Fair Value

12 Months Ended

Dec. 31, 2023

Note 4. Fair Value

The following table details the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis:


	Fair Value Measurement as of December 31, 2023
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Money market mutual funds	$	165,744	$	—	$	—	$	165,744
Debt securities:
U.S. Treasuries	43,696		—		—		43,696
Obligations of states, municipalities and political subdivisions	—		17,420		—		17,420
Corporate bonds	—		50,041		—		50,041
Residential and commercial mortgage-backed securities	—		24,601		—		24,601
Other loan-backed and structured securities	—		3,418		—		3,418
	$	209,440	$	95,480	$	—	$	304,920
Liabilities
Contingent consideration - business combinations (1)	$	—	$	—	$	18,455	$	18,455

Private warrant liability	—		—		1,151		1,151
Embedded derivatives	—		—		28,131		28,131
	$	—	$	—	$	47,737	$	47,737


	Fair Value Measurement as of December 31, 2022
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Money market mutual funds	$	6,619	$	—	$	—	$	6,619
Debt securities:
U.S. Treasuries	35,322		—		—		35,322
Obligations of states, municipalities and political subdivisions	—		10,225		—		10,225
Corporate bonds	—		28,227		—		28,227
Residential and commercial mortgage-backed securities	—		11,533		—		11,533
Other loan-backed and structured securities	—		6,334		—		6,334
	$	41,941	$	56,319	$	—	$	98,260
Liabilities
Contingent consideration - business combinations (2)	$	—	$	—	$	24,546	$	24,546
Contingent consideration - earnout	—		—		44		44
Private warrant liability	—		—		707		707
	$	—	$	—	$	25,297	$	25,297

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(1)The Consolidated Balance Sheets include $14.8 million in accrued expenses and other current liabilities and $3.7 million in other liabilities as of December 31, 2023, for contingent consideration related to business combinations.

(2)The Consolidated Balance Sheets include $1.4 million in accrued expenses and other current liabilities and $23.2 million in other liabilities as of December 31, 2022, for contingent consideration related to business combinations.

Financial Assets

Money market mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. As the funds are generally maintained at a net asset value which does not fluctuate, cost approximates fair value. These are included with U.S. Treasuries as Level 1 measurements in the table above. The fair values for available-for-sale fixed-maturity securities are based upon prices provided by an independent pricing service and included as Level 2 measurements in the table above. We have reviewed these prices for reasonableness and have not adjusted any prices received from the independent provider. Level 2 securities represent assets whose fair value is determined using observable market information such as previous day trade prices, quotes from less active markets or quoted prices of securities with similar characteristics. There were no transfers between Level 1 and Level 2.

Contingent Consideration – Business Combinations

We estimated the fair value of the business combination contingent consideration related to the Floify LLC (“Floify”) acquisition in October 2021 and triggered by stock price milestones using the Monte Carlo simulation method. The fair value is based on the simulated market price of our common stock through the maturity date of December 31, 2024. As of December 31, 2023, the key inputs used to determine the fair value of $14.0 million included the stock price of $3.08 per share, strike price of approximately $36 per share, discount rate of 27.9% and volatility of 90%. As of December 31, 2022, the key inputs used in the determination of the fair value of $15.5 million included the stock price of $1.88 per share, strike price of approximately $36 per share, discount rate of 10.3% and volatility of 95%.

We estimated the fair value of the business combination contingent consideration based on specific metrics related to the acquisition of Residential Warranty Services (“RWS”) in April 2022, using the discounted cash flow method. The fair value is based on a percentage of revenue over the maturity date of the contingent consideration. As of December 31, 2023, the key inputs used to determine the fair value of $4.4 million were management’s cash flow estimates and the discount rate of 17%. As of December 31, 2022, the key inputs used to determine the fair value of $9.0 million were management’s cash flow estimates and the discount rate of 17%.

Contingent Consideration - Earnout

On July 30, 2020, Porch.com, Inc. (“Legacy Porch”) entered into a definitive agreement (as amended, the “Merger Agreement”) with PropTech Acquisition Corporation (“PTAC”), a special purpose acquisition company, whereby the parties agreed to merge, resulting in the parent of Porch.com, Inc. becoming a publicly listed company under the name Porch Group, Inc. This merger (the “Merger”) closed on December 23, 2020. Upon the Merger, 6 million restricted common shares, subject to vesting and cancellation provisions, were issued to holders of pre-Merger Porch common stock (the “earnout shares”). The earnout shares were issued in three equal tranches with separate market vesting conditions prior to the third anniversary of the Merger. One-third of the earnout shares met the market vesting condition when our common stock had a closing price of greater than or equal to $18.00 per share over 20 trading days within a thirty-consecutive trading day period in the first quarter of 2021. An additional third vested when our common stock had a closing price of greater than or equal to $20.00 per share over the same measurement criteria in the fourth quarter of 2021. The final third never vested as our common stock did not reach a closing price of greater than or equal to $22.00 per share over the same measurement criteria. The earnout contingent consideration period ended December 23, 2023, and the remaining liability of less than $0.1 million was subsequently written off. In prior years, we estimated the fair value using the Monte Carlo simulation method and was based on the simulated market price of our common stock until the maturity date of the contingent consideration and increased by certain employee forfeitures. As of December 31, 2022, the key inputs used in the determination of the fair value included exercise price of $22.00 per share, volatility of 100%, forfeiture rate of 15% and stock price of $1.88 per share.

Private Warrants

We estimated the fair value of the private warrants using the Black-Scholes-Merton option pricing model. As of December 31, 2023, the key inputs used to determine the fair value included exercise price of $11.50 per share, expected volatility of 95%, remaining contractual term of 1.98 years, and stock price of $3.08 per share. As of December 31, 2022, the key inputs used to determine the fair value included exercise price of $11.50 per share, expected volatility of 90%, remaining contractual term of 2.98 years, and stock price of $1.88 per share.

Embedded Derivatives

In connection with the issuance of senior secured convertible notes in April 2023 (see Note 7, Debt, for more information) and in accordance with ASC 815-15, Derivatives and Hedging – Embedded Derivatives, certain features of the senior secured convertible notes were bifurcated and accounted for separately from the notes. The following features are recorded as derivatives.

•Repurchase option. If more than $30 million aggregate principal amount of the 2026 Notes remains outstanding on June 14, 2026, the 2028 Note holders have the right to require us to repurchase for cash on June 15, 2026, all or any portion of their 2028 Notes, in principal amounts of one thousand dollars or an integral number thereof, at a repurchase price equal to 106.5% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

•Fundamental change option. If we undergo a fundamental change, as defined in the indenture governing the 2028 Notes and subject to certain conditions, holders of the 2028 Notes have the right to require us to repurchase for cash all or any portion of their 2028 Notes, in principal amounts of one thousand dollars or an integral multiple thereof, at a repurchase price equal to 105.25% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. A fundamental change includes events such as a change in control, recapitalization, liquidation, dissolution, or delisting.

•Asset sale repurchase option. If we sell assets and receive net cash proceeds of $2.5 million in excess of the Asset Sale Threshold (as defined below) (such excess net cash proceeds, the “Excess Proceeds”), we must offer to all holders of 2028 Notes to repurchase their 2028 Notes for an aggregate amount of cash equal to 50% of such Excess Proceeds at a repurchase price per 2028 Note equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the relevant purchase date, if any. “Asset Sale Threshold” means $20.0 million in the aggregate, provided that on and after the date on which the cumulative net cash proceeds received by the Company and its restricted subsidiaries from the sale of assets after April 20, 2023 exceeds $20.0 million in the aggregate, the “Asset Sale Threshold” means $0.

The inputs for determining fair value of the embedded derivatives are classified as Level 3 inputs. Level 3 fair value is based on unobservable inputs based on the best information available. These inputs include the probabilities of a repurchase, a fundamental change, and qualifying asset sales, ranging from 1% to 50%.

Level 3 Rollforward

Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value, and such changes could result in a significant increase or decrease in the fair value.

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


	Contingent Consideration - Earnout		Contingent Consideration - Business Combinations		Embedded Derivatives		Private Warrant Liability
Fair value as of December 31, 2022	$	44	$	24,546	$	—	$	707
Additions	—		—		23,870		—
Settlements	—		(427)		—		—
Change in fair value, loss (gain) included in net loss(1)	(44)		(5,664)		4,261		444
Fair value as of December 31, 2023	$	—	$	18,455	$	28,131	$	1,151


	Contingent Consideration - Earnout		Contingent Consideration - Business Combinations		Private Warrant Liability
Fair value as of December 31, 2021	$	13,866	$	9,617	$	15,193
Additions	—		8,700		—
Settlements	—		(715)		—
Change in fair value, loss (gain) included in net loss(1)	(13,822)		6,944		(14,486)
Fair value as of December 31, 2022	$	44	$	24,546	$	707

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(1)Changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Changes in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the Consolidated Statements of Operations and Comprehensive Loss. Changes in the fair value of the embedded derivatives are included in change in fair value of derivatives in the Consolidated Statements of Operations and Comprehensive Loss.

Fair Value Disclosure

As of December 31, 2023 and 2022, the fair value of the 2026 Notes (see Note 7, Debt, for more information) was $73.1 million and $238.6 million, respectively. The decrease of $165.5 million is primarily due to volatility of the stock price since December 31, 2022. As of December 31, 2023, the fair value of the 2028 Notes (see Note 7, Debt, for more information) was $196.7 million. The fair values of the line of credit, advance funding arrangement and other notes approximate the unpaid principal balance. All debt, other than the convertible notes which are Level 2, is considered a Level 3 measurement.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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