Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August 13, 2024

DOMA HOLDINGS, INC.

(Exact name of Registrant, as specified in its charter)

Delaware		001-39754		84-1956909
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

101 Mission Street, Suite 1050

San Francisco, California 94105

(Address of principal executive offices) (Zip code)

650-419-3827

(Registrant's telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	DOMA	The New York Stock Exchange
Warrants to purchase common stock	DOMAW	*

* The warrants are trading on the OTC Pink Marketplace under the symbol “DOMAW”.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2024, Doma Holdings, Inc. (the "Company") issued a press release announcing its financial results for the three and six months ended June 30, 2024. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
99.1*	Press release dated August 13, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Furnished herewith

SIGNATURES

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

Date: August 13, 2024



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

Exhibit 99.1

Doma Reports Second Quarter 2024 Financial Results

SAN FRANCISCO--(Business Wire)--August 13, 2024-- Doma Holdings, Inc. (NYSE: DOMA) (“Doma” or the “Company”), a leading force for disruptive change in the real estate industry, today reported financial results and key operating data for the three months ended June 30, 2024.

Second Quarter 2024 Business Highlights ⁽¹⁾⁽²⁾:

●

Total revenues of $78 million, up 18% versus Q1 2024

●

Retained premiums and fees of $15 million, up 13% versus Q1 2024

●

Gross profit of $5 million, up 23% versus Q1 2024

●

Adjusted gross profit of $8 million, up 15% versus Q1 2024

●

Net loss of $19 million, compared to a net loss of $19 million in Q1 2024

●

Adjusted EBITDA loss of $3 million, compared to a loss of $6 million in Q1 2024

“We are pleased with the continued progress our team is making toward achieving our strategic goals,” said Max Simkoff, Doma CEO.

(1)

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

(2)

Doma has exited its local retail operations nationwide. Local and associated operations are classified as “discontinued operations” and segregated in Doma’s financial results beginning in the third quarter ended September 30, 2023. The financial results and key operating data highlighted today reflect the continuing operations of Doma, excluding the discontinued local and associated operations.

Pending Transaction

As previously announced on March 28, 2024, Doma entered into a definitive agreement and plan of merger to be acquired by Title Resources Group (“TRG”) in an all-cash transaction for $6.29 per share. The pending transaction would result in Doma becoming a private company and is expected to close in the second half of 2024, subject to certain closing conditions, including the approval of the holders of a majority of Doma’s common stock that are not affiliated with LENX ST Investor, LLC and LEN FW Investor, LLC and certain other persons.

In light of the pending transaction, Doma will not hold an earnings conference call or provide forward looking guidance.

About Doma Holdings, Inc.

Doma is a real estate technology company that is disrupting a century-old industry by building an instant and frictionless home closing experience for buyers and sellers. Doma uses proprietary machine intelligence technology and deep human expertise to create a vastly more simple and affordable experience for everyone involved in a residential real estate transaction, including current and prospective homeowners, mortgage lenders, title agents, and real estate professionals. With Doma, what used to take days can now be done in minutes, replacing an arcane and cumbersome process with a digital experience designed for today’s world. To learn more visit doma.com.

Non-GAAP Financial Measures

Some of the financial information and data contained in this press release, such as retained premiums and fees, adjusted gross profit and adjusted EBITDA, have not been prepared in accordance with GAAP. Retained premiums and fees is defined as total revenue less premiums retained by agents. Adjusted gross profit is defined as gross profit (loss), adjusted to exclude the impact of depreciation and amortization. Adjusted EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization, and further adjusted to exclude the impact of net loss from discontinued operations, stock-based compensation, severance and interim salary costs, long-lived asset impairment, merger transaction costs, change in fair value of local sales deferred earnout, and the change in fair value of warrant and sponsor covered shares liabilities. Doma believes that the use of retained premiums and fees, adjusted gross profit and adjusted EBITDA provides additional tools to assess operational performance and trends in, and in comparing Doma's financial measures with, other similar companies, many of which present similar non-GAAP financial measures to investors. Doma’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial measures determined in accordance with GAAP. Because of the limitations of non-GAAP financial measures, you should consider the non-GAAP financial measures presented herein in conjunction with Doma’s financial statements and the related notes thereto. Please refer to the non-GAAP reconciliations in this press release for a reconciliation of these non-GAAP financial measures to the most comparable financial measure prepared in accordance with GAAP.

Forward-Looking Statements Legend

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The absence of these words does not mean that a statement is not forward-looking. Such statements are based on the beliefs of, as well as assumptions made by information currently available to Doma management. These forward-looking statements include, but are not limited to, statements regarding our ability to offer our technology through, and enter into commercial relationships with, mortgage technology platforms (including any specific partner mentioned), primary and/or secondary mortgage market participants and/or their customers, estimates and forecasts of financial and performance metrics, projections of market opportunity, total addressable market ("TAM"), market share and competition, the ability to expand our product offerings geographically and/or add additional partners, and the impact of FHFA’s recently announced “title acceptance” pilot and/or our level of participation, if any, in such pilot, and the pending transaction with the Title Resources Group. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectation of Doma’s management and are not predictions of actual performance. These forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. These statements are not guarantees of future performance and undue reliance should not be placed on them. 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 our market opportunities; future global, regional or local economic, political, market and social conditions; 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; Doma’s ability to complete the pending transaction with Title Resources Group on the anticipated timeline, if at all; 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, 2023 and any subsequent reports filed by Doma from time to time with the U.S. Securities and Exchange Commission (the “SEC”).

If any of these risks materialize or Doma’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Doma does not presently know or that Doma currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Doma’s expectations, plans or forecasts of future events and views as of the date of this press release. Doma anticipates that subsequent events and developments will cause Doma’s assessments to change. However, while Doma may elect to update these forward-looking statements at some point in the future, Doma specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Doma’s assessment as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Key Operating and Financial Indicators from Continuing Operations

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(Unaudited - in thousands)
*GAAP financial data:*
Revenue (1)	$	77,646		$	81,279		$	143,713		$	150,091
Gross profit (2)	$	5,056		$	1,972		$	9,164		$	4,073
Net loss (3)	$	(19,008	)	$	(24,253	)	$	(38,482	)	$	(55,486	)
*Non-GAAP financial data (4):*
Retained premiums and fees	$	15,474		$	16,509		$	29,150		$	30,784
Adjusted gross profit	$	8,131		$	4,881		$	15,224		$	9,844
Ratio of adjusted gross profit to retained premiums and fees		53	%		30	%		52	%		32	%
Adjusted EBITDA	$	(2,665	)	$	(12,141	)	$	(8,227	)	$	(24,926	)

_________________

(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 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 continuing operations 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,
	2024		2023		2024		2023
	(Unaudited - in thousands)
Revenue	$	77,646	$	81,279	$	143,713	$	150,091
Minus:
Premiums retained by agents		62,172		64,770		114,563		119,307
Retained premiums and fees	$	15,474	$	16,509	$	29,150	$	30,784
Minus:
Direct labor		3,148		3,327		6,562		7,135
Provision for claims		1,183		5,330		1,913		8,617
Depreciation and amortization		3,075		2,909		6,060		5,771
Other direct costs (1)		3,012		2,971		5,451		5,188
Gross Profit	$	5,056	$	1,972	$	9,164	$	4,073

__________________

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

Adjusted gross profit

The following table reconciles our continuing operations 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,
	2024		2023		2024		2023
	(Unaudited - in thousands)
Gross Profit	$	5,056	$	1,972	$	9,164	$	4,073
Adjusted for:
Depreciation and amortization		3,075		2,909		6,060		5,771
Adjusted Gross Profit	$	8,131	$	4,881	$	15,224	$	9,844

Adjusted EBITDA

The following table reconciles our continuing operations 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,
	2024			2023			2024			2023
	(Unaudited - in thousands)
Net loss (GAAP)	$	(20,397	)	$	(35,877	)	$	(40,948	)	$	(78,000	)
Adjusted for:
Depreciation and amortization		3,075			2,909			6,060			5,771
Interest expense		7,838			5,021			14,442			8,992
Income taxes		56			156			(448	)		312
EBITDA	$	(9,428	)	$	(27,791	)	$	(20,894	)	$	(62,925	)
Adjusted for:
Loss from discontinued operations, net of taxes		1,389			11,624			2,466			22,514
Stock-based compensation		3,784			2,833			8,487			7,826
Severance and interim salary costs		5			860			69			7,341
Long-lived asset impairment		—			441			—			441
Merger transaction costs		930			—			930			—
Change in fair value of Warrant and Sponsor Covered Shares liabilities		66			(108	)		305			(123	)
Change in fair value of Local Sales Deferred Earnout		589			—			410			—
Adjusted EBITDA	$	(2,665	)	$	(12,141	)	$	(8,227	)	$	(24,926	)

The following table reconciles our continuing operations adjusted gross profit to our adjusted EBITDA, for the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(Unaudited - in thousands)						(Unaudited - in thousands)
Adjusted Gross Profit	$	8,131		$	4,881		$	15,224		$	9,844
Minus:
Customer acquisition costs		1,495			1,687			2,970			4,023
Other indirect costs ⁽¹⁾		9,301			15,335			20,481			30,747
Adjusted EBITDA	$	(2,665	)	$	(12,141	)	$	(8,227	)	$	(24,926	)

__________________

(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,
(Unaudited - in thousands, except share and per share information)	2024			2023			2024			2023
Revenues:
Net premiums written (1)	$	75,408		$	78,962		$	138,921		$	145,732
Escrow, other title-related fees and other		922			798			1,993			1,762
Investment, dividend and other income		1,316			1,519			2,799			2,597
Total revenues	$	77,646		$	81,279		$	143,713		$	150,091

Expenses:
Premiums retained by agents (2)	$	62,172		$	64,770		$	114,563		$	119,307
Title examination expense		1,173			1,241			2,031			1,974
Provision for claims		1,183			5,330			1,913			8,617
Personnel costs		13,174			17,434			27,789			42,842
Other operating expenses		10,992			11,247			21,600			23,215
Long-lived asset impairment		—			441			—			441
Total operating expenses	$	88,694		$	100,463		$	167,896		$	196,396

Operating loss from continuing operations	$	(11,048	)	$	(19,184	)	$	(24,183	)	$	(46,305	)

Other (expense) income:
Change in fair value of Warrant and Sponsor Covered Shares liabilities		(66	)		108			(305	)		123
Interest expense		(7,838	)		(5,021	)		(14,442	)		(8,992	)
Loss from continuing operations before income taxes	$	(18,952	)	$	(24,097	)	$	(38,930	)	$	(55,174	)

Income tax benefit (expense)		(56	)		(156	)		448			(312	)
Loss from continuing operations, net of taxes	$	(19,008	)	$	(24,253	)	$	(38,482	)	$	(55,486	)

Loss from discontinued operations, net of taxes		(1,389	)		(11,624	)		(2,466	)		(22,514	)

Net loss	$	(20,397	)	$	(35,877	)	$	(40,948	)	$	(78,000	)

Earnings per share:
Net loss from continuing operations per share attributable to stockholders - basic and diluted	$	(1.36	)	$	(1.82	)	$	(2.78	)	$	(4.18	)
Net loss per share attributable to stockholders - basic and diluted	$	(1.46	)	$	(2.69	)	$	(2.95	)	$	(5.88	)
Weighted average shares outstanding common stock - basic and diluted		13,992,669			13,324,215			13,864,422			13,259,894

__________________

(1)

Net premiums written includes revenues from a related party of $38.0 million and $33.5 million during the three months ended June 30, 2024 and 2023, respectively. Net premiums written includes revenues from a related party of $72.1 million and $63.5 million during the six months ended June 30, 2024 and 2023, respectively.

(2)

Premiums retained by agents includes expenses associated with a related party of $30.7 million and $27.1 million during the three months ended June 30, 2024 and 2023, respectively. Premiums retained by agents includes expenses associated with a related party of $58.2 million and $51.2 million during the six months ended June 30, 2024 and 2023, respectively.

Doma Holdings, Inc.

Consolidated Balance Sheets

(Unaudited - in thousands, except share information)	June 30, 2024			December 31, 2023
Assets
Cash and cash equivalents	$	69,098		$	65,939
Restricted cash		3,999			5,228
Investments:
Fixed maturities
Held-to-maturity debt securities, at amortized cost (net of allowance for credit losses of $5 at June 30, 2024 and $125 at December 31, 2023)		7,445			18,179
Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)		41,727			58,032
Mortgage loans		45			45
Total investments	$	49,217		$	76,256
Trade and other receivables (net of allowance for credit losses of $2,024 at June 30, 2024 and $1,802 at December 31, 2023)		23,364			24,452
Prepaid expenses, deposits and other assets		8,613			4,614
Lease right-of-use assets		3,457			4,175
Fixed assets (net of accumulated depreciation of $33,991 at June 30, 2024 and $26,272 at December 31, 2023)		27,902			30,945
Title plants		2,716			2,716
Goodwill		23,413			23,413
Assets held for disposal		1,893			2,563
Total assets	$	213,672		$	240,301

Liabilities and stockholders’ deficit
Accounts payable	$	5,248		$	1,798
Accrued expenses and other liabilities		11,762			12,700
Lease liabilities		7,322			8,838
Loan and Security Agreement, net of debt issuance costs and original issue discount		168,530			154,087
Liability for loss and loss adjustment expenses		74,817			81,894
Warrant liabilities		92			26
Sponsor Covered Shares liability		325			86
Liabilities held for disposal		5,546			6,783
Total liabilities	$	273,642		$	266,212

Commitments and contingencies

Stockholders’ deficit:

Common stock, 0.0001 par value; 80,000,000 shares authorized at June 30, 2024; 14,074,805 and 13,524,203 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	$	1		$	1
Additional paid-in capital		600,430			593,772
Accumulated deficit		(660,149	)		(619,201	)
Accumulated other comprehensive income		(252	)		(483	)
Total stockholders’ deficit	$	(59,970	)	$	(25,911	)
Total liabilities and stockholders’ deficit	$	213,672		$	240,301

Investor Contact: Dave DeHorn | Chief Strategy Officer and Interim Head of Investor Relations for Doma | ir@doma.com

SOURCE Doma Holdings, Inc.

Document And Entity Information	Aug. 13, 2024
Document Information [Line Items]
Entity, Registrant Name	DOMA HOLDINGS, INC.
Document, Type	8-K
Document, Period End Date	Aug. 13, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39754
Entity, Tax Identification Number	84-1956909
Entity, Address, Address Line One	101 Mission Street, Suite 1050
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001722438
CommonStockParValue00001PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	DOMA
Security Exchange Name	NYSE
WarrantsToPurchaseCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	DOMAW