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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

November 10, 2022
Date of Report (date of earliest event reported)

HAGERTY, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-40244
86-1213144
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)

121 Drivers Edge
Traverse City, Michigan 49684
(Address of principal executive offices and zip code)

(800) 922-4050
Registrant's telephone number, including area code

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Class A common stock, par value $0.0001 per share HGTY The New York Stock Exchange
Warrants, each whole warrant exercisable for one share
of Class A common stock, each at an exercise price of
$11.50 per share
HGTY.WS The New York Stock Exchange

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

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



ITEM 2.02     Results of Operations and Financial Condition

On November 10, 2022, Hagerty, Inc. (the "Company") announced its financial results for the fiscal quarter ended September 30, 2022 by issuing a letter to its stockholders and a press release. The Company will also be holding a conference call on November 10, 2022 to discuss its financial results for the three and nine months ended September 30, 2022. The full text of the Company's letter to its stockholders and press release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under Securities Act of 1933, as amended ("Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 7.01    Regulation FD Disclosure

On November 10, 2022, the Company posted to the investor relations page of its website an investor presentation expected to be used by the Company in connection with certain future presentations to investors and others. A copy of the investor presentation is attached as Exhibit 99.3 to this Current Report on Form 8-K.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.3, shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01     Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description
99.1
99.2
99.3
104 Cover Page Interactive Data File (formatted as Inline XBRL)







SIGNATURES

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


HAGERTY, INC.
Date: November 10, 2022
/s/ Barbara E. Matthews
Barbara E. Matthews
SVP, General Counsel and Corporate Secretary

EX-99.1 2 a2022q3stockholderletter.htm EX-99.1 a2022q3stockholderletter




HAGERTY Q3 2022 | 2 S T O C K H O L D E R L E T T E R Welcome to Hagerty Marketplace! In Niall Ferguson’s 2011 book, “Civilization: The West and the Rest,” the Stanford historian posits that consumerism is a core strength of western society, without which the Industrial Revolution may have fizzled. We couldn’t agree more. Shopping has long been an integral and enjoyable part of our culture. It is also an important new component of our corporate strategy. Even in tough economic times, people dream. And, when they do, more often than you might think, they dream of owning and driving cool cars. That’s human nature, and that is why we have been making so many moves into the vehicle marketplace arena. A highlight of these actions in the third quarter was the completion of our acquisition of Broad Arrow Group. This is the core team that will build high-trust platforms for our members to browse, buy, sell and finance collectible cars, whether through a live auction, our new online digital auctions or Hagerty’s classified ads portal. The opportunity for us in the transactional marketplace, as I have mentioned before, is sizable. According to our data, roughly 69 million Americans self-describe as “automotive enthusiasts.” These enthusiasts represent the backbone of our business and are the driver of a largely untapped market opportunity. Over the past 12 months, approximately 300,000 vehicles on our own insurance books traded hands with a value of $12.5 billion. And the global value of insured collector vehicles measures into the trillions! With numbers like these, the possibilities for Hagerty’s trusted brand become readily apparent. We believe that our marketplace leadership team now has the expertise and leadership to capture a significant slice of the transactional market. As an example, at our first live auction as Hagerty Marketplace during this summer’s Monterey Car Week, we tallied $55 million in sales, with 88 percent of the lots Dear Hagerty Stockholders, Members and One Team Hagerty,  


 
HAGERTY Q3 2022 | 3 on offer sold. With two more auctions planned in the fourth quarter, including $21 million in sales from ‘The Cars of Jim Taylor’ auction in October, we are very pleased with the initial synergies generated across our existing business and Marketplace. In addition to being a key revenue driver in the non- insurance side of our business, we believe Hagerty Marketplace will prove to be an excellent “front door” to the products, services and entertainment options that make up our “automotive lifestyle ecosystem.” And we are reminded that collectible cars remain a durable and predictable asset class, appreciating on average at over 8% annually over the last 15 years, according to our automotive intelligence team. While insurance still represents over 90% of current revenue, we would expect the elements of our non- insurance offerings to become increasingly material drivers of our revenue and profitability. But the bar is high, as our insurance business continues to drive sustained double-digit written premium growth and a Net Promoter Score of 82. At roughly twice the level of the industry, this measure of customer experience is a solid predictor of future business growth. Durability and resilience will be key themes for us in the quarters to come, as we, like all companies, batten the hatches against the rough seas of the current economy. We are ahead of the game in that respect, taking a very active position in thoughtfully managing our expenses so we can allocate precious resources to the high growth profit opportunities we have identified. And we believe that a right-sized cost structure will position us to not just weather any near- term economic headwinds but also lengthen our lead into the next economic up-cycle. The market potential across the auto enthusiast space is vast, and our team is focused on efficiently executing against our strategic priorities while doing what we do best, which is to delight our customers on a daily basis by delivering excellent customer experiences and a superior value proposition. Because of these talented, resilient people, Hagerty is well positioned to emerge from this economic downturn stronger than ever. We are enormously grateful for them, and for you, our shareholders. Onward and upward!  McKeel Hagerty CEO, Hagerty 


 




EX-99.2 3 pressreleaseq32022.htm EX-99.2 Document
hagerty2a.jpg
For Immediate Release
Hagerty Reports Third Quarter 2022 Results


•Third quarter 2022 Total Revenue increased 29% year-over-year to $216.8 million, and year-to-date 2022 Total Revenue increased 27% year-over-year to $590.6 million
•Total Members as of September 30, 2022 increased 7% year-over-year to 2.6 million
•Third quarter 2022 Written Premium increased 16% year-over-year to $222.1 million, and year-to-date 2022 Written Premium increased 15% year-over-year to $614.6 million

•Net exposure of $10.0 million from Hurricane Ian demonstrates successful risk management


TRAVERSE CITY, Mich., November 10, 2022 /PRNewswire/ – Hagerty, Inc. (NYSE: HGTY), an automotive lifestyle brand and a leading specialty insurance provider focused on the global automotive enthusiast market, today announced financial results for the three and nine months ended September 30, 2022.

"We delivered accelerated revenue growth of 29% during the third quarter despite a weakening macroeconomic environment," said McKeel Hagerty, Chief Executive Officer of Hagerty. "These impressive results were powered by 16% written premium growth, higher quota share in Hagerty Reinsurance, as well as solid revenue contribution from the recently acquired Broad Arrow Group."

Mr. Hagerty continued, "The collector car transaction market is a large and growing opportunity for our Marketplace platform. The team transacted over $55.3 million in total vehicle sales at Motorlux in Monterey during the third quarter, validating the synergies across the Hagerty ecosystem and we expect to leverage our many owned and operated events in 2023 to build on this success. We also recently launched our online auction platform, which should enable us to leverage Hagerty's hard earned position as the trusted brand for auto enthusiasts to capitalize on the opportunity."

"We are also investing methodically in value-added and best-in-class services for our members, which we believe will allow us to grow our loyal base of car lovers and provide them with the necessary resources to enjoy their passion. Excellent customer service drives our industry leading net promoter scores and high retention rates which are the foundation for future growth. We expect our strong top-line momentum to continue, and we are focused on prudently managing our cost structure to drive enhanced profitability and cash flow generation in 2023."

FINANCIAL HIGHLIGHTS


•Third quarter Total Revenue increased 29% to $216.8 million compared to $168.1 million in the prior year period, and year-to-date Total Revenue increased 27% to $590.6 million compared to $464.7 million in the prior year period.
•This strong growth was attributable to strong written premium growth of 16% in the quarter as well as a 10% increase in contractual quota share in Hagerty Reinsurance.
•The recently acquired Broad Arrow Group delivered $5.9 million in revenue during the quarter.
•Hagerty Driver's Club (HDC) paid members as of September 30, 2022 increased 5% to approximately 750,000 compared to 712,000 as of September 30, 2021.
•Third quarter Revenue per paid member increased 25% to $164 compared to $131 in the prior year period, and year-to-date Revenue per paid member increased 21% to $456 compared to $378 in the prior year period.
•Third quarter Written Premium increased 16% to $222.1 million compared to $192.1 million in the prior year period, and year-to-date Written Premium increased 15% to $614.6 million compared to $533.9 million in the prior year period.
•Policies in Force Retention was 88% as of September 30, 2022 compared to 89% as of September 30, 2021. Total insured vehicles increased 8% year-over-year, from 2.1 million to 2.2 million.
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•Third quarter Loss Ratio of 56.4% compared to 41.0% in the prior year period. Year-to-date Loss Ratio of 46.8% compared to 41.3% in the prior year period.
◦Hagerty’s year-to-date loss ratio of 46.8% includes the $10.0 million impact from Hurricane Ian (3.4%) as well as the Company's decision to increase accident year 2022 loss reserves by $6.5 million (2.2%) due to higher liability claims within Hagerty Re. These higher reserves are being being managed by rate filings taking effect now and over the coming months.
◦Net losses from Hurricane Ian were limited to $10.0 million due to successful risk and reinsurance management.
•Third quarter Net Income was $24.3 million compared to $(0.5) million of loss in the prior year period, and year-to-date Net Income was $34.6 million compared to $5.1 million of income in the prior year period.
•Net income included the impact from the change in fair value of warrant liabilities and the revaluation gain on previously held equity method investment.
•Third quarter Adjusted EBITDA was $(10.0) million compared to $7.6 million in the prior year period, and year-to-date Adjusted EBITDA was $0.1 million compared to $28.0 million in the prior year period.
◦The decrease in Adjusted EBITDA was primarily driven by the impact from Hurricane Ian and the increased 2022 loss reserves, as well as certain pre-revenue costs related to scaling our infrastructure, newly-developed digital platforms and legacy systems, human resources and occupancy to accommodate our alliance with State Farm and other potential distribution partnerships as well as to further develop our Hagerty Marketplace transactional platform.
•Third quarter Operating Income was a loss of $21.2 million compared to $1.8 million of income in the prior year period, and year-to-date Operating Income was a loss of $31.8 million compared to $10.9 million of income in the prior year period.
•Third quarter Basic Earnings per Share was $0.18 and Diluted Earnings per Share was $0.07, and year-to-date Basic Earnings per Share was $0.44 and Diluted Earnings per Share was $0.03.
•Third quarter Adjusted EPS was $(0.06), and year-to-date Adjusted EPS was $(0.10).


BUSINESS HIGHLIGHTS

•Reached 2.6 million total members and 1.3 million paid members as of September 30, 2022.
•Digital and technology teams are progressing through the testing phase and regulatory approval process for the State Farm partnership.
•U.S. and U.K. reinsurance quota share increased to 70%, further increasing our share of profit.
•Acquired the Broad Arrow Group and executed our first live auction at Motorlux in Monterey with $55 million in total vehicle sales, helping drive year-to-date Marketplace revenue of $8 million. This acquisition is expected to be immediately accretive to earnings in 2022 and the Company has identified significant adjacent market opportunity that has been demonstrated by over 300,000 vehicles transacting for approximately $12.5 billion through Hagerty's insurance book over the twelve months ended September 30, 2022.
•Acquired Speed Digital, which establishes relationships with their dealer partners and facilitate growth in Hagerty’s Marketplace products; augments our automotive intelligence data; and allows Motorious.com to drive audience engagement, content distribution and advertising revenues.
•Developed Classifieds and enhanced HDC Membership offerings with the ultimate platform for car enthusiasts to buy and sell the things they love, creating the backbone for our recently launched online auction platform.
•Acquired RADwood and hosted multiple events serving 12,000 attendees, including at the Detroit Concours.
•Hagerty announced a new partnership with Hendrick Motorsports focused on integrated content development, event access, facility use, and the inclusion of top Hendrick Motorsports personalities.

•Environmental, Social and Governance program assessment completed and prioritized Impact initiatives.
2

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2022 REVISED OUTLOOK AND YTD PROGRESS

2022 Outlook Numeric Ranges
2022 Outlook Percentage Growth
Nine months ended
September 30, 2022
Total Revenue $767M - $792M
24% - 28%
27%
Total Written Premium $769M - $796M
14% - 18%
15%
Policies in Force Retention
88% - 89%
88%
Total Members 2.58M - 2.63M  6% - 8% 7%
Revenue per Paid Member $564 - $599  13% - 20% 21%
HDC Paid Member Count 752K - 762K   5% - 6% 5%
Net Income (Loss) $5M - $15M
NM (1)
$35M (2)
Adjusted EBITDA $(10)M - $(5)M
             NM (1)
$0M (2)
Basic Earnings (Loss) per Share $0.35 - $0.38 NM
$0.44 (3)
Adjusted Earnings (Loss) per Share $(0.19) - $(0.16) NM
$(0.10) (3)
(1) Difference between Net Income (Loss) and Adjusted EBITDA due primarily to a $37.9 million gain for the nine months ended September 30, 2022 resulting from a decrease in the fair value of warrant liabilities and a $34.7 million revaluation gain on our previously held equity method investment. Both of these gains were recognized as non-operating income and are included in Net Income (Loss) but excluded when calculating Adjusted EBITDA.
(2) The revised outlook incorporates the third quarter impact from Hurricane Ian ($10.0 million), strengthening U.S. reserves for the 2022 accident year ($6.5 million) and $4.1 million lower expected payout of the contingent underwriting commission.
(3) Growth based metric not comparable due to lack of Q3 2021 metric.

The definitions and reconciliations of non-GAAP financial measures are provided under the heading Key Performance Indicators and Certain Non-GAAP Financial Measures at the end of this press release.
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DRIVING FUTURE GROWTH


The Company has excellent business momentum in 2022, with year-to-date revenue growth of 27%, and is excited about and focused on our ongoing efforts to position the Company for strong and sustainable long-term organic growth and profitability over the coming years. We are confident that the opportunities we have identified to monetize our significant addressable market will expand our share and position us to grow. We plan to invest further in our capabilities in 2022 to capitalize on these opportunities to drive future growth, and are thoughtfully prioritizing growth initiatives into 2023 to profitably grow our business.

Hagerty Marketplace. Earlier this year, we launched Hagerty Marketplace, completed the acquisition of Broad Arrow Group, and announced the development of a proprietary digital platform to support our Marketplace activities. We believe auto enthusiasts will find our new services extremely valuable, including new trust-based platforms for buying, selling and financing collector vehicles.

MGA Insurance. We expect to continue to launch strategic partnerships with major carriers longer-term. We also plan to deepen our penetration into services and data analytics in order to support our existing partnership customer base.

Reinsurance. We continue to benefit from our contractual quota share arrangements with the U.S. and U.K. 2022 share increasing to 70%. We also will look to continue to methodically grow our international share of underwriting profit over the coming years.

Membership. We look forward to increasing our paid member penetration through an enhanced value proposition for our customers. We also expect to increase conversion of our legacy insurance book to HDC and to integrate our multiple digital platforms.

Media & Entertainment. These efforts build our brand and drive network effects that fuel our businesses. We will continue to push forward with our strategy to expand our digital audience and focus on owned and operated events including Concours and Touring events, as well as RADwood and Concours d’Lemons to reach growing and new auto segments.

State Farm Update. Our digital and technology team is nearing completion of the development work and have moved into the testing phase of the project. There are currently over 460,000 eligible policies, and based on recent adoption rates, we are anticipating up to 75% HDC adoption on new insurance policies over time and an average annual revenue per customer of $85-$110. We expect to begin activating State Farm's 19,200 agents to sell classic car policies during the first half of 2023 on a state by state basis.


4


Conference Call Details
Hagerty will hold a conference call to discuss the financial results today at 10:00 am Eastern Time. A webcast of the conference call, including the Company's Investor presentation highlighting third quarter and year-to-date 2022 financial results, will be available on Hagerty’s investor relations website at investor.hagerty.com. The dial-in for the conference call is (877) 423-9813 (toll-free) or (201) 689-8573 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at investor.hagerty.com for 90 days following the call.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. These forward-looking statements reflect Hagerty’s current expectations and projections with respect to its expected future business and financial performance, including, among other things: (i) expected operating results, such as revenue growth and increases in earned premium; (ii) changes in the market for Hagerty’s products and services, (iii) Hagerty’s plans to expand market share, including planned investments and partnerships; (iv) anticipated business objectives; and (v) the strength of Hagerty’s business model. These statements may be preceded by, followed by or include the words "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "goal," "intend," "likely," "outlook," "plan," "potential," "project," "seek," "target," "can," "could," "may," "should," "would," "will," the negatives thereof and other words and terms of similar meaning.

A number of factors could cause actual results or outcomes to differ materially from those indicated by these forward-looking statements. These factors include, but are not limited to: (i) Hagerty’s ability to compete effectively within its industry and attract and retain members; (ii) its dependence on a limited number of insurance distribution and underwriting carrier partners; (iii) Hagerty’s ability to prevent, monitor and detect fraudulent activity, including its reliance on a limited number of payment processing services; (iv) disruptions, interruptions, outages with its technology platforms or third-party services; (v) the limited operating history of some of Hagerty’s membership products and the success of any new insurance programs and products; (vi) adverse impacts from the COVID-19 pandemic and current and future variants of the virus; (vii) the cyclical nature of the insurance business including through any periods of recession, economic downturn or inflation; (viii) unexpected increases in the frequency or severity of claims; (ix) compliance with the numerous laws and regulations applicable to Hagerty’s business, including state, federal and foreign laws relating to insurance and rate increases, privacy, the internet and accounting matters; (x) whether investors or securities analysts view Hagerty’s stock structure unfavorably, particularly its dual-class structure; (xi) the fact that Hagerty is a controlled company; and (xii) other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission (the "SEC") by Hagerty.

The forward-looking statements herein represent the judgment of Hagerty as of the date of this release and Hagerty disclaims any intent or obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise. This press release should be read in conjunction with the information included in the Company's other press releases, reports and other filings with the SEC. Understanding the information contained in these filings is important in order to fully understand Hagerty’s reported financial results and our business outlook for future periods.

About Hagerty, Inc. (NYSE: HGTY)

Based in Traverse City, Michigan, Hagerty's purpose is to save driving and car culture for future generations and its mission is to build a global business to fund that purpose. Hagerty is an automotive enthusiast brand offering integrated membership products and programs as well as a specialty insurance provider focused on the global automotive enthusiast market. Hagerty is home to Hagerty Marketplace, Broad Arrow Group, Hagerty Drivers Club, Hagerty Drivers Club magazine, Hagerty Drivers Foundation, Hagerty DriveShare, Hagerty Valuation Tools, Hagerty Media, MotorsportReg, Hagerty Garage + Social, The Amelia, the Concours d'Elegance of America, the Greenwich Concours d'Elegance, the California Mille, Motorlux and more. For more information on Hagerty, please visit www.hagerty.com, or connect with us on Facebook, Instagram and Twitter.

More information can be found at newsroom.hagerty.com.

Contact: Jay Koval, investor@hagerty.com
Hagerty Media Contact: Andrew Heller, aheller@hagerty.com

Category: Financial

Source: Hagerty
5


Hagerty, Inc.
Condensed Consolidated Statements of Operations (Unaudited)

Three months ended September 30,
2022 2021 $ Change % Change
REVENUE: in thousands (except percentages)
Commission and fee revenue $ 85,457  $ 76,188  $ 9,269  12.2  %
Earned premium 107,487  78,699  28,788  36.6  %
Membership, marketplace and other revenue 23,813  13,198  10,615  80.4  %
Total revenue 216,757  168,085  48,672  29.0  %
OPERATING EXPENSES:
Salaries and benefits 50,120  42,287  7,833  18.5  %
Ceding commission 50,415  37,195  13,220  35.5  %
Losses and loss adjustment expenses 60,605  32,298  28,307  87.6  %
Sales expense 44,097  32,098  11,999  37.4  %
General and administrative services 23,853  16,563  7,290  44.0  %
Depreciation and amortization 8,890  5,886  3,004  51.0  %
Total operating expenses 237,980  166,327  71,653  43.1  %
OPERATING INCOME (LOSS) (21,223) 1,758  (22,981) (1307.2) %
Change in fair value of warrant liabilities 11,583  —  11,583  100.0  %
Revaluation gain on previously held equity method investment 34,735  —  34,735  100.0  %
Interest and other income (expense) 662  (417) 1,079  258.8  %
INCOME (LOSS) BEFORE INCOME TAX EXPENSE 25,757  1,341  24,416  1,820.7  %
Income tax benefit (expense) 91  (1,888) 1,979  104.8  %
Income (loss) from equity method investment, net of tax (1,535) —  (1,535) (100.0) %
NET INCOME (LOSS) 24,313  (547) 24,860  4,544.8  %
Net loss (income) attributable to non-controlling interest (9,599) 68  (9,667) (14,216.2) %
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST $ 14,714  $ (479) $ 15,193  (3,171.8) %
Earnings (loss) per share of Class A Common Stock
Basic $ 0.18  N/A
Diluted $ 0.07  N/A
Weighted-average shares of Class A Common Stock outstanding:
Basic 82,816  N/A
Diluted 336,768  N/A
Earnings (loss) per Members' Unit
Basic and diluted N/A $ (4.79)
Weighted-average units outstanding:
Basic and diluted N/A 100
6


Hagerty, Inc.
Condensed Consolidated Statements of Operations (Unaudited)

Nine months ended September 30,
2022 2021 $ Change % Change
REVENUE: in thousands (except percentages)
Commission and fee revenue $ 243,424  $ 214,004  $ 29,420  13.7  %
Earned premium 290,719  212,370  78,349  36.9  %
Membership, marketplace and other revenue 56,442  38,320  18,122  47.3  %
Total revenue 590,585  464,694  125,891  27.1  %
OPERATING EXPENSES:
Salaries and benefits 149,867  122,134  27,733  22.7  %
Ceding commission 138,048  101,262  36,786  36.3  %
Losses and loss adjustment expenses 136,144  87,643  48,501  55.3  %
Sales expense 109,989  80,810  29,179  36.1  %
General and administrative services 64,040  46,627  17,413  37.3  %
Depreciation and amortization 24,337  15,282  9,055  59.3  %
Total operating expenses 622,425  453,758  168,667  37.2  %
OPERATING INCOME (LOSS) (31,840) 10,936  (42,776) (391.1) %
Change in fair value of warrant liabilities 37,869  —  37,869  100.0  %
Revaluation gain on previously held equity method investment 34,735  —  34,735  100.0  %
Interest and other income (expense) (375) (1,041) 666  64.0  %
INCOME (LOSS) BEFORE INCOME TAX EXPENSE 40,389  9,895  30,494  308.2  %
Income tax benefit (expense) (4,077) (4,790) 713  14.9  %
Income (loss) from equity method investment, net of tax (1,676) —  (1,676) (100.0) %
NET INCOME (LOSS) 34,636  5,105  29,531  578.5  %
Net loss (income) attributable to non-controlling interest 2,049  204  1,845  904.4  %
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST $ 36,685  $ 5,309  $ 31,376  591.0  %
Earnings (loss) per share of Class A Common Stock
Basic $ 0.44  N/A
Diluted $ 0.03  N/A
Weighted-average shares of Class A Common Stock outstanding:
Basic 82,569  N/A
Diluted 335,392  N/A
Earnings (loss) per Members' Unit
Basic and diluted N/A $ 53.09 
Weighted-average units outstanding:
Basic and diluted N/A 100
7


Hagerty, Inc.
Condensed Consolidated Balance Sheets (Unaudited)

September 30,
2022
December 31,
2021
ASSETS in thousands (except share amounts)
Current Assets:
Cash and cash equivalents $ 180,417  $ 275,332 
Restricted cash and cash equivalents 435,916  328,640 
Accounts receivable 69,730  46,729 
Premiums receivable 135,293  75,297 
Commission receivable 48,213  57,596 
Prepaid expenses and other current assets 47,428  30,155 
Notes receivable 22,390  — 
Deferred acquisition costs, net 114,172  81,535 
Total current assets 1,053,559  895,284 
Property and equipment, net 28,142  28,363 
Long-Term Assets:
Prepaid expenses and other non-current assets 39,110  30,565 
Notes receivable 7,347  — 
Intangible assets, net 101,536  76,171 
Goodwill 115,031  11,488 
Total long-term assets 263,024  118,224 
TOTAL ASSETS $ 1,344,725  $ 1,041,871 
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable $ 26,374  $ 9,084 
Losses payable and provision for unpaid losses and loss adjustment expenses 162,925  109,351 
Unearned premiums 249,823  175,199 
Commissions payable 81,712  60,603 
Due to insurers 98,189  58,031 
Advanced premiums 24,113  13,867 
Accrued expenses 48,167  46,074 
Contract liabilities 27,830  21,723 
Other current liabilities 1,404  1,886 
Total current liabilities 720,537  495,818 
Long-Term Liabilities:
Accrued expenses 9,167  13,166 
Contract liabilities 18,833  19,667 
Long-term debt 136,000  135,500 
Deferred tax liability 13,546  10,510 
Warrant liabilities 49,591  89,366 
Other long-term liabilities 7,292  7,043 
Total long-term liabilities 234,429  275,252 
TOTAL LIABILITIES $ 954,966  $ 771,070 
(continued)
8


Hagerty, Inc.
Condensed Consolidated Balance Sheets (Unaudited)

September 30,
2022
December 31,
2021
in thousands (except share amounts)
Commitments and Contingencies
Redeemable non-controlling interest $ —  $ 593,277 
STOCKHOLDERS' / MEMBERS' EQUITY
Preferred stock, $0.0001 par value (20,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively) —  — 
Class A common stock, $0.0001 par value (500,000,000 shares authorized, 83,202,969 and 82,327,466 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)
Class V common stock, $0.0001 par value (300,000,000 authorized, 251,033,906 shares issued and outstanding as of September 30, 2022 and December 31, 2021) 25  25 
Additional paid-in capital 546,393  160,189 
Accumulated earnings (deficit) (445,590) (482,276)
Accumulated other comprehensive income (loss) (1,728) (1,727)
Total stockholders' / members' equity (deficit) 99,108  (323,781)
Non-controlling interest 290,651  1,305 
Total equity 389,759  (322,476)
TOTAL LIABILITIES AND EQUITY $ 1,344,725  $ 1,041,871 
(concluded)
9


Hagerty, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine months ended September 30,
2022 2021
OPERATING ACTIVITIES: in thousands
Net income (loss) $ 34,636  $ 5,105 
Adjustments to reconcile net income (loss) to net cash from operating activities:
Change in fair value of warrant liabilities (37,869) — 
Loss on equity method investment 1,676  — 
Revaluation gain on previously held equity method investment (34,735) — 
Depreciation and amortization expense 24,337  15,282 
Provision for deferred taxes 3,373  3,901 
Loss on disposals of equipment, software and other assets 1,131  2,319 
Stock-based compensation expense 8,165  — 
Other 242  163 
Changes in operating assets and liabilities:
Accounts receivable (21,122) (16,548)
Premiums receivable (59,995) (54,051)
Commission receivable 9,364  9,584 
Prepaid expenses and other assets (16,294) (16,302)
Deferred acquisition costs (32,637) (30,865)
Accounts payable 16,842  (1,812)
Losses payable and provision for unpaid losses and loss adjustment expenses 53,574  26,623 
Unearned premiums 74,624  67,041 
Commissions payable 21,109  22,443 
Due to insurers 40,876  36,589 
Advanced premiums 10,363  7,625 
Accrued expenses (4,801) 2,946 
Contract liabilities (9) 4,560 
Other current liabilities 713  756 
Net Cash Provided by Operating Activities 93,563  85,359 
INVESTING ACTIVITIES:
Purchases of property, equipment and software (33,429) (31,163)
Acquisitions, net of cash acquired (12,715) (11,345)
Purchase of previously held equity method investment (15,250) — 
Issuance of note receivable to previously held equity investment (7,000) — 
Issuance of notes receivable (8,391) — 
Purchase of fixed income securities (2,448) (12,433)
Maturities of fixed income securities 1,216  1,206 
Other investing activities (1,662) (26)
Net Cash Used in Investing Activities $ (79,679) $ (53,761)
(continued)
10


Hagerty, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine months ended September 30,
2022 2021
FINANCING ACTIVITIES: in thousands
Payments on long-term debt $ (90,500) $ (18,000)
Proceeds from long-term debt 91,000  67,500 
Contribution from non-controlling interest 1,000  500 
Payments on notes payable (1,000) (1,000)
Distributions —  (4,056)
Net Cash Provided by Financing Activities 500  44,944 
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents (2,023) (196)
Change in cash and cash equivalents and restricted cash and cash equivalents 12,361  76,346 
Beginning cash and cash equivalents and restricted cash and cash equivalents 603,972  299,078 
Ending cash and cash equivalents and restricted cash and cash equivalents $ 616,333  $ 375,424 
NON-CASH INVESTING ACTIVITIES:
Purchase of property and equipment and software $ 4,137  $ 5,789 
Broad Arrow acquisition $ 73,253  $ — 
Other acquisitions $ 7,500  $ 3,763 
CASH PAID FOR:
Interest $ 2,965  $ 1,636 
Income taxes $ 5,253  $ 2,200 
(concluded)
The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented for the nine months ended September 30, 2022 and 2021:

2022 2021
in thousands
Cash and cash equivalents $ 180,417  $ 47,879 
Restricted cash and cash equivalents 435,916  327,545 
Total cash and cash equivalents and restricted cash and cash equivalents on the Condensed Consolidated Statements of Cash Flows $ 616,333  $ 375,424 
11


Hagerty, Inc.
Key Performance Indicators and Certain Non-GAAP Financial Measures

Key Performance Indicators

In addition to the measures presented in our Condensed Consolidated Financial Statements, we use the following key performance indicators and certain non-GAAP financial measures to evaluate our business, measure our performance, identify trends in our business against planned initiatives, prepare financial projections and make strategic decisions. We believe these financial and operational measures are useful in evaluating our performance when read together with our financial results prepared in accordance with GAAP. The following tables present these metrics as of and for the periods presented:

Three months ended
September 30,
Nine months ended
September 30,
2022 2021 2022 2021
Total Revenue (in thousands)
$216,757 $168,085 $590,585 $464,694
New Business Count (Insurance) 68,561 68,077 190,997 196,889
Total Written Premium (in thousands)
$222,136 $192,091 $614,623 $533,889
Loss Ratio 56.4% 41.0% 46.8% 41.3%
Operating Income (Loss) (in thousands)
$(21,223) $1,758 $(31,840) $10,936
Contribution Margin (in thousands)
$38,631 $44,863 $136,809 $129,409
Net Income (Loss) (in thousands)
$24,313 $(547) $34,636 $5,105
Adjusted EBITDA (in thousands)
$(10,010) $7,644 $96 $27,982
Basic Earnings (Loss) Per Share $0.18 N/A $0.44 N/A
Adjusted Earnings (Loss) Per Share $(0.06) N/A $(0.10) N/A

September 30,
2022
December 31, 2021
Policies in Force 1,310,646 1,247,056
Policies in Force Retention 88.0% 89.1%
HDC Paid Member Count 749,740 718,583
Net Promoter Score (NPS) 82.0 82.0

Non-GAAP Financial Measures

Contribution Margin and Contribution Margin Ratio

We define Contribution Margin as total revenue less operating expenses adding back our fixed operating expenses such as depreciation and amortization, general and administrative costs and shared service salaries and benefits expenses. We define Contribution Margin Ratio as Contribution Margin divided by total revenue.

We present Contribution Margin and Contribution Margin Ratio because we consider them to be important supplemental measures of our performance and believe that these non-GAAP financial measures are useful to investors for period-to-period comparisons of our business and in understanding and evaluating our operating results.

We caution investors that Contribution Margin and Contribution Margin Ratio are not recognized measures under GAAP and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and that Contribution Margin and Contribution Margin Ratio, as we define them, may be defined or calculated differently by other companies. In addition, both Contribution Margin and Contribution Margin Ratio have limitations as analytical tools because they exclude certain significant recurring expenses of our business.

Our management uses Contribution Margin and Contribution Margin Ratio to:

•analyze the relationship between cost, volume and profit as revenue grows;
•measure how much profit is earned for any product or service sold; and
•measure how different management actions could affect the Company's total revenue and related cost levels.
12



The following table reconciles Contribution Margin and Contribution Margin Ratio to the most directly comparable GAAP measures, which are Operating income (loss) and Operating income (loss) margin (Operating income (loss) divided by Total revenue), respectively:

Three months ended
September 30,
Nine months ended
September 30,
2022 2021 2022 2021
in thousands (except percentages)
Total revenue $ 216,757  $ 168,085  $ 590,585  $ 464,694 
Less: total operating expenses 237,980  166,327  622,425  453,758 
Operating income (loss) $ (21,223) $ 1,758  $ (31,840) $ 10,936 
Operating income (loss) margin (10) % % (5) % %
Add: fixed operating expenses $ 59,854  $ 43,105  $ 168,649  $ 118,473 
Contribution Margin $ 38,631  $ 44,863  $ 136,809  $ 129,409 
Contribution Margin Ratio (1)
18  % 27  % 23  % 28  %
(1) The decrease in our contribution margin is primarily driven by an increase in Hagerty Re quota share.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) (the most directly comparable GAAP measure) before interest, income taxes, and depreciation and amortization (EBITDA), adjusted to exclude changes in fair value of warrant liabilities, stock-based compensation expense, gains and losses from asset disposals and certain other non-recurring gains and losses. We present Adjusted EBITDA because we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry.

Our management uses Adjusted EBITDA:

•as a measure of operating performance of our business on a consistent basis, as it removes the impact of items not directly resulting from our core operations;
•for planning purposes, including the preparation of our internal annual operating budget and financial projections;
•to evaluate the performance and effectiveness of our operational strategies;
•to evaluate our capacity to expand our business;
•as a performance factor in measuring performance under our executive compensation plan; and
•as a preferred predictor of core operating performance, comparisons to prior periods and competitive positioning.

By providing this non-GAAP financial measure, together with a reconciliation to the most directly comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. However, Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as an alternative to, or a substitute for net income (loss) or other financial statement data presented in our Condensed Consolidated Financial Statements as indicators of financial performance. Some of these limitations include:

•Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
•Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes; and
13


•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures does not reflect any cash requirements for such replacements; and
•other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

The following table reconciles Adjusted EBITDA to the most directly comparable GAAP measure, which is Net income (loss):

Three months ended
September 30,
Nine months ended
September 30,
2022 2021 2022 2021
in thousands
Net income (loss) $ 24,313  $ (547) $ 34,636  $ 5,105 
Interest and other (income) expense (662) 417  375  1,041 
Income tax (benefit) expense (91) 1,888  4,077  4,790 
Depreciation and amortization 8,890  5,886  24,337  15,282 
Change in fair value of warrant liabilities (11,583) —  (37,869) — 
Stock-based compensation expense 3,858  —  8,165  — 
Revaluation gain on previously held equity method investment (34,735) —  (34,735) — 
Net (gain) loss from asset disposals —  —  —  1,764 
Other non-recurring (gains) losses (1)
—  —  1,110  — 
Adjusted EBITDA $ (10,010) $ 7,644  $ 96  $ 27,982 
(1) Other non-recurring (gains) losses relates to severance expense recognized for the nine months ended September 30, 2022.

Net income (loss) and Adjusted EBITDA include $10.0 million of estimated net losses related to Hurricane Ian. Additionally, we strengthened reserves for U.S. auto liability by $6.5 million for the 2022 accident year. Both of these events adversely impacted the 2022 results compared to the three and nine months ended September 30, 2021.

We incurred $6.0 million and $7.6 million during the three months ended September 30, 2022 and 2021, respectively, and $24.1 million and $23.3 million during the nine months ended September 30, 2022 and 2021, respectively, for certain pre-revenue costs related to scaling our infrastructure, newly-developed digital platforms and legacy systems, human resources and occupancy to accommodate our alliance with State Farm and other potential distribution partnerships as well as to further develop our Hagerty Marketplace initiatives. These costs were not included in the Adjusted EBITDA reconciliation above.

Pursuant to a defined set of activities and objectives, these expenses are adding entirely new capabilities for us, integrating our new and legacy policyholder, membership and Hagerty Marketplace systems with State Farm’s legacy policy and agent management systems and other third-party platforms. In addition to onboarding a third-party project management system related to these initiatives, we leased a new member service center in Dublin, Ohio and added several hundred new employees as of September 30, 2022 to meet the expected transactional volume from these initiatives. These costs commenced in 2020 and will reduce our operating profitability until we start to produce adequate revenue to cover the ongoing costs, primarily associated with serving State Farm customers.

Adjusted EPS

We define Adjusted Earnings (Loss) Per Share ("Adjusted EPS") as consolidated Net income (loss) attributable to both our controlling and non-controlling interest, less the change in fair value of our warrants and the revaluation gain on previously held equity method investment, divided by our outstanding and total potentially dilutive securities. The total potentially dilutive securities includes (1) the weighted-average issued and outstanding shares of Class A Common Stock, (2) all issued and outstanding non-controlling interest Hagerty Group Units, (3) all unexercised warrants and (4) all unvested stock-based compensation awards.

14


In the third quarter of 2022, we began removing (1) the change in fair value of our warrants and (2) the revaluation gain on previously held equity method investment from consolidated Net income (loss) attributable to both our controlling and non-controlling interest for purposes of calculating Adjusted EPS. While this Quarterly Report on Form 10-Q does not include references to prior periods' non-GAAP measures, as revised, our Adjusted EPS for the three and nine months ended September 30, 2022 are $(0.06) and $(0.10), respectively, as compared to $0.07 and $0.10, respectively, under the prior formulation of Adjusted EPS. We believe this updated presentation of Adjusted EPS enhances investors' understanding of our financial performance from activities occurring in the ordinary course of our business.

The most directly comparable GAAP measure is basic earnings per share ("Basic EPS"), which is calculated as Net income (loss) attributable to controlling interest divided by the weighted average of Class A Common Stock outstanding during the period.

We present Adjusted EPS because we consider it to be an important supplemental measure of our operating performance and believe it is used by investors and securities analysts in evaluating the consolidated performance of other companies in our industry. We also believe that Adjusted EPS, which compares our consolidated Net income (loss) (which includes our controlling and non-controlling interest) with our outstanding and potentially dilutive shares, provides useful information to investors regarding our performance on a fully consolidated basis.

Our management uses Adjusted EPS:
•as a measure of operating performance of our business on a fully consolidated basis;
•to evaluate the performance and effectiveness of our operational strategies;
•to evaluate our capacity to expand our business; and
•as a preferred predictor of core operating performance, comparisons to prior periods and competitive positioning.

We caution investors that Adjusted EPS is not a recognized measure under GAAP and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, including Basic EPS, and that Adjusted EPS, as we define it, may be defined or calculated differently by other companies. In addition, Adjusted EPS has limitations as an analytical tool and should not be considered as a measure of profit or loss per share.

15


The following table reconciles Adjusted EPS to the most directly comparable GAAP measure, which is Basic EPS:

Three months ended September 30, 2022
Nine months ended September 30, 2022
in thousands (except per share amounts)
Numerator:
Net income (loss) attributable to controlling interest(1)
$ 14,714  $ 36,685 
Net income (loss) attributable to non-controlling interest 9,599  (2,049)
Consolidated net income (loss) 24,313  34,636 
Change in fair value of warrant liabilities (11,583) (37,869)
Revaluation gain on previously held equity method investment (34,735) (34,735)
Adjusted consolidated net income (loss)(2)
$ (22,005) $ (37,968)
Denominator:
Weighted-average shares of Class A Common Stock outstanding — basic(1)
82,816  82,569 
Total potentially dilutive securities outstanding:
Conversion of non-controlling interest Hagerty Group Units to
Class A Common Stock
255,758 255,758
Total warrants outstanding 19,484  19,484 
Total unvested stock-based compensation awards 6,878  6,878 
Potentially dilutive shares outstanding 282,120  282,120 
Fully dilutive shares outstanding(2)
364,936  364,689 
Basic EPS = (Net income (loss) attributable to controlling interest / Weighted-average shares of Class A Common Stock outstanding)(1)
$ 0.18  $ 0.44 
Adjusted EPS = (Adjusted consolidated net income (loss) / Fully dilutive shares outstanding)(2)
$ (0.06) $ (0.10)
(1) Numerator and Denominator of the GAAP measure Basic EPS
(2) Numerator and Denominator of the non-GAAP measure Adjusted EPS
16
EX-99.3 4 a2022q3investorpresentat.htm EX-99.3 a2022q3investorpresentat




FORWARD LOOKING STATEMENTS / NON-GAAP FINANCIAL MEASURES This presentation contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. These forward-looking statements reflect our current expectations and projections with respect to our expected future business and financial performance, including, among other things: (i) expected operating results, such as revenue growth and increases in earned premium; (ii) changes in the market for our products and services; (iii) our plans to expand market share, including planned investments and partnerships; (iv) anticipated business objectives; and (v) the strength of our business model. These statements may be preceded by, followed by, or include the words “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “outlook,” “plan,” “potential,” “project,” “seek,” “target,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning. A number of factors could cause actual results or outcomes to differ materially from those indicated by these forward- looking statements. These factors include, but are not limited to: (i) our ability to compete effectively within our industry and attract and retain members; (ii) our dependence on a limited number of insurance distribution and underwriting carrier partners; (iii) our ability to prevent, monitor and detect fraudulent activity, including our reliance on a limited number of payment processing services; (iv) disruptions, interruptions, outages with our technology platforms or third-party services; (v) the limited operating history of some of our membership products and the success of any new insurance programs and products; (vi) adverse impacts from the COVID-19 pandemic and current and future variants of the virus; (vii) manage the cyclical nature of the insurance business, including through any periods of recession, economic downturn or inflation; (viii) unexpected increases in the frequency or severity of claims; (ix) compliance with the numerous laws and regulations applicable to our business, including state, federal, and foreign laws relating to insurance and rate increases, privacy, the internet and accounting matters; (x) whether investors or securities analysts view our stock structure unfavorably, particularly our dual-class structure; (xi) the fact that we are a controlled company; and (xii) other risks and uncertainties indicated from time to time in documents we file or will file with the Securities and Exchange Commission (the “SEC”). The forward-looking statements herein represent our judgment as of the date of this release and we disclaim any intent or obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise. This presentation should be read in conjunction with the information included in our filings with the SEC and press releases. Understanding the information contained in these filings is important in order to fully understand our reported financial results and our business outlook for future periods. In addition, this presentation contains certain “non-GAAP financial terms”. The non-GAAP measures are presented for supplemental informational purposes only. Reconciliations to the most directly comparable financial measure calculated and presented in accordance with GAAP are provided in the appendix to this presentation.


 
Total Revenue Growth of 27% Written Premium growth of 15% Acquired Broad Arrow Group (Marketplace for buying, selling and financing collector cars) and successfully executed the first live Motorlux auction in Monterey with over $55 million in total vehicle sales State Farm partnership progressing well through the testing phase and regulatory approval process; expect to begin activating 19,200 State Farm agents in the first half of 2023 YTD 2022 KEY HIGHLIGHTS


 
PROVEN TRACK RECORD OF PROFITABLE LONG-TERM GROWTH 1 Hagerty’s year-to-date loss ratio of 46.8% includes the $10.0 million impact from Hurricane Ian (3.4%) as well as the increased U.S. liability reserves of $6.5 million (2.2%). Recently implemented rate changes expected to drive 2023 loss ratios in line with historical results. Source: Hagerty Internal Data, S&P Global Market Intelligence (2022). Hagerty U.S. Auto Premium Growth vs. Industry Top 100 Hagerty U.S. Auto - CAGR 13% Industry Top 100 - CAGR 4% Sustained Growth 5X the Industry Top 100 Hagerty U.S. Auto Loss Performance vs. Industry Top 100 To ta l L os s Pe rfo rm an ce 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 20% 30% 40% 50% 60% 70% 80% Hagerty Loss Ratio - average = 38% Industry Loss Ratio - average = 66% Stable and Predictable Loss Performance well below Industry Average To ta l P er ce nt ag e G ro w th 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 0 50 100 150 200 250 300 59% 288% Written Premium Growth 2010-2021 CAGR YTD 2022 Hagerty 13% 15% Industry 4% ~3% Delta 9% 12% Loss Ratio 2010-2021 Average YTD 2022 Hagerty1 38% 47% Industry 66% ~75% Delta (28)% (28)%


 
» Marketplace represents a large and growing opportunity for Hagerty » Significant adjacent market opportunity demonstrated by ~300,000 cars transacting for ~$12.5 billion through Hagerty’s insurance book over the last twelve months » Executed first live auction at Motorlux in Monterey with $55 million in total vehicle sales helping drive $8 million in year-to-date Hagerty Marketplace revenue » Other opportunities include insurance sales, raising retention through recapturing insurance policies, HDC memberships, HG+S storage fees, media sales and owner/operator event revenue » Broad Arrow Group acquisition closed during the third quarter and is expected to be immediately accretive in 2022 » Launching Hagerty Marketplace online auctions during the fourth quarter » Proven leadership team with strong cultural fit HAGERTY MARKETPLACE


 
HAGERTY + STATE FARM PARTNERSHIP » Digital and technology teams are progressing through the testing phase and regulatory approval process for the State Farm partnership » Expect to begin activating State Farm’s 19,200 agents to sell classic car policies in the first half of 2023 » Anticipated average annual revenue per customer: $85-$110 » State Farm aligned in the success of the strategic partnership with $500 million investment in Hagerty » 10-year initial contract » 460,000+ existing collector car policies » Up to 75% Hagerty Driver’s Club (HDC) enrollment possible on new insurance policies


 
On Mission On Track 2022 + Beyond YTD 2022 Progress Insurance » Grow omnichannel distribution (onboard new partners and deepen existing) » Expand share of insurance underwriting profit » Deliver frictionless member experience (sales, service, claims) » State Farm partnership progress continues with regulatory approvals and systems testing » Delivering key broker results and encouraging success with private client efforts » Rate approvals on track and increasing impact on written premium growth Reinsurance » Increase contractual quota share » Grow international footprint » U.S. and U.K. Reinsurance Quota Share up to 70% further increasing our share of profit Membership » Drive increase in paid membership » Enhance value proposition » Develop partnership model » Expand to international markets » Paid HDC membership increased 5% to ~750,000 members » Launched new HDC digital onboarding journey Marketplace » Leverage Broad Arrow Group investment » Launch live and time-based auctions » Grow asset-based lending » Acquired Broad Arrow Group, which delivered $6 million in revenue in the third quarter » Large and growing market opportunity demonstrated by ~300,000 cars transacting for ~$12.5 billion through Hagerty’s insurance book for the twelve months ended September 30, 2022 » Acquired Speed Digital, a software-as-a-service (SaaS) solution for classic car dealers & auction houses » Launched Hagerty Classifieds, a platform for car enthusiasts to buy and sell, while enhancing HDC membership engagement Media + Entertainment » Develop owned and operated events » Expand digital audience » Leverage Sony partnership with Gran Turismo gaming platform » Expand video distribution » Increase advertising and sponsorship revenue » Hagerty video content generated 23.1 million views, 120,000 new subscribers, and 431 million impressions across 26 unique episodic pieces of content on YouTube during the third quarter. In September, we launched a new original series, The Driver’s Seat, featuring Henry Catchpole » 1.2 million monthly unique visitors and 8.8 million monthly page views on Hagerty’s media website » Held the rebranded Motorlux event that kicked off Monterey Car Week and used the event to preview the Broad Arrow Group auction with 3,200 ticketed attendees and over 50 sponsors » Held the inaugural Detroit Concours with ~5,000 participants in the heart of downtown Motor City Impact » Create carbon neutrality plan » Establish government affairs program » Environmental, social, and governance program assessment completed and prioritized impact initiatives » Rolled out carbon neutral driving event strategy at the California Mille MILESTONES & HIGHLIGHTS


 
1 Hagerty’s year-to-date loss ratio of 46.8% includes the $10.0 million impact from Hurricane Ian (3.4%) and increased U.S. reserves of $6.5 million (2.2%). 2 See Appendix for additional information regarding these non-GAAP measures. 46.8% Loss Ratio1Total Revenue 88% Retention (1)% $456 Revenue per Paid Member 25% $615M Written Premium 15% 750k 5% HDC Paid Member Count GROWTH PERSISTENCE PROFITABILITY YTD Q3 2022 CONSOLIDATED FINANCIAL HIGHLIGHTS $(32)M Operating Income (Loss) $137M Contribution Margin2 $0M Adjusted EBITDA2 $35M Net Income (Loss) $0.44 $(0.10) $591M 27% 5.6%


 
REVENUE COMPONENTS 1 Includes base commissions, payment plan fees and contingent underwriting commissions. 2 Currently applies to U.S. and U.K. programs. Generally described as an arrangement where underwriting risk and profit is shared proportionately. $168 $217 $79 $107 $13 $24 $76 $86 Q3 2021 Q3 2022 $465 $591 $212 $291 $39 $56 $214 $244 YTD Q3 2021 YTD Q3 2022 M illi on s Total Revenue Commission + fee revenue1 Membership, marketplace + other revenue Earned premium in Hagerty Reinsurance 12% 80% 37% Growth 14% 47% 37% Growth GROWTH 29% GROWTH 27% Q3 YTD Commission + fee revenue (+14%) » New business written premium growth 13% » Policies in Force retention of 88% Membership, marketplace + other revenue (+47%) » Membership revenue growth of 10% » Hagerty Marketplace delivered $8 million in revenue, including $5 million in auction revenue » 75% of new insurance customers join HDC Earned premium in Hagerty Reinsurance (+37%) » Contractual quota share2 increased to 70% in 2022 YTD 2022 Highlights


 
1 Adjusted EBITDA and Net Income (Loss) in 2022 were negatively impacted by $16.5 million in losses related to Hurricane Ian and increased 2022 U.S. reserves, as well as a $4.1 million reduction in contingent underwriting commissions. 2 See Appendix for additional information regarding this non-GAAP financial measure. $(1) $24 $5 $35 $8 $(10) $28 $0 Q3 2021 Q3 2022 YTD Q3 2021 YTD Q3 2022 Adjusted EBITDA Net Income (Loss)M illi on s Adjusted EBITDAQ3 YTD EARNINGS ANALYSIS IN THOUSANDS Q3 2021 Q3 2022 YTD 2021 YTD 2022 Net Income (Loss)1 $(547) $24,313 $5,105 $34,636 Interest and Other (Income) Expense 417 (662) 1,041 375 Income Tax (Benefit) Expense 1,888 (91) 4,790 4,077 Depreciation and Amortization 5,886 8,890 15,282 24,337 Change in Fair Value of Warrant Liabilities — (11,583) — (37,869) Stock-Based Compensation Expense — 3,858 — 8,165 Revaluation Gain on Previously Held Equity Method Investment — (34,735) — (34,735) Net (Gain) Loss from Asset Disposals — — 1,764 — Other Non-Recurring (Gains) Losses — — — 1,110 Adjusted EBITDA1, 2 $7,644 $(10,010) $27,982 $96 Net Income (Loss) and Adjusted EBITDA include substantial pre-revenue costs related to scaling infrastructure, legacy systems and newly-developed digital platforms, human resources and occupancy to accommodate our alliance with State Farm and other potential distribution partnerships as well as to further develop our Marketplace transactional platform. Q3 YTD 2021 $23M | Q3 YTD 2022 $24M Pre-Revenue Investments for Growth


 
1 See Appendix for additional information regarding these non-GAAP financial measures. 2 The difference between Net Income (Loss) and Adjusted EBITDA is due primarily to a $37.9 million gain for the nine months ended September 30, 2022 resulting from a decrease in the fair value of warrant liabilities and a $34.7 million revaluation gain on our previously held equity method investment, immediately prior to the purchase of Broad Arrow Group. Both of these gains were recognized as non-operating income and are included in Net Income (Loss) but excluded when calculating Adjusted EBITDA. 3 Growth based metric not comparable due to lack of Q3 2021 metric. 2022 OUTLOOK Strong top-line growth, bottom line impacted primarily by Hurricane Ian 2022 Outlook 2022 Outlook YTD Q3 2022 ResultsNumeric Ranges Percentage Growth Total Revenue $767M - $792M 24% - 28% 27% Total Written Premium $769M - $796M 14% - 18% 15% Policies in Force Retention 88% - 89% 88% Total Members 2.58M - 2.63M 6% - 8% 7% Revenue per Paid Member $564 - $599 13% - 20% 21% HDC Paid Member Count 752K - 762K 5% - 6% 5% Net Income (Loss) $5M - $15M NM2 $35M2 Adjusted EBITDA1 $(10)M - $(5)M NM2 $0M2 Basic Earnings (Loss) per Share $0.35 - $0.38 NM $0.443 Adjusted Earnings (Loss) per Share1 $(0.19) - $(0.16) NM $(0.10)3 » YTD Total Revenue growth tracking towards the high end of the full year outlook » Net Income (Loss), Adjusted EBITDA and EPS were each negatively impacted by $17 million from Hurricane Ian and increased U.S. reserves, as well as a $4 million reduction in contingent underwriting commissions


 




1 See Appendix for additional information regarding these non-GAAP financial measures. 2 Metrics measured as of the end of the period. 3 Hagerty’s third quarter 2022 loss ratio of 56.4% and year-to-date 2022 loss ratio of 46.8% includes the $10.0 million impact from Hurricane Ian (9.3% and 3.4%, respectively) and increased U.S. reserves of $6.5 million (6.1% and 2.2%, respectively). KEY PERFORMANCE INDICATORS + SUPPLEMENTAL FINANCIAL INFORMATION Q3 2021 Q3 2022 YTD 2021 YTD 2022 HDC Paid Member Count2 711,749 749,740 711,749 749,740 Total Written Premium (thousands) $192,091 $222,136 $533,889 $614,623 New Business Count (Insurance) 68,077 68,561 196,889 190,997 Policies in Force Retention2 89.0% 88.0% 89.0% 88.0% Loss Ratio3 41.0% 56.4% 41.3% 46.8% Revenue per Paid Member $131 $164 $378 $456 Total Revenue (thousands) $168,085 $216,757 $464,694 $590,585 Net Promoter Score2 81 82 81 82 Operating Income (Loss) (thousands) $1,758 $(21,223) $10,936 $(31,840) Contribution Margin1 (thousands) $44,863 $38,631 $129,409 $136,809 Net Income (Loss) (thousands) $(547) $24,313 $5,105 $34,636 Basic Earnings per Share N/A $0.18 N/A $0.44 Adjusted EBITDA1 (thousands) $7,644 $(10,010) $27,982 $96 Adjusted Earnings (Loss) per Share1 N/A $(0.06) N/A $(0.10)


 
2 Hagerty’s third quarter 2022 loss ratio of 56.4% and year-to-date 2022 loss ratio of 46.8% includes the $10.0 million impact from Hurricane Ian (9.3% and 3.4%, respectively) and increased U.S. reserves of $6.5 million (6.1% and 2.2%, respectively). 1 Metrics measured as of the end of the period. QUARTERLY KEY PERFORMANCE INDICATORS Q1 2021 Q2 2021 Q3 2021 Q4 2021 TOTAL 2021 Q1 2022 Q2 2022 Q3 2022 YTD 2022 HDC Paid Member Count1 666,609 690,407 711,749 718,583 718,583 727,010 742,825 749,740 749,740 Total Written Premium (thousands) $133,707 $208,091 $192,091 $140,416 $674,305 $154,790 $237,697 $222,136 $614,623 New Business Count (Insurance) 51,799 77,013 68,077 47,589 244,478 47,514 74,922 68,561 190,997 Policies in Force Retention1 90.0% 89.3% 89.0% 89.1% 89.1% 88.9% 88.2% 88.0% 88.0% Loss Ratio2 41.4% 41.4% 41.0% 41.3% 41.3% 41.4% 41.0% 56.4% 46.8% Revenue per Paid Member $111 $136 $131 $121 $499 $134 $158 $164 $456 Total Revenue (thousands) $129,200 $167,409 $168,086 $154,384 $619,079 $167,811 $206,017 $216,757 $590,585 Net Promoter Score1 82 81 81 82 82 82 82 82 82 Operating Income (Loss) (thousands) $(5,096) $14,274 $1,758 $(21,006) $(10,070) $(13,004) $2,387 $(21,223) $(31,840) Net Income (Loss) (thousands) $(6,850) $12,503 $(548) $(66,459) $(61,354) $15,866 $(5,543) $24,313 $34,636 Basic Earnings (Loss) per Share N/A N/A N/A $(0.56) $(0.56) $0.33 $(0.07) $0.18 $0.44


 
Total Written Premium New Business Count (Insurance) HISTORICAL SEASONALITY TRENDS | SUPPLEMENTAL DETAIL $ IN THOUSANDS Q1 Q2 Q3 Q4 Total 2018 82,514 137,943 123,385 86,621 430,463 2019 96,732 158,501 142,030 99,747 497,010 2020 112,421 184,423 163,520 117,870 578,234 2021 133,707 208,091 192,091 140,417 674,306 4 Year Average Total Written Premium % 19% 32% 29% 20% 100% 2022 154,790 237,697 222,136 — — Q1 Q2 Q3 Q4 Total 2018 32,610 56,729 51,795 35,356 176,490 2019 36,848 62,842 57,426 37,585 194,701 2020 41,510 70,622 73,619 50,914 236,665 2021 51,799 77,013 68,077 47,589 244,478 4 Year Average New Business Count % 19% 31% 29% 20% 100% 2022 47,514 74,922 68,561 — — 0 50 100 150 200 250 0 10 20 30 40 50 60 70 80 90 Geographic footprint of our North American book creates seasonal differences by quarter for written premium and new business count


 
21% 28% 28% 24% Q1 Q2 Q3 Q4 0% 10% 20% 30% 40% (15)% 60% 57% (2)% Q1 Q2 Q3 Q4 (30)% (20)% (10)% —% 10% 20% 30% 40% 50% 60% 70% Total Revenue Total Operating Income 4 YEAR AVERAGE 4 YEAR AVERAGE Geographic footprint of our North American book creates seasonal differences by quarter for revenue and total operating income HISTORICAL SEASONALITY TRENDS $ IN THOUSANDS Q1 Q2 Q3 Q4 Total 2018 60,489 85,799 83,864 71,547 301,699 2019 78,479 109,722 111,472 97,601 397,274 2020 106,859 135,462 135,781 121,446 499,548 2021 129,200 167,409 168,086 154,384 619,079 4 Year Average Total Revenue % 21% 28% 28% 24% 100% 2022 167,811 206,017 216,757 — — $ IN THOUSANDS Q1 Q2 Q3 Q4 Total 2018 (2,880) 12,968 6,861 (8,337) 8,612 2019 (5,508) 13,247 9,258 (6,149) 10,848 2020 (4,171) 17,441 12,650 (10,074) 15,846 2021 (5,096) 14,274 1,758 (21,006) (10,070) 4 Year Average Total Operating Income % (15)% 60% 57% (2)% 100% 2022 (13,004) 2,387 (21,223) — —


 
1 Includes base commissions, payment plan fees and contingent underwriting commissions. REVENUE COMPONENTS BY QUARTER 50 53 57 60 63 70 79 83 89 94 107 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 46 72 68 50 54 83 76 58 62 96 86 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 10 11 11 11 12 14 13 13 16 16 24 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Earned premium in Hagerty Reinsurance Commission + fee revenue1 Membership, marketplace + other revenue $ IN MILLIONS


 
1 Metrics measured as of the end of the period. SUPPLEMENTAL FINANCIAL INFORMATION Policies and Vehicles in Force Policies in Force1 Q1 2021 Q1 2022 Q2 2021 Q2 2022 Q3 2021 Q3 2022 U.S. 1,020,638 1,101,557 1,051,423 1,124,545 1,072,634 1,140,892 CAN 126,039 136,136 131,494 140,820 134,196 142,671 U.K. 24,517 26,224 25,091 26,773 25,675 27,083 Total 1,171,194 1,263,917 1,208,008 1,292,138 1,232,505 1,310,646 Vehicles Covered1 Q1 2021 Q1 2022 Q2 2021 Q2 2022 Q3 2021 Q3 2022 U.S. 1,724,680 1,874,514 1,776,202 1,919,325 1,815,734 1,955,747 CAN 175,331 190,224 182,767 196,802 186,801 199,940 U.K. 53,367 57,044 49,205 58,636 56,270 59,425 Total 1,953,378 2,121,782 2,008,174 2,174,763 2,058,805 2,215,112


 
Paid Membership Counts U.S. Q3 2021 Q3 2022 Insurance Member 436,774 462,289 Insurance + HDC 624,596 660,304 HDC Standalone 30,809 29,769 Total U.S. Paid Member Count 1,092,179 1,152,362 Canada Insurance Member 79,386 82,728 Insurance + HDC 53,563 58,085 HDC Standalone 2,781 1,582 Total Canada Paid Member Count 135,730 142,395 Total Insurance Member 516,160 545,017 Insurance + HDC 678,159 718,389 HDC Standalone 33,590 31,351 Total HDC Paid Member Count 711,749 749,740 5% growth Total Paid Member Count 1,227,909 1,294,757 6% growth Total Members Q3 2021 Q3 2022 U.S. 2,179,945 2,335,563 Canada 209,049 221,666 7% growth Total Member Count 2,388,994 2,557,229 Guest Membership Counts Q3 2021 Q3 2022 U.S. 1,087,766 1,183,201 Canada 73,319 79,271 Total Guest Member Count 1,161,085 1,262,472 SUPPLEMENTAL FINANCIAL INFORMATION Total Member Count 2.6M Members (+7%) | 1.3M Paid Members (+6%)


 
Adjusted EBITDA We define Adjusted EBITDA as net income (loss) (the most directly comparable GAAP measure) before interest, income taxes, and depreciation and amortization (EBITDA), adjusted to exclude changes in fair value of warrant liabilities, stock based compensation expense, gains and losses from asset disposals and certain other non-recurring gains and losses. We present Adjusted EBITDA because we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Our management uses Adjusted EBITDA: as a measure of operating performance of our business on a consistent basis, as it removes the impact of items not directly resulting from our core operations; for planning purposes, including the preparation of our internal annual operating budget and financial projections; to evaluate the performance and effectiveness of our operational strategies; to evaluate our capacity to expand our business; as a performance factor in measuring performance under our executive compensation plan; and as a preferred predictor of core operating performance, comparisons to prior periods and competitive positioning. By providing this non-GAAP financial measure, together with a reconciliation to the most directly comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. However, Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as an alternative to, or a substitute for net income (loss) or other financial statement data presented in our Condensed Consolidated Financial Statements as indicators of financial performance. Some of these limitations include: Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments; Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt; Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes; and although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures does not reflect any cash requirements for such replacements; and other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. 1 Other non-recurring (gains) losses relates to severance expense recognized for the nine months ended September 30, 2022. RECONCILIATION OF NON-GAAP METRICS Net Income (Loss) to Adjusted EBITDA IN THOUSANDS Q3 2021 Q3 2022 YTD 2021 YTD 2022 Net Income (Loss) ($547) $24,313 $5,105 $34,636 Interest and Other (Income) Expense 417 (662) 1,041 375 Income Tax Expense 1,888 (91) 4,790 4,077 Depreciation and Amortization 5,886 8,890 15,282 24,337 Change in Fair Value of Warrant Liabilities — (11,583) — (37,869) Stock-based Compensation Expense — 3,858 — 8,165 Revaluation Gain on Previously Held Equity Method Investment — (34,735) — (34,735) Net (Gain) Loss from Asset Disposals — — 1,764 — Other Non-Recurring (Gains) Losses1 — — — 1,110 Adjusted EBITDA $7,644 ($10,010) $27,982 $96


 
Contribution Margin and Contribution Margin Ratio We define Contribution Margin as total revenue less operating expenses adding back our fixed operating expenses such as depreciation and amortization, general and administrative costs and shared service salaries and benefits expenses. We define Contribution Margin Ratio as Contribution Margin divided by total revenue. We present Contribution Margin and Contribution Margin Ratio because we consider them to be important supplemental measures of our performance and believe that these non-GAAP financial measures are useful to investors for period- to-period comparisons of our business and in understanding and evaluating our operating results. We caution investors that Contribution Margin and Contribution Margin Ratio are not recognized measures under GAAP and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and that Contribution Margin and Contribution Margin Ratio, as we define them, may be defined or calculated differently by other companies. In addition, both Contribution Margin and Contribution Margin Ratio have limitations as analytical tools because they exclude certain significant recurring expenses of our business. Our management uses Contribution Margin and Contribution Margin Ratio to analyze the relationship between cost, volume and profit as revenue grows; measure how much profit is earned for any product or service sold; and measure how different management actions could affect the Company's total revenue and related cost levels. 1 Decrease in contribution margin percentage primarily driven by increase in Hagerty Re quota share. RECONCILIATION OF NON-GAAP METRICS Operating Income (Loss) to Contribution Margin IN THOUSANDS Q3 2021 % of Total Revenue Q3 2022 % of Total Revenue YTD 2021 % of Total Revenue YTD 2022 % of Total Revenue Total Revenue 168,085 100% 216,757 100% 464,694 100% 590,585 100% Less: Total Operating Expense 166,327 99% 237,980 110% 453,758 98% 622,425 105% Operating Income (Loss) 1,758 1% (21,223) (10)% 10,936 2% (31,840) (5)% Add: Fixed Operating Expenses 43,105 26% 59,854 28% 118,473 25% 168,649 29% Contribution Margin1 44,863 27% 38,631 18% 129,409 28% 136,809 23%


 
We define Adjusted Earnings (Loss) Per Share ("Adjusted EPS") as consolidated Net income (loss) attributable to both our controlling and non-controlling interest, less the change in fair value of our warrants and the revaluation gain on previously held equity method investment, divided by our outstanding and total potentially dilutive securities. The total potentially dilutive securities includes (1) the weighted-average issued and outstanding shares of Class A Common Stock, (2) all issued and outstanding non-controlling interest Hagerty Group Units, (3) all unexercised warrants and (4) all unvested stock-based compensation awards. We caution investors that Adjusted EPS is not a recognized measure under GAAP and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, including Basic EPS, and that Adjusted EPS, as we define it, may be defined or calculated differently by other companies. In addition, Adjusted EPS has limitations as an analytical tool and should not be considered as a measure of profit or loss per share. We present Adjusted EPS because we consider it to be an important supplemental measure of our operating performance and believe it is used by investors and securities analysts in evaluating the consolidated performance of other companies in our industry. We also believe that Adjusted EPS, which compares our consolidated net loss (which includes our controlling and non-controlling interest) with our outstanding and potentially dilutive shares, provides useful information to investors regarding our performance on a fully consolidated basis. Our management uses Adjusted EPS: as a measure of operating performance of our business on a fully consolidated basis; to evaluate the performance and effectiveness of our operational strategies; to evaluate our capacity to expand our business; and as a preferred predictor of core operating performance, comparisons to prior periods and competitive positions. RECONCILIATION OF NON-GAAP METRICS Basic Earnings Per Share to Adjusted Earnings (Loss) Per Share 1 Numerator and Denominator of the GAAP measure Basic EPS (Net income (loss) attributable to controlling interest / Weighted-average shares of Class A Common Stock outstanding) 2 Numerator and Denominator of the non-GAAP measure Adjusted EPS (Adjusted consolidated net income (loss) / Fully dilutive shares outstanding) IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS Q3 2022 YTD 2022 Net Income attributable to controlling interest1 $14,714 $36,685 Net Income (Loss) attributable to non-controlling interest $9,599 ($2,049) Consolidated Net Income $24,313 $34,636 Change in fair value of warrants ($11,583) ($37,869) Revaluation gain on previously held equity method investment ($34,735) ($34,735) Adjusted Consolidated Net Income (Loss)2 ($22,005) ($37,968) Weighted-average shares of Class A Common Stock Outstanding: Basic1 82,816 82,569 Potentially dilutive shares outstanding: Conversion of non-controlling interest Hagerty Group Units to Class A Common Stock 255,758 255,758 Warrants outstanding 19,484 19,484 Unvested stock-based compensation awards 6,878 6,878 Potentially dilutive shares outstanding 282,120 282,120 Fully dilutive shares outstanding2 364,936 364,689 Basic Earnings per Share1 $0.18 $0.44 Adjusted Earnings (Loss) per Share2 ($0.06) ($0.10) The most directly comparable GAAP measure is basic earnings per share ("Basic EPS"), which is calculated as Net income (loss) attributable to controlling interest divided by the weighted average of Class A Common Stock outstanding during the period.