# Root, Inc.: Form 10-Q for the period ended Jun 30, 2023

- Company: [Root, Inc.](/companies/root.md) (CIK 1788882)
- Form: 10-Q
- Filed: 2023-08-02
- Accepted by EDGAR: Aug 2, 2023, 16:10 ET
- Period: 2023-06-30
- Accession: 0001628280-23-026759
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1788882/000162828023026759/root-20230630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1788882/000162828023026759/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-04-01 to 2023-06-30 | $74.8m | us-gaap:Revenues |
| Revenue | 6 months, 2023-01-01 to 2023-06-30 | $144.9m | us-gaap:Revenues |
| Operating income | 3 months, 2023-04-01 to 2023-06-30 | −$25.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2023-01-01 to 2023-06-30 | −$55.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2023-04-01 to 2023-06-30 | $11.5m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2023-01-01 to 2023-06-30 | $22.6m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-04-01 to 2023-06-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2023-01-01 to 2023-06-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-04-01 to 2023-06-30 | −$36.7m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2023-01-01 to 2023-06-30 | −$77.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-04-01 to 2023-06-30 | −$2.55 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2023-01-01 to 2023-06-30 | −$5.43 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-04-01 to 2023-06-30 | −$2.55 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2023-01-01 to 2023-06-30 | −$5.43 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-04-01 to 2023-06-30 | 14,400,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2023-01-01 to 2023-06-30 | 14,300,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2023-01-01 to 2023-06-30 | −$94.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2023-01-01 to 2023-06-30 | $200.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2023-06-30 | $628.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2023-06-30 | $1.19bn | us-gaap:Assets |
| Total liabilities | at 2023-06-30 | $868.5m | us-gaap:Liabilities |
| Long-term debt | at 2023-06-30 | $297.4m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2023-06-30 | $214.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 59,286 characters.

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission, or SEC, on February 22, 2023, or the 2022 10-K. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading “Risk Factors” in this Quarterly Report on Form 10-Q and in the 2022 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.*

### Our Business

Root is a tech-enabled insurance company revolutionizing personal insurance with a pricing model based upon fairness and a modern customer experience. We operate primarily a direct-to-consumer model in which we currently acquire the majority of our customers through mobile applications. We are also focused on expanding our embedded insurance platform, where we acquire customers through strategic partnerships.

We believe the Root advantage is derived from our unique ability to efficiently and effectively bind auto insurance policies quickly, through direct and embedded channels, aided by segmenting individual risk based on complex behavioral data and proprietary telematics. Our customer experience is built for ease of use and a product offering made possible with our full-stack insurance structure. These are all uniquely integrated into a single cloud-based technology platform that captures the entire insurance value chain—from customer acquisition to underwriting to claims and administration to ongoing customer engagement.

Our model benefits from portfolio maturity. As we scale the business and develop our embedded products, our results are disproportionately weighted towards new customers compared to traditional insurance carriers. As we build an underlying base of recurring customers, we expect the following financial impacts:

- ***Improved loss ratio.*** Renewal premiums, referring to premiums from a customer’s second term and beyond, have lower loss ratios as compared to new premiums in the customer’s first term. As we grow our business, we anticipate, consistent with industry norms, that a greater proportion of our premiums will be from customer renewals and drive down the loss ratio across our portfolio. We also continue to revise contracts to tighten underwriting and implement rate increases to control the impact of increased loss costs.
- ***Reduced marketing as a percentage of premium***. Certain recurring customer premiums have no associated customer acquisition costs and minimal underwriting costs, driving profitability. As we grow our business, we anticipate, consistent with industry norms, that a greater proportion of our premiums will be from customer renewals without associated marketing costs.
- ***Increased revenue per customer***. Over time we expect to refine our fee schedules to be more consistent with industry norms. This, paired with strengthened underwriting, will facilitate the opportunity to generate additional fee revenue per customer.

We use technology to drive efficiency across all functions, including distribution, underwriting, policy administration and claims in particular. We believe this allows us to operate with a cost to acquire and cost to serve advantage. We continue to develop machine learning loss models, which allows us to respond more quickly to changes in the market, improve pricing segmentation and take appropriate and timely rate actions. We efficiently acquire customers directly through multiple channels, including embedded, digital (performance), channel media, referrals and agency. Our evolving acquisition strategy includes utilizing our embedded platform through current and future embedded partners. Traditionally, our marketing costs have historically been well below industry averages, although in any given period, these costs can vary by acquisition strategy, channel mix, by state, or due to seasonality or due to the competitive environment. Today, we acquire the vast majority of our customers through mobile applications and our embedded platform. We believe that through prudent investment in and diversification of our marketing channels, including a focus on embedded insurance through our current and future strategic partners, and leveraging proprietary data science and technology will position us for more sustainable, long-term and profitable growth.

As a full-stack insurance company, we currently employ a “capital-efficient” model, which utilizes a variety of reinsurance structures at elevated levels of reinsurance. These reinsurance structures deliver three core objectives (1) top-line growth without a commensurate increase in regulatory capital requirements, (2) support of customer acquisition costs and (3) protection from outsized losses or tail events. We expect to maintain an elevated level of third-party quota share reinsurance while scaling our business in order to operate a capital-efficient business model. As our business scales, we expect to have the flexibility to reduce our quota share levels to maximize the return to shareholders.

Given the significant impact of reinsurance on our results of operations, we use certain gross basis key performance indicators to manage and measure our business operations and enhance investor understanding of our business model prior to reinsurance. We believe our long-term success will be apparent through the progression of our gross metrics. Results of operations on a gross basis alone are not achievable under our regulatory landscape given our historical top-line growth and resulting capital requirements, which are relieved, in part, by obtaining reinsurance.

In addition to our gross basis metrics, management uses adjusted earnings before interest, tax, depreciation and amortization, or adjusted EBITDA, as an integral part of managing our business. We believe adjusted EBITDA provides investors with useful insight into our business because such measure eliminates the effects of certain charges that are not directly attributable to our underlying operating performance. For additional information, including definitions of these key metrics, see “— Key Performance Indicators” and for reconciliations of Direct Contribution and adjusted EBITDA to the most directly comparable generally accepted accounting principles in the United States, or GAAP, metric, see “— Non-GAAP Financial Measures.”

### Recent Developments Affecting Comparability

### General Macroeconomic Factors

Economic instability has led to acute inflationary pressures, supply chain disruptions, rising interest rates, a downturn in equity markets and bank failures. There is a risk of inflation remaining elevated for an extended period, which could cause claims and claim expenses to increase, impact the performance of our investment portfolio or have other adverse effects. We have seen an increase in repairable and medical costs. These cost increases have resulted in greater claims severity. We continue to file in multiple states to establish rates that more closely follow the evolving loss cost trends. Rising interest rates have increased the cost of capital and may limit our ability to raise additional capital.

### Comprehensive Reinsurance

We expect to continue to utilize reinsurance in the future. Our diversified approach to reinsurance allows us to optimize capital requirements while remaining flexible in response to changes in market conditions or changes specific to our own business. We may choose to amend, commute, and/or non-renew certain third-party reinsurance arrangements, which may result in us retaining more of our business in the future. To the extent we retain a larger share of our book of business, our capital requirements may increase.

### Key Performance Indicators

We regularly review a number of metrics, including the following key performance indicators, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these non-GAAP and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP. See the section titled “— Non-GAAP Financial Measures” for additional information regarding our use of direct contribution and adjusted EBITDA and their reconciliations to the most directly comparable GAAP measures.

*(dollars in millions, except premiums per policy)*

|  | Three Months Ended June 30, 2023 | 2022 | Six Months Ended June 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Policies in force | 203,840 | 297,716 | 203,840 | 297,716 |
| Premiums per policy | $1,353 | $1,077 | $1,353 | $1,077 |
| Premiums in force | $551.6 | $641.3 | $551.6 | $641.3 |
| Gross premiums written | $145.0 | $140.1 | $279.7 | $327.3 |
| Gross premiums earned | $131.5 | $170.8 | $261.6 | $345.5 |
| Gross profit/(loss) | $12.7 | $(7.5) | $18.2 | $(19.8) |
| Net loss | $(36.7) | $(95.5) | $(77.6) | $(173.0) |
| Direct contribution | $29.3 | $(0.2) | $47.9 | $6.2 |
| Adjusted EBITDA | $(11.9) | $(63.2) | $(23.2) | $(115.0) |
| Net loss and LAE ratio | 93.1% | 128.1% | 99.1% | 125.8% |
| Net expense ratio | 57.4% | 89.2% | 56.6% | 80.0% |
| Net combined ratio | 150.5% | 217.3% | 155.7% | 205.8% |
| Gross loss ratio | 65.5% | 87.0% | 68.4% | 85.6% |
| Gross LAE ratio | 10.0% | 9.9% | 10.6% | 9.5% |
| Gross expense ratio | 42.7% | 54.8% | 41.5% | 48.5% |
| Gross combined ratio | 118.2% | 151.7% | 120.5% | 143.6% |
| Gross accident period loss ratio | 68.2% | 84.8% | 68.6% | 83.1% |

### Policies in Force

We define policies in force as the number of current and active auto insurance policyholders underwritten by us as of the period end date. We view policies in force as an important metric to assess our financial performance because policy growth drives our revenue growth, expands brand awareness, deepens our market penetration, and generates additional data to continue to improve the functioning of our platform.

### Premiums per Policy

We define premiums per policy as the ratio of gross premiums written on auto insurance policies in force at the end of the period divided by policies in force. We view premiums per policy as an important metric since the higher the premiums per policy the greater the amount of earned premium we expect from each policy.

### Premiums in Force

We define premiums in force as premiums per policy multiplied by policies in force multiplied by two. We view premiums in force as an estimate of annualized run rate of gross premiums written as of a given period. Since our auto policies are six-month policies, we multiply this figure by two in order to determine an annualized amount of premiums in force. We view this as an important metric because it is an indicator of the size of our portfolio of policies as well as an indicator of expected earned premium over the coming 12 months. Premiums in force is not a forecast of future revenue nor is it a reliable indicator of revenue expected to be earned in any given period. We believe that our calculation of premiums in force is useful to investors and analysts because it captures the impact of fluctuations in customers and premiums per policy at the end of each reported period, without adjusting for known or projected policy updates, cancellations and non-renewals.

### Gross Premiums Written

We define gross premiums written, as the total amount of gross premium on policies that were bound during the period less the prorated impact of policy cancellations. Gross premiums written includes direct premiums and assumed premiums. We view gross premiums written as an important metric because it is the metric that most closely correlates with changes in gross premiums earned. We use gross premiums written, which excludes the impact of premiums ceded to reinsurers, to manage our business because we believe that it reflects the business volume and direct economic benefit generated by our customer acquisition activities, which along with our underlying underwriting and claims operations (gross loss ratio and gross LAE) are the key drivers of our future profit opportunities. Additionally, premiums ceded to reinsurers can change significantly based on the type and mix of reinsurance structures we use, and, as such, we have the optionality to fully retain the premiums from customers acquired in the future.

### Gross Premiums Earned

We define gross premiums earned as the amount of gross premium that was earned during the period. Premiums are earned over the period in which insurance protection is provided, which is typically six months. Gross premiums earned includes direct premiums and assumed premiums. We view gross premiums earned as an important metric as it allows us to evaluate our premium levels prior to the impacts of reinsurance. It is the primary driver of our consolidated GAAP revenues. As with gross premiums written, we use gross premiums earned, which excludes the impact of premiums ceded to reinsurers to manage our business, because we believe that it reflects the business volume and direct economic benefit generated by our customer acquisition activities, which along with our underlying underwriting and claims operations (gross loss ratio and gross LAE) are the key drivers of our future profit opportunities.

### Gross Profit/(Loss)

We define gross profit/(loss) as total revenue minus net loss and LAE and other insurance expense (benefit). We view gross profit/(loss) as an important metric because we believe it is informative of the financial performance of our core insurance business.

### Direct Contribution

We define direct contribution, a non-GAAP financial measure, as gross profit/(loss) excluding net investment income, net realized (losses) gains on investments, report costs, overhead allocated based on headcount, or Overhead, and salaries, health benefits, bonuses, employee retirement plan-related expenses and employee share-based compensation expense, or Personnel Costs, licenses, net commissions, professional fees and other expenses, ceded premiums earned, ceded loss and LAE, and net ceding commission and other. Net ceding commission and other is comprised of ceding commission received in connection with reinsurance ceded, partially offset by amortization of excess ceding commission, and other impacts of reinsurance ceded, which are included in other insurance expense. After these adjustments, the resulting calculation is inclusive of only those gross variable costs of revenue incurred on the successful acquisition of business. We view direct contribution as an important metric because we believe it measures progress towards the profitability of our total policy portfolio prior to the impact of reinsurance.

See the section titled “— Non-GAAP Financial Measures” for a reconciliation of total revenue to direct contribution.

### Adjusted EBITDA

We define adjusted EBITDA, a non-GAAP financial measure, as net loss excluding interest expense, income tax expense, depreciation and amortization, share-based compensation, warrant compensation expense, restructuring charges, write-off of prepaid marketing expenses, legal fees and other items that do not reflect our ongoing operating performance. After these adjustments, the resulting calculation represents expenses directly attributable to our operating performance. We use adjusted EBITDA as an internal performance measure in the management of our operations because we believe it provides management and other users of our financial information useful insight into our results of operations and underlying business performance. Adjusted EBITDA should not be viewed as a substitute for net loss calculated in accordance with GAAP, and other companies may define adjusted EBITDA differently.

See the section titled “— Non-GAAP Financial Measures” for a reconciliation of net loss to adjusted EBITDA.

### Net Loss and LAE Ratio

We define net loss and LAE ratio expressed as a percentage, as the ratio of net loss and LAE to net premiums earned. We view net loss and LAE ratio as important metric because it allows us to evaluate loss trends as a percentage of net premiums and believe it is useful for investors to evaluate those separately from other operating expenses.

### Net Expense Ratio

We define net expense ratio expressed as a percentage, as the ratio of all operating expenses less loss and LAE and less fee income to net premiums earned. We view net expense ratio as important because it allows us to analyze our expense and acquisition trends, net of fee income, and allows investors to evaluate these expenses exclusive of our loss and LAE expenses.

### Net Combined Ratio

We define net combined ratio expressed as a percentage, as the sum of net loss and LAE ratio and net expense ratio. We view net combined ratio as important because it allows us to analyze our underwriting result trends and is a key indicator of overall profitability and health of the overall business. We believe it is useful to investors to evaluate these components separately and in the aggregate when reviewing our underwriting performance. A net combined ratio under 100% indicates an underwriting profit, while a net combined ratio greater than 100% indicates an underwriting loss.

### Gross Loss Ratio

We define gross loss ratio expressed as a percentage, as the ratio of gross losses to gross premiums earned. Gross loss ratio excludes LAE. We view gross loss ratio as an important metric because it allows us to evaluate incurred losses and LAE separately prior to the impact of reinsurance.

### Gross LAE Ratio

We define gross LAE ratio expressed as a percentage, as the ratio of gross LAE to gross premiums earned. We view gross LAE ratio as an important metric because it allows us to evaluate incurred losses and LAE separately. Currently, we do not cede any of our LAE to our third-party quota share reinsurance treaties; therefore, we actively monitor LAE ratio as it has a direct impact on our results regardless of our reinsurance strategy.

### Gross Expense Ratio

We define gross expense ratio expressed as a percentage as the ratio of gross operating expenses less loss and LAE and less fee income to gross premiums earned. We view gross expense ratio as important because it allows us to analyze the underlying expense base of the business and establish expense targets, prior to the impact of reinsurance. We believe gross expense ratio is useful for investors to further evaluate business health and performance, prior to the impact of reinsurance.

### Gross Combined Ratio

We define gross combined ratio expressed as a percentage as the sum of the gross loss ratio, gross LAE ratio and gross expense ratio. We view gross combined ratio as important because it allows us to evaluate financial performance and establish targets that we believe more closely reflect the underlying performance and profitability of the business prior to reinsurance. Further, we believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our gross underwriting performance. A gross combined ratio under 100% indicates an underwriting profit while a gross combined ratio greater than 100% indicates an underwriting loss, prior to the impact of reinsurance.

### Gross Accident Period Loss Ratio

Gross accident period loss ratio, expressed as a percentage, represents all losses and claims expected to arise from insured events that occurred during the applicable period regardless of when they are reported and finally settled divided by gross premiums earned for the same period. Changes to our loss reserves are the primary driver of the difference between our gross accident period loss ratio and gross loss ratio. We believe that gross accident period loss ratio is useful in evaluating expected losses prior to the impact of reinsurance.

### Components of Our Results of Operations

### Revenue

We generate revenue from net premiums earned, net investment income, net realized (losses) gains on investments, fee income and other income.

### Net Premiums Earned

Premiums written are deferred and earned pro rata over the policy period. Net premiums earned represents the earned portion of our gross premiums written, less the earned portion that is ceded to third-party reinsurers under our reinsurance agreements. We expect net premiums earned to decrease in the short-term as our policies in force decrease continues to outpace premiums written from new business. In the near-term, we expect to grow new writings with our embedded products and greater premiums per policy to generate growth in net premiums earned.

### Net Investment Income

Net investment income represents interest earned from our fixed maturity and short-term investments, cash and cash equivalents and unrealized gains and losses from our private equity investments less investment expenses. Net investment income is directly correlated with the overall size of our investment portfolio, market level of interest rates and changes in the fair value of our private equity investments. Net investment income will vary with the size and composition of our investment portfolio, market returns and the investment strategy.

### Net Realized (Losses) Gains on Investments

Net realized (losses) gains on investments represents the difference between the amount received by us on the sale of an investment as compared to the investment’s amortized cost basis.

### Fee Income

For those policyholders who pay premiums on an installment basis, we charge a flat fee for each installment related to the additional administrative costs associated with processing more frequent billing. We recognize this fee income in the period in which we process each installment.

### Other Income

Other income is primarily comprised of revenue earned from distributing website and mobile application policy inquiry leads in geographies where we do not have a presence, recognized when we generate the lead; commissions earned for homeowners policies placed with third-party insurance companies where we have no exposure to the insured risk, recognized on the effective date of the associated policy.

### Operating Expenses

Our operating expenses consist of loss and LAE, sales and marketing, other insurance expense (benefit), technology and development, and general and administrative expenses.

### Loss and Loss Adjustment Expenses

Loss and LAE include the costs incurred for claims, payments made and estimated future payments to be made to or on behalf of our policyholders, including expenses needed to adjust or settle claims, net of amounts ceded to reinsurers. Loss and LAE include an amount determined using adjuster determined case-base estimates for reported claims and actuarial determined unpaid claim estimates using past experience and historical emergence patterns for unreported losses and LAE. These reserves are a liability established to cover the estimated ultimate cost to settle insured losses. The unpaid loss estimates consider loss trends, mix of business, and other risk factors impacting claims settlement. The method used to estimate unpaid LAE liability is based on claims transaction data, including the relative cost of adjusting and settling a range of claim types from express material damage claims to more complex injury cases.

Loss and LAE are net of amounts ceded to reinsurers. We enter into reinsurance contracts to limit our exposure to potential losses as well as to provide additional capacity to write more business. These expenses are a function of the size and term of the insurance policies we write and the loss experience associated with the underlying risks. Loss and LAE may be paid out over a period of years.

Various other expenses incurred during claims processing are considered LAE. These amounts include Personnel Costs for claims related employees; software expense; internally developed software amortization; and Overhead.

### Sales and Marketing

Sales and marketing expense includes spending related to performance and embedded channels, channel media, advertising, branding, public relations, sponsorship, consumer insights and referral fees. These expenses also include related Personnel Costs, Overhead and certain warrant compensation expense related to our embedded channel. We incur sales and marketing expenses for all product offerings. Sales and marketing are expensed as incurred. Certain warrant compensation expense is recognized on a pro-rata basis considering progress toward completing the Integrated Platform under the Carvana commercial agreement.

We plan to continue investing in and diversifying our marketing channels, including costs incurred related to our embedded channel, to attract and acquire new customers, increase our brand awareness, and expand our product offerings within certain markets. We expect that in the long term, our sales and marketing will decrease as a percentage of revenue as the proportion of renewals to our total business increases.

### Other Insurance Expense (Benefit)

Other insurance expense (benefit) includes underwriting expenses, credit card and policy processing expenses, premium write-offs, insurance license expenses, certain warrant compensation expense related to our embedded channel, and Personnel Costs and Overhead related to actuarial and certain data science activities. Other insurance expense also includes amortization of deferred acquisition costs like certain commissions, premium taxes and report costs related to the successful acquisition of a policy. Other insurance expense is expensed as incurred, except for costs related to deferred acquisition costs that are capitalized and subsequently amortized over the same period in which the related premiums are earned. These expenses are also recognized net of ceding commissions earned. Certain warrant compensation expense is recognized on a pro-rata basis considering progress toward achieving milestones for policies originated through the Integrated Platform as defined under the Carvana commercial agreement.

### Technology and Development

Technology and development expense consists of software development costs related to our mobile application and homegrown information technology systems; third-party services related to infrastructure support; Personnel Costs and Overhead for engineering, product, technology, and certain data science activities; and amortization of internally developed software. Technology and development is expensed as incurred, except for development and testing costs related to internally developed software that are capitalized and subsequently amortized over the expected useful life. Over time, we expect technology and development to decrease as a percentage of revenue.

### General and Administrative

General and administrative expenses primarily relate to external professional service expenses; Personnel Costs and Overhead for corporate functions; and depreciation expense for computers, furniture and other fixed assets; write-offs; and restructuring costs which include employee costs, real estate exit costs and other costs. General and administrative expenses are expensed as incurred. We expect general and administrative expenses to decrease as a percentage of total revenue over time.

### Non-Operating Expenses

### Interest Expense

Interest expense is not an operating expense; therefore, we include these expenses below operating expenses. Interest expense primarily relates to interest incurred on our long-term debt, certain fees that are expensed as incurred and amortization of debt issuance costs. In addition, changes in the fair value of warrant liabilities that were associated with our long-term debt are recorded as interest expense.

### Results of Operations

### Comparison of the Three Months Ended June 30, 2023 and 2022

The following table presents our results of operations for the periods indicated:

*(dollars in millions)*

| Revenues: | Three Months Ended June 30, 2023 | 2022 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net premiums earned | $63.9 | $74.7 | $(10.8) | (14.5)% |
| Net investment income | 6.8 | 0.7 | 6.1 | 871.4% |
| Net realized losses on investments | — | (0.1) | 0.1 | (100.0)% |
| Fee income | 3.8 | 4.4 | (0.6) | (13.6)% |
| Other income | 0.3 | 0.7 | (0.4) | (57.1)% |
| Total revenues | 74.8 | 80.4 | (5.6) | (7.0)% |
| Operating expenses: |  |  |  |  |
| Loss and loss adjustment expenses | 59.5 | 95.7 | (36.2) | (37.8)% |
| Sales and marketing | 6.1 | 21.4 | (15.3) | (71.5)% |
| Other insurance expense (benefit) | 2.6 | (7.8) | 10.4 | 133.3% |
| Technology and development | 11.1 | 17.9 | (6.8) | (38.0)% |
| General and administrative | 20.7 | 39.5 | (18.8) | (47.6)% |
| Total operating expenses | 100.0 | 166.7 | (66.7) | (40.0)% |
| Operating loss | (25.2) | (86.3) | 61.1 | (70.8)% |
| Interest expense | (11.5) | (9.2) | (2.3) | 25.0% |
| Loss before income tax expense | (36.7) | (95.5) | 58.8 | (61.6)% |
| Income tax expense | — | — | — | —% |
| Net loss | (36.7) | (95.5) | 58.8 | (61.6)% |
| Other comprehensive loss: |  |  |  |  |
| Changes in net unrealized losses on investments | (1.2) | (1.3) | 0.1 | (7.7)% |
| Comprehensive loss | $(37.9) | $(96.8) | $58.9 | (60.8)% |

### Revenue

### Net Premiums Earned

Net premiums earned decreased $10.8 million, or 14.5%, to $63.9 million for the three months ended June 30, 2023 compared to the same period in 2022. The decrease was primarily due to lower policies in force as a result of reduced marketing expenditures, partially offset by an increase in premium per policy resulting from rate actions.

During the three months ended June 30, 2023 and 2022, we ceded approximately 51.4% and 56.3% of our gross premiums earned to third-party reinsurers, respectively. The change in ceding percentage between periods was primarily driven by retaining a larger share of our book of business.

The following table presents gross premiums written, ceded premiums written, net premiums written, gross premiums earned, ceded premiums earned and net premiums earned for the three months ended June 30, 2023 and 2022:

*(dollars in millions)*

|  | Three Months Ended June 30, 2023 | 2022 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Gross premiums written | $145.0 | $140.1 | $4.9 | 3.5% |
| Ceded premiums written | (67.2) | (81.1) | 13.9 | (17.1)% |
| Net premiums written | 77.8 | 59.0 | 18.8 | 31.9% |
| Gross premiums earned | 131.5 | 170.8 | (39.3) | (23.0)% |
| Ceded premiums earned | (67.6) | (96.1) | 28.5 | (29.7)% |
| Net premiums earned | $63.9 | $74.7 | $(10.8) | (14.5)% |

The decrease in gross premiums earned was primarily due to lower policies in force. This decrease was partially offset by a 25.6% increase in premium per policy for automobile insurance primarily attributable to rate actions.

### Net Investment Income

Net investment income increased $6.1 million, or 871.4%, to $6.8 million for the three months ended June 30, 2023 compared to the same period in 2022. The increase was primarily driven by $6.0 million in higher interest and dividends received as a result of investing more in higher yielding investments.

### Operating Expenses

### Loss and Loss Adjustment Expenses

Loss and LAE decreased $36.2 million, or 37.8%, to $59.5 million for the three months ended June 30, 2023 compared to the same period in 2022. The decrease was primarily driven by lower policies in force and better loss experience for the three months ended June 30, 2023 compared to the same period ended in 2022.

Gross accident period loss ratios decreased to 68.2% for the three months ended June 30, 2023, from 84.8% for the same period in 2022. The change in the ratios was mainly driven by growth in average premium per policy primarily attributable to rate actions. This was partially offset by higher loss costs as a result of increased severity per claim due to higher vehicle repair and medical costs. We experienced an 8% increase in severity per claim and a 6% decrease in claim frequency for the three months ended June 30, 2023 compared to the same period in 2022. The claim severity and frequency estimates are based on bodily injury, collision, and property damage coverages, the claim frequency estimates are tenure mix adjusted.

### Sales and Marketing

Sales and marketing expense decreased $15.3 million, or 71.5%, to $6.1 million for the three months ended June 30, 2023 compared to the same period in 2022. The decrease was due to an $8.8 million decrease in advertising, content development and sponsorship costs due to a shift in our direct marketing strategy. In addition, we experienced a $3.5 million decline in warrant compensation expense related to the completion of the Integrated Platform pursuant to the Carvana commercial agreement in the prior year. We also experienced a $2.1 million decrease in Personnel Costs as a result of a decrease in headcount, primarily attributable to the involuntary workforce reductions in 2022.

### Other Insurance Expense (Benefit)

Other insurance expense (benefit) increased $10.4 million, or 133.3%, to an expense of $2.6 million for the three months ended June 30, 2023 compared to the same period in 2022. The increase was primarily driven by a $6.9 million decrease in net ceding commission contra-expense as a result of a decline in ceded premiums and a $3.8 million increase in Carvana warrant expense as a result of policies originating from the Integrated Platform. We also experienced a $2.5 million increase in underwriting costs due to an increase in new writings. This was partially offset by a $2.1 million decrease in premium write-offs and a $1.7 million decrease in Personnel Costs as a result of a decrease in headcount due to the involuntary workforce reductions in 2022.

### Technology and Development

Technology and development decreased $6.8 million, or 38.0%, to $11.1 million for the three months ended June 30, 2023 compared to the same period in 2022. The decrease was primarily driven by a $6.0 million decrease in Personnel Costs as a result of a decrease in headcount, primarily attributable to the involuntary workforce reductions in 2022.

### General and Administrative

General and administrative decreased $18.8 million, or 47.6%, to $20.7 million for the three months ended June 30, 2023 compared to the same period in 2022. The decrease was primarily driven by a $9.6 million write-off of prepaid marketing expense recognized in 2022 and an $8.3 million decrease in Personnel Costs as a result of a decrease in headcount, primarily attributable to the involuntary workforce reductions in 2022.

### Comparison of the Six Months Ended June 30, 2023 and 2022

The following table presents our results of operations for the periods indicated:

*(dollars in millions)*

| Revenues: | Six Months Ended June 30, 2023 | 2022 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net premiums earned | $123.9 | $153.0 | $(29.1) | (19.0)% |
| Net investment income | 13.5 | 1.3 | 12.2 | 938.5% |
| Net realized gains on investments | — | 1.1 | (1.1) | (100.0)% |
| Fee income | 7.0 | 9.3 | (2.3) | (24.7)% |
| Other income | 0.5 | 1.1 | (0.6) | (54.5)% |
| Total revenues | 144.9 | 165.8 | (20.9) | (12.6)% |
| Operating expenses: |  |  |  |  |
| Loss and loss adjustment expenses | 122.8 | 192.4 | (69.6) | (36.2)% |
| Sales and marketing | 9.7 | 36.7 | (27.0) | (73.6)% |
| Other insurance expense (benefit) | 3.9 | (6.8) | 10.7 | 157.4% |
| Technology and development | 21.3 | 31.8 | (10.5) | (33.0)% |
| General and administrative | 42.2 | 70.0 | (27.8) | (39.7)% |
| Total operating expenses | 199.9 | 324.1 | (124.2) | (38.3)% |
| Operating loss | (55.0) | (158.3) | 103.3 | (65.3)% |
| Interest expense | (22.6) | (14.7) | (7.9) | 53.7% |
| Loss before income tax expense | (77.6) | (173.0) | 95.4 | (55.1)% |
| Income tax expense | — | — | — | —% |
| Net loss | (77.6) | (173.0) | 95.4 | (55.1)% |
| Other comprehensive loss: |  |  |  |  |
| Changes in net unrealized losses on investments | (0.1) | (5.0) | 4.9 | (98.0)% |
| Comprehensive loss | $(77.7) | $(178.0) | $100.3 | (56.3)% |

### Revenue

### Net Premiums Earned

Net premiums earned decreased $29.1 million, or 19.0%, to $123.9 million, for the six months ended June 30, 2023 compared to the same period in 2022. The decrease was primarily due to lower policies in force, partially offset by an increase in premium per policy resulting from rate actions.

During the six months ended June 30, 2023 and 2022, we ceded approximately 52.6% and 55.7% of our gross premiums earned to third-party reinsurers, respectively. The change in ceding percentage between periods was primarily driven by retaining a larger share of our book of business.

The following table presents gross premiums written, ceded premiums written, net premiums written, gross premiums earned, ceded premiums earned and net premiums earned for the six months ended June 30, 2023 and 2022:

*(dollars in millions)*

|  | Six Months Ended June 30, 2023 | 2022 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Gross premiums written | $279.7 | $327.3 | $(47.6) | (14.5)% |
| Ceded premiums written | (137.1) | (183.5) | 46.4 | (25.3)% |
| Net premiums written | 142.6 | 143.8 | (1.2) | (0.8)% |
| Gross premiums earned | 261.6 | 345.5 | (83.9) | (24.3)% |
| Ceded premiums earned | (137.7) | (192.5) | 54.8 | (28.5)% |
| Net premiums earned | $123.9 | $153.0 | $(29.1) | (19.0)% |

The decrease in gross premiums earned was primarily due to lower policies in force. This decrease was partially offset by a 25.6% increase in premium per policy for automobile insurance primarily attributable to rate actions.

### Net Investment Income

Net investment income increased $12.2 million, or 938.5%, to $13.5 million for the six months ended June 30, 2023 compared to the same period in 2022. The increase was primarily driven by $11.7 million in higher interest and dividends received as a result of investing more in higher yielding investments.

### Operating Expenses

### Loss and Loss Adjustment Expenses

Loss and LAE decreased $69.6 million, or 36.2%, to $122.8 million for the six months ended June 30, 2023 compared to the same period in 2022. The decrease was primarily due to lower policies in force and better loss experience for the six months ended June 30, 2023 compared to the same period in 2022.

Gross accident period loss ratios decreased to 68.6% for the six months ended June 30, 2023, from 83.1% for the same period in 2022. The change in the ratios was driven by growth in average premium per policy primarily attributable to rate actions. This was partially offset by higher loss costs as a result of increased severity per claim due to higher vehicle repair and medical costs. We experienced an 8% increase in severity per claim and a 6% decrease in claim frequency for the six months ended June 30, 2023 compared to the same period in 2022. The claim severity and frequency estimates are based on bodily injury, collision, and property damage coverages, the claim frequency estimates are tenure mix adjusted.

### Sales and Marketing

Sales and marketing expense decreased $27.0 million, or 73.6%, to $9.7 million for the six months ended June 30, 2023 compared to the same period in 2022. The decrease was due to an $11.5 million decrease in advertising, content development and sponsorship costs due to a shift in our direct marketing strategy. In addition, we experienced an $8.8 million decline in warrant compensation expense related to the completion of the Integrated Platform pursuant to the Carvana commercial agreement in the prior year. We also experienced a $3.9 million decrease in Personnel Costs as a result of a decrease in headcount, primarily attributable to the involuntary workforce reductions in 2022.

### Other Insurance Expense (Benefit)

Other insurance expense (benefit) increased $10.7 million, or 157.4%, to an expense of $3.9 million for the six months ended June 30, 2023 compared to the same period in 2022. The increase was primarily driven by an $8.3 million increase in Carvana warrant expense as a result of policies originating from the Integrated Platform and a $6.2 million decrease in net ceding commission contra-expense as a result of the decline in ceded premiums. We also experienced a $2.2 million increase in underwriting costs due to an increase in new writings. This was partially offset by a $4.0 million decrease in premium write-offs, and a $3.0 million decrease in Personnel Costs as a result of a decrease in headcount due to the involuntary workforce reductions in 2022.

### Technology and Development

Technology and development decreased $10.5 million, or 33.0%, to $21.3 million for the six months ended June 30, 2023 compared to the same period in 2022. The decrease was primarily driven by an $8.6 million decrease in Personnel Costs as a result of a decrease in headcount, primarily attributable to the involuntary workforce reductions in 2022. We also experienced a $2.3 million decrease in software development expense as a result of initiatives to reduce operating costs. This was partially offset by a $0.7 million increase in amortization of internally developed software.

### General and Administrative

General and administrative decreased $27.8 million, or 39.7%, to $42.2 million for the six months ended June 30, 2023 compared to the same period in 2022. The decrease was primarily driven by a $17.4 million decrease in Personnel Costs as a result of a decrease in headcount, primarily attributable to the involuntary workforce reductions in 2022, and a $10.1 million write-off of prepaid marketing expense recognized in 2022.

### Non-Operating Expenses

### Interest Expense

Interest expense increased $7.9 million, or 53.7%, to $22.6 million for the six months ended June 30, 2023 compared to the same period in 2022. The increase was primarily due to a $7.8 million increase in debt interest expense as a result of a greater average interest rate and a higher average outstanding debt as of June 30, 2023 compared to the same period in 2022.

### Other Comprehensive Loss

### Changes in Net Unrealized Losses on Investments

Changes in net unrealized losses on investments decreased $4.9 million, or 98.0%, to $0.1 million for the six months ended June 30, 2023 compared to the same period in 2022. The decrease is primarily attributable to investments being reinvested at maturity in securities that reflect the current interest rate environment.

### Non-GAAP Financial Measures

The non-GAAP financial measures below have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. In addition, direct contribution and adjusted EBITDA should not be construed as indicators of our operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there may be significant factors or trends that they fail to address. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.

Our management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (1) monitor and evaluate the performance of our business operations and financial performance; (2) facilitate internal comparisons of the historical operating performance of our business operations; (3) facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (4) review and assess the operating performance of our management team; (5) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (6) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.

### Direct Contribution

For the definition of direct contribution and why management believes this measure provides useful information to investors, see “— Key Performance Indicators.”

The following table provides a reconciliation of total revenue to direct contribution for the three and six months ended June 30, 2023 and 2022:

*(dollars in millions)*

|  | Three Months Ended June 30, 2023 | 2022 | Six Months Ended June 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Total revenue | $74.8 | $80.4 | $144.9 | $165.8 |
| Loss and loss adjustment expenses | (59.5) | (95.7) | (122.8) | (192.4) |
| Other insurance (expense) benefit | (2.6) | 7.8 | (3.9) | 6.8 |
| Gross profit/(loss) | 12.7 | (7.5) | 18.2 | (19.8) |
| Net investment income | (6.8) | (0.7) | (13.5) | (1.3) |
| Net realized losses (gains) on investments | — | 0.1 | — | (1.1) |
| Adjustments from other insurance expense(1) | 14.9 | 8.5 | 27.9 | 17.1 |
| Ceded premiums earned | 67.6 | 96.1 | 137.7 | 192.5 |
| Ceded loss and loss adjustment expenses | (39.7) | (69.7) | (83.9) | (135.9) |
| Net ceding commission and other(2) | (19.4) | (27.0) | (38.5) | (45.3) |
| Direct contribution | $29.3 | $(0.2) | $47.9 | $6.2 |

(1) Adjustments from other insurance expense includes report costs, Personnel Costs, Overhead, licenses, net commissions, professional fees and other.

(2) Net ceding commission and other is comprised of ceding commissions received in connection with reinsurance ceded, partially offset by amortization of excess ceding commission and other impacts of reinsurance ceded.

### Adjusted EBITDA

For the definition of adjusted EBITDA and why management believes this measure provides useful information to investors, see “— Key Performance Indicators.”

The following table provides a reconciliation of net loss to adjusted EBITDA for the three and six months ended June 30, 2023 and 2022:

*(dollars in millions)*

|  | Three Months Ended June 30, 2023 | 2022 | Six Months Ended June 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Net loss | $(36.7) | $(95.5) | $(77.6) | $(173.0) |
| Adjustments: |  |  |  |  |
| Interest expense | 10.7 | 8.5 | 21.1 | 13.5 |
| Income tax expense | — | — | — | — |
| Depreciation and amortization | 2.7 | 2.7 | 5.3 | 5.3 |
| Share-based compensation | 5.2 | 7.4 | 7.3 | 11.9 |
| Warrant compensation expense | 3.9 | 3.5 | 8.3 | 8.8 |
| Restructuring costs(1) | 1.9 | 0.6 | 7.5 | 8.4 |
| Write-offs and other(2) | 0.4 | 9.6 | 4.9 | 10.1 |
| Adjusted EBITDA | $(11.9) | $(63.2) | $(23.2) | $(115.0) |

(1) Restructuring costs consist of employee costs, real estate exit costs, and other. This includes share-based compensation of zero and $0.4 million for the three and six months ended June 30, 2023, respectively, and zero and $2.1 million for the three and six months ended June 30, 2022, respectively. This also includes depreciation and amortization of $0.1 million and $0.2 million for the three and six months ended June 30, 2023, respectively, and $0.3 million and $1.3 million for the three and six months ended June 30, 2022, respectively. For further information on restructuring costs, see Note 9, “Restructuring Costs,” in the Notes to Condensed Consolidated Financial Statements.

(2) Write-offs and other primarily reflects legal costs, write-off of prepaid marketing expense and other items that do not reflect our ongoing operating performance. This includes write-off of prepaid marketing expenses of zero for the three and six months ended June 30, 2023 and $9.6 million and $10.1 million for the three and six months ended June 30, 2022, respectively. Legal and other fees related to the purported misappropriation of funds by a former senior marketing employee in 2022 of $0.4 million and $2.4 million for the three and six months ended June 30, 2023, respectively, and zero for the three and six months ended June 30, 2022.

### Liquidity and Capital Resources

### General

Since inception, we have financed operations primarily through sales of insurance policies and the net proceeds we have received from our issuance of stock and debt and from sales of investments. Cash generated from operations is highly dependent on being able to efficiently acquire and maintain customers while pricing our insurance products appropriately. We are continuously evaluating alternatives for efficiently funding our ongoing operations. We expect, from time to time, to engage in a variety of financing transactions for such purposes.

Certain events may impact our liquidity such as the economic instability resulting in acute inflationary pressures, supply chain disruptions, rising interest rates, a downturn in equity markets, bank failures and our utilization of reinsurance. There is a risk of inflation remaining elevated for an extended period, which could cause claims and claim expenses to increase, impact the performance of our investment portfolio or have other adverse effects. Rising interest rates have increased the cost of capital and may limit our ability to raise additional capital. We utilize reinsurance arrangements to grow our business in a capital-efficient manner and mitigate risk. Over time our strategy continues to evolve and we may choose to amend, commute, and/or non-renew certain third-party reinsurance agreements, which may result in us retaining more of our business in the future. To the extent we retain a larger share of our book of business our capital requirements may increase.

### Regulatory Considerations

We are organized as a holding company, but our primary operations are conducted by two of our wholly-owned insurance subsidiaries, Root Insurance Company, an Ohio-domiciled insurance company, and Root Property & Casualty Insurance Company, which as of July 1, 2023 was redomiciled from Delaware to Ohio. The payment of dividends by our insurance subsidiaries is subject to restrictions set forth in the insurance laws and regulations of the States of Ohio and Delaware. To date, our insurance subsidiaries have not paid any dividends and, as of June 30, 2023, they were not permitted to pay any dividends without approval of the applicable superintendent, commissioner and/or director.

If our insurance subsidiaries’ businesses grow or the regulatory requirements change, the amount of capital we are required to maintain to satisfy our risk-based capital requirements may increase significantly. To comply with these regulations, we may be required to maintain capital in the insurance subsidiaries that we would otherwise invest in our growth and operations. As of June 30, 2023, our insurance subsidiaries maintained a risk-based capital level that is in excess of an amount that would require any corrective actions on our part.

Our wholly-owned, Cayman Islands-based reinsurance subsidiary, Root Reinsurance Company, Ltd., or Root Re, maintains a Class B(iii) insurer license under Cayman Islands Monetary Authority, or CIMA. At June 30, 2023, Root Re was subject to compliance with certain capital levels and a net premiums earned to capital ratio of 15:1, which we maintained as of June 30, 2023. The capital ratio can fluctuate at Root Re’s election, subject to regulatory approval. Root Re’s primary sources of funds are capital contributions from the holding company, assumed insurance premiums and net investment income. These funds are primarily used to pay claims and operating expenses and to purchase investments. Root Re must receive approval from CIMA before it can pay any dividend to the holding company.

### Financing Arrangements

On January 26, 2022, we closed on a $300.0 million five-year term loan, or Term Loan. The maturity of the Term Loan is January 27, 2027. Interest is payable quarterly and is determined on a floating interest rate calculated on the Secured Overnight Financing Rate, with a 1.0% floor, plus 9%, plus 0.26161% per annum through June 30, 2023, after which the interest rate will be calculated on the SOFR with a 1.0% floor, plus 9.0%.

### Liquidity

As of June 30, 2023, we had $628.0 million in cash and cash equivalents, of which $520.3 million was held outside of regulated insurance entities. We also had $162.7 million in marketable securities.

Our cash and cash equivalents primarily consist of bank deposits and money market funds. Our marketable securities primarily consist of U.S. Treasury securities and agencies, municipal securities, corporate debt securities, residential and commercial mortgage-backed securities, and other debt obligations.

We believe that our existing cash and cash equivalents, marketable securities and cash flow from operations will be sufficient to support short-term working capital and capital expenditure requirements for at least the next 12 months and for the foreseeable future thereafter.

Our long-term capital requirements depend on many factors, including our insurance premium growth rate, rate adequacy, renewal activity, the timing and the amount of cash received from customers, the performance of our products, including the success of our embedded partnerships, loss cost trends, the timing and extent of spending to support development efforts, the introduction of new and enhanced products, the continuing market adoption of offerings on our platform, operating costs, and the ongoing uncertainty in the global markets.

Currently, our debt covenants require cash and cash equivalents held in entities other than our insurance subsidiaries to be at least $200.0 million at all times. This threshold may be reduced to $150.0 million under two sets of circumstances: issuing 62,500 insurance policies through our Carvana embedded product and achieving a ratio of direct contribution to gross premiums earned of 12%; or ceasing any customer acquisition spend outside of the Carvana commercial agreement and reducing our monthly cash burn to no greater than $12.0 million.

Through prudent deployment of capital we believe we have sufficient resources, and access to additional debt and equity capital, to adequately meet our obligations as they come due.

### Cash Flows

The following table summarizes our cash flow data for the periods presented:

*(in millions)*

|  | Six Months Ended June 30, 2023 | 2022 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(94.3) | $(104.9) |
| Net cash used in investing activities | (39.2) | (1.8) |
| Net cash (used in) provided by financing activities | (0.6) | 286.3 |

Net cash used in operating activities for the six months ended June 30, 2023 was $94.3 million compared to $104.9 million of net cash used in operating activities for the six months ended June 30, 2022. The decrease in cash used in operating activities was primarily due to a decline in net loss incurred as a result of a decrease in loss and LAE due to lower policies in force and better loss experience and initiatives that reduced operating costs including our prior year organizational realignment and involuntary workforce reductions that reduced payroll, employee-related expenditures and facility costs. Timing of reinsurance receipts and an increase in unearned premiums also contributed to the decrease in cash used in operating activities. This was partially offset timing of reinsurance payments and claim payments during the six months ended June 30, 2023 compared to the same period in 2022.

Net cash used in investing activities for the six months ended June 30, 2023 was $39.2 million compared to $1.8 million of net cash used in investing activities for the six months ended June 30, 2022. The increase in cash used in investing activities was primarily due to purchases of investments and capitalization of internally developed software, which was partially offset by proceeds from sales, maturities, calls and pay downs of investments.

Net cash used in financing activities for the six months ended June 30, 2023 was $0.6 million due to taxes paid related to net share settlement of vested restricted stock units. Net cash provided by financing activities for the six months ended June 30, 2022 was $286.3 million primarily due to proceeds from our Term Loan.

### Material Cash Requirements from Contractual and Other Obligations

There have been no material changes to our contractual and other obligations from those described in our 2022 10-K. We believe we have sufficient resources, and access to additional debt and equity capital, to adequately meet our obligations as they come due.

### Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity or cash flows.

### Critical Accounting Estimates

Our financial statements are prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements in conformity with GAAP requires our management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. We evaluate our significant estimates on an ongoing basis, including, but not limited to, estimates related to reserves for loss and LAE, premium write-offs and valuation allowance on our deferred tax assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Our critical accounting estimates are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates,” in our 2022 10-K and the Notes to Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q. During the six months ended June 30, 2023, there were no material changes to our critical accounting estimates from those discussed in our 2022 10-K.

## Market risk

As filed, 122 characters.

There have been no material changes in the quantitative and qualitative market risk disclosures included in the 2022 10-K.

## Controls and procedures

As filed, 3,846 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level, due to the material weakness in internal control over financial reporting described below.

### Previously Disclosed Material Weakness

We disclosed in Part II, Item 9A. “Controls and Procedures” in the 2022 10-K that we had identified a material weakness in internal control over financial reporting related to monitoring and the control environment, including the circumvention of control activities, that contributed to the fraud perpetrated by a former senior marketing employee, and aggregated to a material weakness. Specifically, the material weakness related to inadequate hiring practices for employees in senior leadership positions whose roles and responsibilities include the initiation of transactions with third parties, and ineffective control and monitoring activities, including the circumvention of certain control activities, related to the review, authorization and approval of third-party vendors, and associated contracts for services, and approval of third-party vendor payments.

### Status of Management’s Remediation Efforts

We are in process of taking, or have taken, the following steps to remediate the material weakness described above:

- Enhanced our policy to require more comprehensive hiring practices for individuals in senior leadership positions, which includes more robust background checks than we require for all employees.
- Improving the design of internal vendor management processes and controls, including the hiring of dedicated procurement resources in the first quarter of 2023 to ensure contracts, including amendments, are appropriately reviewed, authorized in accordance with our delegation of authority policies, and approved.
- Clarified the design of vendor payment controls to prescribe the criteria an approver must review, in addition to invoice requests, to adequately support payments to vendors.
- Implemented more stringent monitoring controls to ensure compliance with contract reviews, approval authority limits and vendor payment policies.

We are committed to maintaining a strong internal control environment, and believe that these remediation actions, when fully implemented, will represent significant improvements in our controls under the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Additional remediation measures may be required, which may require additional implementation time. Testing of the design and operating effectiveness of the enhanced background check process have been completed. We will continue to assess the effectiveness of our remediation efforts in connection with our evaluation of internal control over financial reporting. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively.

### Changes in Internal Control over Financial Reporting

Except as described above, there were no changes during the quarter ended June 30, 2023 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 397 characters.

There have been no material changes in our risk factors from those disclosed in the 2022 10-K. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in the 2022 10-K. You should not interpret the disclosure of any risk factor to imply the risk has not already materialized.

Filed Aug 2, 2023.
Source: SEC EDGAR, the filing index for accession 0001628280-23-026759. Last ingested by Listed: Oct 24, 2026, 15:15 ET. No prices; not investment advice.