assets |
27,979 |
|
|
— |
|
|
Fixed assets (net of accumulated depreciation of $25,775 at
June 30, 2022 and $19,543 at December 31,
2021) |
59,474 |
|
|
45,953 |
|
|
Title plants |
13,952 |
|
|
13,952 |
|
|
Goodwill |
111,487 |
|
|
111,487 |
|
|
Total assets |
$ |
567,080 |
|
|
$ |
655,921 |
|
|
|
|
|
|
|
Liabilities and stockholders’ equity |
|
|
|
|
Accounts payable |
$ |
3,306 |
|
|
$ |
6,930 |
|
|
Accrued expenses and other liabilities |
36,487 |
|
|
54,149 |
|
|
Lease liabilities |
29,222 |
|
|
— |
|
|
Senior secured credit agreement, net of debt issuance costs and
original issue discount |
148,061 |
|
|
141,769 |
|
|
Liability for loss and loss adjustment expenses |
84,936 |
|
|
80,267 |
|
|
Warrant liabilities |
2,080 |
|
|
16,467 |
|
|
Sponsor Covered Shares liability |
709 |
|
|
5,415 |
|
|
Total liabilities |
$ |
304,801 |
|
|
$ |
304,997 |
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, 0.0001 par value; 2,000,000,000 shares authorized at
June 30, 2022; 325,497,629 and 323,347,806 shares issued and
outstanding as of June 30, 2022 and December 31, 2021,
respectively |
33 |
|
|
33 |
|
|
Additional paid-in capital |
563,265 |
|
|
543,070 |
|
|
Accumulated deficit |
(301,256) |
|
|
(192,179) |
|
|
Accumulated other comprehensive income |
237 |
|
|
— |
|
|
Total stockholders’ equity |
$ |
262,279 |
|
|
$ |
350,924 |
|
|
Total liabilities and stockholders’ equity |
$ |
567,080 |
|
|
$ |
655,921 |
|
Quarterly Results of Operations and Other Data
The following tables set forth our selected unaudited quarterly
consolidated statements of operations data for each of the quarters
indicated. The information for each quarter has been prepared on a
basis consistent with our audited consolidated financial
statements, and reflect, in the opinion of management, all
adjustments, which consist only of a normal, recurring nature that
are necessary for a fair statement of the financial information
contained in those financial statements. Our historical results are
not necessarily indicative of the results that may be expected in
the future. The following quarterly financial data should be read
in conjunction with our consolidated financial
statements.
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
(In thousands) |
|
|
June 30, 2020 |
|
September 30, 2020 |
|
December 31, 2020 |
|
March 31, 2021 |
|
June 30, 2021 |
|
September 30, 2021 |
|
December 31, 2021 |
|
March 31, 2022 |
|
June 30, 2022 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
|
$ |
86,334 |
|
|
$ |
103,587 |
|
|
$ |
98,870 |
|
|
$ |
107,992 |
|
|
$ |
109,271 |
|
|
$ |
141,491 |
|
|
$ |
116,598 |
|
|
$ |
95,666 |
|
|
$ |
108,926 |
|
|
Escrow, other title-related fees and other
|
|
|
13,382 |
|
|
16,742 |
|
|
17,977 |
|
|
18,575 |
|
|
20,065 |
|
|
20,452 |
|
|
20,493 |
|
|
16,113 |
|
|
14,366 |
|
|
Investment, dividend and other income
|
|
|
707 |
|
|
743 |
|
|
663 |
|
|
1,229 |
|
|
650 |
|
|
639 |
|
|
588 |
|
|
428 |
|
|
452 |
|
|
Total revenues
|
|
|
$ |
100,423 |
|
|
$ |
121,072 |
|
|
$ |
117,510 |
|
|
$ |
127,796 |
|
|
$ |
129,986 |
|
|
$ |
162,582 |
|
|
$ |
137,679 |
|
|
$ |
112,207 |
|
|
$ |
123,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums retained by Third-Party Agents
|
|
|
$ |
56,006 |
|
|
$ |
67,024 |
|
|
$ |
64,011 |
|
|
$ |
70,338 |
|
|
$ |
65,181 |
|
|
$ |
91,596 |
|
|
$ |
71,330 |
|
|
$ |
60,602 |
|
|
$ |
74,638 |
|
|
Title examination expense
|
|
|
3,322 |
|
|
4,624 |
|
|
4,393 |
|
|
4,853 |
|
|
5,500 |
|
|
5,289 |
|
|
6,495 |
|
|
5,981 |
|
|
5,146 |
|
|
Provision for claims
|
|
|
3,040 |
|
|
5,242 |
|
|
5,272 |
|
|
3,249 |
|
|
6,807 |
|
|
6,685 |
|
|
4,594 |
|
|
4,611 |
|
|
6,310 |
|
|
Personnel costs
|
|
|
32,737 |
|
|
36,197 |
|
|
38,874 |
|
|
43,464 |
|
|
53,954 |
|
|
62,410 |
|
|
78,306 |
|
|
77,793 |
|
|
73,233 |
|
|
Other operating expenses
|
|
|
10,286 |
|
|
10,210 |
|
|
12,149 |
|
|
14,165 |
|
|
17,181 |
|
|
21,693 |
|
|
26,912 |
|
|
22,754 |
|
|
23,637 |
|
|
Total operating expenses
|
|
|
$ |
105,391 |
|
|
$ |
123,297 |
|
|
$ |
124,699 |
|
|
$ |
136,069 |
|
|
$ |
148,623 |
|
|
$ |
187,673 |
|
|
$ |
187,637 |
|
|
$ |
171,741 |
|
|
$ |
182,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
$ |
(4,968) |
|
|
$ |
(2,225) |
|
|
$ |
(7,189) |
|
|
$ |
(8,273) |
|
|
$ |
(18,637) |
|
|
$ |
(25,091) |
|
|
$ |
(49,958) |
|
|
$ |
(59,534) |
|
|
$ |
(59,220) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant and Sponsor Covered Shares
liabilities |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,478) |
|
|
11,169 |
|
|
13,900 |
|
|
5,193 |
|
|
Interest expense
|
|
|
(1,123) |
|
|
(1,193) |
|
|
(1,151) |
|
|
(3,360) |
|
|
(4,451) |
|
|
(4,531) |
|
|
(4,519) |
|
|
(4,207) |
|
|
(4,489) |
|
|
Loss before income taxes
|
|
|
$ |
(6,091) |
|
|
$ |
(3,418) |
|
|
$ |
(8,340) |
|
|
$ |
(11,633) |
|
|
$ |
(23,088) |
|
|
$ |
(34,100) |
|
|
$ |
(43,308) |
|
|
$ |
(49,841) |
|
|
$ |
(58,516) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(241) |
|
|
(204) |
|
|
(223) |
|
|
(125) |
|
|
(211) |
|
|
(170) |
|
|
(421) |
|
|
(185) |
|
|
(136) |
|
|
Net loss
|
|
|
(6,332) |
|
|
(3,622) |
|
|
(8,563) |
|
|
(11,758) |
|
|
(23,299) |
|
|
(34,270) |
|
|
(43,729) |
|
|
(50,026) |
|
|
(58,652) |
|
Reconciliation of GAAP to Non-GAAP Measures
The following tables present our reconciliation of GAAP measures to
non-GAAP measures for the historical periods
indicated.
Retained premiums and fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
(In thousands) |
|
|
June 30, 2020 |
|
September 30, 2020 |
|
December 31, 2020 |
|
March 31, 2021 |
|
June 30, 2021 |
|
September 30, 2021 |
|
December 31, 2021 |
|
March 31, 2022 |
|
June 30, 2022 |
|
Revenue
|
|
|
$ |
100,423 |
|
|
$ |
121,072 |
|
|
$ |
117,510 |
|
|
$ |
127,796 |
|
|
$ |
129,986 |
|
|
$ |
162,582 |
|
|
$ |
137,679 |
|
|
$ |
112,207 |
|
|
$ |
123,744 |
|
|
Minus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums retained by Third-Party Agents |
|
|
56,006 |
|
|
67,024 |
|
|
64,011 |
|
|
70,338 |
|
|
65,181 |
|
|
91,596 |
|
|
71,330 |
|
|
60,602 |
|
|
74,638 |
|
|
Retained premiums and fees
|
|
|
$ |
44,417 |
|
|
$ |
54,048 |
|
|
$ |
53,499 |
|
|
$ |
57,458 |
|
|
$ |
64,805 |
|
|
$ |
70,986 |
|
|
$ |
66,349 |
|
|
$ |
51,605 |
|
|
$ |
49,106 |
|
|
Minus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct labor |
|
|
13,898 |
|
|
14,892 |
|
|
17,050 |
|
|
17,979 |
|
|
20,902 |
|
|
23,948 |
|
|
26,787 |
|
|
27,798 |
|
|
23,890 |
|
|
Provision for claims |
|
|
3,040 |
|
|
5,242 |
|
|
5,272 |
|
|
3,249 |
|
|
6,807 |
|
|
6,685 |
|
|
4,594 |
|
|
4,611 |
|
|
6,310 |
|
|
Depreciation and amortization |
|
|
899 |
|
|
1,221 |
|
|
2,579 |
|
|
2,707 |
|
|
3,021 |
|
|
1,978 |
|
|
2,615 |
|
|
3,236 |
|
|
3,747 |
|
|
Other direct costs(1)
|
|
|
4,898 |
|
|
6,314 |
|
|
4,186 |
|
|
7,109 |
|
|
7,561 |
|
|
10,073 |
|
|
10,322 |
|
|
8,826 |
|
|
8,016 |
|
|
Gross Profit
|
|
|
$ |
21,682 |
|
|
$ |
26,379 |
|
|
$ |
24,412 |
|
|
$ |
26,414 |
|
|
$ |
26,514 |
|
|
$ |
28,302 |
|
|
$ |
22,031 |
|
|
$ |
7,134 |
|
|
$ |
7,143 |
|
__________________
(1)Includes
title examination expense, office supplies, and premium and other
taxes.
Adjusted gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
(in thousands) |
|
|
June 30, 2020 |
|
September 30, 2020 |
|
December 31, 2020 |
|
March 31, 2021 |
|
June 30, 2021 |
|
September 30, 2021 |
|
December 31, 2021 |
|
March, 31, 2022 |
|
June 30, 2022 |
|
Gross Profit
|
|
|
$ |
21,682 |
|
|
$ |
26,379 |
|
|
$ |
24,412 |
|
|
$ |
26,414 |
|
|
$ |
26,514 |
|
|
$ |
28,302 |
|
|
$ |
22,031 |
|
|
$ |
7,134 |
|
|
$ |
7,143 |
|
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
899 |
|
|
1,221 |
|
|
2,579 |
|
|
2,707 |
|
|
3,021 |
|
|
1,978 |
|
|
2,615 |
|
|
3,236 |
|
|
3,747 |
|
|
Adjusted Gross Profit
|
|
|
$ |
22,581 |
|
|
$ |
27,600 |
|
|
$ |
26,991 |
|
|
$ |
29,121 |
|
|
$ |
29,535 |
|
|
$ |
30,280 |
|
|
$ |
24,646 |
|
|
$ |
10,370 |
|
|
$ |
10,890 |
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
(in thousands) |
|
|
June 30, 2020 |
|
September 30, 2020 |
|
December 31, 2020 |
|
March 31, 2021 |
|
June 30, 2021 |
|
September 30, 2021 |
|
December 31, 2021 |
|
March, 31, 2022 |
|
June 30, 2022 |
|
Net loss (GAAP)
|
|
|
$ |
(6,332) |
|
|
$ |
(3,622) |
|
|
$ |
(8,563) |
|
|
$ |
(11,758) |
|
|
$ |
(23,299) |
|
|
$ |
(34,270) |
|
|
$ |
(43,729) |
|
|
$ |
(50,026) |
|
|
$ |
(58,652) |
|
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
899 |
|
|
1,221 |
|
|
2,579 |
|
|
2,707 |
|
|
3,021 |
|
|
1,978 |
|
|
2,615 |
|
|
3,236 |
|
|
3,747 |
|
|
Interest expense |
|
|
1,123 |
|
|
1,193 |
|
|
1,151 |
|
|
3,360 |
|
|
4,451 |
|
|
4,531 |
|
|
4,519 |
|
|
4,207 |
|
|
4,489 |
|
|
Income taxes |
|
|
241 |
|
|
204 |
|
|
223 |
|
|
125 |
|
|
211 |
|
|
170 |
|
|
421 |
|
|
185 |
|
|
136 |
|
|
EBITDA
|
|
|
$ |
(4,069) |
|
|
$ |
(1,004) |
|
|
$ |
(4,610) |
|
|
$ |
(5,566) |
|
|
$ |
(15,616) |
|
|
$ |
(27,591) |
|
|
$ |
(36,174) |
|
|
$ |
(42,398) |
|
|
$ |
(50,280) |
|
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
282 |
|
|
355 |
|
|
1,550 |
|
|
2,289 |
|
|
3,713 |
|
|
3,004 |
|
|
11,040 |
|
|
11,393 |
|
|
8,255 |
|
|
Severance costs |
|
|
1,385 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,828 |
|
|
Change in fair value of warrant and Sponsor Covered Shares
liabilities |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,478 |
|
|
(11,169) |
|
|
(13,900) |
|
|
(5,193) |
|
|
Adjusted EBITDA
|
|
|
$ |
(2,402) |
|
|
$ |
(649) |
|
|
$ |
(3,060) |
|
|
$ |
(3,277) |
|
|
$ |
(11,903) |
|
|
$ |
(20,109) |
|
|
$ |
(36,303) |
|
|
$ |
(44,905) |
|
|
$ |
(43,390) |
|
Capitol Investment Corp V (NYSE:CAP)
Historical Stock Chart
From Feb 2023 to Mar 2023
Capitol Investment Corp V (NYSE:CAP)
Historical Stock Chart
From Mar 2022 to Mar 2023
