0001437749-24-026797 | 10-Q | XBRL Viewer

Earnings Per Share [Text Block]

10. Earnings per share

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

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2024*			*2023*			*2024*			*2023*
Numerator
Net loss from continuing operations	$	(19,008	)	$	(24,253	)	$	(38,482	)	$	(55,486	)

Denominator
Weighted-average common shares – basic and diluted		13,992,669			13,324,215			13,864,422			13,259,894


Net loss from continuing operations per share - basic and diluted	$	(1.36	)	$	(1.82	)	$	(2.78	)	$	(4.18	)
Net loss from discontinued operations per share - basic and diluted	$	(0.10	)	$	(0.87	)	$	(0.18	)	$	(1.70	)
Net loss per share attributable to stockholders - basic and diluted	$	(1.46	)	$	(2.69	)	$	(2.95	)	$	(5.88	)

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 June 30,*
	*2024*		*2023*
Outstanding stock options		389,387		486,540
Warrants for common and preferred stock		693,333		693,333
RSA’s, RSU’s and PRSU’s		981,509		1,322,446
Market-based awards		97,413		97,413
Sponsor Covered Shares and Seller Earnout Shares		686,190		702,787
Total antidilutive securities		2,847,832		3,302,519

Note 4 - Investments and Fair Value Measurements - Investments Measured at Fair Value (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

$ 7,306

$ 17,745

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

Corporate Debt Securities [Member]

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

^[1]

23,150

25,933

US Treasury Securities [Member]

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

17,070

30,615

Debt Security, Government, Non-US [Member]

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

1,507

1,484

Fair Value, Recurring [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

7,311

17,870

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

49,083

75,947

Fair Value, Recurring [Member] | Corporate Debt Securities [Member]

417

112

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

3,853

13,386

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

23,150

25,933

Fair Value, Recurring [Member] | US Treasury Securities [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

3,020

4,047

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

17,070

30,615

Fair Value, Recurring [Member] | Certificates of Deposit [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

438

437

Fair Value, Recurring [Member] | Debt Security, Government, Non-US [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

1,507

1,484

Fair Value, Recurring [Member] | Public Warrants [Member]

Fair Value, Recurring [Member] | Private Placement Warrants [Member]

Fair Value, Recurring [Member] | Sponsor Covered Shares [Member]

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]

325

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

3,020

4,047

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

17,070

30,615

20,090

34,662

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

3,020

4,047

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

17,070

30,615

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Debt Security, Government, Non-US [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Sponsor Covered Shares [Member]

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

4,291

13,823

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

24,657

27,417

28,948

41,240

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

3,853

13,386

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

23,150

25,933

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Certificates of Deposit [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

438

437

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Debt Security, Government, Non-US [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

1,507

1,484

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Sponsor Covered Shares [Member]

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member]

325

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Certificates of Deposit [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Debt Security, Government, Non-US [Member]

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]

Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Sponsor Covered Shares [Member]

$ 325

$ 86

[1]	Includes both U.S. and foreign corporate debt securities.

Note 17 - Leases (Tables)

6 Months Ended

Jun. 30, 2024

Lease, Cost [Table Text Block]

	*Six Months Ended June 30,*
	*2024*			*2023*
Components of lease expense:
Operating lease expense	$	1,175		$	1,191
Less sublease income		(594	)		(24	)
Net lease expense		581			1,167

Cash flow information related to leases:
Operating cash outflow from operating leases during the six months ended June 30, 2024 and 2023	$	1,902		$	1,951

	*June 30, 2024*			*June 30, 2023*
Right-of-use assets obtained during the six months ended June 30, 2024 and 2023 in exchange for new operating lease liabilities	$	—			—
Weighted average remaining lease term (years)		3.26			3.93
Weighted average discount rate		10	%		10	%

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

		*June 30, 2024*
Maturities of lease liabilities:	*Continuing Operations*			*Discontinued Operations*
2024	$	1,496		$	1,195
2025		2,579			2,009
2026		2,421			1,777
2027		2,093			620
Total lease payments		8,589			5,601
Less imputed interest		(1,267	)		(641	)
Lease liabilities	$	7,322		$	4,960

Sublease Payments Receivable [Table Text Block]

	*June 30, 2024*
	*Continuing Operations*		*Discontinued Operations*
2024	$	548	$	340
2025		1,035		389
2026		1,067		131
2027		1,100		24
Total sublease payments	$	3,750	$	884

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 69,098	$ 65,939
Restricted cash	3,999	5,228
Investments:
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 (see Note 12)
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

Note 10 - Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Loss from continuing operations, net of taxes	$ (19,008)	$ (24,253)	$ (38,482)	$ (55,486)
Weighted-average common shares – basic and diluted (in shares)	13,992,669	13,324,215	13,864,422	13,259,894
Net loss from continuing operations per share attributable to stockholders - basic and diluted (in dollars per share)	$ (1.36)	$ (1.82)	$ (2.78)	$ (4.18)
Net loss from discontinued operations per share - basic and diluted (in dollars per share)	(0.1)	(0.87)	(0.18)	(1.7)
Net loss per share attributable to stockholders - basic and diluted (in dollars per share)	$ (1.46)	$ (2.69)	$ (2.95)	$ (5.88)

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

Amount after tax of income (loss) from continuing operations attributable to the parent.

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

Per basic share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation.

Note 18 - Discontinued Operations (Details Textual) - Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] - Local Component [Member] - Title Plant [Member] $ in Millions	Jun. 09, 2023 USD ($)
Disposal Group, Including Discontinued Operation, Consideration	$ 7.6
Disposal Group, Including Discontinued Operation, Transaction Costs	0.7
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	$ 3.8

Note 4 - Investments and Fair Value Measurements - Unobservable Input Reconciliation Assets (Details) - Local Sales Deferred Earnout [Member[] $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Fair value	$ 12,497
Accretion of discount	630
Change in assumptions	(1,041)
Fair value	$ 12,086

Note 12 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Text Block]

12. 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.

The Company has received demand letters (“Disclosure Demands”) from eleven purported stockholders of the Company (the “Disclosure Stockholders”), alleging that the definitive proxy statement filed by the Company in connection with the Merger (the “Proxy Statement”) omits material information in violation of applicable laws and demanding that the Company issue supplemental corrective disclosure. The Company believes the allegations asserted in the Disclosure Demands are without merit. No claims for damages have been made in the Disclosure Demands. The Company has determined that any potential liabilities related to the Disclosure Demands are not considered reasonably estimable at this time.

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 $3.6 million and $11.0 million at June 30, 2024 and December 31, 2023, 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.

Note 14 - Employee Benefit Plan (Details Textual) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Defined Contribution Plan, Maximum Annual Contributions Per Employee with Employer Match, Percent			3.50%
Defined Contribution Plan, Cost	$ 0.2	$ 0.3	$ 0.2	$ 0.7
First Match Tranche [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match			100.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay			1.00%
Second Match Tranche [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match			50.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay			5.00%

Note 7 - Segment Information - Reconciliation of Reportable Segments to Consolidated (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Depreciation and amortization

$ 8,131

$ 4,881

$ 15,224

$ 9,844

3,075

2,909

6,060

5,771

Other indirect expenses (1)

^[1]

16,104

20,715

33,347

49,937

Change in fair value of Warrant and Sponsor Covered Shares liabilities

441

(108)

305

(123)

Loss from continuing operations before income taxes

7,838

5,021

14,442

8,992

$ (18,952)

$ (24,097)

$ (38,930)

$ (55,174)

[1]	Includes other indirect 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.

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

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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

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.

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

Note 2 - Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Basis of Presentation and Significant Accounting Policies [Text Block]

2. Summary of significant accounting policies

Basis of presentation

The accompanying condensed consolidated balance sheet as of June 30, 2024 and the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, and condensed consolidated statements of changes in stockholders’ (deficit) equity for the three and six months ended June 30, 2024 and 2023 and the condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023 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 June 30, 2024 and its results of operations, including its comprehensive loss, and stockholders’ (deficit) equity for the three and six months ended June 30, 2024 and 2023 and cash flows for the six months ended June 30, 2024 and 2023. All adjustments are of a normal recurring nature. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2024. These unaudited interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements and related notes.

Certain prior year amounts have been reclassified to conform to the current year presentation under Accounting Standard Codification 205-20-45, “Discontinued Operations."

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 related to continuing operations have been eliminated in consolidation.

Reverse stock split

On June 29, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) to effect a 1-for-25 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) and a corresponding adjustment to its authorized capital stock, effective as of 11:59 p.m. Eastern Daylight Time on June 29, 2023 (the “Effective Time”). All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, and discussions, in this Quarterly Report, unless otherwise indicated.

As a result of the Reverse Stock Split, every 25 shares of the Company’s issued and outstanding common stock were automatically converted into one share of issued and outstanding common stock. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of common stock were entitled to receive cash in an amount equal to the product obtained by multiplying (a) the closing price per share of the common stock as reported on the New York Stock Exchange as of the first trading day following the Effective Time, by (b) the fraction of one share owned by the stockholder.

Proportionate adjustments were made to the number of shares issuable upon the exercise or vesting of all stock options, restricted stock awards, restricted stock units, performance restricted stock units or market-based awards (the “Stock-Based Awards”) and warrants outstanding at the Effective Time, which resulted in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such Stock-Based Awards and warrants. In the case of stock options and warrants, proportionate adjustments also included a proportional increase in the exercise price of such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2021 Omnibus Incentive Plan were proportionately reduced.

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, the fair value measurements, valuation of goodwill impairment, the valuations of stock-based compensation arrangements and the Sponsor Covered Shares liability (as defined below).

Trade and other receivables, net

Trade and other receivables include the following:

	*June 30,*			*December 31,*
	*2024*			*2023*
Trade receivables	$	6,188		$	9,170
Accrued net premiums written from Third-Party Agent referrals		2,376			2,418
Trade receivables, gross	$	8,564		$	11,588
Allowance for credit losses		(2,024	)		(1,802	)
Trade receivables, net	$	6,540		$	9,786
Local Sales Deferred Earnout receivable		12,086			12,497
Investment trade receivables		3,510			—
Miscellaneous other receivables		1,228			2,169
Other receivables	$	16,824		$	14,666
Trade and other receivables, net	$	23,364		$	24,452

Trade receivables are generally due within thirty to ninety days and are recorded net of an allowance for credit losses. Our receivables represent premiums, escrow and related fees due to us as a result of the closing of real estate transactions, investment trade receivables, and other miscellaneous receivables. The Company determines the allowance for credit losses by considering a number of factors, including the length of time receivables are past due, previous loss history and a specific customer’s ability to pay its obligations to the Company. Amounts deemed uncollectible are expensed in the period in which such determination is made. The Local Sales Deferred Earnout receivable relates to the aggregate earnouts from the Local Sales discussed further in Note 3.

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 six months ended June 30, 2024 and 2023.

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 reinsurance programs to limit its maximum loss exposure by reinsuring certain risks with other insurers. The Company has three reinsurance programs: the 2024 Excess of Loss Treaty, the Facultative program and the Quota Share Treaty. Previously, the Company had been a party to an excess of loss treaty which expired per its terms on September 30, 2023. Under the former excess of loss treaty, we ceded liability over $15.0 million on all files. The excess of loss treaty provided for ceding liability above the retention of $15.0 million for all policies up to a liability cap of $500.0 million.

Effective January 1, 2024, the Company implemented the 2024 Excess of Loss Treaty. Under the 2024 Excess of Loss Treaty, we cede liability in two layers: 1) $10 million above the retention of $10 million up to a liability cap of $20.0 million for all policies and 2) $10 million above the retention of $20 million in losses up to a liability cap of $30.0 million for all policies. The 2024 Excess of Loss Treaty will be in place through June 30, 2025. Excess of loss reinsurance coverage protects the Company from a large loss from a single loss occurrence.

Effective October 1, 2023, the Company implemented its Facultative program. Under this program, on files above $30 million, the Company retains the next $5 million, and thereafter cedes additional liability over $35.0 million and up to $150.0 million on a facultative basis. This Facultative arrangement protects the Company from a large loss from a single loss occurrence.

Under the Quota Share Treaty, 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 six months ended June 30, 2024 and 2023.

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

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

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2024*			*2023*			*2024*			*2023*
Gross premiums earned		75,564			79,038			139,193			145,953
Ceded premiums		(156	)		(76	)		(272	)		(221	)
Net premiums earned		75,408			78,962			138,921			145,732
Percentage of amount net to gross		99.8	%		99.9	%		99.8	%		99.8	%

Income taxes

Our effective tax rate for the six months ended June 30, 2024 and 2023 was 1% and (1)%, respectively, 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 June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023 of $0.1 million and $0.8 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 2020 through 2023 tax years remain open to federal examinations. The Company’s 2019 through 2023 tax years remain open to state tax examinations. The Company believes that as of June 30, 2024 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 June 30, 2024.

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. For more information on leases, refer to Note 17 of this Quarterly Report.

Concentration of credit risk

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, foreign government securities, certificates of deposit, single-family residential mortgage loans, and U.S. Treasuries.

Emerging Growth Company and Smaller Reporting Company

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, 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

No new accounting policies were recently issued and adopted in the three or six months ended June 30, 2024.

Recently issued but not adopted accounting pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public companies with annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of the ASU on its disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures. The ASU includes requirements that an entity disclose the title of the chief operating decision maker (CODM) and on an interim and annual basis, significant segment expenses and the composition of other segment items for each segment's reported profit. The standard also permits disclosure of additional measures of segment profit. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its disclosures.

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. As an emerging growth company, we currently anticipate adopting this standard on January 1, 2025. 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.

Note 14 - Employee Benefit Plan

6 Months Ended

Jun. 30, 2024

Defined Contribution Plan [Text Block]

14. 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. 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 June 30, 2024 and 2023, the Company made contributions for the benefit of employees of $0.2 million and $0.3 million, respectively, to the Retirement Savings Plan. For the six months ended June 30, 2024 and 2023, the Company made contributions for the benefit of employees of $0.2 million and $0.7 million, respectively, to the Retirement Savings Plan.

Note 7 - Segment Information - Schedule of Operating Results by Reportable Segments (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

^[1]

$ 75,408

$ 78,962

$ 138,921

$ 145,732

^[2]

922

798

1,993

1,762

1,316

1,519

2,799

2,597

77,646

81,279

143,713

150,091

^[3],[4]

62,172

64,770

114,563

119,307

^[5]

3,148

3,327

6,562

7,135

^[6]

3,012

2,971

5,451

5,188

1,183

5,330

1,913

8,617

Operating Segments [Member] | Distribution Segment [Member]

8,131

4,881

15,224

9,844

75,408

78,962

138,921

145,732

^[2]

389

595

882

1,160

1,056

1,226

2,465

2,142

76,853

80,783

142,268

149,034

^[4]

62,329

65,093

115,178

120,111

^[5]

2,795

2,886

5,797

5,773

^[6]

2,693

2,609

4,712

4,414

1,175

5,328

1,931

8,488

Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Corporate Segment and Other Operating Segment [Member]

7,861

4,867

14,650

10,248

^[2]

690

526

1,726

1,406

260

293

334

455

950

819

2,060

1,861

^[4]

^[5]

353

441

765

1,362

^[6]

319

362

739

774

(18)

129

Consolidation, Eliminations [Member]

270

574

(404)

^[2]

(157)

(323)

(615)

(804)

(157)

(323)

(615)

(804)

^[4]

(157)

(323)

(615)

(804)

^[5]

^[6]

$ 0

[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 (see Note 11).
[2]	Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents.
[3]	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 (see Note 11).
[4]	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 from continuing operations and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation.
[5]	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.
[6]	Includes title examination expense, office supplies, and premium and other taxes.

Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance (in shares) at Dec. 31, 2022	13,165,919
Balance at Dec. 31, 2022	$ 1	$ 577,515	$ (494,787)	$ (937)	$ 81,792
Exercise of stock options (in shares)	16,120
Exercise of stock options	$ 0	182	0	0	182
Vesting of RSU awards (in shares)	37,338
Stock-based compensation expense	$ 0	5,697	0	0	5,697
Net loss	0	0	(42,123)	0	(42,123)
Other comprehensive income	$ 0	0	0	334	334
Balance (in shares) at Mar. 31, 2023	13,219,377
Balance at Mar. 31, 2023	$ 1	583,394	(536,910)	(603)	45,882
Balance (in shares) at Dec. 31, 2022	13,165,919
Balance at Dec. 31, 2022	$ 1	577,515	(494,787)	(937)	81,792
Net loss					(78,000)
Balance (in shares) at Jun. 30, 2023	13,350,733
Balance at Jun. 30, 2023	$ 1	584,525	(572,787)	(1,086)	10,653
Balance (in shares) at Mar. 31, 2023	13,219,377
Balance at Mar. 31, 2023	$ 1	583,394	(536,910)	(603)	45,882
Exercise of stock options (in shares)	2,569
Exercise of stock options	$ 0	1	0	0	1
Vesting of RSU awards (in shares)	128,787
Stock-based compensation expense	$ 0	1,130	0	0	1,130
Net loss	0	0	(35,877)	0	(35,877)
Other comprehensive income	$ 0	0	0	(483)	(483)
Balance (in shares) at Jun. 30, 2023	13,350,733
Balance at Jun. 30, 2023	$ 1	584,525	(572,787)	(1,086)	10,653
Balance (in shares) at Dec. 31, 2023	13,524,203
Balance at Dec. 31, 2023	$ 1	593,772	(619,201)	(483)	(25,911)
Vesting of RSU awards (in shares)	363,569
Stock-based compensation expense	$ 0	4,703	0	0	4,703
Net loss	0	0	(20,551)	0	(20,551)
Other comprehensive income	$ 0	0	0	78	78
Balance (in shares) at Mar. 31, 2024	13,887,772
Balance at Mar. 31, 2024	$ 1	598,475	(639,752)	(405)	(41,681)
Balance (in shares) at Dec. 31, 2023	13,524,203
Balance at Dec. 31, 2023	$ 1	593,772	(619,201)	(483)	$ (25,911)
Exercise of stock options (in shares)					(0)
Net loss					$ (40,948)
Balance (in shares) at Jun. 30, 2024	14,074,805
Balance at Jun. 30, 2024	$ 1	600,430	(660,149)	(252)	(59,970)
Balance (in shares) at Mar. 31, 2024	13,887,772
Balance at Mar. 31, 2024	$ 1	598,475	(639,752)	(405)	(41,681)
Vesting of RSU awards (in shares)	187,033
Stock-based compensation expense	$ 0	4,130	0	0	4,130
Net loss	0	0	(20,397)	0	(20,397)
Other comprehensive income	0	0	0	153	153
Vesting of RSU awards	$ 0	(2,175)	0	0	(2,175)
Balance (in shares) at Jun. 30, 2024	14,074,805
Balance at Jun. 30, 2024	$ 1	$ 600,430	$ (660,149)	$ (252)	$ (59,970)

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Amount after tax and reclassification adjustments of other comprehensive income (loss).

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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Note 4 - Investments and Fair Value Measurements - Debt Securities Available-for-Sale (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Debt securities, available-for-sale, unrealized gains

$ 41,978

$ 58,516

Debt securities, available-for-sale, unrealized losses

(253)

(484)

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

One year or less, amortized cost

$ 40,237

One year or less, amortized cost percentage

96.00%

One year or less, fair value

$ 40,002

One year or less, fair value percentage

96.00%

After one year through five years, amortized cost

$ 1,741

After one year through five years, amortized cost percentage

4.00%

After one year through five years, fair value

$ 1,725

After one year through five years, fair value percentage

4.00%

Total, amortized cost

$ 41,978

Total, amortized cost percentage

100.00%

Total, fair value

$ 41,727

Total, fair value percentage

100.00%

Debt securities, available-for-sale, less than 12 months, fair value

$ 1,725

$ 10,763

Debt securities, available-for-sale, less than 12 months, unrealized losses

(16)

(34)

Debt securities, available-for-sale, greater than 12 months, fair value

38,502

47,360

Debt securities, available-for-sale, greater than 12 months, unrealized losses

(237)

(450)

Debt securities, available-for-sale, unrealized losses

40,227

58,123

(253)

(484)

Corporate Debt Securities [Member]

Debt securities, available-for-sale, unrealized gains

^[1]

23,285

26,136

^[1]

Debt securities, available-for-sale, unrealized losses

^[1]

(137)

(203)

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

^[1]

23,150

25,933

Debt securities, available-for-sale, less than 12 months, fair value

1,725

8,810

Debt securities, available-for-sale, less than 12 months, unrealized losses

(16)

(25)

Debt securities, available-for-sale, greater than 12 months, fair value

19,926

17,214

Debt securities, available-for-sale, greater than 12 months, unrealized losses

(121)

(178)

Debt securities, available-for-sale, unrealized losses

21,651

26,024

(137)

(203)

US Treasury Securities [Member]

Debt securities, available-for-sale, unrealized gains

17,177

30,878

Debt securities, available-for-sale, unrealized losses

(107)

(263)

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

17,070

30,615

Debt securities, available-for-sale, less than 12 months, fair value

1,953

Debt securities, available-for-sale, less than 12 months, unrealized losses

(9)

Debt securities, available-for-sale, greater than 12 months, fair value

17,069

28,662

Debt securities, available-for-sale, greater than 12 months, unrealized losses

(107)

(254)

Debt securities, available-for-sale, unrealized losses

17,069

30,615

(107)

(263)

Debt Security, Government, Non-US [Member]

Debt securities, available-for-sale, unrealized gains

1,516

1,502

Debt securities, available-for-sale, unrealized losses

(9)

(18)

Available-for-sale debt securities, at fair value (amortized cost $41,978 at June 30, 2024 and $58,516 at December 31, 2023)

1,507

1,484

Debt securities, available-for-sale, less than 12 months, fair value

Debt securities, available-for-sale, less than 12 months, unrealized losses

Debt securities, available-for-sale, greater than 12 months, fair value

1,507

1,484

Debt securities, available-for-sale, greater than 12 months, unrealized losses

(9)

(18)

Debt securities, available-for-sale, unrealized losses

1,507

1,484

$ (9)

$ (18)

[1]	Includes both U.S. and foreign corporate debt securities.

Note 4 - Investments and Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Investment [Text Block]

4. 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:

	*June 30, 2024*											*December 31, 2023*
	*Amortized*			*Unrealized*		*Unrealized*			*Fair*			*Amortized*			*Unrealized*		*Unrealized*			*Fair*
	*Cost*			*Gains*		*Losses*			*Value*			*Cost*			*Gains*		*Losses*			*Value*
Corporate debt securities⁽¹⁾	$	3,961		$	—	$	(108	)	$	3,853		$	13,786		$	—	$	(400	)	$	13,386
U.S. Treasury securities		3,051			—		(31	)		3,020			4,081			3		(37	)		4,047
Certificates of deposit		438			—		—			438			437			—		—			437
Total		7,450			—		(139	)		7,311			18,304			3		(437	)		17,870
Allowance for credit losses		(5	)		—		—			(5	)		(125	)		—		—			(125	)
Total, net of allowance for credit losses	$	7,445		$	—	$	(139	)	$	7,306		$	18,179		$	3	$	(437	)	$	17,745

(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 $2.3 million and $2.4 million were on deposit with various governmental authorities at June 30, 2024 and December 31, 2023, respectively, as required by law.

The change in net unrealized gains and losses on held-to-maturity debt securities for the six months ended June 30, 2024 and 2023 was $0.3 million and $0.7 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:

	*June 30, 2024*
Maturity			*% of*					*% of*
	*Amortized Cost*		*Total*			*Fair Value*		*Total*
One year or less	$	3,781		51	%	$	3,753		51	%
After one year through five years		3,669		49	%		3,558		49	%
Total	$	7,450		100	%	$	7,311		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.

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:

	*June 30, 2024*									*December 31, 2023*
	*Corporate*			*U.S.*						*Corporate*			*U.S.*
	*debt*			*Treasury*						*debt*			*Treasury*
	*securities*			*securities*			*Total*			*securities*			*securities*			*Total*
Less than 12 months
Fair value	$	—		$	—		$	—		$	—		$	999		$	999
Unrealized losses	$	—		$	—		$	—		$	—		$	(3	)	$	(3	)
Greater than 12 months
Fair value	$	2,914		$	1,709		$	4,623		$	13,386		$	1,736		$	15,122
Unrealized losses	$	(108	)	$	(31	)	$	(139	)	$	(400	)	$	(34	)	$	(434	)
Total
Fair value	$	2,914		$	1,709		$	4,623		$	13,386		$	2,735		$	16,121
Unrealized losses	$	(108	)	$	(31	)	$	(139	)	$	(400	)	$	(37	)	$	(437	)

We believe that any unrealized losses on our held-to-maturity debt securities at June 30, 2024 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 June 30, 2024, credit agency ratings on our U.S. Treasury and corporate debt securities ranged from AAA through Baa3.

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 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, 2024	$	125
Current-period reduction for expected credit losses		(120	)
Ending balance of the allowance for credit losses, June 30, 2024	$	5

*Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities*
Beginning balance, January 1, 2023	$	440
Current-period reduction for expected credit losses		(186	)
Ending balance of the allowance for credit losses, June 30, 2023	$	254

There were neither charges against the allowance nor recoveries of previously written off amounts for the six months ended June 30, 2024 and 2023. The current-period reduction for expected credit losses is due to changes in portfolio composition and the maturity 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:

	*June 30, 2024*									*December 31, 2023*
	*Amortized*		*Unrealized*		*Unrealized*			*Fair*		*Amortized*		*Unrealized*		*Unrealized*			*Fair*
	*Cost*		*Gains*		*Losses*			*Value*		*Cost*		*Gains*		*Losses*			*Value*
Corporate debt securities⁽¹⁾	$	23,285	$	2	$	(137	)	$	23,150	$	26,136	$	—	$	(203	)	$	25,933
U.S. Treasury securities		17,177				(107	)		17,070		30,878		—		(263	)		30,615
Foreign government securities		1,516				(9	)		1,507		1,502		—		(18	)		1,484
Total	$	41,978	$	2	$	(253	)	$	41,727	$	58,516	$	—	$	(484	)	$	58,032

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

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 six months ended June 30, 2024 and 2023 was $0.2 million and $(0.2) million, respectively. Any unrealized holding gains or losses on available-for-sale debt securities as of June 30, 2024 are reported as accumulated other comprehensive gain or loss, which is a separate component of stockholders’ deficit, net of tax, until realized.

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	*June 30, 2024*
			*% of*					*% of*
	*Amortized Cost*		*Total*			*Fair Value*		*Total*
One year or less	$	40,237		96	%	$	40,002		96	%
After one year through five years		1,741		4	%		1,725		4	%
Total	$	41,978		100	%	$	41,727		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.

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:

	*June 30, 2024*												*December 31, 2023*
	*Corporate*			*U.S.*			*Foreign*						*Corporate*			*U.S.*			*Foreign*
	*debt*			*Treasury*			*government*						*debt*			*Treasury*			*government*
	*securities*			*securities*			*securities*			*Total*			*securities*			*securities*			*securities*			*Total*
Less than 12 months
Fair value	$	1,725		$	—		$	—		$	1,725		$	8,810		$	1,953		$	—		$	10,763
Unrealized losses	$	(16	)	$	—		$	—		$	(16	)	$	(25	)	$	(9	)	$	—		$	(34	)
Greater than 12 months
Fair value	$	19,926		$	17,069		$	1,507		$	38,502		$	17,214		$	28,662		$	1,484		$	47,360
Unrealized losses	$	(121	)	$	(107	)	$	(9	)	$	(237	)	$	(178	)	$	(254	)	$	(18	)	$	(450	)
Total
Fair value	$	21,651		$	17,069		$	1,507		$	40,227		$	26,024		$	30,615		$	1,484		$	58,123
Unrealized losses	$	(137	)	$	(107	)	$	(9	)	$	(253	)	$	(203	)	$	(263	)	$	(18	)	$	(484	)

We believe that any unrealized losses on our available-for-sale debt securities at June 30, 2024 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 June 30, 2024, the Company did not have an allowance for credit losses for available-for-sale debt securities.

Mortgage loans

The mortgage loan portfolio as of June 30, 2024 is comprised entirely of single-family residential mortgage loans. During the six months ended June 30, 2024, 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 cost and estimated fair value of mortgage loans are as follows:

	*June 30, 2024*				*December 31, 2023*
			*Estimated Fair*				*Estimated Fair*
	*Cost*		*Value*		*Cost*		*Value*
Mortgage loans	$	45	$	45	$	45	$	45
Total	$	45	$	45	$	45	$	45

Investment income

Investment income from securities consists of the following:

	*Three Months Ended June 30,*					*Six Months Ended June 30,*
	*2024*			*2023*		*2024*		*2023*
Available-for-sale debt securities	$	427		$	536	$	925	$	1,067
Held-to-maturity debt securities		(2	)		525		144		1,282
Mortgage loans		—			1		1		4
Other		254			300		619		432
Total	$	679		$	1,362	$	1,689	$	2,785

Accrued interest receivable

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

	*June 30, 2024*		*December 31, 2023*
Corporate debt securities	$	238	$	423
U.S. Treasury securities		214		262
Foreign government securities		5		5
Certificates of deposit		1		—
Accrued interest receivable on investment securities	$	458	$	690

The Company does not recognize an allowance for credit losses for accrued interest receivable because the Company writes off accrued investment income after three months by reversing interest income.

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.

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*
	*June 30, 2024*								*December 31, 2023*
	*Level 1*		*Level 2*		*Level 3*		*Total*		*Level 1*		*Level 2*		*Level 3*		*Total*
Held-to-maturity:
Corporate debt securities	$	—	$	3,853	$	—	$	3,853	$	—	$	13,386	$	—	$	13,386
U.S. Treasury securities		3,020		—		—		3,020		4,047		—		—		4,047
Certificate of deposits		—		438		—		438		—		437		—		437
Total held-to-maturity debt securities	$	3,020	$	4,291	$	—	$	7,311	$	4,047	$	13,823	$	—	$	17,870

Available-for-sale:
Corporate debt securities	$	—	$	23,150	$	—	$	23,150	$	—	$	25,933	$	—	$	25,933
U.S. Treasury securities		17,070		—		—		17,070		30,615		—		—		30,615
Foreign government securities		—		1,507		—		1,507		—		1,484		—		1,484
Total available-for-sale debt securities	$	17,070	$	24,657	$	—	$	41,727	$	30,615	$	27,417	$	—	$	58,032

Mortgage loans	$	—	$	—	$	45	$	45	$	—	$	—	$	45	$	45

Total	$	20,090	$	28,948	$	45	$	49,083	$	34,662	$	41,240	$	45	$	75,947

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.

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*
	*June 30, 2024*								*December 31, 2023*
	*Level 1*		*Level 2*		*Level 3*		*Total*		*Level 1*		*Level 2*		*Level 3*		*Total*
Public Warrants	$	61	$	—	$	—	$	61	$	17	$	—	$	—	$	17
Private Placement Warrants		—		31		—		31		—		9		—		9
Sponsor Covered Shares		—		—		325		325		—		—		86		86
Total	$	61	$	31	$	325	$	417	$	17	$	9	$	86	$	112

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 symbol DOMAW. 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.

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:

	*June 30,*
	*2024*
Current stock price	$	6.07
Expected volatility		65.0	%
Risk-free interest rate		4.4	%
Expected term (years)		7.1
Expected dividend yield		—	%

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, 2023	$	86
Change in fair value of Sponsor Covered Shares		239
Fair value as of June 30, 2024	$	325

	*Sponsor Covered Shares*
Fair value as of December 31, 2022	$	219
Change in fair value of Sponsor Covered Shares		(123	)
Fair value as of June 30, 2023	$	96

	*Local Sales Deferred Earnout*
Fair value as of December 31, 2023	$	12,497
Accretion of discount		630
Change in assumptions		(1,041	)
Fair value as of June 30, 2024	$	12,086

There were no transfers of assets or liabilities between Level 1 and Level 2 during the six months ended June 30, 2024 and the year ended December 31, 2023. There were no transfers involving Level 3 assets or liabilities during the six months ended June 30, 2024 and the year ended December 31, 2023.

Cash and cash equivalents, restricted cash, trade and other receivables, excluding the Local Sales Deferred Earnout, 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.

Note 11 - Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

Revenues

^[1]

$ 75,408

$ 78,962

$ 138,921

$ 145,732

Trade and other receivables (net of allowance for credit losses of $2,024 at June 30, 2024 and $1,802 at December 31, 2023)

^[2],[3]

62,172

64,770

114,563

119,307

23,364

$ 24,452

Affiliated Entity [Member] | Lennar Corporation [Member]

Revenues

37,981

33,508

72,112

63,486

Trade and other receivables (net of allowance for credit losses of $2,024 at June 30, 2024 and $1,802 at December 31, 2023)

30,667

$ 27,106

58,190

$ 51,201

$ 3,970

$ 7,153

[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 (see Note 11).
[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 (see Note 11).
[3]	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 from continuing operations and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation.

Note 4 - Investments and Fair Value Measurements - Unobservable Input Reconciliation Liabilities (Details) - Sponsor Covered Shares [Member] - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2024
Fair value	$ 219	$ 86
Change in fair value of Sponsor Covered Shares	(123)	239
Fair value	$ 96	$ 325

Note 3 - Business Combinations - Sale of Business (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - USD ($) $ in Thousands		6 Months Ended
	May 19, 2023	Jun. 30, 2024
Pre-tax loss on sale of business		$ 10,948
Cash consideration		13,145
Deferred Earnout receivable		12,484
Total purchase consideration		25,629
Total transaction costs, including legal fees, professional fees and other		4,254
West Coast Local Retail Branch Sale [Member] \| Williston Financial Group LLC (WFG) [Member]
Pre-tax loss on sale of business		10,313
Cash consideration	$ 10,500	10,500
Deferred Earnout receivable		10,928
Total purchase consideration	$ 24,500	21,428
Total transaction costs, including legal fees, professional fees and other		3,487
Q3 Local Sales [Member] \| Hamilton National Title LLC d/b/a Near North Title Group [Member]
Pre-tax loss on sale of business		635
Cash consideration		2,645
Deferred Earnout receivable		1,556
Total purchase consideration		4,201
Total transaction costs, including legal fees, professional fees and other		$ 767

Note 5 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

^[1]

$ 75,408

$ 78,962

$ 138,921

$ 145,732

^[2]

922

798

1,993

1,762

Total other revenues

1,316

1,519

2,799

2,597

Operating Segments [Member] | Underwriting Segment [Member]

77,646

81,279

143,713

150,091

Interest and investment income (2)

^[3]

1,170

1,219

2,579

2,137

Realized gains and losses, net

(114)

Operating Segments [Member] | Underwriting Segment [Member] | Direct Agent Title Insurance Premiums [Member]

Operating Segments [Member] | Underwriting Segment [Member] | Third Party Agent Title Insurance Premiums [Member]

187

8,261

436

15,176

Operating Segments [Member] | Underwriting Segment [Member] | Other Title Fees [Member]

75,221

70,701

138,485

130,556

Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Corporate Segment and Other Operating Segment [Member]

389

595

882

1,160

Interest and investment income (2)

^[2]

690

526

1,726

1,406

^[3]

142

437

214

958

Realized gains and losses, net

118

(144)

120

(503)

Total other revenues

260

293

334

455

Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Corporate Segment and Other Operating Segment [Member] | Escrow Fees [Member]

950

819

2,060

1,861

Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | Corporate Segment and Other Operating Segment [Member] | Other Title Fees [Member]

194

213

365

551

Consolidation, Eliminations [Member]

496

313

1,361

855

^[2]

(157)

(323)

(615)

(804)

Total other revenues

Consolidation, Eliminations [Member] | Other Title Fees [Member]

(157)

(323)

(615)

(804)

^[4]

$ (157)

$ (323)

$ (615)

$ (804)

[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 (see Note 11).
[2]	Includes fee income from closings, escrow, title exams, ceding commission income, as well as premiums retained by Direct Agents.
[3]	Interest and investment income consists primarily of interest payments received on held-to-maturity debt securities, available-for-sale debt securities and mortgage loans.
[4]	Premiums retained by Direct Agents are recognized as income to the Corporate and Other segment, and expense to the Underwriting segment. Upon consolidation, the impact of these internal segment transactions from continuing operations is eliminated. See Note 7. Segment information for additional breakdown.

Note 6 - Liability for Loss and Loss Adjustment Expenses

6 Months Ended

Jun. 30, 2024

Liability for Future Policy Benefits and Unpaid Claims Disclosure [Text Block]

6. Liability for loss and loss adjustment expenses

A summary of the changes in the liability for loss and loss adjustment expenses for the six months ending June 30, 2024 and 2023 is as follows:

	*June 30, 2024*
	*2024*			*2023*
Balance at the beginning of the year	$	81,894		$	81,873

Provision for claims related to:
Current year	$	6,471		$	7,483
Prior years		(4,558	)		1,134
Total provision for claims	$	1,913		$	8,617

Paid losses related to:
Current year	$	(742	)	$	(178	)
Prior years		(8,248	)		(6,921	)
Total paid losses	$	(8,990	)	$	(7,099	)

Balance at the end of the period	$	74,817		$	83,391

Provision for claims as a percentage of net written premiums		1.4	%		5.9	%

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 six months ended June 30, 2024, the prior year’s provision for claims release of $4.6 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 2022, 2021 and 2020. For the six months ended June 30, 2023, the prior year’s provision for claims increase of $1.1 million is due to reported loss emergence which was higher than expected, primarily from the 2016 and 2022 policy years. This was the result of a small number of more severe claims reported in 2023, most of which related to underwriting related activities. 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 six months ended June 30, 2024, the Company’s actual claims experience reflects a lower loss ratio than industry benchmarks from a current positive underwriting cycle and resulted in the favorable development.

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2024	Aug. 09, 2024
Document Information [Line Items]
Entity Central Index Key	0001722438
Entity Registrant Name	Doma Holdings, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39754
Entity Incorporation, State or Country Code	DE
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
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		14,185,669
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, 25 whole warrants exercisable for one share of common stock at an exercise price of $287.50 per share
Trading Symbol	DOMAW
Common Stock [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

Note 2 - Summary of Significant Accounting Policies - Trade and Other Receivables (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Trade receivables	$ 6,188	$ 9,170
Accrued net premiums written from Third-Party Agent referrals	2,376	2,418
Trade receivables, gross	8,564	11,588
Allowance for credit losses	(2,024)	(1,802)
Trade receivables, net	6,540	9,786
Local Sales Deferred Earnout receivable	12,086	12,497
Investment trade receivables	3,510	0
Miscellaneous other receivables	1,228	2,169
Other receivables	16,824	14,666
Trade and other receivables, net	$ 23,364	$ 24,452

Note 4 - Investments and Fair Value Measurements - Held-to-Maturity Debt Securities (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Jun. 30, 2023

Dec. 31, 2022

Debt securities, held-to-maturity, unrealized gains

$ 7,450

$ 18,304

Debt securities, held-to-maturity, unrealized losses

(139)

(437)

Debt securities, held-to-maturity, before allowance, fair value

7,311

17,870

Allowance for credit losses, amortized cost

(5)

(125)

$ (254)

$ (440)

Allowance for credit losses, fair value

(5)

(125)

$ (254)

$ (440)

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

Debt securities, held-to-maturity, net of allowance for credit losses, fair value

7,306

17,745

One year or less, held-to-maturity, amortized cost

$ 3,781

One year or less, held-to-maturity, amortized cost percentage

51.00%

One year or less, held-to-maturity, fair value

$ 3,753

One year or less, held-to-maturity, fair value percentage

51.00%

After one year through five years, held-to-maturity, amortized cost

$ 3,669

After one year through five years, held-to-maturity, amortized cost percentage

49.00%

After one year through five years, held-to-maturity, fair value

$ 3,558

After one year through five years, held-to-maturity, fair value percentage

49.00%

Total, held-to-maturity, before allowance, amortized cost

$ 7,450

18,304

Total, held-to-maturity, amortized cost percentage

100.00%

Total, held-to-maturity, before allowance, fair value

$ 7,311

17,870

Total, held-to-maturity, fair value percentage

100.00%

Debt securities, held-to-maturity, fair value, less than 12 months

$ 0

Debt securities, held-to-maturity, unrealized losses, less than 12 months

Debt securities, held-to-maturity, fair value, greater than 12 months

4,623

Debt securities, held-to-maturity, unrealized losses, greater than 12 months

(139)

Debt securities, held-to-maturity, unrealized losses

4,623

(139)

Estimate of Fair Value Measurement [Member]

Allowance for credit losses, amortized cost

(5)

(125)

Allowance for credit losses, fair value

(5)

(125)

Corporate Debt Securities [Member]

Debt securities, held-to-maturity, unrealized gains

^[1]

3,961

13,786

^[1]

Debt securities, held-to-maturity, unrealized losses

^[1]

(108)

(400)

Debt securities, held-to-maturity, before allowance, fair value

^[1]

3,853

13,386

Total, held-to-maturity, before allowance, amortized cost

^[1]

3,961

13,786

Total, held-to-maturity, before allowance, fair value

^[1]

3,853

13,386

Debt securities, held-to-maturity, fair value, less than 12 months

Debt securities, held-to-maturity, unrealized losses, less than 12 months

Debt securities, held-to-maturity, fair value, greater than 12 months

2,914

13,386

Debt securities, held-to-maturity, unrealized losses, greater than 12 months

(108)

(400)

Debt securities, held-to-maturity, unrealized losses

2,914

13,386

(108)

(400)

US Treasury Securities [Member]

Debt securities, held-to-maturity, unrealized gains

3,051

4,081

Debt securities, held-to-maturity, unrealized losses

(31)

(37)

Debt securities, held-to-maturity, before allowance, fair value

3,020

4,047

Total, held-to-maturity, before allowance, amortized cost

3,051

4,081

Total, held-to-maturity, before allowance, fair value

3,020

4,047

Debt securities, held-to-maturity, fair value, less than 12 months

999

Debt securities, held-to-maturity, unrealized losses, less than 12 months

(3)

Debt securities, held-to-maturity, fair value, greater than 12 months

1,709

1,736

Debt securities, held-to-maturity, unrealized losses, greater than 12 months

(31)

(34)

Debt securities, held-to-maturity, unrealized losses

1,709

2,735

(31)

(37)

Certificates of Deposit [Member]

Debt securities, held-to-maturity, unrealized gains

438

437

Debt securities, held-to-maturity, unrealized losses

Debt securities, held-to-maturity, before allowance, fair value

438

437

Total, held-to-maturity, before allowance, amortized cost

438

437

Total, held-to-maturity, before allowance, fair value

$ 438

437

Debt Security, Government, Non-US [Member]

Debt securities, held-to-maturity, fair value, less than 12 months

999

Debt securities, held-to-maturity, unrealized losses, less than 12 months

(3)

Debt securities, held-to-maturity, fair value, greater than 12 months

15,122

Debt securities, held-to-maturity, unrealized losses, greater than 12 months

(434)

Debt securities, held-to-maturity, unrealized losses

16,121

$ (437)

[1]	Includes both U.S. and foreign corporate debt securities.

Note 9 - Stock Compensation Expense (Details Textual) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended		3 Months Ended		6 Months Ended
	Aug. 03, 2023	May 31, 2023	Jun. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement, Reversal of Expense		$ 2.2
Share-Based Payment Arrangement, Expense				$ 3.8	$ 2.8	$ 8.5	$ 7.8
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount				0.8		$ 0.8
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)						10 years
Share-Based Payment Arrangement, Option [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Month)						7 months
Share-Based Payment Arrangement, Option [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Month)						60 months
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)	1,000,000
Restricted Stock Units (RSUs) [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	50.00%					25.00%
Market-Based Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Month)						4 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)						0
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount				0.2		$ 0.2
Market-Based Awards [Member] \| Omnibus Incentive Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Month)			4 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)			97,413
Market-Based Awards [Member] \| Share-Based Payment Arrangement, Tranche One [Member] \| Omnibus Incentive Plan 2021 [Member]
Share-Based Compensation Arrangement By Share-Based Payment Award, Weighted Average Price Threshold (in dollars per share)			$ 125
Market-Based Awards [Member] \| Share-Based Payment Arrangement, Tranche Two [Member] \| Omnibus Incentive Plan 2021 [Member]
Share-Based Compensation Arrangement By Share-Based Payment Award, Weighted Average Price Threshold (in dollars per share)			187.5
Market-Based Awards [Member] \| Share-Based Payment Arrangement, Tranche Three [Member] \| Omnibus Incentive Plan 2021 [Member]
Share-Based Compensation Arrangement By Share-Based Payment Award, Weighted Average Price Threshold (in dollars per share)			$ 250
Restricted and Performance Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)						11,780
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount				$ 17.3		$ 17.3

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

^[1]

$ 75,408

$ 78,962

$ 138,921

$ 145,732

^[2],[3]

$ 62,172

$ 64,770

$ 114,563

$ 119,307

[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 (see Note 11).
[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 (see Note 11).
[3]	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 from continuing operations and the expense for reinsurance or co-insurance procured on Direct Agent sourced premiums are eliminated in consolidation.

Note 7 - Segment Information (Details Textual) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Number of Reportable Segments			2		2
Goodwill	$ 23,413		$ 23,413		$ 23,413
Goodwill, Translation and Measurement Period Adjustments	0	$ 0	0	$ 0
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member]
Goodwill, Impaired, Accumulated Impairment Loss	65,200		65,200
Underwriting Segment [Member]
Goodwill	$ 23,400		$ 23,400		$ 23,400
Underwriting Segment [Member] \| Minimum [Member]
Percentage Of Premiums Retained By Agents			82.00%
Underwriting Segment [Member] \| Maximum [Member]
Percentage Of Premiums Retained By Agents			84.00%

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
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-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Note 18 - Discontinued Operations

6 Months Ended

Jun. 30, 2024

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

18. Discontinued Operations

In the second and third quarters of 2023, the Company sold its assets used in or related to the Company’s Local Component. In conjunction with the sale of the Local Component, on June 9, 2023, the Company sold a title plant in Texas for a total sale price of $7.6 million. Costs to sell the title plant were $0.7 million. The sale of the title plant resulted in a realized gain of $3.8 million recorded in the loss from discontinued operations, net of taxes line on the condensed consolidated statement of operations. With the execution of these agreements, the Company no longer has operations related to our previous Local retail branch footprint. With the final execution of these agreements during the third quarter of 2023, the Company determined that this represented a strategic shift that had a major effect on the Company’s operations and financial results, which triggered discontinued operations presentation, in accordance with ASC 205-20-45, for the Company's Local Component within its previous Distribution segment. Refer to Note 3 for additional details on the divestiture transactions.

The assets and liabilities associated with discontinued operations, including assets and liabilities sold in the Local Sales, assets separately disposed and remaining Local Component assets and liabilities, have been presented separately in our condensed consolidated balance sheets. The major assets and liability categories were as follows as of the dates indicated:

(In thousands, except share information)	*June 30, 2024*		*December 31, 2023*
Assets
Trade and other receivables (net of allowance for credit losses of $110 at June 30, 2024 and $110 at December 31, 2023)	$	—	$	62
Prepaid expenses, deposits and other assets		107		242
Lease right-of-use assets		1,786		2,108
Fixed assets (net of accumulated depreciation of $0 at June 30, 2024 and $2,028 at December 31, 2023)		—		151
Assets held for disposal	$	1,893	$	2,563

Liabilities
Accounts payable	$	124	$	306
Accrued expenses and other liabilities		133		238
Lease liabilities		4,960		6,107
Liability for loss and loss adjustment expenses		329		132
Liabilities held for disposal	$	5,546	$	6,783

Summary operating results of discontinued operations were as follows for the periods indicated:

	*Three Months Ended June 30, 2024*
	*Local Component*			Eliminations ⁽¹⁾			*Total*
Revenues:
Escrow, other title-related fees and other	$	195		$	(1	)	$	194
Investment, dividend and other income	$	—			—			—
Total revenues	$	195		$	(1	)	$	194

Operating expenses excluding impairments	$	1,584		$	(1	)	$	1,583
Goodwill impairment	$	—			—			—
Long-lived asset impairment	$	—			—			—
Total operating expenses	$	1,584		$	(1	)	$	1,583

Loss from discontinued operations	$	(1,389	)	$	—		$	(1,389	)

Other (expense) income:
Interest expense	$	—		$	—		$	—
Gain (loss) on sales of discontinued operations	$	—			—			—
Loss from discontinued operations before income taxes	$	(1,389	)	$	—		$	(1,389	)

Income tax expense	$	—			—			—
Net loss from discontinued operations	$	(1,389	)	$	—		$	(1,389	)

	*Six Months Ended June 30, 2024*
	*Local Component*			*Eliminations (1)*			*Total*
Revenues:
Escrow, other title-related fees and other	$	535		$	(22	)	$	513
Investment, dividend and other income		(3	)		—			(3	)
Total revenues	$	532		$	(22	)	$	510

Operating expenses excluding impairments	$	2,998		$	(22	)	$	2,976
Goodwill impairment		—			—			—
Long-lived asset impairment		—			—			—
Total operating expenses	$	2,998		$	(22	)	$	2,976

Loss from discontinued operations	$	(2,466	)	$	—		$	(2,466	)

Other (expense) income:
Interest expense	$	—		$	—		$	—
Gain (loss) on sales of discontinued operations		—			—			—
Loss from discontinued operations before income taxes	$	(2,466	)	$	—		$	(2,466	)

Income tax expense		—			—			—
Net loss from discontinued operations	$	(2,466	)	$	—		$	(2,466	)

	*Three Months Ended June 30, 2023*
	*Local Component*			Eliminations ⁽¹⁾			*Total*
Revenues:
Escrow, other title-related fees and other	$	14,100		$	(6,606	)	$	7,494
Investment, dividend and other income		80			—			80
Total revenues	$	14,180		$	(6,606	)	$	7,574

Operating expenses excluding impairments	$	16,238		$	(6,606	)	$	9,632
Goodwill impairment		—			—			—
Long-lived asset impairment		849			—			849
Total operating expenses	$	17,087		$	(6,606	)	$	10,481

Loss from discontinued operations	$	(2,907	)	$	—		$	(2,907	)

Other (expense) income:
Interest expense	$	(922	)	$	—		$	(922	)
Gain (loss) on sales of discontinued operations		(7,766	)		—			(7,766	)
Loss from discontinued operations before income taxes	$	(11,595	)	$	—		$	(11,595	)

Income tax expense		(29	)		—			(29	)
Net loss from discontinued operations	$	(11,624	)	$	—		$	(11,624	)

	*Six Months Ended June 30, 2023*
	*Local Component*			*Eliminations (1)*			*Total*
Revenues:
Escrow, other title-related fees and other	$	25,087		$	(11,960	)	$	13,127
Investment, dividend and other income		2			—			2
Total revenues	$	25,089		$	(11,960	)	$	13,129

Operating expenses excluding impairments	$	36,808		$	(11,960	)	$	24,848
Goodwill impairment		—			—			—
Long-lived asset impairment		1,030			—			1,030
Total operating expenses	$	37,838		$	(11,960	)	$	25,878

Loss from discontinued operations	$	(12,749	)	$	—		$	(12,749	)

Other (expense) income:
Interest expense	$	(1,940	)	$	—		$	(1,940	)
Gain (loss) on sales of discontinued operations		(7,766	)		—			(7,766	)
Loss from discontinued operations before income taxes	$	(22,455	)	$	—		$	(22,455	)

Income tax expense		(59	)		—			(59	)
Net loss from discontinued operations	$	(22,514	)	$	—		$	(22,514	)

(1) Prior to the Local Sales, the Company’s consolidated statements of operations included premiums retained by Local Component Direct Agents as revenue for the Local Component and a corresponding deduction from the net premiums written for the Underwriting segment, which were presented in the Company’s segment reporting disclosures. As such, these transactions are eliminated for purposes of this disclosure as they will not continue in periods subsequent to the Local Sales.

The depreciation and amortization, sale proceeds and significant noncash operating items associated with the discontinued operations were as follows:

	*Six Months Ended June 30,*
	*2024*		*2023*
Non-cash discontinued operating activities:
Impairment charges	$	—	$	1,030
Depreciation and amortization		13		375

Cash flows from discontinued investing activities:
Proceeds from sales of discontinued operations, net of cash disposed and working capital adjustments, and dividends from title plants		—		7,241

There were no capital expenditures associated with the discontinued operations for the three and six months ended June 30, 2024 or 2023.

Note 11 - Related Party Transactions

6 Months Ended

Jun. 30, 2024

11. Related party transactions

Equity held by Lennar

In connection with the North American Title Acquisition, subsidiaries of Lennar were granted equity in the Company. As of June 30, 2024, Lennar, through its subsidiaries, held 23.4% 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 agents from these transactions, which are included within our Underwriting segment:

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2024*		*2023*		*2024*		*2023*
Revenues	$	37,981	$	33,508	$	72,112	$	63,486
Premiums retained by agents		30,667		27,106		58,190		51,201

		*June 30, 2024*				*December 31, 2023*
Net receivables		$	3,970			$	7,153

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

On April 27, 2023, the Company entered into a sublease agreement with Lennar. The sublease with Lennar commenced on September 1, 2023 and ends on September 30, 2026. The total sublease income over the term of the agreement is expected to be $0.2 million.

Concurrently with the execution of the Merger Agreement, the Lennar Stockholders, the Company and Parent entered into the Voting and Support Agreement. Refer to Note 3 for additional details.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Note 2 - Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Trade and Other Receivables [Table Text Block]

	*June 30,*			*December 31,*
	*2024*			*2023*
Trade receivables	$	6,188		$	9,170
Accrued net premiums written from Third-Party Agent referrals		2,376			2,418
Trade receivables, gross	$	8,564		$	11,588
Allowance for credit losses		(2,024	)		(1,802	)
Trade receivables, net	$	6,540		$	9,786
Local Sales Deferred Earnout receivable		12,086			12,497
Investment trade receivables		3,510			—
Miscellaneous other receivables		1,228			2,169
Other receivables	$	16,824		$	14,666
Trade and other receivables, net	$	23,364		$	24,452

Effects of Reinsurance [Table Text Block]

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2024*			*2023*			*2024*			*2023*
Gross premiums earned		75,564			79,038			139,193			145,953
Ceded premiums		(156	)		(76	)		(272	)		(221	)
Net premiums earned		75,408			78,962			138,921			145,732
Percentage of amount net to gross		99.8	%		99.9	%		99.8	%		99.8	%

Note 18 - Discontinued Operations - Components of Discontinued Operations, Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Total assets	$ 1,893	$ 2,563
Total liabilities	5,546	6,783
Local Component [Member] \| Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member]
Trade and other receivables (net of allowance for credit losses of $110 at June 30, 2024 and $110 at December 31, 2023)	0	62
Prepaid expenses, deposits and other assets	107	242
Lease right-of-use assets	1,786	2,108
Fixed assets (net of accumulated depreciation of $0 at June 30, 2024 and $2,028 at December 31, 2023)	0	151
Total assets	1,893	2,563
Accounts payable	124	306
Accrued expenses and other liabilities, discontinued operations	133	238
Lease liabilities	4,960	6,107
Liability for loss and loss adjustment expenses	329	132
Total liabilities	$ 5,546	$ 6,783

Note 8 - Debt (Details Textual) - USD ($)				3 Months Ended	6 Months Ended
Note 8 - Debt (Details Textual) - USD ($)	Mar. 28, 2024	May 19, 2023	Dec. 31, 2020	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Sep. 03, 2021
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)							693,333
Payments of Debt Issuance Costs					$ 218,000	$ (0)
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Secured Overnight Financing Rate (SOFR) [Member]
Topco Commitment Letter [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 35,000,000
Debt Instrument, Interest Rate Floor	1.00%
Debt Instrument, Basis Spread on Variable Rate	9.00%
Line of Credit Facility, Commitment Fee Percentage	5.00%
Debt Instrument, Upfront Fee	3.00%
Debt Instrument, Upfront Fee, Reduction	2.00%
Debt Instrument, Fee Amount				$ 1,400,000	1,400,000
Payments of Debt Issuance Costs				200,000
Penny Warrants [Member]
Class of Warrant Or Right, Percentage Of Fully Diluted Shares Called by Each Warrant or Right			1.35%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			200,000
Senior First Lien Note [Member] \| Senior Notes [Member]
Debt Instrument, Face Amount			$ 150,000,000
Debt Instrument, Term (Year)			5 years
Debt Instrument, Interest Rate, Stated Percentage			11.25%
Debt Instrument, Interest Rate, Stated Percentage, Current Cash Basis			5.00%
Debt Instrument, Debt Default, Interest Rate			15.00%
Debt Instrument, Covenant, Minimum Liquidity			$ 20,000,000
Debt Instrument, Covenant, Minimum Consolidated Revenue			130,000,000
Debt Instrument, Covenant, Prepayment, Minimum Proceeds From Dispositions		$ 750,000
Debt Instrument, Covenant, Prepayment, Percentage of Excess Net Cash Proceeds		100.00%
Hudson Financing Arrangements [Member]
Debt Instrument, Interest Rate, Stated Percentage	16.25%
Debt Instrument, Interest Rate, Stated Percentage, Current Cash Basis	10.00%
Debt Instrument, Covenant, Minimum Consolidated Revenue	$ 50,000,000		$ 130,000,000
Debt Instrument, Covenant, Prepayment, Minimum Proceeds From Dispositions	7,500,000
Debt Instrument, Covenant, Maximum Contingent Payments	16,000,000
Debt Instrument, Amendment Fee	1,000,000
Debt Instrument, Fair Value Disclosure				$ 142,000,000	$ 142,000,000
Senior Term Facility [Member] \| Topco Commitment Letter [Member]
Line of Credit Facility, Maximum Borrowing Capacity	22,500,000
Senior Term Facility Tranche One [Member] \| Topco Commitment Letter [Member]
Line of Credit Facility, Maximum Borrowing Capacity	12,500,000
Senior Term Facility Tranche One [Member] \| Topco Commitment Letter [Member] \| Minimum [Member]
Line of Credit Facility, Maximum Borrowing Capacity	5,000,000
Senior Term Facility Tranche Two [Member] \| Topco Commitment Letter [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 10,000,000

Note 19 - Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Text Block]

19. Subsequent Events

In 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.

Note 18 - Discontinued Operations - Components of Discontinued Operations, Revenues and Expenses (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member]

$ (1,389)

$ (11,624)

$ (2,466)

$ (22,514)

194

7,494

513

13,127

(3)

Operating expenses excluding impairments

194

7,574

510

13,129

1,583

9,632

2,976

24,848

Goodwill impairment

849

1,030

Loss from discontinued operations

1,583

10,481

2,976

25,878

(1,389)

(2,907)

(2,466)

(12,749)

Gain (loss) on sales of discontinued operations

(922)

(1,940)

(7,766)

Loss from discontinued operations before income taxes

(1,389)

(11,595)

(2,466)

(22,455)

Income tax expense

(29)

(59)

Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | Intersegment Eliminations [Member]

(1,389)

(11,624)

(2,466)

(22,514)

^[1]

(1)

(6,606)

(22)

(11,960)

^[1]

Operating expenses excluding impairments

^[1]

(1)

(6,606)

(22)

(11,960)

^[1]

(1)

(6,606)

(22)

(11,960)

Goodwill impairment

^[1]

^[1]

Loss from discontinued operations

^[1]

(1)

(6,606)

(22)

(11,960)

^[1]

Gain (loss) on sales of discontinued operations

^[1]

^[1]

Loss from discontinued operations before income taxes

^[1]

Income tax expense

^[1]

Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | Local Component [Member]

^[1]

195

14,100

535

25,087

(3)

Operating expenses excluding impairments

195

14,180

532

25,089

1,584

16,238

2,998

36,808

Goodwill impairment

849

1,030

Loss from discontinued operations

1,584

17,087

2,998

37,838

(1,389)

(2,907)

(2,466)

(12,749)

Gain (loss) on sales of discontinued operations

(7,766)

Loss from discontinued operations before income taxes

(1,389)

(11,595)

(2,466)

(22,455)

Income tax expense

(29)

(59)

Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | Local Component [Member] | Discontinued Operations [Member]

(1,389)

(11,624)

(2,466)

(22,514)

$ 0

$ (922)

$ 0

$ (1,940)

[1]

Prior to the Local Sales, the Company’s consolidated statements of operations included premiums retained by Local Component Direct Agents as revenue for the Local Component and a corresponding deduction from the net premiums written for the Underwriting segment, which were presented in the Company’s segment reporting disclosures. As such, these transactions are eliminated for purposes of this disclosure as they will not continue in periods subsequent to the Local Sales.

Note 10 - Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2024*			*2023*			*2024*			*2023*
Numerator
Net loss from continuing operations	$	(19,008	)	$	(24,253	)	$	(38,482	)	$	(55,486	)

Denominator
Weighted-average common shares – basic and diluted		13,992,669			13,324,215			13,864,422			13,259,894


Net loss from continuing operations per share - basic and diluted	$	(1.36	)	$	(1.82	)	$	(2.78	)	$	(4.18	)
Net loss from discontinued operations per share - basic and diluted	$	(0.10	)	$	(0.87	)	$	(0.18	)	$	(1.70	)
Net loss per share attributable to stockholders - basic and diluted	$	(1.46	)	$	(2.69	)	$	(2.95	)	$	(5.88	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	*As of June 30,*
	*2024*		*2023*
Outstanding stock options		389,387		486,540
Warrants for common and preferred stock		693,333		693,333
RSA’s, RSU’s and PRSU’s		981,509		1,322,446
Market-based awards		97,413		97,413
Sponsor Covered Shares and Seller Earnout Shares		686,190		702,787
Total antidilutive securities		2,847,832		3,302,519

Note 18 - Discontinued Operations - Components of Cash Flow (Details) - Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Impairment charges	$ 0	$ 1,030
Depreciation and amortization of discontinued operations	13	375
Cash consideration	$ 0	$ 7,241

Note 13 - Accrued Expenses and Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	*June 30,*		*December 31,*
	*2024*		*2023*
Employee benefits and compensation	$	2,887	$	3,431
Contract terminations		2,451		3,460
Merger transaction costs		1,516		—
Premium taxes		1,765		2,700
Other		3,143		3,109
Total accrued expenses and other liabilities	$	11,762	$	12,700

Note 4 - Investments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Debt Securities, Held-to-Maturity [Table Text Block]

	*June 30, 2024*											*December 31, 2023*
	*Amortized*			*Unrealized*		*Unrealized*			*Fair*			*Amortized*			*Unrealized*		*Unrealized*			*Fair*
	*Cost*			*Gains*		*Losses*			*Value*			*Cost*			*Gains*		*Losses*			*Value*
Corporate debt securities⁽¹⁾	$	3,961		$	—	$	(108	)	$	3,853		$	13,786		$	—	$	(400	)	$	13,386
U.S. Treasury securities		3,051			—		(31	)		3,020			4,081			3		(37	)		4,047
Certificates of deposit		438			—		—			438			437			—		—			437
Total		7,450			—		(139	)		7,311			18,304			3		(437	)		17,870
Allowance for credit losses		(5	)		—		—			(5	)		(125	)		—		—			(125	)
Total, net of allowance for credit losses	$	7,445		$	—	$	(139	)	$	7,306		$	18,179		$	3	$	(437	)	$	17,745

	*June 30, 2024*
Maturity			*% of*					*% of*
	*Amortized Cost*		*Total*			*Fair Value*		*Total*
One year or less	$	3,781		51	%	$	3,753		51	%
After one year through five years		3,669		49	%		3,558		49	%
Total	$	7,450		100	%	$	7,311		100	%

	*June 30, 2024*									*December 31, 2023*
	*Corporate*			*U.S.*						*Corporate*			*U.S.*
	*debt*			*Treasury*						*debt*			*Treasury*
	*securities*			*securities*			*Total*			*securities*			*securities*			*Total*
Less than 12 months
Fair value	$	—		$	—		$	—		$	—		$	999		$	999
Unrealized losses	$	—		$	—		$	—		$	—		$	(3	)	$	(3	)
Greater than 12 months
Fair value	$	2,914		$	1,709		$	4,623		$	13,386		$	1,736		$	15,122
Unrealized losses	$	(108	)	$	(31	)	$	(139	)	$	(400	)	$	(34	)	$	(434	)
Total
Fair value	$	2,914		$	1,709		$	4,623		$	13,386		$	2,735		$	16,121
Unrealized losses	$	(108	)	$	(31	)	$	(139	)	$	(400	)	$	(37	)	$	(437	)

Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Table Text Block]

*Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities*
Beginning balance, January 1, 2024	$	125
Current-period reduction for expected credit losses		(120	)
Ending balance of the allowance for credit losses, June 30, 2024	$	5

*Rollforward of Credit Loss Allowance for Held-to-Maturity Debt Securities*
Beginning balance, January 1, 2023	$	440
Current-period reduction for expected credit losses		(186	)
Ending balance of the allowance for credit losses, June 30, 2023	$	254

Debt Securities, Available-for-Sale [Table Text Block]

	*June 30, 2024*									*December 31, 2023*
	*Amortized*		*Unrealized*		*Unrealized*			*Fair*		*Amortized*		*Unrealized*		*Unrealized*			*Fair*
	*Cost*		*Gains*		*Losses*			*Value*		*Cost*		*Gains*		*Losses*			*Value*
Corporate debt securities⁽¹⁾	$	23,285	$	2	$	(137	)	$	23,150	$	26,136	$	—	$	(203	)	$	25,933
U.S. Treasury securities		17,177				(107	)		17,070		30,878		—		(263	)		30,615
Foreign government securities		1,516				(9	)		1,507		1,502		—		(18	)		1,484
Total	$	41,978	$	2	$	(253	)	$	41,727	$	58,516	$	—	$	(484	)	$	58,032

Maturity	*June 30, 2024*
			*% of*					*% of*
	*Amortized Cost*		*Total*			*Fair Value*		*Total*
One year or less	$	40,237		96	%	$	40,002		96	%
After one year through five years		1,741		4	%		1,725		4	%
Total	$	41,978		100	%	$	41,727		100	%

	*June 30, 2024*												*December 31, 2023*
	*Corporate*			*U.S.*			*Foreign*						*Corporate*			*U.S.*			*Foreign*
	*debt*			*Treasury*			*government*						*debt*			*Treasury*			*government*
	*securities*			*securities*			*securities*			*Total*			*securities*			*securities*			*securities*			*Total*
Less than 12 months
Fair value	$	1,725		$	—		$	—		$	1,725		$	8,810		$	1,953		$	—		$	10,763
Unrealized losses	$	(16	)	$	—		$	—		$	(16	)	$	(25	)	$	(9	)	$	—		$	(34	)
Greater than 12 months
Fair value	$	19,926		$	17,069		$	1,507		$	38,502		$	17,214		$	28,662		$	1,484		$	47,360
Unrealized losses	$	(121	)	$	(107	)	$	(9	)	$	(237	)	$	(178	)	$	(254	)	$	(18	)	$	(450	)
Total
Fair value	$	21,651		$	17,069		$	1,507		$	40,227		$	26,024		$	30,615		$	1,484		$	58,123
Unrealized losses	$	(137	)	$	(107	)	$	(9	)	$	(253	)	$	(203	)	$	(263	)	$	(18	)	$	(484	)

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	*June 30, 2024*				*December 31, 2023*
			*Estimated Fair*				*Estimated Fair*
	*Cost*		*Value*		*Cost*		*Value*
Mortgage loans	$	45	$	45	$	45	$	45
Total	$	45	$	45	$	45	$	45

Investment Income [Table Text Block]

	*Three Months Ended June 30,*					*Six Months Ended June 30,*
	*2024*			*2023*		*2024*		*2023*
Available-for-sale debt securities	$	427		$	536	$	925	$	1,067
Held-to-maturity debt securities		(2	)		525		144		1,282
Mortgage loans		—			1		1		4
Other		254			300		619		432
Total	$	679		$	1,362	$	1,689	$	2,785

Interest and Other Income [Table Text Block]

	*June 30, 2024*		*December 31, 2023*
Corporate debt securities	$	238	$	423
U.S. Treasury securities		214		262
Foreign government securities		5		5
Certificates of deposit		1		—
Accrued interest receivable on investment securities	$	458	$	690

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	*Assets*
	*June 30, 2024*								*December 31, 2023*
	*Level 1*		*Level 2*		*Level 3*		*Total*		*Level 1*		*Level 2*		*Level 3*		*Total*
Held-to-maturity:
Corporate debt securities	$	—	$	3,853	$	—	$	3,853	$	—	$	13,386	$	—	$	13,386
U.S. Treasury securities		3,020		—		—		3,020		4,047		—		—		4,047
Certificate of deposits		—		438		—		438		—		437		—		437
Total held-to-maturity debt securities	$	3,020	$	4,291	$	—	$	7,311	$	4,047	$	13,823	$	—	$	17,870

Available-for-sale:
Corporate debt securities	$	—	$	23,150	$	—	$	23,150	$	—	$	25,933	$	—	$	25,933
U.S. Treasury securities		17,070		—		—		17,070		30,615		—		—		30,615
Foreign government securities		—		1,507		—		1,507		—		1,484		—		1,484
Total available-for-sale debt securities	$	17,070	$	24,657	$	—	$	41,727	$	30,615	$	27,417	$	—	$	58,032

Mortgage loans	$	—	$	—	$	45	$	45	$	—	$	—	$	45	$	45

Total	$	20,090	$	28,948	$	45	$	49,083	$	34,662	$	41,240	$	45	$	75,947

	*Liabilities*
	*June 30, 2024*								*December 31, 2023*
	*Level 1*		*Level 2*		*Level 3*		*Total*		*Level 1*		*Level 2*		*Level 3*		*Total*
Public Warrants	$	61	$	—	$	—	$	61	$	17	$	—	$	—	$	17
Private Placement Warrants		—		31		—		31		—		9		—		9
Sponsor Covered Shares		—		—		325		325		—		—		86		86
Total	$	61	$	31	$	325	$	417	$	17	$	9	$	86	$	112

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

	*June 30,*
	*2024*
Current stock price	$	6.07
Expected volatility		65.0	%
Risk-free interest rate		4.4	%
Expected term (years)		7.1
Expected dividend yield		—	%

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	*Sponsor Covered Shares*
Fair value as of December 31, 2023	$	86
Change in fair value of Sponsor Covered Shares		239
Fair value as of June 30, 2024	$	325

	*Sponsor Covered Shares*
Fair value as of December 31, 2022	$	219
Change in fair value of Sponsor Covered Shares		(123	)
Fair value as of June 30, 2023	$	96

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	*Local Sales Deferred Earnout*
Fair value as of December 31, 2023	$	12,497
Accretion of discount		630
Change in assumptions		(1,041	)
Fair value as of June 30, 2024	$	12,086

Note 9 - Stock Compensation Expense - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Outstanding options (in shares)	402,028
Outstanding options, weighted average exercise price (in dollars per share)	$ 14.08
Outstanding options, weighted average remaining contractual life (Year)	5 years 3 months 14 days	5 years 7 months 13 days
Outstanding options, aggregate intrinsic value	$ 75	$ 54
Granted options (in shares)	0
Granted options, weighted average exercise price (in dollars per share)	$ 0
Exercised options (in shares)	0
Exercised options, weighted average exercise price (in dollars per share)	$ 0
Cancelled or forfeited options (in shares)	(12,641)
Cancelled or forfeited options, weighted average exercise price (in dollars per share)	$ 17.67
Outstanding options (in shares)	389,387	402,028
Outstanding options, weighted average exercise price (in dollars per share)	$ 13.96	$ 14.08
Options exercisable (in shares)	383,182
Options exercisable, weighted average remaining contractual life (in dollars per share)	$ 13.9
Options exercisable, weighted average contractual life (Year)	5 years 3 months 7 days
Options exercisable aggregate intrinsic value	$ 75

Note 8 - Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Text Block]

8. Debt

Loan and Security 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 (“Loan and Security Agreement”) that was funded by the lenders, which are affiliates of HSCM, on January 29, 2021 (“Funding Date”). The Loan and Security Agreement matures five years from the Funding Date. Under the agreement, the Loan and Security Agreement 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 Loan and Security Agreement, 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 0.2 million shares of our common stock. The Loan and Security Agreement was 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 Loan and Security Agreement covenants as of June 30, 2024. The Loan and Security Agreement also includes customary events of default for facilities of this type and provides that, if an event of default occurs and is continuing, the Loan and Security Agreement 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.

Third Amendment to the Loan and Security Agreement

On May 19, 2023, Old Doma and certain subsidiaries of the Company, as guarantors, entered into the third amendment to the Loan and Security Agreement (the “Third Amendment”). The Third Amendment amends certain mandatory prepayment provisions related to the disposition of assets by Old Doma or any of its subsidiaries such that Old Doma is required, within five business days following the receipt of net cash proceeds from dispositions in excess of $750,000 in any fiscal year (other than certain permitted dispositions), to repay the outstanding principal amount of term loan borrowings in an amount equal to 100% of such excess net cash proceeds received by Old Doma or any of its subsidiaries from such dispositions, unless HSCM, as agent, otherwise agrees.

Fourth Amendment to the Loan and Security Agreement

Concurrently with the execution of the Merger Agreement, certain of the Company’s subsidiaries, the lenders party thereto and Hudson, as agent for such lenders, entered into the Hudson Fourth Amendment, pursuant to which that certain Loan and Security Agreement, dated as of December 31, 2020 (as amended, the “Company Loan Agreement”), by and among States Title, as the borrower, the guarantors party thereto, the lenders party thereto and Hudson was amended such that, among other things:

	a.	from the effective date of the Hudson Fourth Amendment through September 30, 2025, interest on the principal amount outstanding of the senior secured term loan under the Company Loan Agreement (the “Term Loan”) will accrue and capitalize and be added to the principal balance monthly at a per annum rate equal to 16.25%;
	b.	beginning October 1, 2025, interest on the Term Loan will accrue at a per annum rate equal to 16.25%, (i) 10% of which shall accrue and be payable in cash monthly and (ii) the remainder of such interest shall accrue and capitalize and be added to the principal balance monthly;
	c.	States Title will make prepayments on the principal of the Term Loan in an amount up to $16 million of net cash proceeds received from contingent payments earned by the Company pursuant to certain previous asset sales (but such payment shall be deferred until October 2025);
	d.	Subject to certain conditions, States Title will make monthly pre-payments of the principal amount outstanding of the Term Loan under the Company Loan Agreement with cash on hand in excess of $7.5 million after October 1, 2025 in the event the Merger Agreement is terminated prior to the consummation of the Merger;
	e.	if reasonably requested by Hudson following a termination of the Merger Agreement prior to the consummation of the Merger, States Title would transfer all of its equity interests in Doma Title Insurance, Inc. to a newly formed bankruptcy-remote entity and cause such equity interests to be pledged as collateral under the Company Loan Agreement;
	f.	the financial covenants in the Company Loan Agreement were modified, including, without limitation, the reduction of the minimum consolidated GAAP revenue financial covenant from $130 million to $50 million; and
	g.	States Title is permitted to incur indebtedness under the Senior Term Facility (as defined below) which indebtedness shall be senior in respect of payment and liens to the obligations under the Company Loan Agreement.

In connection with the Hudson Fourth Amendment, Hudson was entitled to an amendment fee of $1.0 million, which became payable upon execution of the Hudson Fourth Amendment and was paid-in-kind and added to the principal of the Term Loan.

Fifth Amendment to the Loan and Security Agreement

Immediately after the effectiveness of the Hudson Fourth Amendment, Hudson, certain of the Company’s subsidiaries, the lenders party thereto and Parent entered into the Hudson Fifth Amendment pursuant to which, at the Closing, Hudson will (a) accept certain consideration (as set forth in the Hudson Fifth Amendment, the “Hudson Payoff”) in full satisfaction of all indebtedness under the Company Loan Agreement and (b) release all liens securing the Company Loan Agreement. Pursuant to the Hudson Fifth Amendment, States Title’s obligation to make cash interest payments under the Company Loan Agreement shall be suspended until the earliest of (a) the termination of the Merger Agreement, (b) five business days after the End Date (as defined in the Merger Agreement), (c) the consummation of the Merger (without Hudson’s receipt of the Hudson Payoff) and (d) March 12, 2025 the (“Standstill Period”). In addition, during the Standstill Period, Hudson and the lenders have agreed not to exercise remedies with respect to certain matters that would otherwise constitute events of default under the Company Loan Agreement. If the Standstill Period ends without the consummation of the Merger (without HSCM’s receipt of the HSCM Payoff), the Company’s cash interest payment obligations under the Company Loan Agreement will be as described in the HSCM Fourth Amendment.

The Hudson Fourth Amendment and Hudson Fifth Amendment (collectively, the "Amendments") were accounted for as a troubled debt restructuring under ASC 470, “Debt,” as 1) the Company was determined to be experiencing financial difficulties as defined by the ASC, and 2) the Amendments were deemed a concession by the creditor. Per ASC 470-60-35-5, a debtor in a troubled debt restructuring involving only modification of terms of a payable (i.e., not involving a transfer of assets or grant of an equity interest) shall account for the effects of the restructuring prospectively from the time of restructuring and shall not change the carrying amount of the payable at the time of the restructuring unless the carrying amount exceeds the total future cash payments specified by the new terms. As the maximum future undiscounted cash flows were greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed.

The estimated fair value of the Company Loan Agreement at June 30, 2024 was $142.0 million. No active or observable market exists for the Company Loan Agreement and, as a result, this is a Level 3 fair value measurement. Therefore, the estimated fair value of the Company Loan Agreement 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.

Topco Commitment Letter

As previously announced by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2024, on March 28, 2024, States Title, a subsidiary of the Company, and Topco entered into a commitment letter (the “Topco Commitment Letter”), pursuant to which Topco committed to provide a $35 million senior secured delayed draw term loan facility to States Title.

On April 30, 2024, pursuant to the Topco Commitment Letter, States Title and certain of its subsidiaries entered into a senior loan and security agreement with the lenders party thereto and Alter Domus (US) LLC as administrative agent and collateral agent (“Senior Loan Agreement”). Pursuant to the Senior Loan Agreement, the lenders party thereto have committed, on a several basis, to provide States Title with a $22.5 million senior secured delayed draw term loan facility (the “Senior Term Facility”) (with certain subsidiaries of States Title guaranteeing the obligations thereunder).

The Senior Term Facility will have two tranches: (a) up to $12.5 million will be available to be drawn in up to three draws (each draw being for at least $5 million) between closing of the Senior Term Facility and December 31, 2024 and (b) up to $10 million will be available to be drawn in a single draw between January 1, 2025 and June 30, 2025, each tranche being subject to commitment reductions as set forth in the senior loan and security agreement. Each loan made under the Senior Term Facility will mature three years after it is drawn.

The Senior Term Facility will be secured by a first priority lien on substantially all of the assets of States Title and the guarantors (subject to customary exceptions), senior to all existing and future liens securing debt for borrowed money (including the liens securing the obligations under the Loan and Security Agreement dated as of December 31, 2020 (as amended, including pursuant to the Sixth Amendment referred to below, the “Subordinated Loan Agreement”) by and among States Title and certain of its subsidiaries, the lenders party thereto and Hudson Structured Capital Management Ltd. as administrative agent and collateral agent (“HSCM”)) and will be senior in right of payment to all existing and future debt for borrowed money (including the Subordinated Loan Agreement), in each case, subject to certain exceptions. The terms of the subordination of the Subordinated Loan Agreement are set forth in an intercreditor and subordination agreement (the “Subordination Agreement”) and include certain prohibitions on the exercise of remedies by the lenders under the Subordinated Loan Agreement.

Interest on each loan will accrue at a rate of Term SOFR (subject to a 1.0% floor) plus 9.0% per annum and will be payable in arrears in kind on the last day of each interest period. The Senior Term Facility will include an undrawn fee of 5.0% per annum on all undrawn commitments, payable quarterly in cash, and an upfront fee of 3.0% of the commitments in respect of the Senior Term Facility as of the date of the Senior Loan Agreement (which upfront fee is reduced to 2.0% for any commitments that are terminated within 30 days after the date of the Senior Loan Agreement), payable upon the funding or termination of such commitments. Prepayments of the Senior Term Facility (subject to certain exceptions) will be subject to customary prepayment premiums. The Senior Term Facility will also include certain information rights and other customary covenants (including affirmative, negative and financial covenants) and mandatory prepayment provisions. States Title was in compliance with the Senior Loan Agreement covenants as of June 30, 2024.

Concurrently with the entry into the Senior Term Facility, States Title and certain of its subsidiaries, the lenders party thereto and HSCM entered into a Sixth Amendment to Loan and Security Agreement (the “Sixth Amendment”), pursuant to which, among other things, HSCM and the lenders party thereto consented to the terms of the Senior Loan Agreement and implemented certain other changes to align with the terms of the Subordination Agreement.

As of June 30, 2024, the Company has not drawn on the Senior Term Facility.

As of June 30, 2024, the Company incurred $1.4 million of specific incremental costs directly attributed to the issuance and fees of the Senior Term Facility, of which $0.2 million has been paid. As of June 30, 2024, prior to funding on the Senior Term Facility, the incremental costs were deferred and are recorded in the prepaid expenses, deposits and other assets line in the condensed consolidated balance sheet.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (g)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (i)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1C
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1C
-Subparagraph (c)
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Note 4 - Investments and Fair Value Measurements - Mortgage Loans (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Mortgage loans	$ 45	$ 45
Reported Value Measurement [Member]
Mortgage loans	45	45
Estimate of Fair Value Measurement [Member]
Mortgage loans	$ 45	$ 45

Note 15 - Research and Development

6 Months Ended

Jun. 30, 2024

Research, Development, and Computer Software Disclosure [Text Block]

15. Research and development

For the three and six months ended June 30, 2024 and 2023, the Company recorded the following related to research and development expenses and capitalized internally developed software costs:

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2024*		*2023*		*2024*		*2023*
Research and development expenses incurred	$	743	$	2,127	$	1,780	$	3,354
Capitalized internally developed software costs		1,340		2,077		2,824		4,736
Research and development spend, inclusive of capitalized internally developed software cost	$	2,083	$	4,204	$	4,604	$	8,090

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 and other operating expenses, respectively, in 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.

Note 16 - Warrant Liabilities (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Dec. 04, 2021	Sep. 03, 2021	Jul. 28, 2021	Dec. 04, 2020
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				693,333
Warrants and Rights Outstanding, Term (Year)			1 year
Warrants and Rights Outstanding	$ 92	$ 26
Public Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	460,000	460,000				11,500,000
Class of Warrant or Right, Number of Securities Called by Each Twenty-Five Warrant or Right (in shares)	1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 287.5
Class Of Warrant Or Right, Fair Market Value Price, Conversion Ratio Maximum (in dollars per share)					$ 0.014
Warrants and Rights Outstanding	$ 100	$ 0
Public Warrants [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Class Of Warrant Or Right, Stock Price Threshold For Redemption Of Warrants Or Right (in dollars per share)					450
Class Of Warrant Or Right, Redemption Price (in dollars per share)					0.01
Public Warrants [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Class Of Warrant Or Right, Stock Price Threshold For Redemption Of Warrants Or Right (in dollars per share)					250
Class Of Warrant Or Right, Redemption Price (in dollars per share)					$ 0.1
Private Placement Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	233,333					5,833,333
Class of Warrant or Right, Number of Securities Called by Each Twenty-Five Warrant or Right (in shares)	1					1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 287.5					$ 287.5
Warrants and Rights Outstanding	$ 0	$ 0

Note 2 - Summary of Significant Accounting Policies 1 (Details Textual) $ in Thousands				3 Months Ended		6 Months Ended
	Feb. 24, 2024	Oct. 01, 2023 USD ($)	Jun. 29, 2023	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Reinsurance, Amount Retained, Per Policy		$ 5,000				$ 15,000
Reinsurance Retention Policy, Excess Retention, Maximum Amount Reinsured		150,000				$ 500,000
Reinsurance, Amount Retained, Minimum		30,000
Reinsurance, Excess Retention, Amount Reinsured, Per Policy		$ 35,000
Reinsurance, Reinsured Risk, Percentage	25.00%
Effective Income Tax Rate Reconciliation, Percent						1.00%	(1.00%)
Deferred Tax Liabilities, Net				$ 100		$ 100		$ 800
Operating Loss Carryforwards, Subject To Expiration				200		200
Income Tax Examination, Penalties and Interest Accrued				0		$ 0
Domestic Tax Jurisdiction [Member]
Open Tax Year						2020 2021 2022 2023
State and Local Jurisdiction [Member]
Open Tax Year						2019 2020 2021 2022 2023
Title Plant [Member]
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)				$ 0	$ 0	$ 0	$ 0
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio			25

Note 9 - Stock Compensation Expense- Valuation Assumptions (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Mar. 28, 2024
Stock price at issuance (in dollars per share)	$ 23	$ 6.29
Expected volatility	75.00%
Risk-free interest rate	3.14%
Expected term (Year)	3 years 10 months 24 days
Expected dividend yield	0.00%

Note 16 - Warrant Liabilities

6 Months Ended

Jun. 30, 2024

Warrant Liabilities [Text Block]

16. Warrant liabilities

As a result of the Business Combination, the Company assumed, as of the Closing Date, Public Warrants to purchase an aggregate of 460,000 shares of our common stock and Private Placement Warrants to purchase an aggregate of 233,333 shares of our common stock. Twenty five whole warrants entitle the holder to purchase one share of common stock at a price of $287.50.

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 $450.00

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 $450.00 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 $250.00

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 $250.00 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 $450.00 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 0.014 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 693,333 shares of common stock issuable upon the exercise of the Warrants. As of June 30, 2024 and December 31, 2023, the aggregate values of the Public Warrants were $0.1 million and $0.0 million, respectively, representing Public Warrants outstanding to purchase 460,000 shares of our common stock. As of June 30, 2024 and December 31, 2023, the aggregate values of the Private Warrants were $0.0 million and $0.0 million, respectively, representing Private Warrants outstanding to purchase 233,333 shares 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.

Note 4 - Investments and Fair Value Measurements - Investment Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Investment income	$ 679	$ 1,362	$ 1,689	$ 2,785
Available-for-Sale Debt Securities [Member]
Investment income	427	536	925	1,067
Held-to-Maturity Debt Securities [Member]
Investment income	(2)	525	144	1,282
Mortgages [Member]
Investment income	0	1	1	4
Other Security Investments [Member]
Investment income	$ 254	$ 300	$ 619	$ 432

Note 17 - Leases (Details Textual)	Jun. 30, 2024
Minimum [Member]
Lessee, Operating Lease, Remaining Lease Term (Month)	1 month
Lessee, Operating Lease, Renewal Term (Year)	1 year
Sublease Contractual Term (Month)	2 months
Sublease Renewal Term (Year)	0 years
Maximum [Member]
Lessee, Operating Lease, Remaining Lease Term (Month)	4 years
Lessee, Operating Lease, Renewal Term (Year)	5 years
Sublease Contractual Term (Month)	4 years
Sublease Renewal Term (Year)	1 year

Note 11 - Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2024

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2024*		*2023*		*2024*		*2023*
Revenues	$	37,981	$	33,508	$	72,112	$	63,486
Premiums retained by agents		30,667		27,106		58,190		51,201

		*June 30, 2024*				*December 31, 2023*
Net receivables		$	3,970			$	7,153

Note 5 - Revenue Recognition

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Text Block]

5. Revenue recognition

Disaggregation of revenue

Our revenue consists of:

			*Three Months Ended*						*Six Months Ended*
			*June 30,*						*June 30,*
			*2024*			*2023*			*2024*			*2023*
Revenue Stream	*Statements of Operations Classification*	*Segment*	*Total Revenue*						*Total Revenue*
Revenue from insurance contracts:
Direct Agents title insurance premiums	Net premiums written	Underwriting	$	187		$	8,261		$	436		$	15,176
Third-Party Agent title insurance premiums	Net premiums written	Underwriting		75,221			70,701			138,485			130,556
Total revenue from insurance contracts			$	75,408		$	78,962		$	138,921		$	145,732
Revenue from contracts with customers:
Escrow fees	Escrow, title-related and other fees	Corporate and Other	$	194		$	213		$	365		$	551
Other title-related fees and income	Escrow, title-related and other fees	Corporate and Other		496			313			1,361			855
Other title-related fees and income	Escrow, title-related and other fees	Underwriting		389			595			882			1,160
Other title-related fees and income	Escrow, title-related and other fees	Elimination(1)		(157	)		(323	)		(615	)		(804	)
Total revenue from contracts with customers			$	922		$	798		$	1,993		$	1,762
Other revenue:
Interest and investment income ⁽²⁾	Investment, dividend and other income	Corporate and Other	$	142		$	437		$	214		$	958
Interest and investment income ⁽²⁾	Investment, dividend and other income	Underwriting		1,170			1,219			2,579			2,137
Realized gains and losses, net	Investment, dividend and other income	Corporate and Other		118			(144	)		120			(503	)
Realized gains and losses, net	Investment, dividend and other income	Underwriting		(114	)		7			(114	)		5
Total other revenues			$	1,316		$	1,519		$	2,799		$	2,597
Total revenues			$	77,646		$	81,279		$	143,713		$	150,091

(1)

Premiums retained by Direct Agents are recognized as income to the Corporate and Other segment, and expense to the Underwriting segment. Upon consolidation, the impact of these internal segment transactions from continuing operations 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.

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
-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Note 9 - Stock Compensation Expense (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

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

Outstanding as of December 31, 2023		402,028		$	14.08		5.62	$	54
Granted		—			—		—
Exercised		—			—		—
Cancelled or forfeited		(12,641	)		17.67		—
Outstanding as of June 30, 2024		389,387		$	13.96		5.29	$	75

Options exercisable as of June 30, 2024		383,182		$	13.90		5.27	$	75

Nonvested Restricted Stock Shares Activity [Table Text Block]

	*Number of*			*Average*
	*RSAs, RSUs*			*Grant Date*
	*and PRSUs*			*Fair Value ($)*
Non-vested at December 31, 2023		1,807,329		$	18.59
Granted		11,780			4.49
Vested		(812,009	)		16.17
Adjustment for PRSUs expected to vest		—			—
Cancelled or Forfeited		(25,591	)		38.08
Non-vested at June 30, 2024		981,509		$	19.91

	*Number of*		*Average*
	*Market-based*		*Grant Date*
	*awards*		*Fair Value ($)*
Non-vested at December 31, 2023		97,413	$	7.92
Granted		—		—
Vested		—		—
Cancelled or Forfeited		—		—
Non-vested at June 30, 2024		97,413	$	7.92

Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block]

Stock price at issuance	$	23.00
Expected volatility		75.0	%
Risk-free interest rate		3.14	%
Expected term		3.9
Expected dividend yield		—	%

Note 9 - Stock Compensation Expense - Stock Award Activity (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Restricted and Performance Stock Awards [Member]
Non-vested (in shares) \| shares	1,807,329
Non-vested, average grant date fair value (in dollars per share) \| $ / shares	$ 18.59
Granted, other than options (in shares) \| shares	11,780
Granted, other than options, average grant date fair value (in dollars per share) \| $ / shares	$ 4.49
Vested, other than options (in shares) \| shares	(812,009)
Vested, other than options, average grant date fair value (in dollars per share) \| $ / shares	$ 16.17
Adjustment for PRSUs expected to vest (in shares) \| shares	0
Adjustment for PRSUs expected to vest, average grant date fair value (in dollars per share) \| $ / shares	$ 0
Cancelled or Forfeited, other than options (in shares) \| shares	(25,591)
Cancelled or Forfeited, other than options, average grant date fair value (in dollars per share) \| $ / shares	$ 38.08
Non-vested (in shares) \| shares	981,509
Non-vested, average grant date fair value (in dollars per share) \| $ / shares	$ 19.91
Market-Based Awards [Member]
Non-vested (in shares) \| shares	97,413
Non-vested, average grant date fair value (in dollars per share) \| $ / shares	$ 7.92
Granted, other than options (in shares) \| shares	0
Granted, other than options, average grant date fair value (in dollars per share) \| $ / shares	$ 0
Vested, other than options (in shares) \| shares	0
Vested, other than options, average grant date fair value (in dollars per share) \| $ / shares	$ 0
Cancelled or Forfeited, other than options (in shares) \| shares	0
Cancelled or Forfeited, other than options, average grant date fair value (in dollars per share) \| $ / shares	$ 0
Non-vested (in shares) \| shares	97,413
Non-vested, average grant date fair value (in dollars per share) \| $ / shares	$ 7.92

Note 7 - Segment Information (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	*Three Months Ended June 30, 2024*
	*Underwriting*		*Corporate and Other*		*Eliminations*			*Consolidated total*
Net premiums written		75,408	$	—	$	—		$	75,408
Escrow, other title-related fees and other⁽¹⁾		389		690		(157	)		922
Investment, dividend and other income		1,056		260		—			1,316
Total revenue	$	76,853	$	950	$	(157	)	$	77,646

Premiums retained by agents⁽²⁾	$	62,329	$	—	$	(157	)	$	62,172
Direct labor⁽³⁾		2,795		353		—			3,148
Other direct costs⁽⁴⁾		2,693		319		—			3,012
Provision for claims		1,175		8		—			1,183
Adjusted gross profit	$	7,861	$	270	$	—		$	8,131

	*Six Months Ended June 30, 2024*
	*Underwriting*		*Corporate and Other*			*Eliminations*			*Consolidated total*
Net premiums written	$	138,921	$	—		$	—		$	138,921
Escrow, other title-related fees and other ⁽¹⁾		882		1,726			(615	)		1,993
Investment, dividend and other income		2,465		334			—			2,799
Total revenue	$	142,268	$	2,060		$	(615	)	$	143,713

Premiums retained by agents ⁽²⁾	$	115,178	$	—		$	(615	)	$	114,563
Direct labor ⁽³⁾		5,797		765			—			6,562
Other direct costs ⁽⁴⁾		4,712		739			—			5,451
Provision for claims		1,931		(18	)		—			1,913
Adjusted gross profit	$	14,650	$	574		$	—		$	15,224

	*Three Months Ended June 30, 2023*
	*Underwriting*		*Corporate and Other*		*Eliminations*			*Consolidated total*
Net premiums written	$	78,962	$	—	$	—		$	78,962
Escrow, other title-related fees and other⁽¹⁾		595		526		(323	)		798
Investment, dividend and other income		1,226		293		—			1,519
Total revenue	$	80,783	$	819	$	(323	)	$	81,279

Premiums retained by agents ⁽²⁾	$	65,093	$	—	$	(323	)	$	64,770
Direct labor⁽³⁾		2,886		441		—			3,327
Other direct costs ⁽⁴⁾		2,609		362		—			2,971
Provision for claims		5,328		2		—			5,330
Adjusted gross profit	$	4,867	$	14	$	—		$	4,881

	*Six Months Ended June 30, 2023*
	*Underwriting*		*Corporate and Other*			*Eliminations*			*Consolidated total*
Net premiums written	$	145,732	$	—		$	—		$	145,732
Escrow, other title-related fees and other ⁽¹⁾		1,160		1,406			(804	)		1,762
Investment, dividend and other income		2,142		455			—			2,597
Total revenue	$	149,034	$	1,861		$	(804	)	$	150,091

Premiums retained by agents ⁽²⁾	$	120,111	$	—		$	(804	)	$	119,307
Direct labor ⁽³⁾		5,773		1,362			—			7,135
Other direct costs ⁽⁴⁾		4,414		774			—			5,188
Provision for claims		8,488		129			—			8,617
Adjusted gross profit	$	10,248	$	(404	)	$	—		$	9,844

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2024*			*2023*			*2024*			*2023*
Adjusted gross profit	$	8,131		$	4,881		$	15,224		$	9,844
Depreciation and amortization		3,075			2,909			6,060			5,771
Other indirect expenses (1)		16,104			20,715			33,347			49,937
Long-lived asset impairment		—			441			—			441
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	)

Note 2 - Summary of Significant Accounting Policies - Effects of Reinsurance (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Gross premiums earned

$ 75,564

$ 79,038

$ 139,193

$ 145,953

Ceded premiums

(156)

(76)

(272)

(221)

Net premiums earned

^[1]

$ 75,408

$ 78,962

$ 138,921

$ 145,732

Percentage of amount net to gross

99.80%

99.90%

99.80%

[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 (see Note 11).

Note 15 - Research and Development - Schedule of Research and Development Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Research and development expenses incurred	$ 743	$ 2,127	$ 1,780	$ 3,354
Capitalized internally developed software costs	1,340	2,077	2,824	4,736
Research and development spend, inclusive of capitalized internally developed software cost	$ 2,083	$ 4,204	$ 4,604	$ 8,090

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Held-to-maturity debt securities, allowance for credit loss	$ 5	$ 125
Available-for-sale debt securities, amortized cost	41,978	58,516
Receivables, allowance for credit losses	2,024	1,802
Fixed assets, accumulated depreciation	$ 33,991	$ 26,272
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	80,000,000	80,000,000
Common stock, issued (in shares)	14,074,805	13,524,203
Common stock, outstanding (in shares)	14,074,805	13,524,203

Note 17 - Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
2024	$ 1,496
2025	2,579
2026	2,421
2027	2,093
Total lease payments	8,589
Less imputed interest	(1,267)
Lease liabilities	7,322	$ 8,838
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member]
2024	1,195
2025	2,009
2026	1,777
2027	620
Total lease payments	5,601
Less imputed interest	(641)
Lease liabilities	$ 4,960

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net loss	$ (20,397)	$ (35,877)	$ (40,948)	$ (78,000)
Other comprehensive loss, net of tax:
Unrealized gain (loss) on available-for-sale debt securities, net of tax	153	(483)	231	(149)
Comprehensive loss	$ (20,244)	$ (36,360)	$ (40,717)	$ (78,149)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

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

Note 3 - Business Combinations and Divestitures

6 Months Ended

Jun. 30, 2024

Business Combination Disclosure [Text Block]

3. Business combinations and divestitures

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.

Immediately after the Closing Date, 53,026 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”). As of June 30, 2024, there were 14,074,805 and 0 shares of common stock and preferred stock issued and outstanding, which excludes the 53,026 of Sponsor Covered Shares. All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, and discussions, in this Quarterly Report, unless otherwise indicated.

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 25 whole warrants entitles the holder to purchase one share of our common stock at a price of $287.50 (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 $375.00 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 $437.50 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 June 30, 2024, 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’ deficit 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 $375.00 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 $437.50 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 June 30, 2024, no related shares are included in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in stockholders’ deficit as of June 30, 2024 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.

Local Retail Branch Sales

On May 19, 2023, Doma Title of California, Inc. (the “Seller”) and Doma Corporate LLC, both subsidiaries of the Company, entered into and closed an asset purchase agreement (the “WFG Asset Purchase Agreement”) with Williston Financial Group LLC (“WFG”). Pursuant to the terms and subject to the conditions set forth in the WFG Asset Purchase Agreement, the Seller agreed to sell to WFG certain assets used in or related to the Company’s title insurance agency business operated through retail title offices located in the State of California (the “WFG Asset Sale”) for an aggregate purchase price of up to $24.5 million, subject to certain adjustments set forth in the WFG Asset Purchase Agreement. The gross purchase price for the WFG Asset Sale consists of $10.5 million paid by WFG to the Seller on May 19, 2023 (the “WFG Sale Closing Date”) and a deferred payment of up to $14.0 million payable by WFG to the Seller within 30 days after the 12-month anniversary of the WFG Sale Closing Date ("WFG Deferred Payment"). The amount of the WFG Deferred Payment is subject to an earnout based on the retention of specified employees hired by WFG or an affiliate of WFG after the WFG Sale Closing Date. The sale included 22 retail title locations and operations centers in the Northern and Central California regions and 123 total employees. On the WFG Sale Closing Date, the Seller and a WFG affiliate, WFG National Title Insurance Company, entered into a customary transition services agreement.

In separate transactions, on July 14, 2023, the Company entered into and closed asset purchase agreements to sell certain assets used in or related to the Company’s title insurance agency business operated through retail title offices located in the Midwest and Texas to Hamilton National Title LLC d/b/a Near North Title Group and Capital Title of Texas, LLC, respectively. Additionally, on July 28, 2023, the Company closed an asset purchase agreement to sell certain assets used in or related to the Company’s title insurance agency business operated through retail title offices located in Florida to Hamilton National Title LLC d/b/a Near North Title Group. The Company entered into customary transition services agreements in conjunction with these sales.

Unless the context otherwise requires, references herein to “Q3 Local Sales” refers to the transactions entered into with Hamilton National Title LLC d/b/a Near North Title Group and Capital Title of Texas, LLC, and references herein to the “Local Sales” refers to the Q3 Local Sales and the WFG Asset Sale, collectively. References herein to “Deferred Earnout” refers to the WFG Deferred Payment and deferred payments of up to $2.1 million payable by Hamilton National Title LLC d/b/a Near North Title Group to the Company subject to revenue targets over the 12-month period subsequent to the related sales.

In conjunction with the Local Sales, we recognized the following:

	*WFG Asset Sale*		*Q3 Local Sales*		*Total Local Sales*
Pre-tax loss on sale of business	$	10,313	$	635	$	10,948

Cash consideration	$	10,500	$	2,645	$	13,145
Deferred Earnout receivable		10,928		1,556		12,484
Total purchase consideration	$	21,428	$	4,201	$	25,629

Total transaction costs, including legal fees, professional fees and other	$	3,487	$	767	$	4,254

The Deferred Earnout is recorded in trade and other receivables in the condensed consolidated balance sheets. The fair value of the Deferred Earnout is based on the specified employees hired by WFG or an affiliate of WFG after the WFG Sale Closing Date that were retained through the 12-month anniversary of the WFG Sale Closing Date, a level 3 input. During the three and six months ended June 30, 2024, we recognized $0.6 million and $0.4 million of net losses, respectively, in our condensed consolidated statement of operations primarily related to changes in retention assumptions on the WFG Deferred Payment and partially offset by the accretion of the discount recorded for the Deferred Earnout.

The following table presents the net assets sold and the goodwill associated with the Local Sales:

	*WFG Asset Sale*		*Q3 Local Sales*		*Total Local Sales*
Goodwill	$	19,270	$	3,597	$	22,867
Title plants		8,806		—		8,806
Fixed assets		549		717		1,266
Other assets		129		148		277
Total assets	$	28,754	$	4,462	$	33,216

Accrued expenses and other liabilities	$	-	$	392	$	392
Total liabilities	$	-	$	392	$	392

Net assets	$	28,754	$	4,070	$	32,824

Merger Agreement

On March 28, 2024, the Company entered into the Merger Agreement with Parent and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Topco, the indirect parent company of Parent. Capitalized terms used but not otherwise defined herein have the meaning set forth in the Merger Agreement, a copy of which is filed as an exhibit to the Current Report on Form 8-K, filed with the SEC on March 29, 2024, and incorporated herein by reference.

The Company Board, acting on the unanimous recommendation of a special committee comprised of independent and disinterested directors formed for the purpose of considering the transaction, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, the Voting and Support Agreement (as defined below) and the other agreements contemplated by the Merger Agreement and the transactions contemplated thereby, are fair, advisable and in the best interests of the Company and the Disinterested Stockholders and (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and the Voting and Support Agreement and the other agreements contemplated by the Merger Agreement and the transactions contemplated thereby, and (iii) resolved to submit and recommend the Merger Agreement to the Company’s stockholders for approval and adoption thereby.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger:

●

each share of common stock, par value $0.0001 per share, of the Company (“Common Stock”) outstanding immediately prior to the Effective Time (subject to certain exceptions, including for shares of Common Stock owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will, at the Effective Time, be cancelled and extinguished and automatically converted into the right to receive $6.29 in cash (the “Merger Consideration”), subject to applicable withholding taxes;

●

each warrant to purchase shares of Common Stock that is outstanding immediately prior to the Effective Time will, in accordance with its terms, automatically and without any required action on the part of the holder thereof, cease to represent a warrant to purchase shares of Common Stock and become a warrant exercisable for Merger Consideration;

●

each option to purchase Common Stock (each, a “Company Option”) that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock subject to such Company Option by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option;

●

each unvested award of restricted shares of Common Stock (each, a “Company RS Award”) that is outstanding immediately prior to the Effective Time will automatically be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the aggregate number of shares subject to such Company RS Award by (ii) the Merger Consideration;

●

each award of restricted stock units of the Company (each, a “Company RSU Award”) that is outstanding immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the aggregate number of shares subject to such Company RSU Award by (ii) the Merger Consideration; and

●

each award of performance-based or market-based restricted stock units of the Company (each, a “Company PRSU Award”) that is outstanding immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive, an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the aggregate number of shares subject to such Company PRSU Award (if any) that would satisfy the performance conditions applicable to such Company PRSU Award measured as of immediately prior to the Effective Time (in accordance with the applicable award agreement governing such Company PRSU Award) by (ii) the Merger Consideration.

Assuming the satisfaction of the conditions set forth in the Merger Agreement, the Company expects the transactions contemplated thereby to close in the second half of 2024.

The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement and the Merger at a stockholder meeting that will be held on August 27, 2024. The consummation of the Merger is not subject to a financing condition, but is subject to certain conditions to Closing, including (i) approval of the Company’s Disinterested Stockholders, (ii) consent, approval or authorization from relevant insurance regulatory agencies without the imposition of a Burdensome Condition, (iii) absence of any order or injunction prohibiting the consummation of the Merger, (iv) subject in certain cases to customary materiality qualifiers, the accuracy of the representations and warranties contained in the Merger Agreement and compliance with the covenants contained in the Merger Agreement, (v) no Company Material Adverse Effect having occurred since the date of the Merger Agreement that is continuing, (vi) the completion of certain specified transactions as contemplated by the Merger Agreement, (vii) the repayment of the Company’s outstanding indebtedness with Hudson pursuant to the terms described below and (viii) the investment by Len FW (defined below) into Topco.

The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct its businesses in the ordinary course between the execution and completion of the Merger Agreement, not to engage in certain kinds of transactions during such period (including payment of dividends outside of the ordinary course or as otherwise permitted under the Merger Agreement), to convene and hold a meeting of its stockholders to consider and vote upon the Merger, to cooperate with Parent in connection with obtaining financing for the transaction, to implement the reorganization of certain assets and liabilities of the Company relating to its technology solutions into a newly formed or selected subsidiary of the Company, to use reasonable best efforts to obtain regulatory consents, and, subject to certain customary exceptions, for the Company Board to recommend that its stockholders approve and adopt the Merger Agreement. The Merger Agreement also contains customary representations, warranties and covenants of Parent and Merger Sub, including a covenant to use reasonable best efforts to obtain the debt financing described below. The Merger Agreement contains a 50-day “go-shop” provision (which by its terms expired on May 17, 2024) that allowed the Company to, among other things, solicit, initiate, propose, induce, encourage, or facilitate discussions or negotiations with respect to Acquisition Proposals (as defined in the Merger Agreement). The Company has ceased such activities, and is subject to a customary “no-shop” provision that restricts the Company’s ability to, among other things, solicit Acquisition Proposals from third parties and to provide non-public information to, and engage in discussions or negotiations with, third parties regarding Acquisition Proposals after the “go-shop” period. The “no-shop” provision allows the Company, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information to any person and its representatives that has made a bona fide Acquisition Proposal that either constitutes, or would reasonably be expected to lead to, an Acquisition Proposal.

Parent and Merger Sub have represented that they will have sufficient cash at the Closing regardless of third-party financing, though have also secured committed debt financing to be provided by certain lenders (collectively, the “Lenders”) on the terms and subject to the conditions set forth in a debt commitment letter. The obligations of the Lenders to provide debt financing under the debt commitment letter are subject to a number of customary conditions.

The Merger Agreement contains certain termination rights for both the Company and Parent. If the Merger Agreement is terminated (1) by Parent as a result of the Company’s breach of its representations, warranties or covenants in a manner that would cause the related conditions to Closing to not be met and Company subsequently enters into an Alternative Acquisition Agreement and such transaction is subsequently consummated, or (2) as a result of the Company Board changing its recommendation and entering into an Alternative Acquisition Agreement and such transaction is subsequently consummated, or (3) if the Merger Agreement is terminated by Company in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company will be required to pay Parent a termination fee to Parent of $3,188,734. The Merger Agreement also provides that either party may specifically enforce the other party’s obligations under the Merger Agreement. In addition to the foregoing termination rights, and subject to certain limitations, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by September 28, 2024 (the “End Date”), provided that if all of the conditions to Closing other than the obtainment of the certain specified Insurance Regulatory Approvals have been satisfied or waived on or prior to the End Date, then the End Date shall automatically be extended to October 28, 2024 (“First Extension Date”), provided, further, that if all of the conditions to Closing, other than the receipt of approval from the requisite South Carolina Department of Insurance or requisite approval from the California Department of Insurance, have been satisfied or waived on or prior to the First Extension Date, then the First Extension Date shall automatically be extended to November 28, 2024. In the event that (a) the Agreement is terminated in accordance with the prior sentence and at the time of termination, all of the conditions to Closing have been satisfied or waived except for (i) any condition that is not satisfied due to breach by the Company of any representation, warranty, covenant or agreement in the Merger Agreement, (ii) the completion of certain specified transactions as contemplated by the Merger Agreement and (iii) conditions that by their nature can only be satisfied at or immediately prior to the Closing; (b) certain specified transactions have not been completed by June 26, 2024; and (c) the Company has not agreed to terminate the Agreement within five (5) days of Parent’s written notice to terminate, then the Company shall reimburse Parent for its reasonable and documented out-of-pocket expenses incurred between June 26, 2024 and the date of termination.

If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

As of June 30, 2024, the estimated transaction costs directly attributable to the Merger are approximately $5.6 million, of which $1.0 million have been paid, consisting of advisory, legal, and other professional fees. Certain transaction costs totaling $5.0 million were deferred and are recorded in the prepaid expenses, deposits and other assets line in the condensed consolidated balance sheet.

Voting and Support Agreement

Concurrently with the execution of the Merger Agreement, LENX ST Investor, LLC and Len FW Investor, LLC (“Len FW,” and together with LENX ST Investor, LLC, the “Lennar Stockholders”), the Company and Parent entered into a Voting and Support Agreement (the “Voting and Support Agreement”), pursuant to which the Lennar Stockholders have agreed, among other things and subject to the terms and conditions set forth therein, to vote or cause to be voted all shares of Common Stock beneficially owned by the Lennar Stockholders (the “Voting Agreement Shares”) in favor of adopting the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Lennar Stockholders hold, collectively, approximately 25% of the voting power of the Common Stock. Under the Voting and Support Agreement, the Lennar Stockholders have agreed to, among other things, (a) vote the Voting Agreement Shares in favor of the Merger, the adoption of the Merger Agreement and the transactions contemplated thereby and (b) vote against any Alternative Acquisition Agreement and any other action or agreement (including, without limitation, any amendment of any agreement), amendment of the Company’s organizational documents or other action that is intended or would reasonably be expected to materially prevent or delay the consummation of the Transactions, including the Merger. The Voting and Support Agreement will automatically terminate upon the earliest of (i) written agreement of the parties thereto to terminate the Voting and Support Agreement, (ii) the valid termination of the Merger Agreement in accordance with its terms and (iii) the Effective Time, and each Lennar Stockholder may terminate the Voting and Support Agreement as to itself upon the entry by the Company and Parent without the prior written consent of such Lennar Stockholder into any amendment, waiver or modification to the Merger Agreement that results in (x) a change to the form of consideration to be paid thereunder, (y) a decrease in the amount of Merger Consideration payable to the stockholders of the Company pursuant to the terms of the Merger Agreement as in effect on the date of the Voting and Support Agreement, or (z) an imposition of any material restrictions or additional constraints on the payment of the consideration thereunder.

Note 17 - Leases

6 Months Ended

Jun. 30, 2024

Lessee, Operating Leases [Text Block]

17. 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 June 30, 2024, we have leases with remaining terms of 1 month to 4 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:

	*Six Months Ended June 30,*
	*2024*			*2023*
Components of lease expense:
Operating lease expense	$	1,175		$	1,191
Less sublease income		(594	)		(24	)
Net lease expense		581			1,167

Cash flow information related to leases:
Operating cash outflow from operating leases during the six months ended June 30, 2024 and 2023	$	1,902		$	1,951

	*June 30, 2024*			*June 30, 2023*
Right-of-use assets obtained during the six months ended June 30, 2024 and 2023 in exchange for new operating lease liabilities	$	—			—
Weighted average remaining lease term (years)		3.26			3.93
Weighted average discount rate		10	%		10	%

		*June 30, 2024*
Maturities of lease liabilities:	*Continuing Operations*			*Discontinued Operations*
2024	$	1,496		$	1,195
2025		2,579			2,009
2026		2,421			1,777
2027		2,093			620
Total lease payments		8,589			5,601
Less imputed interest		(1,267	)		(641	)
Lease liabilities	$	7,322		$	4,960

We have subleased certain locations vacated as a result of a smaller workforce. As of June 30, 2024, we have subleases with remaining terms of 2 months to 4 years, some of which may include no options for renewal and others with options to extend the lease terms by 1 year. The undiscounted cash flows as of June 30, 2024 related to our subleases on an annual basis were as follows:

	*June 30, 2024*
	*Continuing Operations*		*Discontinued Operations*
2024	$	548	$	340
2025		1,035		389
2026		1,067		131
2027		1,100		24
Total sublease payments	$	3,750	$	884

Note 5 - Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2024

Disaggregation of Revenue [Table Text Block]

			*Three Months Ended*						*Six Months Ended*
			*June 30,*						*June 30,*
			*2024*			*2023*			*2024*			*2023*
Revenue Stream	*Statements of Operations Classification*	*Segment*	*Total Revenue*						*Total Revenue*
Revenue from insurance contracts:
Direct Agents title insurance premiums	Net premiums written	Underwriting	$	187		$	8,261		$	436		$	15,176
Third-Party Agent title insurance premiums	Net premiums written	Underwriting		75,221			70,701			138,485			130,556
Total revenue from insurance contracts			$	75,408		$	78,962		$	138,921		$	145,732
Revenue from contracts with customers:
Escrow fees	Escrow, title-related and other fees	Corporate and Other	$	194		$	213		$	365		$	551
Other title-related fees and income	Escrow, title-related and other fees	Corporate and Other		496			313			1,361			855
Other title-related fees and income	Escrow, title-related and other fees	Underwriting		389			595			882			1,160
Other title-related fees and income	Escrow, title-related and other fees	Elimination(1)		(157	)		(323	)		(615	)		(804	)
Total revenue from contracts with customers			$	922		$	798		$	1,993		$	1,762
Other revenue:
Interest and investment income ⁽²⁾	Investment, dividend and other income	Corporate and Other	$	142		$	437		$	214		$	958
Interest and investment income ⁽²⁾	Investment, dividend and other income	Underwriting		1,170			1,219			2,579			2,137
Realized gains and losses, net	Investment, dividend and other income	Corporate and Other		118			(144	)		120			(503	)
Realized gains and losses, net	Investment, dividend and other income	Underwriting		(114	)		7			(114	)		5
Total other revenues			$	1,316		$	1,519		$	2,799		$	2,597
Total revenues			$	77,646		$	81,279		$	143,713		$	150,091

Note 18 - Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2024

Disposal Groups, Including Discontinued Operations [Table Text Block]

(In thousands, except share information)	*June 30, 2024*		*December 31, 2023*
Assets
Trade and other receivables (net of allowance for credit losses of $110 at June 30, 2024 and $110 at December 31, 2023)	$	—	$	62
Prepaid expenses, deposits and other assets		107		242
Lease right-of-use assets		1,786		2,108
Fixed assets (net of accumulated depreciation of $0 at June 30, 2024 and $2,028 at December 31, 2023)		—		151
Assets held for disposal	$	1,893	$	2,563

Liabilities
Accounts payable	$	124	$	306
Accrued expenses and other liabilities		133		238
Lease liabilities		4,960		6,107
Liability for loss and loss adjustment expenses		329		132
Liabilities held for disposal	$	5,546	$	6,783

Disposal Groups, Including Discontinued Operations, Income Statement Disclosure [Table Text Block]

	*Three Months Ended June 30, 2024*
	*Local Component*			Eliminations ⁽¹⁾			*Total*
Revenues:
Escrow, other title-related fees and other	$	195		$	(1	)	$	194
Investment, dividend and other income	$	—			—			—
Total revenues	$	195		$	(1	)	$	194

Operating expenses excluding impairments	$	1,584		$	(1	)	$	1,583
Goodwill impairment	$	—			—			—
Long-lived asset impairment	$	—			—			—
Total operating expenses	$	1,584		$	(1	)	$	1,583

Loss from discontinued operations	$	(1,389	)	$	—		$	(1,389	)

Other (expense) income:
Interest expense	$	—		$	—		$	—
Gain (loss) on sales of discontinued operations	$	—			—			—
Loss from discontinued operations before income taxes	$	(1,389	)	$	—		$	(1,389	)

Income tax expense	$	—			—			—
Net loss from discontinued operations	$	(1,389	)	$	—		$	(1,389	)

	*Six Months Ended June 30, 2024*
	*Local Component*			*Eliminations (1)*			*Total*
Revenues:
Escrow, other title-related fees and other	$	535		$	(22	)	$	513
Investment, dividend and other income		(3	)		—			(3	)
Total revenues	$	532		$	(22	)	$	510

Operating expenses excluding impairments	$	2,998		$	(22	)	$	2,976
Goodwill impairment		—			—			—
Long-lived asset impairment		—			—			—
Total operating expenses	$	2,998		$	(22	)	$	2,976

Loss from discontinued operations	$	(2,466	)	$	—		$	(2,466	)

Other (expense) income:
Interest expense	$	—		$	—		$	—
Gain (loss) on sales of discontinued operations		—			—			—
Loss from discontinued operations before income taxes	$	(2,466	)	$	—		$	(2,466	)

Income tax expense		—			—			—
Net loss from discontinued operations	$	(2,466	)	$	—		$	(2,466	)

	*Three Months Ended June 30, 2023*
	*Local Component*			Eliminations ⁽¹⁾			*Total*
Revenues:
Escrow, other title-related fees and other	$	14,100		$	(6,606	)	$	7,494
Investment, dividend and other income		80			—			80
Total revenues	$	14,180		$	(6,606	)	$	7,574

Operating expenses excluding impairments	$	16,238		$	(6,606	)	$	9,632
Goodwill impairment		—			—			—
Long-lived asset impairment		849			—			849
Total operating expenses	$	17,087		$	(6,606	)	$	10,481

Loss from discontinued operations	$	(2,907	)	$	—		$	(2,907	)

Other (expense) income:
Interest expense	$	(922	)	$	—		$	(922	)
Gain (loss) on sales of discontinued operations		(7,766	)		—			(7,766	)
Loss from discontinued operations before income taxes	$	(11,595	)	$	—		$	(11,595	)

Income tax expense		(29	)		—			(29	)
Net loss from discontinued operations	$	(11,624	)	$	—		$	(11,624	)

	*Six Months Ended June 30, 2023*
	*Local Component*			*Eliminations (1)*			*Total*
Revenues:
Escrow, other title-related fees and other	$	25,087		$	(11,960	)	$	13,127
Investment, dividend and other income		2			—			2
Total revenues	$	25,089		$	(11,960	)	$	13,129

Operating expenses excluding impairments	$	36,808		$	(11,960	)	$	24,848
Goodwill impairment		—			—			—
Long-lived asset impairment		1,030			—			1,030
Total operating expenses	$	37,838		$	(11,960	)	$	25,878

Loss from discontinued operations	$	(12,749	)	$	—		$	(12,749	)

Other (expense) income:
Interest expense	$	(1,940	)	$	—		$	(1,940	)
Gain (loss) on sales of discontinued operations		(7,766	)		—			(7,766	)
Loss from discontinued operations before income taxes	$	(22,455	)	$	—		$	(22,455	)

Income tax expense		(59	)		—			(59	)
Net loss from discontinued operations	$	(22,514	)	$	—		$	(22,514	)

Disposal Groups, Including Discontinued Operations, Components of Cash Flows [Table Text Block]

	*Six Months Ended June 30,*
	*2024*		*2023*
Non-cash discontinued operating activities:
Impairment charges	$	—	$	1,030
Depreciation and amortization		13		375

Cash flows from discontinued investing activities:
Proceeds from sales of discontinued operations, net of cash disposed and working capital adjustments, and dividends from title plants		—		7,241

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Note 7 - Segment Information

6 Months Ended

Jun. 30, 2024

Segment Reporting Disclosure [Text Block]

7. Segment information

We have historically reported our operations in two business segments: "Distribution," which included our divested Local channel as well as our Doma Enterprise channel and corporate support services, and "Underwriting." As discussed in Note 3, in the second and third quarters of 2023, the Company sold its assets used in or related to the Company’s Local Component. With the execution of these agreements, the Company no longer has operations related to our previous Local Component.

Beginning in the third quarter of 2023, we have reflected the results of the Local Component as discontinued operations in the condensed consolidated statements of operations for all periods presented.

Subsequent to the announcement of the Local Sales, the 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) "Underwriting" and (2) "Corporate and Other." 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.

•

Underwriting: our Underwriting segment reflects the results of our title insurance underwriting business, including policies referred primarily through our Third-Party Agents channel. The referring agents retain approximately 82% - 84% of the policy premiums in exchange for their services. These retention rates vary by state and agent.

•

Corporate and Other: our Corporate and Other segment includes our operations related to the execution of our title, escrow and settlement services through our Doma Enterprise channel. Our Doma Enterprise channel targets partnerships with national lenders and mortgage originators that maintain centralized lending operations ("Direct Agents"). Once an Enterprise partnership has been established, we integrate our Doma Intelligence platform with the partner’s production systems, to enable frictionless order origination and fulfillment. Substantially all Doma Enterprise orders are underwritten by Doma. In addition, Corporate and Other includes investing activity related to our investment portfolio held outside of Underwriting.

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, long-lived asset 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 from continuing operations of the Company’s reportable segments:

	*Three Months Ended June 30, 2024*
	*Underwriting*		*Corporate and Other*		*Eliminations*			*Consolidated total*
Net premiums written		75,408	$	—	$	—		$	75,408
Escrow, other title-related fees and other⁽¹⁾		389		690		(157	)		922
Investment, dividend and other income		1,056		260		—			1,316
Total revenue	$	76,853	$	950	$	(157	)	$	77,646

Premiums retained by agents⁽²⁾	$	62,329	$	—	$	(157	)	$	62,172
Direct labor⁽³⁾		2,795		353		—			3,148
Other direct costs⁽⁴⁾		2,693		319		—			3,012
Provision for claims		1,175		8		—			1,183
Adjusted gross profit	$	7,861	$	270	$	—		$	8,131

	*Six Months Ended June 30, 2024*
	*Underwriting*		*Corporate and Other*			*Eliminations*			*Consolidated total*
Net premiums written	$	138,921	$	—		$	—		$	138,921
Escrow, other title-related fees and other ⁽¹⁾		882		1,726			(615	)		1,993
Investment, dividend and other income		2,465		334			—			2,799
Total revenue	$	142,268	$	2,060		$	(615	)	$	143,713

Premiums retained by agents ⁽²⁾	$	115,178	$	—		$	(615	)	$	114,563
Direct labor ⁽³⁾		5,797		765			—			6,562
Other direct costs ⁽⁴⁾		4,712		739			—			5,451
Provision for claims		1,931		(18	)		—			1,913
Adjusted gross profit	$	14,650	$	574		$	—		$	15,224

	*Three Months Ended June 30, 2023*
	*Underwriting*		*Corporate and Other*		*Eliminations*			*Consolidated total*
Net premiums written	$	78,962	$	—	$	—		$	78,962
Escrow, other title-related fees and other⁽¹⁾		595		526		(323	)		798
Investment, dividend and other income		1,226		293		—			1,519
Total revenue	$	80,783	$	819	$	(323	)	$	81,279

Premiums retained by agents ⁽²⁾	$	65,093	$	—	$	(323	)	$	64,770
Direct labor⁽³⁾		2,886		441		—			3,327
Other direct costs ⁽⁴⁾		2,609		362		—			2,971
Provision for claims		5,328		2		—			5,330
Adjusted gross profit	$	4,867	$	14	$	—		$	4,881

	*Six Months Ended June 30, 2023*
	*Underwriting*		*Corporate and Other*			*Eliminations*			*Consolidated total*
Net premiums written	$	145,732	$	—		$	—		$	145,732
Escrow, other title-related fees and other ⁽¹⁾		1,160		1,406			(804	)		1,762
Investment, dividend and other income		2,142		455			—			2,597
Total revenue	$	149,034	$	1,861		$	(804	)	$	150,091

Premiums retained by agents ⁽²⁾	$	120,111	$	—		$	(804	)	$	119,307
Direct labor ⁽³⁾		5,773		1,362			—			7,135
Other direct costs ⁽⁴⁾		4,414		774			—			5,188
Provision for claims		8,488		129			—			8,617
Adjusted gross profit	$	10,248	$	(404	)	$	—		$	9,844

(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 from continuing operations 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.

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

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2024*			*2023*			*2024*			*2023*
Adjusted gross profit	$	8,131		$	4,881		$	15,224		$	9,844
Depreciation and amortization		3,075			2,909			6,060			5,771
Other indirect expenses (1)		16,104			20,715			33,347			49,937
Long-lived asset impairment		—			441			—			441
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	)

(1)	Includes other indirect 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.

As of June 30, 2024 and December 31, 2023, the Underwriting segment had allocated goodwill of $23.4 million. There were no additions from acquisitions, impairments or adjustments to goodwill resulting from prior year acquisitions in either segment for the three and six months ended June 30, 2024. There were no additions from acquisitions, impairments or adjustments to goodwill resulting from prior year acquisitions in either segment for the three and six months ended June 30, 2023. Accumulated impairment losses to goodwill were $65.2 million as of June 30, 2024 which represents goodwill impairment related to discontinued operations.

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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Note 17 - Leases - Components of Operating Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating lease expense	$ 1,175	$ 1,191
Less sublease income	(594)	(24)
Net lease expense	581	1,167
Operating cash outflow from operating leases during the six months ended June 30, 2024 and 2023	1,902	1,951
Right-of-use assets obtained during the six months ended June 30, 2024 and 2023 in exchange for new operating lease liabilities	$ 0	$ 0
Weighted average remaining lease term (years) (Year)	3 years 3 months 3 days	3 years 11 months 4 days
Weighted average discount rate	10.00%	10.00%

Note 4 - Investments and Fair Value Measurements - Accrued Interest Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Corporate Debt Securities [Member]
Accrued interest receivable on investments	$ 238	$ 423
US Treasury Securities [Member]
Accrued interest receivable on investments	214	262
Foreign Government Debt [Member]
Accrued interest receivable on investments	5	5
Certificates of Deposit [Member]
Accrued interest receivable on investments	1	0
Debt Securities [Member]
Accrued interest receivable on investments	$ 458	$ 690

Note 13 - Accrued Expenses and Other Liabilities

6 Months Ended

Jun. 30, 2024

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

13. Accrued expenses and other liabilities

Accrued expenses and other liabilities include the following:

	*June 30,*		*December 31,*
	*2024*		*2023*
Employee benefits and compensation	$	2,887	$	3,431
Contract terminations		2,451		3,460
Merger transaction costs		1,516		—
Premium taxes		1,765		2,700
Other		3,143		3,109
Total accrued expenses and other liabilities	$	11,762	$	12,700

Workforce reduction plans

In 2022, the Company executed three separate workforce reduction plans (the “2022 Reduction Plans”) to reduce costs, improve Local branch-level profitability, and focus resources on its instant underwriting capabilities. The Reduction Plans during 2022 included the elimination of approximately 1,076 positions across the Company, or approximately 52% of the Company’s workforce as of December 31, 2022. On August 2, 2023, the Company committed to an additional workforce reduction plan (the “2023 Reduction” and collectively with the 2022 Reductions Plans, the “Reduction Plans”) to improve cost efficiency and focus on our instant underwriting technology and Underwriting operations. The 2023 Reduction included the elimination of approximately 70 positions across the Company, or approximately 17% of the Company’s then current workforce. The execution of the Reduction Plans, including cash payments, was substantially complete as of December 31, 2023.

In the three months ended June 30, 2024 and 2023, forfeited stock-based compensation associated with the Reduction Plans was $0.0 million and $1.5 million, respectively. In the six months ended June 30, 2024 and 2023, forfeited stock-based compensation associated with the Reduction Plans was $0.0 million and $2.3 million, respectively. The charges incurred and forfeited stock-based compensation associated with the Reduction Plans primarily relate to the Company’s Corporate and Other reportable segment.

Contract terminations

Associated with the Company’s Reduction Plans and vendor management initiatives during the years ended December 31, 2023 and 2022, the Company recorded $1.3 million and $5.2 million, respectively, in accelerated contract charges related to contracts that will continue to be incurred for the contracts’ remaining terms without economic benefit to the Company. These contract termination charges were recorded in other operating expenses in the consolidated statements of operations. There were no accelerated contract charges recorded during the three or six months ended June 30, 2024 or 2023. As of June 30, 2024, total accrued liabilities related to these accelerated contract charges were $2.5 million.

Note 4 - Investments and Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Debt Securities, Held-to-Maturity, Restricted	$ 2,300		$ 2,400
Debt Securities, Held-To-Maturity, Net Unrealized Gain (Loss)	300	$ (700)
Debt Securities, Available-For-Sale, Net Unrealized Gain (Loss)	200	$ (200)
Debt Securities, Available-for-Sale, Allowance for Credit Loss	$ 0
Sponsor Covered Shares [Member]
Derivative, Term of Contract (Year)	10 years

Note 11 - Related Party Transactions (Details Textual) - Lennar Corporation [Member] - USD ($) $ in Millions	Jun. 30, 2024	Apr. 27, 2023
Sublease Agreement [Member]
Lessor, Operating Lease, Payment to be Received		$ 0.2
Doma Holdings, Inc. [Member]
Equity Method Investment, Ownership Percentage	23.40%

Note 3 - Business Combinations and Divestitures (Tables)

6 Months Ended

Jun. 30, 2024

Disposal Groups, Including Discontinued Operations 1 [Table Text Block]

	*WFG Asset Sale*		*Q3 Local Sales*		*Total Local Sales*
Pre-tax loss on sale of business	$	10,313	$	635	$	10,948

Cash consideration	$	10,500	$	2,645	$	13,145
Deferred Earnout receivable		10,928		1,556		12,484
Total purchase consideration	$	21,428	$	4,201	$	25,629

Total transaction costs, including legal fees, professional fees and other	$	3,487	$	767	$	4,254

Disposal Groups, Including Discontinued Operations [Table Text Block]

(In thousands, except share information)	*June 30, 2024*		*December 31, 2023*
Assets
Trade and other receivables (net of allowance for credit losses of $110 at June 30, 2024 and $110 at December 31, 2023)	$	—	$	62
Prepaid expenses, deposits and other assets		107		242
Lease right-of-use assets		1,786		2,108
Fixed assets (net of accumulated depreciation of $0 at June 30, 2024 and $2,028 at December 31, 2023)		—		151
Assets held for disposal	$	1,893	$	2,563

Liabilities
Accounts payable	$	124	$	306
Accrued expenses and other liabilities		133		238
Lease liabilities		4,960		6,107
Liability for loss and loss adjustment expenses		329		132
Liabilities held for disposal	$	5,546	$	6,783

Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]

Disposal Groups, Including Discontinued Operations [Table Text Block]

	*WFG Asset Sale*		*Q3 Local Sales*		*Total Local Sales*
Goodwill	$	19,270	$	3,597	$	22,867
Title plants		8,806		—		8,806
Fixed assets		549		717		1,266
Other assets		129		148		277
Total assets	$	28,754	$	4,462	$	33,216

Accrued expenses and other liabilities	$	-	$	392	$	392
Total liabilities	$	-	$	392	$	392

Net assets	$	28,754	$	4,070	$	32,824

Basis of Accounting, Policy [Policy Text Block]

Note 1 - Organization and Business Operations (Details Textual) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($)	Apr. 26, 2024 USD ($)	Mar. 28, 2024 $ / shares	Jan. 01, 2024 USD ($)
Number of Reportable Segments		2	2
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	$ 73,100	$ 73,100
Debt Securities, Held-to-Maturity, Excluding Accrued Interest, after Allowance for Credit Loss	7,445	7,445	$ 18,179
Debt Securities, Available-for-Sale, Excluding Accrued Interest	41,727	$ 41,727	58,032
Statutory Accounting Practices, Statutory Amount Available for Dividend Payments without Regulatory Approval			$ 49,900			$ 5,200
Dividends Payable				$ 17,500
Proceeds from Dividends Received	$ 17,500
Share Price (in dollars per share) \| $ / shares	$ 23	$ 23			$ 6.29

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of presentation

Certain prior year amounts have been reclassified to conform to the current year presentation under Accounting Standard Codification 205-20-45, “Discontinued Operations."

Stockholders' Equity, Policy [Policy Text Block]

Reverse stock split

Use of Estimates, Policy [Policy Text Block]

Use of estimates

Receivable [Policy Text Block]

Trade and other receivables, net

Trade and other receivables include the following:

	*June 30,*			*December 31,*
	*2024*			*2023*
Trade receivables	$	6,188		$	9,170
Accrued net premiums written from Third-Party Agent referrals		2,376			2,418
Trade receivables, gross	$	8,564		$	11,588
Allowance for credit losses		(2,024	)		(1,802	)
Trade receivables, net	$	6,540		$	9,786
Local Sales Deferred Earnout receivable		12,086			12,497
Investment trade receivables		3,510			—
Miscellaneous other receivables		1,228			2,169
Other receivables	$	16,824		$	14,666
Trade and other receivables, net	$	23,364		$	24,452

Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block]

Title plants

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

Reinsurance Accounting Policy [Policy Text Block]

Reinsurance

Under the Quota Share Treaty, 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 six months ended June 30, 2024 and 2023.

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2024*			*2023*			*2024*			*2023*
Gross premiums earned		75,564			79,038			139,193			145,953
Ceded premiums		(156	)		(76	)		(272	)		(221	)
Net premiums earned		75,408			78,962			138,921			145,732
Percentage of amount net to gross		99.8	%		99.9	%		99.8	%		99.8	%

Income Tax, Policy [Policy Text Block]

Income taxes

Lessee, Leases [Policy Text Block]

Leases

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of credit risk

Emerging Growth Company and Smaller Reporting Company Policy [Policy Text Block]

Emerging Growth Company and Smaller Reporting Company

New Accounting Pronouncements, Policy [Policy Text Block]

Recently issued and adopted accounting pronouncements

No new accounting policies were recently issued and adopted in the three or six months ended June 30, 2024.

Recently issued but not adopted accounting pronouncements

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flow from operating activities:
Net loss	$ (40,948)	$ (78,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest expense - paid in kind	12,519	5,228
Depreciation and amortization	6,072	6,146
Stock-based compensation expense	8,833	6,827
Amortization of debt issuance costs and original issue discount	1,923	2,354
Provision for doubtful accounts (reduction for expected credit losses)	217	(116)
Deferred income taxes	(513)	294
Loss (gain) on disposal of fixed assets and title plants	(49)	796
Loss on sale of business	0	11,591
Gain on sale of title plant	0	(3,825)
Net amortization of premiums and accretion of discounts on fixed maturity securities	(214)	(495)
Change in fair value of Warrant and Sponsor Covered Shares liabilities	305	(123)
Long-lived asset impairment	0	1,471
Change in operating assets and liabilities, net of effects from sales of discontinued operations:
Trade and other receivables	813	6,994
Prepaid expenses, deposits and other assets	(2,444)	2,586
Lease right-of-use assets and lease liabilities	(1,621)	(1,147)
Accounts payable	2,839	(787)
Accrued expenses and other liabilities	(1,305)	(10,449)
Liability for loss and loss adjustments expenses	(6,881)	1,589
Net cash used in operating activities	(20,454)	(49,066)
Cash flow from investing activities:
Proceeds from calls and maturities of investments: Held-to-maturity	11,802	110,486
Proceeds from calls and maturities of investments: Available-for-sale	16,875	1,493
Proceeds from sales and principal repayments of investments: Mortgage loans	1	251
Proceeds from sale of business, net of costs to sell and working capital adjustments	0	6,765
Purchases of investments: Held-to-maturity	(1,072)	0
Purchases of investments: Available-for-sale	0	(61,464)
Proceeds from sales of fixed assets	0	90
Purchases of fixed assets	(2,829)	(5,610)
Proceeds from sale of title plants, net of costs to sell, and dividends from title plants	0	7,241
Net cash provided by investing activities	24,777	59,252
Cash flow from financing activities:
Exercise of stock options	0	183
Repayments on Loan and Security Agreement	0	(9,208)
Payment of debt issuance costs	(218)	0
Employee taxes paid on withholding shares	(2,175)	0
Net cash used in financing activities	(2,393)	(9,025)
Net change in cash and cash equivalents and restricted cash	1,930	1,161
Cash and cash equivalents and restricted cash at the beginning period	71,167	81,383
Cash and cash equivalents and restricted cash at the end of period	73,097	82,544
Supplemental cash flow disclosures:
Cash paid for interest	0	4,814
Supplemental disclosure of non-cash investing activities:
Unrealized gain (loss) on available-for-sale debt securities	231	(149)
Unpaid debt issuance costs	$ 1,204	$ 0

Note 6 - Liability for Loss and Loss Adjustment Expenses (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Liability for Unpaid Claims and Claims Adjustment Expense [Table Text Block]

	*June 30, 2024*
	*2024*			*2023*
Balance at the beginning of the year	$	81,894		$	81,873

Provision for claims related to:
Current year	$	6,471		$	7,483
Prior years		(4,558	)		1,134
Total provision for claims	$	1,913		$	8,617

Paid losses related to:
Current year	$	(742	)	$	(178	)
Prior years		(8,248	)		(6,921	)
Total paid losses	$	(8,990	)	$	(7,099	)

Balance at the end of the period	$	74,817		$	83,391

Provision for claims as a percentage of net written premiums		1.4	%		5.9	%

Note 13 - Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Employee benefits and compensation	$ 2,887	$ 3,431
Contract terminations	2,451	3,460
Merger transaction costs	1,516	0
Premium taxes	1,765	2,700
Other	3,143	3,109
Total accrued expenses and other liabilities	$ 11,762	$ 12,700

Amount of liabilities classified as other.

Note 9 - Stock Compensation Expense

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Text Block]

9. Stock compensation expense

The Company issued stock options (incentive stock options (“ISOs”), 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 2021 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 2021 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 $125.00, $187.50, and $250.00 during a performance period of 4 years. The maximum number of shares that can be earned under the market-based awards is 97,413 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.

In May 2023, the compensation committee of the Company's board of directors approved modifications to the vesting conditions and exercise periods of outstanding equity compensation awards held by certain of the Company's then-current employees who became employees of WFG in the WFG Asset Sale. These modifications became effective upon acceptance of employment with WFG. Pursuant to such modifications, the options and RSUs held by WFG employees vest on May 20, 2024; provided that employment with WFG does not terminate prior to such date. These modified awards vest based on conditions that are not classified as a service, market or performance condition, and as a result, such awards are classified as a liability. In accordance with ASC 718, "Compensation - Stock Compensation," stock-based compensation expense of $2.2 million previously incurred on the original awards was reversed in the personnel costs line in the consolidated statements of operations in the second quarter of 2023. The modified awards vested and were issued on May 20, 2024. As such, the Company extinguished the liability for the modified awards as of the issuance date.

On August 3, 2023, the compensation committee of the Company's board of directors granted RSUs totaling approximately 1.0 million shares. The RSUs are subject to time-based vesting, with 50% of the RSUs vesting on the six-month anniversary of the award date, and the remainder vest in four consecutive, equal, quarterly installments such that the award is fully vested on the 18-month anniversary of the award date; provided the awardee is continuously employed through such date as applicable.

Stock-based compensation expense for the three months ended June 30, 2024 and 2023 was $3.8 million and $2.8 million, respectively. Stock-based compensation expense for the six months ended June 30, 2024 and 2023 was $8.5 million and $7.8 million, respectively.

Stock options (ISO and NSO)

During the six months ended June 30, 2024, the Company had the following stock option activity:

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

Outstanding as of December 31, 2023		402,028		$	14.08		5.62	$	54
Granted		—			—		—
Exercised		—			—		—
Cancelled or forfeited		(12,641	)		17.67		—
Outstanding as of June 30, 2024		389,387		$	13.96		5.29	$	75

Options exercisable as of June 30, 2024		383,182		$	13.90		5.27	$	75

As of June 30, 2024, there was $0.8 million of stock-based compensation expense that had yet to be recognized related to nonvested stock option grants.

RSAs, RSUs and PRSUs

During the six months ended June 30, 2024, the Company had the following non-vested RSA, RSU and PRSU activity:

	*Number of*			*Average*
	*RSAs, RSUs*			*Grant Date*
	*and PRSUs*			*Fair Value ($)*
Non-vested at December 31, 2023		1,807,329		$	18.59
Granted		11,780			4.49
Vested		(812,009	)		16.17
Adjustment for PRSUs expected to vest		—			—
Cancelled or Forfeited		(25,591	)		38.08
Non-vested at June 30, 2024		981,509		$	19.91

As of June 30, 2024, there was $17.3 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	$	23.00
Expected volatility		75.0	%
Risk-free interest rate		3.14	%
Expected term		3.9
Expected dividend yield		—	%

During the six months ended June 30, 2024, the Company had the following non-vested market-based award activity:

	*Number of*		*Average*
	*Market-based*		*Grant Date*
	*awards*		*Fair Value ($)*
Non-vested at December 31, 2023		97,413	$	7.92
Granted		—		—
Vested		—		—
Cancelled or Forfeited		—		—
Non-vested at June 30, 2024		97,413	$	7.92

As of June 30, 2024, there was $0.2 million of stock-based compensation expense that had yet to be recognized related to nonvested market-based awards.

Note 6 - Liability for Loss and Loss Adjustment Expenses - Summary of Changes in Liability for Loss and Loss Adjustment Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Balance at the beginning of the year			$ 81,894	$ 81,873
Current year			6,471	7,483
Prior years			(4,558)	1,134
Total provision for claims	$ 1,183	$ 5,330	1,913	8,617
Current year			(742)	(178)
Prior years			(8,248)	(6,921)
Total paid losses			(8,990)	(7,099)
Balance at the end of the period	$ 74,817	$ 83,391	$ 74,817	$ 83,391
Provision for claims as a percentage of net written premiums	1.40%	5.90%	1.40%	5.90%

Note 17 - Leases - Sublease Payments Receivable (Details) $ in Thousands	Jun. 30, 2024 USD ($)
2024	$ 548
2025	1,035
2026	1,067
2027	1,100
Total sublease payments	3,750
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member]
2024	340
2025	389
2026	131
2027	24
Total sublease payments	$ 884

Note 4 - Investments and Fair Value Measurements - Valuation Assumptions (Details)	Jun. 30, 2024 $ / shares	Mar. 28, 2024 $ / shares
Stock price at issuance (in dollars per share)	$ 23	$ 6.29
Sponsor Covered Shares [Member]
Stock price at issuance (in dollars per share)	$ 6.07
Sponsor Covered Shares [Member] \| Measurement Input, Price Volatility [Member]
Liability, measurement input	0.65
Sponsor Covered Shares [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Liability, measurement input	0.044
Sponsor Covered Shares [Member] \| Measurement Input, Expected Term [Member]
Liability, measurement input	7.1
Sponsor Covered Shares [Member] \| Measurement Input, Expected Dividend Rate [Member]
Liability, measurement input	0

Note 3 - Business Combinations and Divestitures (Details Textual)					3 Months Ended	6 Months Ended
	Mar. 28, 2024 USD ($) $ / shares	May 19, 2023 USD ($)	Jul. 28, 2021 $ / shares shares	Jan. 07, 2019 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Jul. 14, 2023 USD ($)	Sep. 03, 2021 shares	Dec. 04, 2020 $ / shares shares
Common Stock, Shares, Outstanding (in shares) \| shares					14,074,805	14,074,805	13,524,203
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Outstanding (in shares) \| shares					0	0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) \| shares									693,333
Goodwill					$ 23,413,000	$ 23,413,000	$ 23,413,000
Share Price (in dollars per share) \| $ / shares	$ 6.29				$ 23	$ 23
Prepaid Expense and Other Assets					$ 8,613,000	$ 8,613,000	$ 4,614,000
Lennar Corporation [Member]
Percentage of Voting Power in Agreement	25.00%
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Consideration					25,629,000	25,629,000
Proceeds from Sale of Productive Assets						13,145,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] \| Hamilton National Title LLC d/b/a Near North Title Group [Member]
Deferred Income								$ 2,100,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings					(600,000)	(400,000)
West Coast Local Retail Branch Sale [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] \| Williston Financial Group LLC (WFG) [Member]
Disposal Group, Including Discontinued Operation, Consideration		$ 24,500,000			21,428,000	21,428,000
Proceeds from Sale of Productive Assets		10,500,000				10,500,000
Disposal Group, Including Discontinued Operation, Consideration, Deferred Payment		$ 14,000,000
Disposal Group, Including Discontinued Operation, Consideration, Deferred Payment, Period After 12 Year (Day)		30 days
Number of Retail Title Locations and Operations Centers Sold		22
Entity Number of Employees		123
North American Title Acquisition [Member]
Business Combination, Consideration Transferred				$ 171,700,000
Business Combination, Consideration Transferred, Liabilities Incurred				87,000,000
Goodwill				$ 111,500,000
Topco [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.0001
Share Price (in dollars per share) \| $ / shares	$ 6.29
Business Combination, Acquisition Related Costs						5,600,000
Other Payments to Acquire Businesses						1,000,000
Prepaid Expense and Other Assets					$ 5,000,000	$ 5,000,000
Topco [Member] \| Maximum [Member]
Merger Agreement, Termination Fee	$ 3,188,734
Public Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) \| shares					460,000	460,000	460,000			11,500,000
Class of Warrant or Right, Number of Securities Called by Each Twenty-Five Warrant or Right (in shares) \| shares					1	1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares					$ 287.5	$ 287.5
Private Placement Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) \| shares					233,333	233,333				5,833,333
Class of Warrant or Right, Number of Securities Called by Each Twenty-Five Warrant or Right (in shares) \| shares					1	1				1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares					$ 287.5	$ 287.5				$ 287.5
Sponsor Covered Shares [Member]
Common Stock, Shares, Outstanding (in shares) \| shares			53,026		53,026	53,026
Reverse Recapitalization, Contingent Consideration, Percentage Of Shares Subject To Vesting			20.00%
Reverse Recapitalization, Contingent Consideration, Threshold Period Of Change In Control (Year)			10 years
Sponsor Covered Shares [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Reverse Recapitalization, Contingent Consideration, Stock Price Trigger (in dollars per share) \| $ / shares			$ 375
Sponsor Covered Shares [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Reverse Recapitalization, Contingent Consideration, Stock Price Trigger (in dollars per share) \| $ / shares			$ 437.5
Earnout Shares [Member]
Reverse Recapitalization, Contingent Consideration, Additional Shares Receivable, Percentage			5.00%

Note 15 - Research and Development (Tables)

6 Months Ended

Jun. 30, 2024

Schedule Of Research And Development Expenses [Table Text Block]

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2024*		*2023*		*2024*		*2023*
Research and development expenses incurred	$	743	$	2,127	$	1,780	$	3,354
Capitalized internally developed software costs		1,340		2,077		2,824		4,736
Research and development spend, inclusive of capitalized internally developed software cost	$	2,083	$	4,204	$	4,604	$	8,090

Note 12 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Escrow Deposit Contingent Liability [Member]
Loss Contingency, Estimate of Possible Loss	$ 3.6	$ 11.0

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024	Jun. 30, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]		Item 5. Other Information None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Note 13 - Accrued Expenses and Other Liabilities (Details Textual) $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 02, 2023	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Number Of Workforce Reduction Plans							3
Contract Termination [Member]
Restructuring And Related Cost, Accelerated Contract Charges		$ 0	$ 0			$ 1,300	$ 5,200
Restructuring Reserve		2,500		$ 2,500
Workforce Reduction Plan [Member]
Restructuring and Related Cost, Number of Positions Eliminated	70						1,076
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent	17.00%						52.00%
Workforce Reduction Plan [Member] \| Contract Termination [Member]
Restructuring and Related Cost, Incurred Cost		$ 0	$ 1,500	$ 0	$ 2,300

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Revenues:

^[1]

$ 75,408

$ 78,962

$ 138,921

$ 145,732

^[2]

922

798

1,993

1,762

1,316

1,519

2,799

2,597

77,646

81,279

143,713

150,091

Expenses:

Title examination expense

^[3],[4]

62,172

64,770

114,563

119,307

1,173

1,241

2,031

1,974

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

441

Operating loss from continuing operations

88,694

100,463

167,896

196,396

(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