株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _______
Commission file number: 001-40244

HAGERTY, INC.
(Exact name of registrant as specified in its charter)
Delaware
86-1213144
 (State of incorporation)
(I.R.S. Employer Identification No.)
 121 Drivers Edge, Traverse City, Michigan
49684
(Address of principal executive offices) (Zip code)
(800) 922-4050
Registrant's telephone number, including area code


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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No  ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒   No  ☐ 
1
TABLE OF CONTENTS
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer  
☐
Smaller reporting company
☐
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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes ☐   No  ☒
The registrant had 84,588,536 shares of Class A Common Stock outstanding and 251,033,906 shares of Class V Common Stock outstanding as of October 20, 2023.
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Table of Contents
Title Page
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Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, as well as information included in oral statements or other written statements made by us, contain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, are forward-looking statements, including statements regarding our future operating results and financial position, our business strategy and plans, products, services, and technology offerings, market conditions, growth and trends, expansion plans and opportunities, and our objectives for future operations. Forward-looking statements can be identified by words such as "anticipate," "believe," "envision," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "ongoing," "contemplate," and other similar expressions, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things, our ability to:

•compete effectively within our industry and attract and retain Members;
•maintain key strategic relationships with our insurance distribution and underwriting carrier partners;
•prevent, monitor and detect fraudulent activity;
•manage risks associated with disruptions, interruptions, outages or other issues with our technology platforms or our use of third-party services;
•accelerate the adoption of our membership products as well as any new insurance programs and products we offer;
•manage the cyclical nature of the insurance business, including through any periods of recession, economic downturn or inflation;
•address unexpected increases in the frequency or severity of claims;
•comply 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;
•manage risks associated with being a controlled company; and
•successfully defend any litigation, government inquiries, and investigations.

You should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or events and circumstances reflected in the forward-looking statements will occur. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Report. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or revised expectations.

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Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, are available free of charge on our website, investor.hagerty.com, under the heading "Financials & Filings" immediately after they are filed with, or furnished to, the Securities and Exchange Commission ("SEC"). We use our investor relations website, investor.hagerty.com, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media channels. Information contained on or accessible through, including any reports available on, our website or social media channels is not a part of, and is not incorporated by reference into, this Quarterly Report on Form 10-Q or any other report or document we file with the SEC. Any reference to our website in this Form 10-Q is intended to be an inactive textual reference only.

Unless the context requires otherwise, the terms "we", "our", "us", "Hagerty", and "the Company" as used in this Quarterly Report on Form 10-Q refer to Hagerty, Inc., formerly known as Aldel Financial Inc. ("Aldel"), and our consolidated subsidiaries, including The Hagerty Group, LLC ("The Hagerty Group").
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Glossary of Terms

The following is a glossary of selected terms used throughout this Quarterly Report on Form 10-Q that are technical in nature and/or are specific to the operations of the Company:

BMA Bermuda Monetary Authority, established under the Bermuda Monetary Authority Act of 1969. The BMA supervises, regulates and inspects financial institutions operating from within its jurisdiction.

Book of Business Insurance policies bound by us with our Carriers (as defined below) on behalf of our insurance Members (as defined below).

BSCR Bermuda Solvency Capital Requirement, which is the Bermuda Monetary Authority's risk-based capital model that was developed to enhance the capital adequacy framework for the insurance sector.

Carrier An insurance company.

CUC Contingent Underwriting Commission, a profit-share earned by the Company from a carrier based on the written or earned premium and loss ratio results for a calendar-year.

Hagerty Re Hagerty Reinsurance Limited, our wholly-owned captive reinsurance subsidiary domiciled in Bermuda.

HDC Hagerty Drivers Club membership program.

IBNR Incurred but not reported, a reserve account used as a provision for claims and/or events that have transpired but have not yet been reported to the Carrier.

Loss Ratio Expressed as a percentage, the ratio of (i) losses and loss adjustment expenses incurred to (ii) earned premium in Hagerty Re.

Members Insurance policyholders and HDC paid subscribers.

MGA Managing General Agent, an insurance agent or broker that has been granted underwriting authority by an insurance carrier.

NPS Net Promoter Score, which is used as an important measure of the overall strength of our relationship with Members. As a leading auto enthusiast brand, we use NPS as a barometer for Hagerty brand loyalty and engagement, and is a strong indicator of growth and retention.

PIF Policies in Force, which is the number of current and active insurance policies as of the applicable period end date.

Written Premium The total amount of insurance premium written by our MGA affiliates on policies that were bound by our insurance carrier partners during the applicable period.
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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

Three months ended
September 30,		 Nine months ended
September 30,
2023 2022
2023
2022
REVENUE: in thousands (except per share amounts)
Commission and fee revenue $ 103,173  $ 85,457  $ 287,972  $ 243,424 
Earned premium 139,785  107,487  384,498  290,719 
Membership, marketplace and other revenue 32,616  23,813  82,700  56,442 
Total revenue 275,574  216,757  755,170  590,585 
OPERATING EXPENSES:
Salaries and benefits 51,318  50,120  160,122  149,867 
Ceding commission 65,413  50,415  181,188  138,048 
Losses and loss adjustment expenses 57,485  60,605  159,461  136,144 
Sales expense 47,737  44,097  124,791  109,989 
General and administrative services 22,166  23,853  64,865  64,040 
Depreciation and amortization 10,753  8,890  34,893  24,337 
Restructuring, impairment and related charges, net 473  —  8,857  — 
Losses and impairments related to divestitures 4,112  —  4,112  — 
Total operating expenses 259,457  237,980  738,289  622,425 
OPERATING INCOME (LOSS) 16,117  (21,223) 16,881  (31,840)
Change in fair value of warrant liabilities 850  11,583  (1,419) 37,869 
Revaluation gain on previously held equity method investment —  34,735  —  34,735 
Interest and other income (expense) 6,260  662  15,677  (375)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE 23,227  25,757  31,139  40,389 
Income tax benefit (expense) (4,604) 91  (12,002) (4,077)
Income (loss) from equity method investment, net of tax —  (1,535) —  (1,676)
NET INCOME (LOSS) 18,623  24,313  19,137  34,636 
Net loss (income) attributable to non-controlling interest (13,269) (9,599) (13,477) 2,049 
Accretion of Series A Convertible Preferred Stock (1,838) —  (1,838) — 
NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS $ 3,516  $ 14,714  $ 3,822  $ 36,685 
Earnings (loss) per share of Class A Common Stock:
Basic $ 0.04  $ 0.18  $ 0.04  $ 0.44 
Diluted $ 0.04  $ 0.07  $ 0.04  $ 0.03 
Weighted-average shares of Class A Common Stock outstanding:
Basic 84,479  82,816  84,042  82,569 
Diluted 84,479  336,768  84,042  335,392 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
See Note 21 for information regarding Related-Party Transactions.
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Hagerty, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three months ended
September 30,
Nine months ended
September 30,
2023 2022
2023
2022
in thousands
Net income (loss) $ 18,623  $ 24,313  $ 19,137  $ 34,636 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments (955) (2,173) 392  (2,921)
Derivative instruments (97) 987  (245) 2,920 
Other comprehensive income (loss) (1,052) (1,186) 147  (1)
Comprehensive income (loss) 17,571  23,127  19,284  34,635 
Comprehensive loss (income) attributable to non-controlling interest (12,476) (9,599) (13,588) 2,049 
Accretion of Series A Convertible Preferred Stock (1,838) —  (1,838) — 
Comprehensive income (loss) attributable to Class A Common Stockholders $ 3,257  $ 13,528  $ 3,858  $ 36,684 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
See Note 21 for information regarding Related-Party Transactions.
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Hagerty, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
September 30,
2023
December 31,
2022
ASSETS in thousands (except share amounts)
Current Assets:
Cash and cash equivalents $ 90,710  $ 95,172 
Restricted cash and cash equivalents 594,865  444,019 
Accounts receivable 81,960  58,255 
Premiums receivable 179,168  100,700 
Commissions receivable 63,192  60,151 
Notes receivable 26,828  25,493 
Deferred acquisition costs, net 155,278  107,342 
Other current assets 56,783  45,651 
Total current assets 1,248,784  936,783 
Notes receivable 13,329  11,934 
Property and equipment, net 21,518  25,256 
Lease right-of-use assets 52,113  82,398 
Intangible assets, net 95,776  104,024 
Goodwill 114,198  115,041 
Other long-term assets 37,959  37,082 
TOTAL ASSETS $ 1,583,677  $ 1,312,518 
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities $ 75,963  $ 77,049 
Losses payable and provision for unpaid losses and loss adjustment expenses 190,784  167,257 
Commissions payable 111,657  77,075 
Due to insurers 113,485  68,171 
Advanced premiums 28,881  17,084 
Unearned premiums 335,901  235,462 
Contract liabilities 33,954  25,257 
Total current liabilities 890,625  667,355 
Long-term lease liabilities 52,022  80,772 
Long-term debt, net 75,764  108,280 
Warrant liabilities 46,980  45,561 
Deferred tax liability 17,892  12,850 
Contract liabilities 17,835  19,169 
Other long-term liabilities 3,972  11,162 
TOTAL LIABILITIES 1,105,090  945,149 
Commitments and Contingencies (Note 22)
 —  — 
TEMPORARY EQUITY
Preferred stock, $0.0001 par value (20,000,000 shares authorized, 8,483,561 Series A Convertible Preferred Stock issued and outstanding as of September 30, 2023 and no shares issued and outstanding as of December 31, 2022)
 80,997  — 
STOCKHOLDERS' EQUITY
Class A Common Stock, $0.0001 par value (500,000,000 shares authorized, 84,479,065 and 83,202,969 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)
 8  8 
Class V Common Stock, $0.0001 par value (300,000,000 authorized, 251,033,906 shares issued and outstanding as of September 30, 2023 and December 31, 2022)
 25  25 
Additional paid-in capital 557,961  549,034 
Accumulated earnings (deficit) (483,566) (489,602)
Accumulated other comprehensive income (loss) (176) (213)
Total stockholders' equity 74,252  59,252 
Non-controlling interest 323,338  308,117 
Total equity (Note 16)
 397,590  367,369 
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY $ 1,583,677  $ 1,312,518 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
See Note 21 for information regarding Related-Party Transactions.
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Hagerty, Inc.
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Unaudited)

Three Months Ended September 30, 2023
Temporary Equity Stockholders' Equity
Series A Convertible Preferred Stock
Class A Common Stock
Class V Common Stock
 Additional Paid in Capital Accumulated Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-controlling Interest Total Equity
in thousands Shares Amount Shares Amount Shares Amount
Balance at June 30, 2023
 8,484  $ 79,159  84,406  $ 8  251,034  $ 25  $ 556,595  $ (489,296) $ 83  $ 67,415  $ 311,395  $ 378,810 
Net income (loss) —  —  —  —  —  —  —  5,354  —  5,354  13,269  18,623 
Other comprehensive income (loss) —  —  —  —  —  —  —  —  (259) (259) (793) (1,052)
Accretion of Series A Convertible Preferred Stock —  1,838  —  —  —  —  (1,838) —  —  (1,838) —  (1,838)
Issuance of shares under employee plans —  —  73  —  —  —  —  —  —  —  —  — 
Stock-based compensation —  —  —  —  —  —  4,935  —  —  4,935  —  4,935 
Non-controlling interest issued capital —  —  —  —  —  —  —  —  —  —  179  179 
Termination of MHH Joint Venture (see Note 7) —  —  —  —  —  —  (917) 376  —  (541) (1,526) (2,067)
Reallocation between controlling and non-controlling interest —  —  —  —  —  —  (814) —  —  (814) 814  — 
Balance at September 30, 2023
 8,484  $ 80,997  84,479  $ 8  251,034  $ 25  $ 557,961  $ (483,566) $ (176) $ 74,252  $ 323,338  $ 397,590 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
See Note 21 for information regarding Related-Party Transactions.
















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Hagerty, Inc.
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Unaudited)

Nine Months Ended September 30, 2023
Temporary Equity Stockholders' Equity
Series A Convertible Preferred Stock
Class A Common Stock
Class V Common Stock
 Additional Paid in Capital Accumulated Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-controlling Interest Total Equity
in thousands Shares Amount Shares Amount Shares Amount
Balance at December 31, 2022
 —  $ —  83,203  $ 8  251,034  $ 25  $ 549,034  $ (489,602) $ (213) $ 59,252  $ 308,117  $ 367,369 
Net income (loss) —  —  —  —  —  —  —  5,660  —  5,660  13,477  19,137 
Other comprehensive income (loss) —  —  —  —  —  —  —  —  37  37  110  147 
Accretion of Series A Convertible Preferred Stock —  1,838  —  —  —  —  (1,838) —  —  (1,838) —  (1,838)
Issuance of shares under employee plans —  —  1,016  —  —  —  906  —  —  906  —  906 
Stock-based compensation —  —  —  —  —  —  13,157  —  —  13,157  —  13,157 
Conversion of Hagerty Group Units to Class A Common Stock —  —  260  —  —  —  2,311  —  —  2,311  (2,311) — 
Issuance of Series A Convertible Preferred Stock, net of issuance costs 8,484  79,159  —  —  —  —  —  —  —  —  —  — 
Non-controlling interest issued capital —  —  —  —  —  —  —  —  —  —  779  779 
Termination of MHH Joint Venture (see Note 7) —  —  —  —  —  —  (917) 376  —  (541) (1,526) (2,067)
Reallocation between controlling and non-controlling interest —  —  —  —  —  —  (4,692) —  —  (4,692) 4,692  — 
Balance at September 30, 2023
 8,484  $ 80,997  84,479  $ 8  251,034  $ 25  $ 557,961  $ (483,566) $ (176) $ 74,252  $ 323,338  $ 397,590 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
See Note 21 for information regarding Related-Party Transactions.
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Hagerty, Inc.
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Unaudited)

Three Months Ended September 30, 2022
Temporary Equity Stockholders' Equity
Series A Convertible Preferred Stock
Class A Common Stock
Class V Common Stock
 Additional Paid in Capital Accumulated Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-controlling Interest Total Equity
in thousands Shares Amount Shares Amount Shares Amount
Balance at June 30, 2022
 —  $ —  82,452  $ 8  251,034  $ 25  $ 532,922  $ (460,304) $ (542) $ 72,109  $ 217,412  $ 289,521 
Net income (loss) —  —  —  —  —  —  —  14,714  —  14,714  9,599  24,313 
Other comprehensive income (loss) —  —  —  —  —  —  —  —  (1,186) (1,186) —  (1,186)
Issuance of shares under employee plans —  —  37  —  —  —  —  —  —  —  —  — 
Share-based compensation —  —  —  —  —  —  3,858  —  —  3,858  —  3,858 
Broad Arrow acquisition —  —  714  —  —  —  9,613  —  —  9,613  63,640  73,253 
Balance at September 30, 2022
 —  $ —  83,203  $ 8  251,034  $ 25  $ 546,393  $ (445,590) $ (1,728) $ 99,108  $ 290,651  $ 389,759 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
See Note 21 for information regarding Related-Party Transactions.


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Hagerty, Inc.
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Unaudited)

Nine Months Ended September 30, 2022
Temporary Equity Stockholders' Equity
Redeemable Non-Controlling Interest
Class A Common Stock
Class V Common Stock
 Additional Paid in Capital Accumulated Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-controlling Interest Total Equity
in thousands Shares Amount Shares Amount
Balance at December 31, 2021 $ 593,277  82,327  $ 8  251,034  $ 25  $ 160,189  $ (482,276) $ (1,727) $ (323,781) $ 1,305  $ (322,476)
Net income (loss) before exchange agreement amendment (11,205) —  —  —  —  —  (3,679) —  (3,679) (172) (3,851)
Other comprehensive income (loss) before exchange agreement amendment —  —  —  —  —  —  —  1,657  1,657  —  1,657 
Redemption value adjustment for redeemable non-controlling interest 1,560,418  —  —  —  —  (162,095) (1,398,325) —  (1,560,420) —  (1,560,420)
Removal of the redeemable feature of the non-controlling interest (2,142,490) —  —  —  —  528,615  1,398,325  —  1,926,940  215,550  2,142,490 
Net income (loss) subsequent to exchange agreement amendment —  —  —  —  —  —  40,365  —  40,365  9,328  49,693 
Other comprehensive income (loss) subsequent to exchange agreement amendment —  —  —  —  —  —  —  (1,658) (1,658) —  (1,658)
Exercise of warrants —  125  —  —  —  1,906  —  —  1,906  —  1,906 
Issuance of shares under employee plans —  37  —  —  —  —  —  —  —  —  — 
Stock-based compensation —  —  —  —  —  8,165  —  —  8,165  —  8,165 
Non-controlling interest issued capital —  —  —  —  —  —  —  —  —  1,000  1,000 
Broad Arrow acquisition —  714  —  —  —  9,613  —  —  9,613  63,640  73,253 
Balance at September 30, 2022 $ —  83,203  $ 8  251,034  $ 25  $ 546,393  $ (445,590) $ (1,728) $ 99,108  $ 290,651  $ 389,759 

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
See Note 21 for information regarding Related-Party Transactions.


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Hagerty, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine months ended
September 30,
2023 2022
OPERATING ACTIVITIES: in thousands
Net income (loss) $ 19,137  $ 34,636 
Adjustments to reconcile net income (loss) to net cash from operating activities:
Change in fair value of warrant liabilities 1,419  (37,869)
Loss on equity method investment —  1,676 
Revaluation gain on previously held equity method investment —  (34,735)
Depreciation and amortization 34,893  24,337 
Provision for deferred taxes 4,973  3,373 
Impairment of operating lease right-of-use assets 1,147  — 
Loss on disposals of equipment, software and other assets
2,019  1,131 
Losses and impairments related to divestitures 2,827  — 
Share-based compensation expense 13,157  8,165 
Other 1,162  242 
Changes in operating assets and liabilities:
Accounts, premiums and commission receivable (107,001) (71,753)
Deferred acquisition costs (47,936) (32,637)
Losses payable and provision for unpaid losses and loss adjustment expenses 23,527  53,574 
Commissions payable 34,582  21,109 
Due to insurers 45,322  40,876 
Advanced premiums 11,800  10,363 
Unearned premiums 100,439  74,624 
Other assets and liabilities, net (9,246) (3,549)
Net Cash Provided by Operating Activities 132,221  93,563 
INVESTING ACTIVITIES:
Capital expenditures (21,556) (33,429)
Acquisitions, net of cash acquired
 (8,690) (12,715)
Purchase of previously held equity method investment —  (15,250)
Issuance of note receivable to previously held equity method investment —  (7,000)
Issuance of notes receivable (11,405) (8,391)
Collection of notes receivable 10,252  — 
Purchase of fixed income securities (7,277) (2,448)
Maturities of fixed income securities 4,128  1,216 
Other investing activities 86  (1,662)
Net Cash Used in Investing Activities (34,462) (79,679)
FINANCING ACTIVITIES:
Payments on long-term debt (132,850) (90,500)
Proceeds from long-term debt, net of issuance costs 100,345  91,000 
Proceeds from issuance of preferred stock, net of issuance costs 79,159  — 
Contribution from non-controlling interest 779  1,000 
Payments on notes payable —  (1,000)
Proceeds from issuance of common stock under employee stock purchase plan 906  — 
Net Cash Provided by (Used in) Financing Activities 48,339  500 
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
 286  (2,023)
Change in cash and cash equivalents and restricted cash and cash equivalents
 146,384  12,361 
Beginning cash and cash equivalents and restricted cash and cash equivalents
 539,191  603,972 
Ending cash and cash equivalents and restricted cash and cash equivalents
 $ 685,575  $ 616,333 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
See Note 21 for information regarding Related-Party Transactions.
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Hagerty, Inc.
Notes To Condensed Consolidated Financial Statements (Unaudited)

1 — Basis of Presentation and Accounting Policies

In the Notes to the Condensed Consolidated Financial Statements, the terms "we," "Hagerty," and "the Company" refer to Hagerty, Inc., and its consolidated subsidiaries, including The Hagerty Group, LLC ("The Hagerty Group"), unless the context requires otherwise.

Description of Business — Hagerty is a global market leader in providing insurance for classic cars and enthusiast vehicles. In addition, Hagerty provides an automotive enthusiast platform that protects, engages, entertains and connects with its insurance policyholders and Hagerty Drivers Club ("HDC") paid subscribers, collectively referred to herein as "Members," and other car enthusiasts. Hagerty also offers Marketplace, which conducts live and time-based online auctions, facilitates private sales of collector cars, and provides asset-backed financing secured by collector cars.

In August 2022, the Company acquired the Broad Arrow Group, Inc. and its consolidated subsidiaries ("Broad Arrow") (the "Broad Arrow Acquisition"). As a result of the Broad Arrow Acquisition, the Company and Broad Arrow are further leveraging their respective product offerings and continue to build Marketplace.

The Company’s headquarters are located in Traverse City, Michigan.

The Company operates through various subsidiaries, which generate the following revenue streams:

Commission and fee revenue

As a Managing General Agent ("MGA"), Hagerty earns commission and fee revenue for the underwriting, sale and servicing of classic car, enthusiast vehicle and marine insurance policies written through personal and commercial lines agency agreements with multiple insurance carriers in the United States ("U.S."), Canada and the United Kingdom ("U.K.").

Earned premium

Reinsurance premiums are earned through Hagerty Reinsurance Limited ("Hagerty Re"), which is registered as a Class 3A reinsurer under the Bermuda Insurance Act 1978. Hagerty Re reinsures the classic car, enthusiast vehicle and marine risks written through Hagerty's MGA entities in the U.S., Canada and the U.K. Earned premium is recorded net of catastrophe premiums and premiums ceded to third-party reinsurers. In the third quarter of 2023, AM Best assigned a financial strength rating of A- (Excellent) to Hagerty Re.

The policies sold by Hagerty's U.S. MGAs are underwritten by Essentia Insurance Company ("Essentia") and reinsured with Essentia's affiliate, Evanston Insurance Company ("Evanston"). In turn, Hagerty Re assumes a portion of the risk and earns premiums through a quota share agreement with Evanston. Essentia and Evanston are wholly-owned subsidiaries of Markel Group, Inc., f/k/a Markel Corporation ("Markel"), which is a related party. Refer to Note 21 — Related-Party Transactions for additional information.
The policies sold by Hagerty's Canadian MGA are underwritten by Aviva Canada Inc. ("Aviva"), through Aviva's Canadian subsidiary, Elite Insurance Company ("Elite"). In turn, Hagerty Re assumes a portion of the risk and earns premiums through a quota share agreement with Elite.
The policies sold by Hagerty's U.K. MGA are primarily underwritten by Markel International Insurance Company Limited ("Markel International"). In turn, Hagerty Re assumes a portion of the risk and earns premiums through a quota share agreement with Markel International, a wholly-owned subsidiary of Markel, which is a related party. Refer to Note 21 — Related-Party Transactions for additional information. As U.K. law requires unlimited liability coverage, Hagerty Re purchases reinsurance to limit its exposure to £1,000,000 per liability claim.

Membership, marketplace and other revenue

The Company earns subscription revenue through HDC membership offerings. HDC memberships are sold as a bundled product which give Members access to a number of products and services, including Hagerty Drivers Club Magazine, automotive enthusiast events, Hagerty's proprietary vehicle valuation tool, emergency roadside services, and special vehicle-related discounts.

The Company earns fee-based revenue from its Marketplace offerings, which include the sale of collector cars through live auctions, time-based online auctions, and brokered private sales. In addition, Marketplace earns finance revenue from term loans and consignor advances secured by collector cars.

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The Company owns and operates collector car events, including The Amelia and the Greenwich Concours d'Elegance, through which revenue is earned from ticket sales and sponsorships.

The Company operates Hagerty Garage + Social, a network of vehicle storage and exclusive social club facilities for classic, collector and exotic car owners from which it earns fee-based revenue. Refer to Note 7 — Losses and Impairments Related to Divestitures for additional information related to Hagerty Garage + Social.

Basis of Presentation — The Company's Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the regulations of the Securities and Exchange Commission and include the accounts of Hagerty, Inc., which is comprised of The Hagerty Group and its consolidated subsidiaries. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as permitted by such rules and regulations.

The Company's Condensed Consolidated Financial Statements reflect all normal recurring adjustments and accruals that are, in the opinion of management, necessary for a fair statement of its financial position and results of operations for the interim periods presented.

These financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Principles of Consolidation — The Company's Condensed Consolidated Financial Statements contain the accounts of Hagerty, Inc. and its majority-owned or controlled subsidiaries.

The Company is the sole managing member of The Hagerty Group and, as a result, consolidates the financial statements of The Hagerty Group. The Company had economic ownership of 24.8% and 24.5% of The Hagerty Group as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023 and December 31, 2022, The Hagerty Group owned 100% and approximately 80%, respectively, of Member Hubs Holding, LLC ("MHH"), which operates as Hagerty Garage + Social. Refer to Note 7 — Losses and Impairments Related to Divestitures for additional information related to MHH and Hagerty Garage + Social.

The Company consolidates these entities using the voting interest method in accordance with Accounting Standards Codification ("ASC") Topic 810, Consolidations ("ASC 810"). Non-controlling interest is presented separately on the Condensed Consolidated Statements of Operations, the Condensed Consolidated Statements of Comprehensive Income (Loss), the Condensed Consolidated Balance Sheets, and the Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity.

All intercompany accounts and transactions have been eliminated in consolidation.

Business Combination — On December 2, 2021, (the "Closing"), The Hagerty Group completed a business combination with Aldel Financial Inc. ("Aldel"), and Aldel Merger Sub LLC ("Merger Sub"), a Delaware limited liability company and wholly-owned subsidiary of Aldel (the "Business Combination"). In connection with the Closing, Aldel changed its name from Aldel Financial Inc. to Hagerty, Inc.

Following the Closing, the Company is organized as a C corporation and owns an equity interest in The Hagerty Group in what is commonly known as an "Up-C" structure in which substantially all of the assets and liabilities of the Company are held by The Hagerty Group.

Emerging Growth Company — The Company currently qualifies as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 and can delay the adoption of new or revised accounting standards until those standards would apply to private companies.

The Company intends to avail itself of this extended transition period and, therefore, the Company may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or have opted out of using such extended transition period.

Use of Estimates — The preparation of the Company's Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements, as well as the reported amounts of revenue and expenses during the reporting period. Although the estimates are considered reasonable, actual results could materially differ from those estimates.

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Significant estimates made by management include, but are not limited to: (i) the provision for unpaid losses and loss adjustment expenses, including incurred but not reported ("IBNR") claims; (ii) the fair value of the Company's warrant liabilities; (iii) the amount of the liability associated with the Tax Receivable Agreement ("TRA"); (iv) the valuation and accounting for the assets acquired and liabilities assumed in business combinations; (v) the fair values of the reporting units used in assessing the recoverability of goodwill; and (vi) the valuation and useful lives of intangible assets. Although some variability is inherent in these estimates, the Company believes that the current estimates are reasonable in all material respects. These estimates are reviewed regularly and adjusted as necessary. Adjustments related to changes in estimates are reflected in the Company’s results of operations in the period during which those estimates changed.

Segment Information — The Company has one operating segment and one reportable segment. The Company’s Chief Operating Decision Maker ("CODM") is the Chief Executive Officer ("CEO"), who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. The Company’s management approach is to utilize an internally developed strategic decision making framework with its Members and customers at the center of all decisions, which requires the CODM to have a consolidated view of the operations so that decisions can be made in the best interest of Hagerty and its Members.

Foreign Currency Translation — The Company translates its foreign currency denominated assets and liabilities into U.S. dollars at current rates of exchange as of the balance sheet date, and foreign currency denominated income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in "Foreign currency translation adjustments", a component of Accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are recognized within "Interest and other income (expense)" in the Condensed Consolidated Statements of Operations.

Supplemental Cash Flow Information — The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents as of September 30, 2023 and 2022:

September 30,
2023
September 30,
2022
in thousands
Cash and cash equivalents $ 90,710  $ 180,417 
Restricted cash and cash equivalents 594,865  435,916 
Total cash and cash equivalents and restricted cash and cash equivalents
 $ 685,575  $ 616,333 

The table below presents information regarding the Company's non-cash investing activities, as well as the cash paid for interest and taxes for the nine months ended September 30, 2023 and 2022:

Nine months ended
September 30,
2023 2022
NON-CASH INVESTING ACTIVITIES: in thousands
Capital expenditures $ 237  $ 4,137 
Acquisitions $ 1,742  $ 80,753 
Termination of MHH Joint Venture (Refer to Note 7) $ 2,929  $ — 
CASH PAID FOR:
Interest $ 4,236  $ 2,965 
Income taxes $ 7,000  $ 5,253 

The issuance of Class A Common Stock resulting from the vesting of restricted stock units is a non-cash financing activity. Refer to Note 19 — Share-Based Compensation for information related to share-based compensation.

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Recently Adopted Accounting Standards

Leases — In February 2016, the Financial Accounting Standards Board (the "FASB") issued ASC 842, which supersedes the lease requirements in ASC Topic 840, Leases. ASC 842 requires the recognition of an asset and liability for the rights and obligations created by a leased asset, whether classified as an operating lease or a finance lease. The Company adopted ASC 842 effective January 1, 2022 using the modified retrospective approach and elected not to recast comparative prior year periods. Upon adoption, the Company measured and recorded its operating lease liabilities at the present value of the remaining rental payments. Corresponding right-of-use ("ROU") assets were recorded based on the amount of the lease liabilities, adjusted by any unamortized lease incentives, deferred rent accruals and initial direct costs. The adoption of ASC 842 resulted in the recognition of initial ROU assets and lease liabilities of $72.8 million as of January 1, 2022.

ASC 842 also requires sellers in a sale-leaseback transaction to recognize the entire gain from the sale of an underlying asset at the time of sale rather than over the leaseback term. The carrying value of the deferred gain on the single sale-leaseback transaction executed by the Company prior to January 1, 2022 was approximately $4.3 million and was recorded as an increase to "Accumulated Earnings (Deficit)" and "Non-controlling Interest" within the Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity at adoption.

The adoption of ASC 842 did not have a material impact on the Condensed Consolidated Statements of Operations or Condensed Consolidated Statements of Cash Flows.

The Company also elected the package of practical expedients provided by ASC 842, which allowed it to: (i) not reassess whether expired or existing contracts contained leases; (ii) not reassess previous lease classification; and (iii) not revalue initial direct costs for existing leases. The Company also elected the lessee practical expedient to combine lease and non-lease components in the accounting for leases of all asset classes. In addition, the Company did not elect the hindsight practical expedient. The expense of operating leases under ASC 842 is generally recognized on a straight-line basis which is calculated as the total lease cost divided by the lease term and is recognized in the Condensed Consolidated Statements of Operations.

Credit Losses — In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. This standard requires financial assets measured on the amortized cost basis to be presented at the net amount expected to be collected. The following financial assets held by the Company are within the scope of ASU No. 2016-13: (i) Accounts receivable, (ii) Premiums receivable, (iii) Commissions receivable, (iv) Notes receivable, (v) consignor advances, and (vi) certain fixed income securities. The amount of any required allowance for expected credit losses is determined utilizing historical loss rates, which are then adjusted, if necessary, for specific financial assets that are judged to have a higher-than-normal risk profile. Additional credit loss allowances may also be recorded after taking into account macro-economic and industry risk factors. For Notes receivable and consignor advances, to the extent necessary, the amount of any required allowance for credit losses takes into account the estimated realizable value of the collateral securing the loan or advance. The Company adopted ASU No. 2016-13 on January 1, 2023 without a material effect on the Company's Condensed Consolidated Financial Statements and with no required cumulative-effect adjustment to "Accumulated earnings (deficit)" within the Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity.

2 — Revenue

Disaggregation of Revenue — The following table presents Hagerty's revenue by distribution channel, as well as a reconciliation to total revenue for the three and nine months ended September 30, 2023 and 2022. Commission and fee revenue and contingent commission revenue earned through the Agent distribution channel includes revenue generated through Hagerty's relationships with independent agents and brokers. Commission and fee revenue and contingent commission revenue earned through direct distribution channel includes revenue generated by Hagerty's employee agents.

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Three months ended September 30, 2023
Agent Direct Total
in thousands
Commission and fee revenue $ 44,387  $ 37,388  $ 81,775 
Contingent commission revenue 11,825  9,573  21,398 
Membership revenue —  13,835  13,835 
Marketplace and other revenue —  18,781  18,781 
Total revenue from customer contracts 56,212  79,577  135,789 
Earned premium recognized under ASC 944 139,785 
Total revenue $ 275,574 
Three months ended September 30, 2022
Agent Direct Total
in thousands
Commission and fee revenue $ 37,998  $ 33,031  $ 71,029 
Contingent commission revenue 7,937  6,491  14,428 
Membership revenue —  11,375  11,375 
Marketplace and other revenue —  12,438  12,438 
Total revenue from customer contracts 45,935  63,335  109,270 
Earned premium recognized under ASC 944 107,487 
Total revenue $ 216,757 

Nine months ended September 30, 2023
Agent Direct Total
in thousands
Commission and fee revenue $ 123,046  $ 104,229  $ 227,275 
Contingent commission revenue 33,506  27,191  60,697 
Membership revenue —  39,528  39,528 
Marketplace and other revenue —  43,172  43,172 
Total revenue from customer contracts 156,552  214,120  370,672 
Earned premium recognized under ASC 944 384,498 
Total revenue $ 755,170 
Nine months ended September 30, 2022
Agent Direct Total
in thousands
Commission and fee revenue $ 104,390  $ 91,183  $ 195,573 
Contingent commission revenue 26,169  21,682  47,851 
Membership revenue —  32,824  32,824 
Marketplace and other revenue —  23,618  23,618 
Total revenue from customer contracts 130,559  169,307  299,866 
Earned premium recognized under ASC 944 290,719 
Total revenue $ 590,585 

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The following table presents Hagerty's revenue disaggregated by geographic area, as well as a reconciliation to total revenue for the three and nine months ended September 30, 2023 and 2022:

Three months ended September 30, 2023
U.S. Canada Europe Total
in thousands
Commission and fee revenue $ 73,891  $ 6,422  $ 1,462  $ 81,775 
Contingent commission revenue 21,360  —  38  21,398 
Membership revenue 12,942  893  —  13,835 
Marketplace and other revenue 17,779  229  773  18,781 
Total revenue from customer contracts 125,972  7,544  2,273  135,789 
Earned premium recognized under ASC 944 139,785 
Total revenue $ 275,574 
Three months ended September 30, 2022
U.S. Canada Europe Total
in thousands
Commission and fee revenue $ 63,941  $ 5,940  $ 1,148  $ 71,029 
Contingent commission revenue 14,491  —  (63) 14,428 
Membership revenue 10,538  837  —  11,375 
Marketplace and other revenue 11,740  227  471  12,438 
Total revenue from customer contracts 100,710  7,004  1,556  109,270 
Earned premium recognized under ASC 944 107,487 
Total revenue $ 216,757 

Nine months ended September 30, 2023
U.S. Canada Europe Total
in thousands
Commission and fee revenue $ 206,099  $ 17,379  $ 3,797  $ 227,275 
Contingent commission revenue 60,590  —  107  60,697 
Membership revenue 36,865  2,663  —  39,528 
Marketplace and other revenue 40,366  741  2,065  43,172 
Total revenue from customer contracts 343,920  20,783  5,969  370,672 
Earned premium recognized under ASC 944 384,498 
Total revenue $ 755,170 
Nine months ended September 30, 2022
U.S. Canada Europe Total
in thousands
Commission and fee revenue $ 176,011  $ 16,214  $ 3,348  $ 195,573 
Contingent commission revenue 47,757  —  94  47,851 
Membership revenue 30,317  2,507  —  32,824 
Marketplace and other revenue 21,806  697  1,115  23,618 
Total revenue from customer contracts 275,891  19,418  4,557  299,866 
Earned premium recognized under ASC 944 290,719 
Total revenue $ 590,585 

Refer to Note 10 — Reinsurance for information regarding "Earned premium" recognized under ASC 944.

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Contract Assets and Liabilities — The following table is a summary of the Company's contract assets and liabilities as of September 30, 2023 and December 31, 2022.

September 30,
2023
December 31,
2022
in thousands
Contract assets $ 59,635  $ 60,151 
Contract liabilities $ 51,789  $ 44,426 

Contract assets, which are reported within "Commissions receivable" on the Condensed Consolidated Balance Sheets, consist of contingent underwriting commission ("CUC") receivables, which are earned throughout the year and settled annually in the first quarter of the following year. As such, the "Commissions receivable" balance is generally at its lowest level in the first quarter of the year, and then grows throughout the year as additional CUC receivables are accrued.

Contract liabilities consist of cash collected in advance of revenue recognition, which primarily includes HDC membership and the advanced commission related to the Company's master alliance agreement with State Farm Mutual Automobile Insurance Company ("State Farm"). Refer to Note 21 — Related-Party Transactions for additional information regarding the Company's master alliance agreement with State Farm.

3 — Notes Receivable

Broad Arrow makes term loans secured by collector cars. The term loans made by Broad Arrow can carry a fixed or variable rate of interest and typically have an initial maturity of up to two years, often with an option for the borrower to renew for one year increments, provided the borrower remains in good standing. The carrying value of the loan portfolio approximates its fair value due to the relatively short-term maturities and the market rates of interest associated with most loans.

In certain situations, term loans are made to borrowers to refinance the accounts receivable balances generated by their Broad Arrow auction or private sale purchases. These term loans are accounted for as non-cash transfers between "Accounts receivable" and "Notes receivable" and are, therefore, not presented within Investing Activities in the Company's Condensed Consolidated Statements of Cash Flows. Upon repayment, the cash received in settlement of such Notes receivable is classified within Operating Activities in the Company's Condensed Consolidated Statements of Cash Flows.

Broad Arrow aims to mitigate the risk associated with a potential devaluation in collateral by targeting a maximum loan-to-value ("LTV") ratio of 65% (i.e., the principal loan amount divided by the estimated value of the collateral). The LTV ratio is reassessed if the loan is renewed and on a quarterly basis, or more frequently, if there is a material change in the circumstances related to the loan, the value of the collateral, the disposal plans for the collateral, or if an event of default occurs. If, as a result of this reassessment, the LTV ratio increases above the target level, the borrower is asked to make principal payments and/or post sufficient additional collateral to reduce the LTV ratio as a condition of future financing or renewal. If an event of default occurs with respect to a loan, Broad Arrow is entitled to sell the collateral to recover the outstanding principal and accrued interest balance.

Management believes that the LTV ratio is the critical credit quality indicator for the loans made by Broad Arrow. In estimating the realizable value of the collector cars pledged as collateral for Broad Arrow's loans, management utilizes its expertise in the collector car market and considers an array of factors impacting the current and expected future value of each car including the year, make, model, mileage, history, and in the case of collector cars, the provenance, quality of restoration (if applicable), the originality of the body, chassis, and mechanical components, and comparable market transaction values.

The repayment of Broad Arrow's loans can be adversely impacted by a decline in the collector car market in general or in the value of the collateral, which is concentrated within certain collecting categories. In addition, in situations when Broad Arrow’s claim on the collateral is subject to a legal process, the ability to realize proceeds from the collateral may be limited or delayed.

As of September 30, 2023, Broad Arrow's net notes receivable balance was $40.2 million, of which $26.8 million was classified within current assets and $13.3 million was classified within long-term assets on the Condensed Consolidated Balance Sheets. As of December 31, 2022, Broad Arrow's net notes receivable balance was $37.4 million, of which $25.5 million was classified within current assets and $11.9 million was classified within long-term assets on the Condensed Consolidated Balance Sheets. The classification of a loan as current or long-term takes into account the contractual maturity date of the loan, as well as the likelihood of renewing the loan on or before its contractual maturity date.

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The table below provides the aggregate LTV ratio for Broad Arrow's loan portfolio as of September 30, 2023 and December 31, 2022:

September 30,
2023
December 31,
2022
in thousands
Secured loans $ 40,157  $ 37,427 
Estimate of collateral value $ 89,659  $ 75,802 
Aggregate LTV ratio 44.8  % 49.4  %

As of September 30, 2023, two borrowers had loan balances that exceeded 10% of the total loan portfolio. These loans total $15.8 million, representing 39% of the total loan portfolio. The collateral related to these loans was $42.3 million, resulting in an aggregate LTV ratio of 37%.

Management considers a loan to be past due when an interest payment is not paid within 10 business days of the monthly due date, or if the principal amount is not repaid by the contractual maturity date. Typically, a loan becomes past due only for a short period of time during which the loan is renewed or collateral is sold to satisfy the borrower's obligations. As of September 30, 2023 and December 31, 2022, the amount of past due interest payments was immaterial and there were no past due principal payments.

A non-accrual loan is a loan for which future interest income is not recorded due to management’s determination that it is probable that future interest on the loan will not be collectible. Broad Arrow did not have any material non-accrual loans as of September 30, 2023 or December 31, 2022.

As of September 30, 2023 and December 31, 2022, the allowance for expected credit losses related to the Broad Arrow loan portfolio was not material based on management’s quarterly risk assessment, which takes into consideration a number of factors including the level of historical losses for similar loans, the quality of the collateral, the low LTV ratio of the loans, management's overall assessment of the current circumstances and risks related to each loan, and, to a lesser extent, the creditworthiness of each borrower.

As of December 31, 2022, management performed an analysis on the loan portfolio for indicators of impairment and determined that there were no impaired loans outstanding.

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4 — Other Assets

As of September 30, 2023 and December 31, 2022, other assets, current and long-term, consisted of:

September 30,
2023
December 31,
2022
in thousands
Prepaid sales, general and administrative expenses $ 18,314  $ 24,234 
Prepaid software as a service ("SaaS") implementation costs 18,687  18,501 
Fixed income investments 16,181  12,986 
Contract costs 7,868  6,576 
Consignor advances (1)
 3,100  — 
Inventory (2)
 1,897  2,074 
Digital media content (3)
 2,299  5,580 
Deferred reinsurance premiums ceded (4)
 14,172  91 
Other (5)
 12,224  12,691 
Other assets $ 94,742  $ 82,733 
(1)    Broad Arrow makes consignor advances secured by collector cars that are contractually committed, in the near term, to be offered for sale at a Broad Arrow auction. Consignor advances allow the seller to receive funds upon consignment for an auction sale that will occur up to six months in the future and have short-term contractual maturities.
(2)    As of September 30, 2023, "Inventory" primarily includes vehicles owned by Broad Arrow that have been purchased for resale purposes.
(3)    The reduction in digital media content when compared to December 31, 2022 was primarily attributable to $4.3 million of impairments recorded through the first nine months of 2023 as a result of lower than anticipated advertising and sponsorship revenue associated with these assets.
(4)    Deferred reinsurance premiums ceded represent the unexpired portion of premiums ceded to reinsurers. As of September 30, 2023, $9.7 million of deferred reinsurance premiums relates to the High-Net-Worth Accounts program introduced in 2023 and $4.5 million relates to the cost of the 2023 catastrophe reinsurance program. Refer to Note 10 — Reinsurance for additional information on the Company’s reinsurance programs.
(5)    As of September 30, 2023, other assets primarily included $3.9 million of other investments, the $3.0 million fair value of an interest rate swap, $2.7 million of collector vehicle investments, $1.3 million of deferred financing costs related to the Company's credit facility, and $1.1 million related to an outstanding reinsurance recoverable. As of December 31, 2022, other assets primarily included $4.0 million of other investments, the $3.3 million fair value of an interest rate swap, $2.5 million of collector vehicle investments, $1.4 million of deferred financing costs related to the Company's credit facility, and $1.4 million related to an outstanding reinsurance recoverable.


5 — Leases

The following table summarizes the components of the Company's operating lease expense for the three and nine months ended September 30, 2023 and 2022:

Three months ended
September 30,
 Nine months ended
September 30,
2023 2022 2023 2022
in thousands
Operating lease expense (1)
 $ 3,172  $ 2,508  $ 9,472  $ 6,791 
Short-term lease expense (1)
 131  17  347  94 
Variable lease expense (1) (2)
 2,031  1,868  3,680  3,113 
Sublease revenue (3)
 (202) (55) (399) (100)
Lease cost, net $ 5,132  $ 4,338  $ 13,100  $ 9,898 
(1)    Classified within "General and administrative services" on the Condensed Consolidated Statements of Operations.
(2)    Amounts include payments for maintenance, taxes, insurance, and payments affected by the Consumer Price Index.
(3)    Classified within "Membership, marketplace and other revenue" on the Condensed Consolidated Statements of Operations.
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The following tables summarize supplemental balance sheet information related to operating leases as of September 30, 2023 and December 31, 2022:

September 30,
2023
December 31,
2022
in thousands
Operating lease ROU assets (1) (2)
 $ 52,113  $ 82,398 
Current lease liabilities (3)
 6,537  7,556 
Long-term lease liabilities (2)
 52,022  80,772 
Total operating lease liabilities $ 58,559  $ 88,328 
September 30,
2023
December 31,
2022
in thousands
ROU assets obtained in exchange for new operating lease liabilities (4)
 $ 632  $ 82,398 
Gains on sales and leaseback transactions, net $ —  $ 4,314 
Weighted-average lease term 9.18 10.23
Weighted-average discount rate 4.8  % 5.5  %
(1)    Refer to Note 11 — Restructuring, Impairment and Related Charges for information regarding the Company's restructuring activities, which resulted in ROU asset impairments. The total decrease in operating lease ROU assets related to impairments was $1.1 million for the nine months ended September 30, 2023.
(2)    Refer to Note 7 — Losses and Impairments Related to Divestitures for information related to the termination of the joint venture agreement governing MHH, which resulted in the divestiture of certain Hagerty Garage + Social locations and the termination of the lease for the Hagerty Garage + Social location in Culver City, California. The termination of the joint venture agreement governing MHH resulted in decreases of $14.8 million in operating lease ROU assets and $15.2 million in operating lease liabilities in the third quarter of 2023. The termination of the Culver City, California lease resulted in decreases of $9.3 million in operating lease ROU assets and $10.1 million in operating lease liabilities in the third quarter of 2023.
(3)    Current lease liabilities are recorded within "Accounts payable, accrued expenses and other current liabilities" within the Condensed Consolidated Balance Sheets.
(4)    Represents the amount of ROU assets obtained during the nine months ended September 30, 2023 and year ended December 31, 2022, which includes the transition adjustment of $72.8 million for operating lease ROU assets recorded as of January 1, 2022, upon the adoption of ASC 842.

The following table summarizes information about the amount and timing of the Company's future operating lease commitments as of September 30, 2023:

in thousands
2023 $ 2,280 
2024 9,134 
2025 8,743 
2026 8,163 
2027 7,891 
Thereafter 37,194 
Total lease payments 73,405 
Less: imputed interest (14,846)
Total lease liabilities $ 58,559 

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6 — Acquisitions and Investments

Broad Arrow Acquisition

In January 2022, the Company entered into a joint venture with Broad Arrow, pursuant to which it invested $15.3 million in cash in exchange for equity ownership of approximately 40% of Broad Arrow. Following its entry into the joint venture, the Company used the equity method of accounting for its investment in Broad Arrow with its share of income (loss) recorded within "Income (loss) from equity method investment, net of tax" on the Condensed Consolidated Statements of Operations.

In August 2022, the Company acquired the remaining 60% of Broad Arrow from the former Broad Arrow shareholders in exchange for equity consideration consisting of shares of the Company's Class A Common Stock and Hagerty Group Units. The number of Class A Common Stock shares and Hagerty Group Units issued was calculated using a 20-day volume weighted average stock price of the Class A Common Stock prior to the closing date on August 16, 2022. The fair value of the purchase consideration of $73.3 million was calculated based on the Class A Common Stock price of $13.47 as of the closing date. As a result of the Broad Arrow Acquisition, the Company and Broad Arrow are further leveraging their respective product offerings and continue to build Marketplace.

Fair Value of Consideration Transferred

The following table summarizes the fair value of Broad Arrow as of the date of the acquisition:

in thousands
Total equity consideration $ 73,253 
Fair value of previously held equity interest in Broad Arrow (1)
 48,309 
Total consideration and value to be allocated to net assets $ 121,562 
(1)    The Broad Arrow Acquisition was accounted for as a step acquisition. Accordingly, the Company remeasured its existing 40% equity interest in Broad Arrow immediately prior to the completion of the acquisition to its estimated fair value of approximately $48.3 million. This fair value was derived from the Hagerty, Inc. stock price of $13.47 as of the closing date and thus represents a Level 1 fair value measurement. As a result of the remeasurement, the Company recorded a net gain of approximately $34.7 million in the third quarter of 2022, representing the excess of the $48.3 million estimated fair value of its existing 40% equity interest over its closing date carrying value of approximately $13.6 million.

Allocation of Consideration Transferred

The following table summarizes the allocation of the purchase consideration to the fair values of the identifiable assets acquired and liabilities assumed as of the date of the Broad Arrow Acquisition:

in thousands
Notes receivable (1)
 $ 21,594 
Intangible assets, net (2)
 3,100 
Other assets (3)
 11,756 
Other liabilities (4)
 (13,449)
Total identifiable net assets acquired 23,001 
Goodwill 98,561 
Total purchase consideration allocated to net assets acquired $ 121,562 
(1)    Broad Arrow makes term loans secured by collector cars. The fair value of the acquired loans approximated their carrying value due to the relatively short-term maturities and market rates of interest associated with most of the loans. Refer to Note 3 — Notes Receivable for additional information with respect to the Broad Arrow loan portfolio.
(2)    The fair value of the identifiable intangible assets acquired is a Level 3 fair value measurement, estimated using significant assumptions that are not observable in the market through the use of a discounted cash flow model. Inputs utilized in this model include the discount rate and terminal growth rate, as well as the return on assets. Identifiable intangible assets acquired consisted of trade names of $3.1 million with a 5-year estimated useful life.
(3)    Other assets includes $2.8 million of cash acquired, $2.6 million of Accounts receivable and $6.2 million of Other current assets.
(4)    Other liabilities includes a $7.0 million Note payable, $5.3 million of Contract liabilities and $0.7 million of Accounts payable.

The excess of the purchase consideration over the aggregate estimated fair values of identifiable assets acquired, net of liabilities assumed, was recorded as goodwill. The goodwill recognized is primarily a result of the expected enhancement of Marketplace through Broad Arrow's various service offerings, including the buying, selling and financing of collector cars through classified listings, auctions and facilitating private sales, as well as the assembled workforce and various other factors.

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The acquisition of Broad Arrow was not material to the Company's Condensed Consolidated Statements of Operations. Therefore, pro forma results of operations related to this acquisition have not been presented. Following the Broad Arrow Acquisition, the financial statements of Broad Arrow are consolidated into the Company's Condensed Consolidated Financial Statements.

Speed Digital Acquisition

In April 2022, Hagerty acquired Speed Digital LLC ("Speed Digital") for a purchase price of $15.0 million. The Company paid $7.5 million at closing with an additional two annual installments of $3.75 million to be paid in 2023 and 2024. The first annual installment was paid during the nine months ended September 30, 2023 and the second annual installment will be paid in the first quarter of 2024. Speed Digital was previously wholly-owned indirectly by Robert Kauffman, a member of the Company's Board of Directors (the "Board"), who will receive 100% of the proceeds of the purchase price. Speed Digital operates a SaaS business primarily serving collector car dealers and auction houses, and an advertising and content syndication platform, which includes Motorious.com. The Company acquired Speed Digital to enhance the Marketplace business to establish relationships with their dealer partners and facilitate growth in Marketplace products; augment the Company's automotive intelligence data; and allow Motorious.com to drive audience engagement, content distribution, and advertising revenue.

Other Acquisitions

During the nine months ended September 30, 2023, the Company completed asset acquisitions with an aggregate purchase price, including deferred consideration, of $2.7 million. In addition to the acquisitions of Broad Arrow and Speed Digital, during the nine months ended September 30, 2022, the Company completed asset acquisitions with an aggregate purchase price of $3.5 million.

7 — Losses and Impairments Related to Divestitures

Management is conducting a review of certain components of the Company's operations which has resulted in the sale and/or reorganization of certain of its businesses, including Hagerty Garage + Social and DriveShare, as discussed below. This initiative supports the Company's strategy to prioritize investments and resources in the areas of its business that offer the strongest growth and profit potential.

Hagerty Garage + Social

On September 29, 2023, Hagerty Ventures LLC ("HV"), a wholly owned subsidiary of The Hagerty Group, entered into an agreement with HGS Hub Holdings LLC ("H3") to terminate the joint venture agreement governing MHH, which operates as Hagerty Garage + Social. In connection with this agreement, H3's approximately 20% equity interest in MHH was redeemed and MHH's equity interests in the Palm Beach, Florida and Redmond, Washington locations of Hagerty Garage + Social were distributed to H3. Following the termination of the joint venture agreement, HV now owns 100% of MHH and its remaining Hagerty Garage + Social locations in Delray Beach, Florida; Miami, Florida; Van Nuys, California; and Burlington, Ontario.

As a result of the joint venture termination, the Company recognized a loss of $2.9 million in the third quarter of 2023, representing the difference between the fair value of the approximately 20% equity interest in MHH received by HV and the carrying value of the equity interests distributed to H3. The fair value of the approximately 20% equity interest received by MHH is a Level 3 fair value measurement and was determined using a combination of the discounted cash flow model and the adjusted book value method. This loss is recorded within "Losses and impairments related to divestitures" on the Company's Condensed Consolidated Statements of Operations.

Immediately prior to the joint venture termination, MHH entered into an agreement to terminate the real estate lease held by the Culver City, California location of Hagerty Garage + Social. In connection with this lease termination agreement, MHH paid a termination fee funded by the Company and H3 in exchange for the extinguishment of its remaining obligations under the lease. As a result of this lease termination, the Company recognized a loss of $0.6 million in the third quarter of 2023, consisting of the lease termination fee paid to the landlord, partially offset by the net effect of the derecognition of the assets and liabilities related to the lease. This loss is reported within "Losses and impairments related to divestitures" on the Company's Condensed Consolidated Statements of Operations. Following this lease termination, MHH no longer operates a Hagerty Garage + Social location in Culver City, California.

Hagerty DriveShare

In the third quarter of 2023, The Hagerty Group entered into an agreement to sell Hagerty DriveShare, LLC ("DriveShare"), a peer-to-peer rental platform for collector vehicles, to a third party. The sale was completed on October 9, 2023. As a result of the anticipated completion of this sale, the Company recognized a $0.4 million loss in the third quarter of 2023 to write-down the carrying value of its investment in DriveShare. This loss is recorded within "Losses and impairments related to divestitures" on the Company's Condensed Consolidated Statements of Operations.
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8 — Goodwill and Intangible Assets

Goodwill

The following is a reconciliation of the changes in the Company's goodwill for the nine months ended September 30, 2023 and 2022:

2023 2022
in thousands
Goodwill as of January 1, $ 115,041  $ 11,488 
Acquisitions (1)
 —  103,605 
Divestitures (2)
 (846) — 
Effect of foreign currency translation 3  (62)
Goodwill as of September 30,
 $ 114,198  $ 115,031 
(1)    Refer to Note 6 — Acquisitions and Investments for information related to the Company's acquisitions of Speed Digital, in April 2022, and Broad Arrow, in August 2022, which together resulted in the recognition of $103.6 million of goodwill.
(2)    Refer to Note 7 — Losses and Impairments Related to Divestitures for information related to the termination of the joint venture agreement governing MHH, which resulted in the divestiture of certain Hagerty Garage + Social locations, as well as the divestiture of DriveShare. The termination of the joint venture agreement governing MHH and the divestiture of DriveShare resulted in the derecognition of $0.4 million and $0.4 million, respectively, of goodwill in the third quarter of 2023.

Intangible Assets

The cost and accumulated amortization of intangible assets as of September 30, 2023 and December 31, 2022 are as follows:

Weighted Average Useful Life
September 30,
2023
December 31,
2022
in thousands
Renewal rights 10.0 $ 20,053  $ 17,282 
Internally developed software 3.1 123,610  109,764 
Trade names and trademarks 14.0 12,541  12,541 
Relationships and customer lists (1)
 15.7 8,869  13,890 
Other 4.4 1,435  1,434 
Intangible assets 166,508  154,911 
Less: accumulated amortization (70,732) (50,887)
Intangible assets, net $ 95,776  $ 104,024 
(1)    Refer to Note 7 — Losses and Impairments Related to Divestitures for information related to the termination of the joint venture agreement governing MHH, which resulted in the divestiture of certain Hagerty Garage + Social locations. The termination of the joint venture agreement governing MHH resulted in the decrease of $5.0 million of relationships and customer lists in the third quarter of 2023.

Intangible asset amortization expense was $7.1 million and $5.9 million for the three months ended September 30, 2023 and 2022, respectively, and $20.9 million and $15.4 million for the nine months ended September 30, 2023 and 2022, respectively.

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The estimated future aggregate amortization expense as of September 30, 2023 is as follows:

in thousands
2023 $ 7,717 
2024 27,695 
2025 19,460 
2026 12,087 
2027 8,372 
Thereafter 20,445 
Total $ 95,776 

9 — Provision for Unpaid Losses and Loss Adjustment Expenses

The following table presents a reconciliation of the beginning and ending provision for unpaid losses and loss adjustment expenses related to Hagerty Re, net of amounts recoverable from reinsurers:

Nine months ended
September 30,
2023
2022
in thousands
Gross reserves for unpaid losses and loss adjustment expenses, beginning of year $ 111,741  $ 74,869 
Less: Reinsurance recoverable on unpaid losses and loss adjustment expenses 843  — 
Net reserves for unpaid losses and loss adjustment expenses, beginning of year
 110,898  74,869 
Incurred losses and loss adjustment expenses:
Current accident year 159,461  136,144 
Prior accident year —  — 
Total incurred losses and loss adjustment expenses 159,461  136,144 
Payments:
Current accident year 35,993  27,939 
Prior accident year 44,499  27,759 
Total payments 80,492  55,698 
Effect of foreign currency rate changes (42) (490)
Net reserves for unpaid losses and loss adjustment expenses, end of period
 189,825  154,825 
Reinsurance recoverable on unpaid losses and loss adjustment expenses 959  8,100 
Gross reserves for unpaid losses and loss adjustment expenses, end of period
 $ 190,784  $ 162,925 

In updating Hagerty Re's loss reserve estimates, inputs are considered and evaluated from many sources, including actual claims data, the performance of prior reserve estimates, observed industry trends, and internal review processes, including the views of the Company’s actuary. These inputs are used to improve evaluation techniques and to analyze and assess the change in estimated ultimate losses for each accident year by line of business. These analyses produce a range of indications from various methods, from which an actuarial point estimate is recorded.

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10 — Reinsurance

The following table presents Hagerty Re's total premiums assumed and ceded on a written and earned basis for the three and nine months ended September 30, 2023 and 2022:

Three months ended
September 30,
 Nine months ended
September 30,
2023 2022 2023 2022
in thousands
Premiums:
Assumed $ 178,319  $ 136,187  $ 498,962  $ 373,442 
Ceded (5,838) (1,268) (28,107) (10,958)
Net $ 172,481  $ 134,919  $ 470,855  $ 362,484 
Premiums earned:
Assumed $ 146,004  $ 110,958  $ 398,524  $ 298,818 
Ceded (6,219) (3,471) (14,026) (8,099)
Net $ 139,785  $ 107,487  $ 384,498  $ 290,719 

Ceded Reinsurance

Hagerty Re purchases catastrophe reinsurance to protect its capital from large catastrophic events and to provide earnings protection and stability. The 2023 catastrophe reinsurance program splits the exposure between accounts with total insured values ("TIV") of up to $5.0 million and U.S. accounts with TIV of $5.0 million and above ("High-Net-Worth Accounts"). Accounts with TIV of up to $5.0 million are afforded $105.0 million of coverage excess of a per event retention of $25.0 million in two layers; $25.0 million excess of $25.0 million and $55.0 million excess of $50.0 million. High-Net-Worth Accounts in the U.S. are covered by a separate catastrophe reinsurance program which provides $30.0 million of coverage excess of per event retention of $9.0 million in one layer; $21.0 million excess of $9.0 million.

In addition to the aforementioned catastrophe coverage, Hagerty Re has entered into quota share agreements to cede a portion of the risk on High-Net-Worth Accounts assumed from Evanston. Specifically, Hagerty Re is ceding 20% of the physical damage exposure effective January 1, 2023, and is ceding an additional 50% of the overall exposure effective March 1, 2023, under quota share agreements with various reinsurers, some of which are related parties. Refer to Note 21 — Related-Party Transactions for additional information.

Hagerty Re receives ceding commissions from premiums ceded under reinsurance contracts related to High-Net-Worth Accounts. Ceding commissions are recognized ratably over the terms of the related policies, which are generally 12 months, and are recorded net within "Ceding commission" in the Company's Condensed Consolidated Statements of Operations. Deferred portions of ceding commissions received are included in "Accounts payable, accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheets.

The following table presents the reinsurance recoverable on paid and unpaid losses and loss adjustment expenses as of September 30, 2023 and December 31, 2022:
September 30,
2023
 December 31,
2022
in thousands
Reinsurance recoverable on paid losses and loss adjustment expenses $ 92  $ 605 
Reinsurance recoverable on unpaid losses and loss adjustment expenses 959  843 
Total reinsurance recoverable $ 1,051  $ 1,448 

Reinsurance contracts do not relieve Hagerty Re from its primary liability to the ceding carriers according to the terms of its reinsurance treaties. Failure of reinsurers to honor their obligations could result in additional losses to Hagerty Re. Hagerty Re evaluates the financial condition of its reinsurers and monitors concentration of credit risk arising from its exposure to individual reinsurers. All of Hagerty Re's reinsurers have an A.M. Best rating of A- (Excellent) or better, or fully collateralize their maximum obligation under the treaty.

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11 — Restructuring, Impairment and Related Charges

In 2022, management approved an initiative to increase operational efficiencies and flexibility by transitioning to a "remote first" work model for employees. This initiative primarily included the rationalization of the Company's office space throughout the U.S., Canada, and the U.K. Additionally, in the fourth quarter of 2022, the Board approved a voluntary retirement program ("VRP") and a reduction in force (the "2022 RIF"). As a result of these actions (collectively, the "2022 Restructuring Actions"), the Company recognized $18.3 million within "Restructuring, impairment and related charges, net" in the Consolidated Statements of Operations for the year ended December 31, 2022. These charges consisted of $8.0 million of severance related costs associated with the 2022 RIF and $4.2 million of severance related costs associated with the VRP, as well as an impairment charge of $4.7 million related to operating lease ROU assets and a $1.5 million loss on the disposal of leasehold improvements associated with the impaired leases.

In the first quarter of 2023, the Board approved a further reduction in force (the "2023 RIF") following a strategic review of business processes as the Company focuses on driving efficiencies in order to achieve growth and profitability goals. As a result of these actions (collectively, the "2023 Restructuring Actions"), in the first quarter of 2023, the Company recognized $5.5 million within "Restructuring, impairment and related charges, net" in the Condensed Consolidated Statements of Operations. These charges consisted of $5.1 million of severance related costs associated with the 2023 RIF and a $0.4 million impairment charge to write-down the value of certain digital media content assets.

In the second quarter of 2023, the Company recognized $2.8 million of "Restructuring, impairment and related charges, net". These charges included $2.6 million of impairment and related charges associated with operating lease ROU assets and leasehold improvements for office space that was vacated and listed for sublease in the period as a result of the Company's continuing transition to a "remote first" work model. The amount recognized in the second quarter of 2023 also included $0.2 million of additional severance related costs associated with the 2023 RIF. In the third quarter of 2023, the Company recognized $0.5 million of costs associated with its vacated office space within "Restructuring, impairment and related charges, net".

The following is a reconciliation of the liability related to the 2022 Restructuring Actions and the 2023 Restructuring Actions, which is recorded within "Accounts payable, accrued expenses and other current liabilities" on the Condensed Consolidated Balance Sheets. The remaining liability as of September 30, 2023 will be settled in the fourth quarter of 2023.

in thousands
Balance at December 31, 2022
 $ 9,470 
Costs incurred and charged to expense 8,857 
Costs paid or otherwise settled (1)
 (18,282)
Balance at September 30, 2023
 $ 45 
(1)    Includes cash payments made for severance, as well as a $3.1 million of impairment and related charges associated with operating lease ROU assets and associated leasehold improvements, a $0.5 million non-cash impairment related to certain digital media content assets and the non-cash share-based compensation effects related to the 2023 RIF.

12 — Fair Value Measurements

Hagerty measures and discloses fair values in accordance with the provisions of ASC 820. The Company’s recurring significant fair value measurements primarily relate to interest rate swaps, warrant liabilities, and fixed income investments. The Company uses valuation techniques based on inputs such as observable data, independent market data, and/or unobservable data. Additionally, the Company makes assumptions in valuing its assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the valuation techniques.

The Company classifies fair value measurements within one of three levels in the fair value hierarchy. The level assigned to a fair value measurement is based on the lowest level input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input requires judgment. The three levels of the fair value hierarchy are as follows:

•Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
•Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for substantially the full term of the asset or liability.
•Level 3 — Unobservable inputs that management believes are predicated on the assumptions market participants would use to measure the asset or liability at fair value.

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The Company's policy is to recognize significant transfers between levels, if any, at the end of the reporting period.

Recurring fair value measurements

Interest rate swaps

Interest rate swaps are determined to be Level 2 within the fair value hierarchy. The significant inputs used to determine the fair value of interest rate swaps, such as the Secured Overnight Financing Rate ("SOFR") forward curve, are considered observable market inputs. The Company monitors the credit and nonperformance risk associated with its counterparty and believes them to be insignificant. Refer to Note 14 — Interest Rate Swaps for additional information.

Warrant liabilities

The Company's 5,750,000 Public Warrants are Level 1 within the fair value hierarchy as they are measured utilizing quoted market prices.

The Company has determined that its 257,500 Private Placement Warrants, 28,750 Underwriter Warrants, 1,300,000 OTM Warrants, and 12,147,300 PIPE Warrants are Level 3 within the fair value hierarchy. The Company utilizes a Monte Carlo simulation model to measure the fair value of the private warrants. The Company’s Monte Carlo simulation model includes assumptions related to the expected stock-price volatility, expected term, dividend yield, and risk-free interest rate. Refer to Note 18 — Warrant Liabilities for additional information.

The following table summarizes the significant inputs used in the valuation model for the private warrants as of September 30, 2023:

Inputs Private Placement Warrants Underwriter Warrants OTM Warrants PIPE Warrants
Exercise price $11.50 $11.50 $15.00 $11.50
Common stock price $8.17 $8.17 $8.17 $8.17
Volatility 57.5% 57.5% 53.0% 57.5%
Expected term of the warrants 3.18 3.18 8.18 3.18
Risk-free rate 4.80% 4.80% 4.60% 4.80%
Dividend yield —% —% —% —%

The Company estimates the volatility of its common stock based on factors including, but not limited to, implied volatility of the Public Warrants, the historical performance of comparable companies, and management's understanding of the volatility associated with similar instruments of other entities.

The risk-free rate is based on the yield of the U.S. Treasury Constant Maturity for a term that approximates the expected remaining life, which is assumed to be the remaining contractual term, of the warrants.

The dividend rate is based on the Company’s historical rate, which the Company anticipates to remain at zero.
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The fair value of the Company's financial assets and liabilities measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, are shown in the tables below:

Estimated Fair Value as of September 30, 2023
Total Level 1 Level 2 Level 3
in thousands
Financial Assets
Interest rate swaps $ 3,049  $ —  $ 3,049  $ — 
Total $ 3,049  $ —  $ 3,049  $ — 
Financial Liabilities
Public warrants $ 13,167  $ 13,167  $ —  $ — 
Private placement warrants 706  —  —  706 
Underwriter warrants 79  —  —  79 
OTM warrants 5,247  —  —  5,247 
PIPE warrants 27,781  —  —  27,781 
Total $ 46,980  $ 13,167  $ —  $ 33,813 
Estimated Fair Value as of December 31, 2022
Total Level 1 Level 2 Level 3
in thousands
Financial Assets
Interest rate swaps $ 3,294  $ —  $ 3,294  $ — 
Total $ 3,294  $ —  $ 3,294  $ — 
Financial Liabilities
Public warrants $ 12,880  $ 12,880  $ —  $ — 
Private placement warrants 673  —  —  673 
Underwriter warrants 75  —  —  75 
OTM warrants 4,706  —  —  4,706 
PIPE warrants 27,227  —  —  27,227 
Total $ 45,561  $ 12,880  $ —  $ 32,681 

The following table presents a reconciliation of the Company's warrant liabilities that are classified as Level 3 within the fair value hierarchy for the nine months ended September 30, 2023 and 2022:

Private Placement Warrants Underwriter Warrants OTM Warrants PIPE Warrants Total
in thousands
Balance at December 31, 2021
 $ 1,248  $ 139  $ 6,849  $ 55,887  $ 64,123 
Change in fair value of warrant liabilities (521) (58) (1,961) (24,174) (26,714)
Exercise of warrants —  —  —  (1,906) (1,906)
Balance at September 30, 2022
 $ 727  $ 81  $ 4,888  $ 29,807  $ 35,503 
Balance at December 31, 2022
 $ 673  $ 75  $ 4,706  $ 27,227  $ 32,681 
Change in fair value of warrant liabilities 33  4  541  554  1,132 
Balance at September 30, 2023
 $ 706  $ 79  $ 5,247  $ 27,781  $ 33,813 

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Fixed Income Investments

The Company has fixed income investments that consist of Canadian Sovereign, Provincial and Municipal fixed income securities held in a trust account to meet the requirements of a third-party insurer, Aviva, in connection with Hagerty Re's reinsurance agreement.

The Company classifies its fixed income investments in connection with its reinsurance agreement as held-to-maturity, as the Company has the intent and ability to hold these investments to maturity. The Company has determined that its fixed income investments are Level 2 within the fair value hierarchy, as these investments are valued using observable inputs such as quoted prices for similar assets at the measurement date.

The critical credit quality indicator for the fixed income investments is the credit ratings of the issuer. Management considers all of the fixed income investments currently held by Hagerty Re to be investment grade.

The following table discloses the fair value and related carrying amount of fixed income investments held within Hagerty Re as of September 30, 2023 and December 31, 2022:

September 30, 2023 December 31, 2022
Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
in thousands
Short-term $ 9,618  $ 9,508  $ 6,296  $ 6,205 
Long-term 6,563  6,316  6,690  6,316 
Total $ 16,181  $ 15,824  $ 12,986  $ 12,521 

Each reporting period management reviews the credit-rating of each security to ensure it is considered investment grade. Based on the factors outlined above, as of September 30, 2023, the Company does not expect any credit losses related to the fixed income investments and therefore there is no allowance for credit losses recorded. The Company did not record any gains or losses on these securities during the nine months ended September 30, 2023 or 2022.

13 — Long-Term Debt
As of September 30, 2023 and December 31, 2022, "Long-term debt, net" consisted of the following:

September 30,
2023
December 31,
2022
in thousands
Credit Facility
 $ 45,395  $ 105,000 
State Farm Term Loan 25,000  — 
Notes payable
 5,964  3,280 
Total long-term debt 76,359  108,280 
Less: Unamortized debt issuance costs related to State Farm Term Loan (595) — 
Total long-term debt, net $ 75,764  $ 108,280 

Credit Facility — The Hagerty Group has a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto from time to time as lenders, as amended (the "Credit Agreement"). The Credit Agreement provides for a revolving credit facility (the "Credit Facility") with an aggregate borrowing capacity of $230.0 million. The Credit Agreement also provides for an uncommitted incremental facility under which the Company may request one or more increases in the amount of the commitments available under the Credit Facility in an aggregate amount not to exceed $50.0 million. Additionally, the Credit Agreement provides for the issuance of letters of credit of up to $25.0 million and borrowings in the British Pound and Euro of up to $25.0 million in the aggregate. The Credit Agreement matures in October 2026, but may be extended by one year on an annual basis if agreed to by the Company and the lenders party thereto. Any unpaid balance on the Credit Facility is due at maturity.

The Credit Facility accrues interest at the applicable reference rate (primarily Term SOFR) depending on the currency of the borrowing plus an applicable margin determined by the Company's net leverage ratio for the preceding period (as defined in the Credit Agreement). The effective interest rate related to the Credit Facility was 7.41% for the nine months ended September 30, 2023.

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Credit Facility borrowings are collateralized by assets of The Hagerty Group and its consolidated subsidiaries, except for foreign and certain excluded or immaterial subsidiaries.

Under the Credit Agreement, The Hagerty Group is required, among other things, to meet certain financial covenants (as defined in the Credit Agreement), including a fixed charge coverage ratio and a leverage ratio. As of September 30, 2023 and December 31, 2022, the Company was in compliance with the financial covenants under the Credit Agreement.

State Farm Term Loan — On September 19, 2023, Hagerty Re entered into an unsecured term loan credit facility with State Farm in the aggregate principal amount of $25.0 million (the "State Farm Term Loan"). The State Farm Term Loan bears interest at a rate of 8.0% per annum and will mature on September 19, 2033. State Farm is a related party to the Company. Refer to Note 21 — Related-Party Transactions for additional information.

Notes Payable — As of September 30, 2023 and December 31, 2022, the Company had outstanding notes payable, which are used to fund certain loans made by Broad Arrow in the U.K., totaling $6.0 million and $3.3 million, respectively. The effective interest rates for these notes payable range from 7.0% to 9.8% with repayment due between October 2024 and August 2025. Refer to Note 3 — Notes Receivable for additional information on the lending activities of Broad Arrow.

Letters of Credit — The Company authorized four letters of credit for a total of $11.6 million for operational purposes related to Section 953(d) tax structuring election and lease down payment support.

14 — Interest Rate Swaps

Hagerty's interest rate swap agreements are used to fix the interest rate on a portion of the Company's existing variable rate debt to reduce the exposure to interest rate fluctuations. The notional amounts of the interest rate swap agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense within "Interest and other income (expense)" in the Condensed Consolidated Statements of Operations.

As of September 30, 2023, the Company had one outstanding interest rate swap, which was entered into in December 2020, with an original notional amount of $35.0 million and maturity in December 2025. In September 2022, the interest rate swap was amended to replace LIBOR with Term SOFR and, as a result, the fixed swap rate is now 0.81%. The estimated fair value of the interest rate swap is included within either "Other long-term assets" or "Other long-term liabilities" on the Condensed Consolidated Balance Sheets and the change in fair value is recorded within "Derivative instruments" in the Condensed Consolidated Statements of Comprehensive Income (Loss).

In accordance with ASC Topic 815 Derivatives and Hedging ("ASC 815"), the Company designated its outstanding interest rate swap as a cash flow hedge and formally documented the relationship between the interest rate swap and the variable rate borrowings, as well as its risk management objective and strategy for undertaking the hedge transaction. The Company also assessed, at the hedge’s inception and will continue to assess on an ongoing basis, whether the derivative used in the hedging transaction was highly effective in offsetting changes in the cash flows of the hedged item. The hedge is deemed effective, and therefore, the change in fair value is recorded within "Derivative instruments" in the Condensed Consolidated Statements of Comprehensive Income (Loss). In the event the cash flow hedge is no longer deemed effective, such amounts would be reclassified into interest expense, net from Other comprehensive income (loss). There were no such reclassifications during the nine months ended September 30, 2023 and 2022. The Company does not expect to have a reclassification into earnings within the next 12 months.

As of September 30, 2023 and December 31, 2022, the interest swap was in an asset position and had a fair value of $3.0 million and $3.3 million, respectively. Refer to Note 12 — Fair Value Measurements for additional information.

15 — Convertible Preferred Stock

On June 23, 2023, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors"), pursuant to which it closed, issued and sold (the "Closing") to the Investors an aggregate of 8,483,561 shares of the Company’s newly-designated Series A Convertible Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $80.0 million, at a per-share purchase price of $9.43 (the "Series A Purchase Price" and the transaction, the "Private Placement").

The Investors include State Farm, Markel, and persons related to Hagerty Holding Corp. ("HHC"). State Farm and Markel are both significant stockholders of the Company, each holding in excess of 5% of the outstanding common stock. McKeel Hagerty is the Company’s CEO and a member of the Company’s Board of Directors. Mr. Hagerty and Tammy Hagerty may be deemed to control HHC, which is the controlling stockholder of the Company. Prior to and continuing after the Private Placement, each of State Farm and Markel have the right to nominate one director to the Company’s Board of Directors. HHC has the right to nominate two directors to the Company’s Board of Directors. Refer to Note 16 — Stockholders' Equity and Note 21 — Related-Party Transactions for additional information.

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The net proceeds from the Private Placement, after deducting issuance costs of approximately $0.8 million, were $79.2 million, which was recorded within Temporary Equity on the Company’s Condensed Consolidated Balance Sheets. The Company is using the net proceeds from the Private Placement for general corporate purposes.

As of September 30, 2023, the estimated redemption value of the Series A Convertible Preferred Stock was $123.4 million, which represents the maximum cash payment, including cumulative dividends, that would be required to be paid if the Optional Term Redemption provision in the Certificate of Designations, as summarized below, is exercised as of the earliest possible redemption date of June 23, 2028. The decision to redeem the Series A Convertible Preferred Stock for cash is made at the discretion of the Company; however, the Company is controlled by HHC through its voting control of the Company. Accordingly, the redemption of the Series A Convertible Preferred Stock is considered outside the control of the Company and, as a result, the Series A Convertible Preferred Stock is recorded within Temporary Equity on the Company's Condensed Consolidated Balance Sheets.

The Company has elected to apply the accretion method to adjust the carrying value of the Series A Convertible Preferred Stock to its estimated redemption value. Amounts recognized to accrete the Series A Convertible Preferred Stock to its estimated redemption value are treated as a deemed dividend and are recorded as a reduction to "Additional paid-in capital". The estimated redemption value may vary in subsequent periods and the Company has elected to recognize such changes prospectively.

The captioned sections below provide a summary of the material terms of the Series A Convertible Preferred Stock, as set forth in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the "Certificate of Designations").

Ranking — The Series A Convertible Preferred Stock ranks senior to the Class A Common Stock, the Class V Common Stock and each other class or series of shares of the Company that the Company may issue in the future the terms of which do not expressly provide that such class or series ranks equally with, or senior to, the Series A Convertible Preferred Stock, with respect to dividend rights and/or rights upon liquidation, winding up or dissolution.

Dividends — Dividends on the Series A Convertible Preferred Stock are cumulative and accrue from the date of issuance at the rate per annum of 7% of the Series A Purchase Price of each share, plus the amount of previously accrued dividends, compounded annually (the "Accruing Dividends"). The Company may elect to pay the Accruing Dividends either in cash or in additional shares of Series A Convertible Preferred Stock. Prior to the third anniversary of the Closing, the Series A Convertible Preferred Stock will participate on an as-converted basis in dividends declared and paid on the Class A Common Stock.

Conversion — Any shares of Series A Convertible Preferred Stock may, at the option of the holder, be converted at any time into shares of Class A Common Stock. The conversion price for the Series A Convertible Preferred Stock is initially $11.79 and is subject to adjustment upon certain events, including a stock split, a reverse stock split, or a dividend of the Class A Common Stock or Class V Common Stock to the Company’s common stockholders (as adjusted, the "Conversion Price"). The Company may require such conversion (i) if the closing price per share of Class A Common Stock, for at least twenty (20) of any thirty (30) consecutive trading days, exceeds: (a) on or after the third and prior to the seventh anniversary of the Closing, 150% of the Conversion Price; or (b) on or after the seventh and prior to the tenth anniversary of the Closing, 100% of the Conversion Price; and (ii) on or after the tenth anniversary of the Closing. The conversion rate in effect at any applicable time (the "Conversion Rate") is the quotient obtained by dividing the Series A Purchase Price by the Conversion Price.

As of September 30, 2023, no shares of Series A Convertible Preferred Stock have been converted and the outstanding Series A Convertible Preferred Stock was convertible into 6,785,410 shares of Class A Common Stock.

Voting — The Series A Convertible Preferred Stock votes together with the Class A Common Stock on an as-converted basis, and not as a separate class. The Investors have veto rights over (i) changes to the terms of the Certificate of Designations or the Company's certificate of incorporation or bylaws that adversely impact the Series A Convertible Preferred Stock and (ii) the issuance of equity securities senior to the Series A Convertible Preferred Stock or other securities convertible thereto.

Liquidation Preference — In the event of any liquidation, dissolution or winding up of the Company, each share of Series A Convertible Preferred Stock will be paid the greater of (i) the Series A Purchase Price plus any Accruing Dividends accrued but unpaid thereon, and (ii) the amount that such share of Series A Convertible Preferred Stock would have received had it converted into the Class A Common Stock immediately prior to such liquidation, dissolution or winding up of the Company (the "Liquidation Preference"). After payment of the Liquidation Preference, the Series A Convertible Preferred Stock will no longer be convertible and will not participate in any distribution made to the holders of the Class A Common Stock or Class V Common Stock.

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Change of Control — Upon a merger, consolidation, sale or other change of control transaction as described in the Certificate of Designations (a "Change of Control"), either (i) the Company may elect to redeem the Series A Convertible Preferred Stock or (ii) each holder of Series A Convertible Preferred Stock, individually, may require the Company to redeem all or any portion of the Series A Convertible Preferred Stock. The redemption price per share to be paid by the Company would be the greater of: (a) the Series A Purchase Price plus any accrued but unpaid Accruing Dividends multiplied by (i) if prior to or on the third anniversary of the Closing, 120%; (ii) if after the third but prior to or on the fifth anniversary of the Closing, 110%; (iii) if after the fifth anniversary of the Closing, 100%; and (b) the amount such share of Series A Convertible Preferred Stock would have received had it converted into the Class A Common Stock prior to the Change of Control. Any shares of Series A Convertible Preferred Stock that are not so redeemed will automatically convert into shares of Class A Common Stock and be paid in connection with the Change of Control.

Fundamental Transaction — In the event of any acquisition by the Company with a transaction value of at least $500.0 million or any equity or debt financing by the Company that raises at least $500.0 million, either (i) the Company may elect to redeem the Series A Convertible Preferred Stock, or (ii) each holder of Series A Convertible Preferred Stock, individually, may require the Company to redeem all or any portion of its Series A Convertible Preferred Stock. The redemption price per share to be paid by the Company would be the Series A Convertible Preferred Stock plus any accrued but unpaid Accruing Dividends multiplied by: (a) if prior to or on the third anniversary of the Closing, 120%; (b) if after the third but prior to or on the fifth anniversary of the Closing, 110%; (c) if after the fifth but prior to or on the sixth anniversary of the Closing, 108%; (d) if after the sixth but prior to or on the seventh anniversary of the Closing, 106%; (e) if after the seventh but prior to or on the eighth anniversary of the Closing, 104%; (f) if after the eighth but prior to or on the ninth anniversary of the Closing, 102%; or (g) if after the ninth anniversary of the Closing, 100%.

Optional Term Redemption — Any time after the fifth anniversary of the Closing, the Company may redeem all or any portion of the then-outstanding shares of the Series A Convertible Preferred Stock for cash (a "Term Redemption"). The redemption price per share to be paid by the Company would be equal to the greater of: (i) the Series A Purchase Price plus any accrued but unpaid Accruing Dividends multiplied by: (a) if after the fifth but prior to the sixth anniversary of the Closing, 110%; (b) if on or after the sixth but prior to the seventh anniversary of the Closing, 108%; (c) if on or after the seventh but prior to the eighth anniversary of the Closing, 106%; (d) if on or after the eighth but prior to the ninth anniversary of the Closing, 104%; (e) if on or after the ninth but prior to tenth anniversary of the Closing, 102%; or (f) if on or after the tenth anniversary of the Closing, 100%; and (ii) the amount such share of Series A Convertible Preferred Stock would have received had it converted into Class A Common Stock prior to the Term Redemption.

Registration Rights Agreement — In connection with the Private Placement, the Company entered into a registration rights agreement with the Investors (the "Registration Rights Agreement") pursuant to which, the Investors will be entitled to certain demand, shelf and piggyback registration rights with respect to the Series A Convertible Preferred Stock and shares of the Class A Common Stock issuable upon conversion thereof.

16 — Stockholders' Equity

Class A Common Stock — Hagerty is authorized to issue 500,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of Class A Common Stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 84,479,065 and 83,202,969 shares of Class A Common Stock issued and outstanding, respectively.

Class V Common Stock — Hagerty is authorized to issue 300,000,000 shares of Class V Common Stock with a par value of $0.0001 per share. Class V Common Stock represents voting, non-economic interests in Hagerty. Holders of Class V Common Stock are entitled to 10 votes for each share. In connection with the Business Combination, Hagerty issued shares of Class V Common Stock to HHC and Markel (together the "Legacy Unit Holders") along with an equivalent number of Hagerty Group Units, as discussed below. Each share of Class V Common Stock, together with the corresponding Hagerty Group Unit, is exchangeable for one share of Class A Common Stock. As of September 30, 2023 and December 31, 2022, there were 251,033,906 shares of Class V Common Stock issued and outstanding.

Preferred Stock — Hagerty is authorized to issue 20,000,000 shares of Preferred Stock with a par value of $0.0001 per share. Hagerty's Board has the authority to issue shares of Preferred Stock with such designations, voting and other rights and preferences as may be determined from time to time.

On June 23, 2023, the Company issued 8,483,561 shares of the Company’s newly-designated Series A Convertible Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $80.0 million, at a per-share purchase price of $9.43. Refer to Note 15 — Convertible Preferred Stock for additional information.

As of December 31, 2022, there were no shares of Preferred Stock issued and outstanding.
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Non-controlling Interests — Hagerty, Inc. is the sole managing member of The Hagerty Group and, as a result,
consolidates the financial statements of The Hagerty Group into its Condensed Consolidated Financial Statements. Hagerty, Inc. reports a non-controlling interest representing the economic interest in The Hagerty Group held by other unit holders of The Hagerty Group. Each Hagerty Group Unit and, if applicable, the associated share of Class V Common Stock, is exchangeable for one share of Class A Common Stock.

The following table summarizes the ownership of Hagerty Group Units as of September 30, 2023 and December 31, 2022:

September 30, 2023 December 31, 2022

Units Owned Ownership Percentage Units Owned Ownership Percentage
Hagerty Group Units held by Hagerty, Inc.
 84,479,065  24.8  % 83,202,969 24.5  %
Hagerty Group Units held by other unit holders
 255,499,164  75.2  % 255,758,466  75.5  %
Total 339,978,229  100.0  % 338,961,435  100.0  %

At the end of each reporting period, The Hagerty Group equity attributable to Hagerty, Inc. and the non-controlling unit holders, respectively, is reallocated to reflect their current ownership in The Hagerty Group.

Redeemable Non-controlling Interest — In connection with the Business Combination, Hagerty, Inc. entered into the Legacy Unit Holders Exchange Agreement. The Legacy Unit Holders Exchange Agreement permitted the Legacy Unit Holders to exchange shares of Class V Common Stock and the associated Hagerty Group Units for an equivalent amount of shares of Class A Common Stock or, at the option of the Company, for cash. Because the Company had the option to redeem the non-controlling interest for cash and the Company is controlled by the Legacy Unit Holders through their voting control, the non-controlling interest was considered redeemable as the redemption was considered outside the Company's control. This redeemable non-controlling interest represented the economic interests of the Legacy Unit Holders. Income or loss was attributed to the redeemable non-controlling interest based on the weighted average ownership of the Hagerty Group Units outstanding during the period held by the Legacy Unit Holders.

The redeemable non-controlling interest was measured at the greater of the initial fair value or the redemption value and was required to be presented as Temporary Equity on the Condensed Consolidated Balance Sheets, with a corresponding adjustment to "Additional paid-in capital" and "Accumulated earnings (deficit)". The total redeemable non-controlling interest as of December 31, 2021 was $593.3 million. For the period from January 1, 2022 to March 23, 2022, additional accretion of $1.6 billion was recognized, with a corresponding adjustment of $162.1 million and $1.4 billion to "Additional paid-in capital" and "Accumulated earnings (deficit)", respectively.

On March 23, 2022, the Legacy Unit Holders Exchange Agreement was amended to revise the option for the Company to settle the exchange of Class V Common Stock and associated Hagerty Group Units in cash. Under the terms of the amendment, a cash exchange is only allowable in the event that net cash proceeds are received from a new permanent equity offering. The redeemable non-controlling interest balance of $2.1 billion as of March 23, 2022 was recorded in equity as non-controlling interest with corresponding adjustments of $1.4 billion, $528.6 million, and $215.6 million to "Accumulated earnings (deficit)", "Additional paid-in capital" and "Non-controlling interest", respectively.

17 — Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated under the two-class method using Net income (loss) available to Class A Common Stockholders, divided by the weighted average number of shares of Class A Common Stock outstanding during the period.

Diluted earnings (loss) per share is calculated using diluted Net income (loss) available to Class A Common Stockholders divided by the weighted average number of shares of Class A Common Stock outstanding during the period, adjusted to give effect to potentially dilutive securities.

The Company's potentially dilutive securities consist of (i) unexercised warrants, unvested share-based compensation awards, and shares issuable under the employee stock purchase plan, with the dilutive effect calculated using the Treasury Stock Method, and (ii) non-controlling interest Hagerty Group Units and the Series A Convertible Preferred Stock, with the dilutive effect calculated using the "If-converted" Method.





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The following table summarizes the basic and diluted earnings per share calculations for the three and nine months ended September 30, 2023 and 2022:

Three months ended
September 30,
Nine months ended
September 30,
2023
2022
2023
2022
in thousands (except per share amounts)
Earnings (Loss) Per Share of Class A Common Stock, Basic
Net income (loss) available to Class A Common Stockholders $ 3,255  $ 14,714  $ 3,712  $ 36,685 
Weighted-average shares of Class A Common Stock outstanding 84,479  82,816  84,042  82,569 
Net income (loss) per share of Class A Common Stock, Basic $ 0.04  $ 0.18  $ 0.04  $ 0.44 
Earnings (Loss) Per Share of Class A Common Stock, Diluted
Net income (loss) available to Class A Common Stockholders $ 3,255  $ 24,531  $ 3,712  $ 10,512 
Weighted-average shares of Class A Common Stock outstanding 84,479  336,768  84,042  335,392 
Net income (loss) per share of Class A Common Stock, Diluted $ 0.04  $ 0.07  $ 0.04  $ 0.03 
Net Income (Loss) Available to Class A Common Stockholders
Net income (loss) $ 18,623  $ 24,313  $ 19,137  $ 34,636 
Net loss (income) attributable to non-controlling interest (13,269) (9,599) (13,477) 2,049 
Accretion of Series A Convertible Preferred Stock (1,838) —  (1,838) — 
Undistributed earnings allocated to Series A Convertible Preferred Stock (261) —  (110) — 
Net income (loss) available to Class A Common Stockholders, Basic 3,255  14,714  3,712  36,685 
Undistributed earnings allocated to Series A Convertible Preferred Stock —  —  —  — 
Adjustment for potentially dilutive Hagerty Group Units —  9,817  —  (1,420)
Adjustment for potentially dilutive Series A Convertible Preferred Stock —  —  —  — 
Adjustment for potentially dilutive warrant liabilities —  —  —  (24,753)
Net income (loss) available to Class A Common Stockholders, Diluted $ 3,255  $ 24,531  $ 3,712  $ 10,512 
Weighted-Average Shares of Class A Common Stock Outstanding
Weighted-average shares of Class A Common Stock outstanding, Basic 84,479  82,816  84,042  82,569 
Adjustment for potentially dilutive Hagerty Group Units —  253,396  —  251,821 
Adjustment for potentially dilutive Series A Convertible Preferred Stock —  —  —  — 
Adjustment for potentially dilutive share-based compensation awards —  556  —  185 
Adjustment for potentially dilutive warrants —  —  —  817 
Weighted-average shares of Class A Common Stock outstanding, Diluted 84,479  336,768  84,042  335,392 
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The following table summarizes the weighted-average potential shares of Class A Common Stock excluded from diluted earnings (loss) per share of Class A Common Stock as their effect would be anti-dilutive:

Three months ended
September 30,		 Nine months ended
September 30,
2023 2022 2023 2022
in thousands
Hagerty Group Units 255,499  —  255,579  — 
Series A Convertible Preferred Stock 6,785  —  2,485  — 
Unvested shares associated with share-based compensation awards 8,509  3,815  7,480  2,534 
Warrants 19,484  19,484  19,484  7,050 
Total 290,277  23,299  285,028  9,584 

18 — Warrant Liabilities

The following table summarizes the Company's outstanding warrants and their fair value as of September 30, 2023 and December 31, 2022:

September 30, 2023 December 31, 2022
Warrants Outstanding Fair Value Warrants Outstanding Fair Value
in thousands
Public warrants (1)
 5,750  $ 13,167  5,750  $ 12,880 
Private placement warrants (2)
 258  706  258  673 
Underwriter warrants (2)
 29  79  29  75 
OTM warrants (3)
 1,300  5,247  1,300  4,706 
PIPE warrants (2)
 12,147  27,781  12,147  27,227 
Total 19,484  $ 46,980  19,484  $ 45,561 
(1)    The Public warrants may be exercised on a cash basis only and expire in December 2026.
(2)    The Private Placement, Underwriter and PIPE warrants may be exercised on a cashless basis and expire in December 2026.
(3)    The OTM warrants may be exercised on a cashless basis and expire in December 2031.

The Company's warrants are accounted for as liabilities in accordance with ASC 815-40 and measured at fair value each reporting period with the change in fair value between reporting periods recorded within "Change in fair value of warrant liabilities" in the Condensed Consolidated Statements of Operations.

During the nine months ended September 30, 2022, 522,000 PIPE warrants were exercised, on a cashless basis, for an equivalent of 124,748 shares of Class A Common Stock. The cashless exercise resulted in a decrease in "Warrant liabilities" and an increase in "Class A Common Stock" and "Additional paid-in capital" of $1.9 million on the Condensed Consolidated Balance Sheets. No warrants were exercised during the nine months ended September 30, 2023.

Refer to Note 12 — Fair Value Measurements for additional information.

19 — Share-Based Compensation

The Company's 2021 Equity Incentive Plan provides for the issuance of up to approximately 38.3 million shares of Class A Common Stock to employees and non-employee directors. The 2021 Equity Incentive Plan allows for the issuance of incentive stock options, non-qualified stock options, restricted stock awards, stock appreciation rights, restricted stock units and performance restricted stock units. Awards granted under the 2021 Equity Incentive Plan generally vest over a two to five-year period. As of September 30, 2023, there were approximately 28.9 million shares available for future grants under the 2021 Equity Incentive Plan.

Share-based compensation expense related to employees is recognized in the Condensed Consolidated Statements of Operations within "Salaries and benefits" and, to a much lesser extent, when applicable, "Restructuring, impairment and related charges, net." Share-based compensation expense related to non-employee directors is recognized within "General and administrative services." The Company recognizes forfeitures of share-based compensation awards in the period in which they occur.
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The following table summarizes share-based compensation expense recognized during the three and nine months ended September 30, 2023 and 2022:

Three months ended
September 30,
Nine months ended
September 30,
2023
2022
2023
2022
in thousands
Restricted stock units $ 4,220  $ 3,143  $ 10,846  $ 6,735 
Performance restricted stock units 715  715  2,146  1,430 
Employee stock purchase plan —  —  165  — 
Total share-based compensation expense $ 4,935  $ 3,858  $ 13,157  $ 8,165 

Restricted Stock Units

The Company grants serviced-based restricted stock units ("RSUs") to employees and non-employee directors. The grant date fair value is determined based on the closing market price of the Class A Common Stock on the business day prior to the grant date. Compensation expense related to service-based RSUs is recognized ratably over the requisite service period.

The following table provides a summary of the RSU activity during the nine months ended September 30, 2023:

Restricted Stock Units Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2022
 3,195,038 $ 10.76 
Granted 2,617,859 9.12 
Vested (898,230) 10.81 
Forfeited (132,029) 10.21 
Unvested balance as of September 30, 2023
 4,782,638 $ 9.87 

The Company granted 3,251,560 RSUs during the nine months ended September 30, 2022 with a weighted-average grant date fair value of $10.81. The total grant date fair value of RSUs that vested during nine months ended September 30, 2023 was $9.7 million. During the nine months ended September 30, 2022, there were 37,071 RSUs that vested with a total grant date fair value of $0.4 million.

The tax impact related to vested shares for the nine months ended September 30, 2023 and 2022 was not material to the Company's Condensed Consolidated Financial Statements due to the full valuation allowance on the deferred tax asset for the investment in the assets of The Hagerty Group.

Unrecognized compensation expense related to RSUs as of September 30, 2023 was $36.4 million, which the Company expects to recognize over a weighted average period of 3.41 years.

Performance Restricted Stock Units

In April 2022, the CEO was granted performance-based RSUs, which provide him the opportunity to receive up to 3,707,136 shares of Class A Common Stock. The award had a grant date fair value of approximately $19.2 million, which was estimated using a Monte Carlo simulation model. The performance-based RSUs have both market-based and service-based vesting conditions. Shares of Class A Common Stock issuable under this award will be earned based on the achievement of the following stock price targets: (i) 25% of the shares can be earned when the stock price of the Class A Common Stock exceeds $20.00 per share for 60 consecutive days, (ii) 25% of the shares can be earned when the stock price of the Class A Common Stock exceeds $25.00 per share for 60 consecutive days, and (iii) 50% of the shares can be earned when the stock price of the Class A Common Stock exceeds $30.00 per share for 60 consecutive days. These market-based conditions must be met in order for these performance-based RSUs to vest, and it is therefore possible that no shares will ultimately vest. If the market-based conditions are met, shares of Class A Common Stock earned will vest over the earlier of three years after achievement of the stock price target or the end of the seven-year performance period. The Company will recognize the entire $19.2 million of compensation expense for this award, regardless of whether such market-based conditions are met, over the requisite service period.

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The following table summarizes the assumptions and related information used to determine the grant-date fair value of performance-based RSUs awarded in April 2022:

Inputs Performance Restricted Stock Units
Weighted average grant-date fair value per share $5.19
Expected stock volatility 35%
Expected term (in years) 7.0
Risk-free interest rate 2.5%
Dividend yield —%

The following table provides a summary of performance-based RSU activity during the nine months ended September 30, 2023:

Performance Restricted Stock Units Weighted Average Fair Value
Outstanding as of December 31, 2022
 3,707,136  $ 5.19 
Granted — —
Outstanding as of September 30, 2023
 3,707,136 $ 5.19 

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the "ESPP") allows substantially all of the Company's employees to purchase shares of the Class A Common Stock. The ESPP allows purchases of Class A Common Stock to be made at a discount of up to 15% and for the purchase price to occur at the lesser of the fair market value of the Class A Common Stock on (i) the offering date and (ii) the applicable purchase date. The Company's two previous offering periods offered discounts of 10% and 5%. Employees are allowed to terminate their participation in the ESPP at any time during the purchase period prior to the purchase of shares. As of September 30, 2023, 118,009 shares had been purchased under the ESPP and there were approximately 11.4 million shares available for future purchases.

20 — Taxation

United States — The Hagerty Group is taxed as a pass-through ownership structure under provisions of the Internal Revenue Code ("IRC") and a similar section of state income tax law except for Hagerty Re, Broad Arrow, and various foreign subsidiaries. Any taxable income or loss generated by The Hagerty Group is passed through to and included in the taxable income or loss of the Hagerty Group Unit Holders, including the Company. The Company is taxed as a corporation under the IRC and pays corporate, federal, state, and local taxes with respect to income allocated from The Hagerty Group. The Company has a Tax Receivable Agreement ("TRA") with the Legacy Unit Holders that requires the Company to pay 85% of the tax savings that are realized as a result of increases in the tax basis in The Hagerty Group’s assets as a result of an exchange of Hagerty Group Units and Class V Common Stock for Class A Common Stock or cash. See "Tax Receivable Agreement Liability" below for additional information.

Canada — Canadian entities are taxed as non-resident corporations and subject to income tax in Canada under provisions of the Canadian Revenue Agency.

United Kingdom — U.K. entities are taxed as corporations and subject to income tax in the U.K. under provisions of HM Revenue & Customs.

Bermuda — Hagerty Re has received an undertaking from the Bermuda government exempting it from all local income, withholding, and capital gains taxes until March 31, 2035. At present time no such taxes are levied in Bermuda.

Hagerty Re made an irrevocable election under Section 953(d) of the U.S. IRC, as amended, to be taxed as a U.S. domestic corporation. As a result of this "domestic election", Hagerty Re is subject to U.S. taxation on its world-wide income as if it were a U.S. corporation. In accordance with an agreement between Hagerty Re and the Internal Revenue Service ("IRS"), Hagerty Re established an irrevocable letter of credit with the IRS in 2021.

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Income tax expense (benefit) reflected in the Condensed Consolidated Financial Statements differs from the tax computed by applying the statutory U.S. federal rate of 21% to "Income (loss) before income tax expense" as follows:

Nine months ended September 30,
2023 2022
in thousands (except percentages)
Income tax (benefit) expense at statutory rate $ 6,539  21  % $ 8,481  21  %
State taxes 377  1  % (51) —  %
Loss not subject to entity-level taxes 4,961  17  % 1,402  3  %
Foreign rate differential (219) (1) % (264) (1) %
Change in valuation allowance (635) (2) % 2,101  5  %
Change in fair value of warrant liability 298  1  % (7,952) (19) %
Permanent items 711  2  % 360  1  %
Other, net (30) —  % —  —  %
Income tax expense $ 12,002  39  % $ 4,077  10  %

The Company recorded a deferred tax asset for the difference between outside tax basis and book basis of the Company’s investment in assets of The Hagerty Group of $156.4 million and $159.3 million at September 30, 2023 and December 31, 2022, respectively. The Company's deferred tax assets are reduced by a valuation allowance when management believes it is more likely than not that some, or all, of the deferred tax assets will not be realized. After considering all positive and negative evidence of taxable income in the carryback and carryforward periods, as permitted by law, the Company believes it is more likely than not that certain deferred tax assets, including the deferred tax asset for the investment in the assets of The Hagerty Group, will not be realized. As a result, the Company has recorded a valuation allowance of $174.8 million and $176.1 million against its deferred tax assets as of September 30, 2023 and December 31, 2022, respectively. In the event that management subsequently determines that it is more likely than not that the Company will realize its deferred tax assets in the future over the recorded amount, a decrease to the valuation allowance will be made, which will reduce the provision for income taxes.

The Company is subject to taxation and files income tax returns in the U.S. federal jurisdiction, as well as many state and foreign jurisdictions. As of September 30, 2023, tax years 2019 to 2022 are subject to examination by various tax authorities. With few exceptions, as of September 30, 2023, the Company is no longer subject to U.S. federal, state, local or foreign examinations for years before 2019. The Hagerty Group is currently under audit by the IRS for the 2021 tax year.

The Canadian statute of limitation for tax year 2018 was open as of September 30, 2023 and remains open because the Company is currently under examination by the Canadian Revenue Agency for that year.

The calculation of the Company's tax liabilities involves uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across its global operations. ASC Topic 740, Income Taxes ("ASC 740") states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.

The Company records uncertain tax benefits ("UTB") as liabilities in accordance with ASC 740 and adjusts these liabilities when management's conclusion changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the UTB liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

As of September 30, 2023 and December 31, 2022, the Company did not have any unrecognized tax benefits and had no material accrued interest or penalties related to uncertain tax positions. If recorded, interest and penalties would be recorded within "Income tax benefit (expense)" in the Condensed Consolidated Statements of Operations.

In August 2022, the Inflation Reduction Act ("IRA") was enacted into law. Among the provisions in the IRA was a 15% corporate minimum tax effective for years beginning after December 31, 2022, and a 1% tax on share repurchases after December 31, 2022. The Company does not expect the tax provisions of the IRA to have a material impact on its results.

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Tax Receivable Agreement Liability — The TRA provides for payment to the Legacy Unit Holders of 85% of the U.S. federal, state and local income tax savings realized by Hagerty, Inc. as a result of the increases in tax basis and certain other tax benefits as outlined in the Business Combination Agreement (provided as Exhibit 2.1, incorporated by reference within Item 6. Exhibits, in this Quarterly Report on Form 10-Q) upon the exchange of Hagerty Group Units and Class V Common Stock of the Company for Class A Common Stock of the Company or cash. The Hagerty Group will have in effect an election under Section 754 of the IRC effective for each taxable year in which an exchange of Hagerty Group Units occurs. The remaining 15% cash tax savings resulting from the basis adjustments will be retained by Hagerty, Inc.

Significant inputs and assumptions are used to estimate the future expected payments under the TRA, including the timing of the realization of the tax benefits and a tax savings rate of approximately 25.6%. The estimated value of the TRA recorded by the Company within "Other long-term liabilities" on the Condensed Consolidated Balance Sheets was $0.6 million and $3.2 million at September 30, 2023 and December 31, 2022, respectively, which was limited by the ability to currently utilize tax benefits. The decrease in value of $2.6 million was recorded in "Interest and other income (expense)" within the Condensed Consolidated Statements of Operations.

In general, cash tax savings result in a year when the tax liability of Hagerty, Inc. for the year, computed without regard to the deductions attributable to the amortization of the basis increase and other deductions that arise in connection with the payment of the cash consideration under the TRA or the exchange of Hagerty Group Units and Class V Common Stock for Class A Common Stock, would be more than the tax liability for the year taking into account such deductions. Payments under the TRA will not be due until the Company produces taxable income and the resulting cash tax liability is reduced by deducting the amortization of the basis increase on a filed tax return. The payments under the TRA are expected to be substantial.

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21 — Related-Party Transactions

As of September 30, 2023, Markel and State Farm had the following equity interests in Hagerty and as a result, are considered related parties:

Markel
State Farm
Equity Interest Shares/Units
Percentage of total outstanding (1)
 Shares/Units
Percentage of total outstanding (1)
Hagerty, Inc. Class A Common Stock 3,000,000  3.6  % 50,000,000  59.2  %
Hagerty, Inc. Class V Common Stock 75,000,000  29.9  % —  —  %
Hagerty, Inc. Series A Convertible Preferred Stock 1,590,668  18.8  % 5,302,226  62.5  %
Hagerty Group Units 75,000,000  22.1  % —  —  %
Controlling Interest 3,000,000  3.6  % 50,000,000  59.2  %
Non-controlling Interest 75,000,000  29.4  % —  — 
(1)    The percentages reflected represent only the ownership of the specific security identified in each row, and are not reflective of the total economic ownership in Hagerty. Further, these percentages do not reflect any ownership of warrants.

Refer to Note 16 — Stockholders' Equity for a description of each equity interest in the table above.

State Farm

Alliance Agreement

State Farm and Hagerty entered into a master alliance agreement in 2020 to establish an alliance insurance program whereby State Farm’s customers, through State Farm agents, are able to access Hagerty features and services. This program began issuing policies in four initial states in September 2023. Under this agreement, State Farm paid Hagerty an advanced commission of $20.0 million in 2020, which is being recognized into "Commission and fee revenue" over the life of the arrangement.

As part of the Company's master alliance agreement with State Farm, it also entered into a managing general underwriter agreement whereby the State Farm Classic+ policy is offered through State Farm Classic Insurance Company, a wholly-owned subsidiary of State Farm. The Classic+ policy is available to new and existing customers through State Farm agents on a state by state basis. Hagerty Insurance Agency, LLC is paid a commission under the managing general underwriter agreement and ancillary agreements for servicing the State Farm Classic+ policies. Additionally, the Company has the opportunity to offer HDC membership to State Farm Classic+ customers which provides Hagerty an additional revenue opportunity.

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Reinsurance Agreement

Effective March 1, 2023, Hagerty Re entered into a quota share reinsurance agreement to cede 50% of the High-Net-Worth Accounts risks assumed from Evanston to Oglesby Reinsurance Company, an affiliate of State Farm. Refer to Note 10 — Reinsurance for additional information on the Company's reinsurance programs.

The following tables summarize all balances related to the Company's ceded reinsurance business with State Farm affiliates:

September 30,
2023
December 31,
2022
Assets: in thousands
Commissions receivable $ 2,305  $ — 
Other current assets 7,332  — 
Total assets $ 9,637  $ — 
Liabilities:
Accounts payable, accrued expenses and other current liabilities $ 7,941  $ — 
Total liabilities $ 7,941  $ — 

Three months ended
September 30,
Nine months ended
September 30,
2023 2022 2023 2022
Revenue: in thousands
Earned premium $ (1,645) $ —  $ (3,035) $ — 
Expenses:
Ceding commission $ (855) $ —  $ (1,578) $ — 
Losses and loss adjustment expenses (329) —  (607) — 
Total expenses $ (1,184) $ —  $ (2,185) $ — 

State Farm Term Loan

On September 19, 2023, Hagerty Re entered into the State Farm Term Loan with an aggregate principal amount of $25.0 million and an interest rate of 8.0% per annum. The State Farm Term Loan will mature on September 19, 2033. Refer to Note 13 — Long-Term Debt for additional information.

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Markel

Alliance Agreement

The Company's affiliated U.S. and U.K. MGA subsidiaries have personal and commercial lines of business written with Markel-affiliated carriers. The following tables provide information about Markel-affiliated due to insurer liabilities and commission revenue under the agreement with Markel subsidiaries:

September 30,
2023
December 31,
2022
in thousands (except percentages)
Due to insurer $ 105,923  $ 64,873 
Percent of total 93  % 95  %

Three months ended
September 30,
Nine months ended
September 30,
2023 2022 2023 2022
in thousands (except percentages)
Commission revenue $ 95,559  $ 78,808  $ 267,935  $ 225,060 
Percent of total 94  % 94  % 95  % 94  %

Reinsurance Agreement

For the nine months ended September 30, 2023 and 2022, under a quota share agreement with Evanston, a wholly-owned subsidiary of Markel, Hagerty Re reinsured approximately 80% and 70%, respectively, of the risks written through the Company’s U.S. MGAs. Effective January 1, 2023, the quota share agreement with Evanston was amended to increase Hagerty Re's participation on High-Net-Worth Accounts from 80% to 100%. At the same time, Hagerty Re entered into a reinsurance agreement to cede 10% of the High-Net-Worth Accounts physical damage risks assumed from Evanston to Markel International, an affiliate of Markel. Additionally, under a quota share agreement with Markel International Insurance Company Limited, Hagerty Re reinsured approximately 80% and 70% of the risks for the nine months ended September 30, 2023 and 2022, respectively, written through the Company’s U.K. MGA.

The following tables summarize all balances related to the Company's reinsurance business with Markel affiliates:

September 30,
2023
December 31,
2022
Assets: in thousands
Premiums receivable $ 173,503  $ 97,897 
Commissions receivable 626  — 
Deferred acquisition costs, net 150,482  103,869 
Other current assets 1,636  — 
Total assets $ 326,247  $ 201,766 
Liabilities:
Accounts payable, accrued expenses and other current liabilities $ 2,117  $ — 
Losses payable and provision for unpaid losses and loss adjustment expenses 182,172  160,236 
Commissions payable 109,147  75,898 
Unearned premiums 324,772  227,192 
Total liabilities $ 618,208  $ 463,326 

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Three months ended
September 30,
Nine months ended
September 30,
2023 2022 2023 2022
Revenue: in thousands
Earned premium $ 140,674  $ 102,958  $ 384,646  $ 278,386 
Expenses:
Ceding commission, net $ 64,391  $ 48,421  $ 177,568  $ 132,724 
Losses and loss adjustment expenses 55,909  58,900  153,758  130,279 
Total expenses $ 120,300  $ 107,321  $ 331,326  $ 263,003 

Pursuant to the terms of the quota share agreement with Evanston, Hagerty Re maintains funds in trust for the benefit of Evanston. These funds are included within "Restricted cash and cash equivalents" in the Company's Condensed Consolidated Balance Sheets. The balance held in trust for the benefit of Evanston was $460.3 million and $360.2 million as of September 30, 2023 and December 31, 2022, respectively.

Broad Arrow

In January 2022, the Company entered into a joint venture with Broad Arrow and acquired approximately 40% equity ownership interest in Broad Arrow. In August 2022, the Company acquired the remaining 60% of Broad Arrow in exchange for $73.3 million of Class A Common Stock and Hagerty Group Units exchangeable for Class A Common Stock. Prior to the Company's joint venture with Broad Arrow in January 2022, Broad Arrow was majority owned by Kenneth Ahn, the President of Marketplace, who received Hagerty Group Units as a part of this transaction. Refer to Note 6 — Acquisitions and Investments for additional information.

Speed Digital

In April 2022, Hagerty acquired Speed Digital for a purchase price of $15.0 million. Speed Digital was previously wholly-owned indirectly by Robert Kauffman, a director on Hagerty's Board, who will receive 100% of the proceeds of the purchase price. Refer to Note 6 — Acquisitions and Investments for additional information.

Other Related Party Transactions

From time-to-time, in the ordinary course of business, related parties, such as members of the Board of Directors and management, buy and sell collector cars at the Company's auctions or through private sales.

22 — Commitments and Contingencies

Employee Compensation Agreements — In the ordinary course of conducting its business, the Company enters into certain employee compensation agreements from time to time which commit the Company to severance obligations in the event an employee terminates employment with the Company. If applicable, these obligations are included in the accrued expenses lines of the Condensed Consolidated Balance Sheets.

Litigation — From time to time, Hagerty is involved in various claims and legal actions that arise in the ordinary course of business. Management is required to assess the likelihood of any adverse judgments or outcomes related to these legal contingencies, as well as potential ranges of probable or reasonably possible losses. The determination of the amount of any losses to be recorded or disclosed as a result of these contingencies is based on a careful analysis of each individual exposure with, in some cases, the assistance of outside legal counsel. The amount of losses recorded or disclosed for such contingencies may change in the future due to new developments in each matter or a change in legal or settlement strategy. While the impact of any one or more legal claims or proceedings could be material to the Company's operating results in any period, management does not believe that the outcome of any of these pending claims or proceedings (including the matter discussed below), individually or in the aggregate, will have a material adverse effect on the Company's consolidated financial condition.

Data Security Incident — In 2021, the Company experienced an unauthorized access into its online insurance quote feature. The unauthorized access issue has been remediated. This incident is the subject of coordinated industry-wide regulatory investigations in New York state. The Company could be subject to litigation, fines and/or penalties related to this incident. In 2023, the Company accrued an estimated liability related to this incident based on the facts known by management and developed through its assessment of the current status of ongoing dialog with the regulatory investigators. The amount of the estimated liability is not material to the Company's Condensed Consolidated Financial Statements. The amount of any fines, penalties, and/or settlements related to this incident could differ from the amount currently accrued and such difference is not currently estimable.

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23 — Subsequent Events

Management has evaluated subsequent events through November 8, 2023, which is the date these Condensed Consolidated Financial Statements were issued and no material subsequent events were identified that are required to be reported.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, 2022 and our Condensed Consolidated Financial Statements and related Notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

MD&A contains forward-looking statements based on our current expectations that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed within Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022. Please also refer to the section included in this Quarterly Report on Form 10-Q entitled "Cautionary Note Regarding Forward-Looking Statements".

Overview

Hagerty is a global market leader in providing insurance for classic cars and enthusiast vehicles. We consistently earn strong net promoter scores by providing auto enthusiasts superior insurance coverage with excellent customer service and lower prices than traditional carriers. We have also leveraged our trusted insurance brand to build a leading automotive lifestyle brand. We provide an automotive enthusiast platform that protects, engages, entertains and connects with our Members and other car enthusiasts. Hagerty also offers Marketplace, which earns fee-based revenue from the sale of collector cars through live auctions, time-based online auctions, and brokered private sales, as well as finance revenue from term loans secured by collector cars. Our goal is to save driving and car culture for future generations.

In August 2022, the Company acquired the Broad Arrow Group, Inc. and its consolidated subsidiaries ("Broad Arrow") (the "Broad Arrow Acquisition"). As a result of the Broad Arrow Acquisition, the Company and Broad Arrow are further leveraging their respective product offerings and continue to build Marketplace.

Business Review

Management is conducting a review of certain components of the Company's operations which has resulted and may result in the sale and/or reorganization of certain of its businesses, including Hagerty Garage + Social and DriveShare, as discussed below. This initiative supports the Company's strategy to prioritize investments and resources in the areas of its business that offer the strongest growth and profit potential. As a result of this review, the Company recognized $4.1 million of losses and impairments in the third quarter of 2023 related to actions taken with respect to Hagerty Garage + Social and DriveShare. The Company may incur additional losses and/or impairment charges in future periods as a result of actions taken related to this review.

Hagerty Garage + Social

On September 29, 2023, Hagerty Ventures LLC ("HV"), a wholly owned subsidiary of The Hagerty Group, entered into an agreement with HGS Hub Holdings LLC ("H3") to terminate the joint venture agreement governing Member Hubs Holding, LLC ("MHH"), which operates as Hagerty Garage + Social. In connection with this agreement, H3's 20% equity interest in MHH was redeemed and MHH's equity interests in the Palm Beach, Florida and Redmond, Washington locations of Hagerty Garage + Social were distributed to H3. Following the termination of the joint venture agreement, HV now owns 100% of MHH and its remaining Hagerty Garage + Social locations in Delray Beach, Florida; Miami, Florida; Van Nuys, California; and Burlington, Ontario.

As a result of the joint venture termination, the Company recognized a loss of $2.9 million in the third quarter of 2023, as well as a $0.6 million loss related to the termination of the real estate lease held by the Culver City, California location of Hagerty Garage + Social. Following this lease termination, MHH no longer operates a Hagerty Garage + Social location in Culver City, California. Refer to Note 7 — Losses and Impairments Related to Divestitures in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

Hagerty DriveShare

In the third quarter of 2023, The Hagerty Group entered into an agreement to sell Hagerty DriveShare, LLC ("DriveShare"), a peer-to-peer rental platform for collector vehicles, to a third party. The sale was completed on October, 9, 2023. As a result of the anticipated completion of this sale, the Company recognized a $0.4 million loss in the third quarter of 2023 to write-down the carrying value of its investment in DriveShare. Refer to Note 7 — Losses and Impairments Related to Divestitures in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.


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Key Performance Indicators

The tables below present a summary of our Key Performance Indicators, including important operational metrics, as well as certain GAAP and non-GAAP financial measures as of and for the periods presented. We use these Key Performance Indicators to evaluate our business, measure our performance, identify trends against planned initiatives, prepare financial projections, and make strategic decisions. We believe these Key Performance Indicators are useful in evaluating our performance when read together with our Condensed Consolidated Financial Statements prepared in accordance with GAAP.

Three months ended
September 30,
Nine months ended
September 30,
2023 2022 2023 2022
Operational Metrics
Total Written Premium (in thousands) (1)
 $ 255,569  $ 222,136  $ 714,314  $ 614,623 
Loss Ratio (2)
 41.1  % 56.4  % 41.5  % 46.8  %
New Business Count — Insurance (3)
 69,691  68,561  201,593  190,997 
GAAP Measures
Total Revenue (in thousands)
 $ 275,574  $ 216,757  $ 755,170  $ 590,585 
Operating Income (Loss) (in thousands)
 $ 16,117  $ (21,223) $ 16,881  $ (31,840)
Net Income (Loss) (in thousands)
 $ 18,623  $ 24,313  $ 19,137  $ 34,636 
Basic Earnings (Loss) Per Share $ 0.04  $ 0.18  $ 0.04  $ 0.44 
Non-GAAP Financial Measures
Adjusted EBITDA (in thousands) (4)
 $ 37,377  $ (10,010) $ 78,449  $ 96 
Adjusted Earnings (Loss) Per Share (4)
 $ 0.05  $ (0.06) $ 0.05  $ (0.10)

September 30,
2023
December 31,
2022
Operational Metrics
Policies in Force (5)
 1,387,429  1,315,977 
Policies in Force Retention (6)
 88.2  % 88.0  %
Vehicles in Force (7)
 2,356,603  2,234,461 
HDC Paid Member Count (8)
 806,832  752,754 
Net Promoter Score (NPS) (9)
 83  83 
(1)    Total Written Premium is the total amount of insurance premium written by our MGA affiliates on policies that were bound by our insurance carrier partners during the period. We view Total Written Premium as an important metric as it most closely correlates with our growth in insurance commission revenue and Hagerty Re earned premium. Total Written Premium reflects the actual business volume and direct economic benefit generated from our policy acquisition efforts.
(2)    Loss Ratio, expressed as a percentage, is the ratio of (i) losses and loss adjustment expenses incurred to (ii) earned premium in Hagerty Re. We view Loss Ratio as an important metric because it is a powerful benchmark for profitability. This benchmark allows us to evaluate our historical loss patterns including incurred losses and make necessary and appropriate adjustments. The improvement compared to 2022 was due, in part, to better underwriting results in the current year. In addition, prior year results include $10.0 million of catastrophe losses related to Hurricane Ian.
(3)    New Business Count represents the number of new insurance policies issued by our MGA affiliates during the applicable period. We view New Business Count as an important metric to assess our financial performance because it is critical to achieving our growth objectives. While Hagerty benefits from strong renewal retention, new business policies more than offset those cancelled or non-renewed at expiration. Often new policies mean new relationships and an opportunity to sell additional products and services.
(4)    Refer to "Non-GAAP Financial Measures" below for a description of this non-GAAP financial measure and a reconciliation to the most comparable GAAP amount.
(5)    Policies in Force ("PIF") are the number of current and active insurance policies as of the applicable period end date. We view PIF as an important metric to assess our financial performance because policy growth drives our revenue growth, increases brand awareness and market penetration, generates additional insight to improve the performance of our platform, and provides key data to assist us in strategic decision making.
(6)    PIF Retention is the percentage of expiring policies that are renewed on the renewal effective date, calculated on a rolling twelve months basis. We view PIF Retention as an important measurement of the number of policies retained each year, which contributes to recurring revenue streams from MGA commissions, membership fees, and earned premiums. It also contributes to maintaining our NPS, as discussed below.
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(7)    Vehicles in Force are the number of current insured vehicles as of the applicable period end date. We view Vehicles in Force as an important metric to assess our financial performance because insured vehicle growth drives our revenue growth and increases market penetration. Vehicles in Force generates additional insight to support Marketplace and Hagerty Media, and provides key data to assist us in strategic decision making.
(8)    HDC Paid Member Count is the number of current Members who pay an annual membership subscription as of the applicable period end date. We believe that HDC Paid Member Count is important because it helps us measure membership revenue growth and provides an opportunity to customize our value proposition and benefits to specific types of enthusiasts, both by demographic and vehicle interest.
(9)    Hagerty uses Net Promoter Score ("NPS") as an important measure of the overall strength of our relationship with Members. NPS is measured twice annually through a web-based survey sent by email invitation to a random sample of existing Members, and is reported annually using an average of the two surveys. Often referred to as a barometer of brand loyalty and Member engagement, NPS is well-known in our industry as a strong indicator of growth and retention.

Components of Our Results of Operations

Revenue

We generate commission and fee-based revenue primarily from the sale of automotive insurance policies on behalf of our insurance carrier partners and reinsurance premium revenue from participating in the underwriting of these policies. To a lesser extent, we also generate fee-based revenue from HDC membership subscriptions, our Marketplace services and our media and entertainment activities. Our revenue model incorporates multiple touchpoints in the insurance and lifestyle value chains, built on data collection and Member experience.

Commission and fee revenue

Certain of our insurance affiliated subsidiaries act as MGAs who, among other things, write collector car, enthusiast vehicle, and marine policies on behalf of our insurance carrier partners in exchange for commissions. Commissions are earned for new and renewed policies. Additionally, policyholders pay fees directly to us related to their insurance coverage. Commission and fee revenue is earned when the policy becomes effective, net of allowances for policy changes and cancellations, as our performance obligation is complete when the policy is issued.

Under the terms of many of our contracts with insurance carriers, we have the opportunity to earn an annual contingent underwriting commission ("CUC"), or profit-share, based on the calendar-year performance of the insurance book of business. Our CUC agreements are based on written or earned premium and loss ratio results. Each insurance carrier partner contract and related CUC is calculated independently. Revenue from CUC is accrued throughout the year and settled annually in the first quarter of the following year.

Earned premium

Reinsurance premiums are earned by Hagerty Re, which reinsures collector car, enthusiast vehicle, and marine risks written through our affiliated MGAs in the United States ("U.S."), Canada, and the United Kingdom ("U.K."). Hagerty Re is a Bermuda-domiciled, Class 3A reinsurer.

Earned premium represents the earned portion of written premiums that Hagerty Re has assumed under quota share reinsurance agreements with our insurance carrier partners, net of premiums ceded to third-party reinsurers and the cost of catastrophe reinsurance coverage. Premiums assumed and ceded are earned on a pro-rata basis over the term of the related policies, which is generally 12 months. The cost of catastrophe reinsurance coverage is recognized over the contract period in proportion to the related earned premium.

Membership, marketplace and other revenue 

We earn subscription revenue through bundled HDC membership offerings, which include access to products and services such as Hagerty Drivers Club Magazine, automotive enthusiast events, our proprietary vehicle valuation tool, emergency roadside assistance, and special vehicle-related discounts. We also earn fee-based revenue from Hagerty Garage + Social memberships, which include storage services in addition to the HDC Member benefits. Revenue from the sale of HDC and storage memberships is recognized ratably over the period of the membership. The membership is treated as a single performance obligation to provide access to stated Member benefits over the life of the membership, which is currently one year.

Marketplace earns fee-based revenue from the sale of collector cars through live auctions, time-based online auctions, and brokered private sales, as well as finance revenue from term loans secured by collector cars. Fee-based revenue earned by Marketplace is recognized when the underlying sale is completed. Finance revenue is recognized when earned based on the amount of the outstanding loan, the applicable interest rate on the loan, and the length of time the loan was outstanding during the period.

Other revenue includes sponsorship, admission, advertising, valuation and registration income. Other revenue is recognized when the performance obligation for the related product or service is satisfied.

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Operating Expenses

Our operating expenses typically consist of salaries and benefits, ceding commission, losses and loss adjustment expenses, sales expenses, general and administrative services, and depreciation and amortization.

Salaries and benefits

Salaries and benefits consist primarily of costs related to employee compensation, payroll taxes, employee benefits, and employee development costs. Employee compensation includes wages paid to employees, as well as various incentive compensation plans. Employee benefits include the costs of various employee benefit plans, including pension, medical, dental, and wellness plans. Costs related to employee education, training, and recruiting are included in employee development costs. Salaries and benefits costs are expensed as incurred except for those costs which are required to be capitalized, which are then amortized over the useful life of the software or digital media content asset created. Salaries and benefits are expected to increase over time as the business continues to grow but will likely decrease as a percent of revenue.

Ceding commission

Ceding commission consists of the commission paid by Hagerty Re for business assumed from insurance carrier partners for its pro-rata share of the carrier's costs including (i) policy acquisition costs, which primarily consists of the commissions earned by our MGA affiliates, (ii) general and administrative costs, and (iii) other costs. Commissions received by Hagerty Re related to ceded reinsurance premiums are recorded net within ceding commission. Ceding commission is recognized ratably over the term of the related policies, which is generally 12 months.

Losses and loss adjustment expenses

Losses and loss adjustment expenses represent management's best estimate of the share of losses assumed by Hagerty Re, including its share of the net cost to settle claims submitted by insureds. Losses consist of claims paid, case reserves and IBNR, net of estimated recoveries from reinsurance, salvage and subrogation. Loss adjustment expenses consist of the cost associated with the investigation and settling of claims. The estimates utilized in determining the amount of losses and loss adjustment expenses recorded in a period are based on statistical analysis performed by our internal and external actuarial team. Reserves are reviewed regularly and adjusted, as necessary, to reflect management’s estimate of the ultimate cost of settlement.

Sales expense

Sales expense includes costs related to the sale and servicing of insurance policies, as well as costs related to our Membership and Marketplace offerings, such as broker expense, cost of sales, promotion expense, and travel and entertainment expenses. Broker expense is the compensation paid to our agent partners and national broker partners when an insurance policy is written through a broker relationship. Broker expense generally tracks with written premium growth. Cost of sales includes postage, document costs, payment processing fees, emergency roadside service costs, and other variable costs associated with the sale and servicing of a policy. Cost of sales also includes costs associated with vehicles sold through Marketplace. Promotion expense includes various costs related to branding, events, advertising, marketing, and customer acquisition. Sales expenses, in general, are expensed as incurred and will trend with revenue growth.

General and administrative services

General and administrative services primarily consist expenses related to professional services, occupancy costs, and non-capitalized hardware and software. These costs are expensed as incurred. We expect this expense category to increase in dollar amount over time but will likely decrease as a percentage of revenue over the next few years after we reach scale to handle incoming business from new partnerships.

Depreciation and amortization

Depreciation and amortization reflects the recognition of the cost of our investments in various assets over their useful lives. Depreciation expense relates to leasehold improvements, furniture and equipment, vehicles, hardware, and purchased software. Amortization relates to investments associated with recent acquisitions, SaaS implementation, and internal software development, as well as investments made in and impairments of digital media content assets. Depreciation and amortization are expected to increase in dollar amount over time, but will likely decrease as a percent of revenue as investments in platform technology reach scale.

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Other Items

Change in fair value of warrant liabilities

Our warrants are accounted for as liabilities in accordance with ASC Topic 815, Derivatives and Hedging, and are measured at fair value each reporting period, with changes in fair value recognized as non-operating income (expense) in our Condensed Consolidated Statements of Operations. In general, under the fair value accounting model, in periods when our stock price increases, the warrant liability increases, and we recognize additional expense. In periods when our stock price decreases, the warrant liability decreases, and we recognize additional income.

Interest and other income (expense)

Interest and other income (expense) primarily includes interest income related to our cash balances and interest expense related to outstanding borrowings, as well as changes in the value of the liability related to the Company's Tax Receivable Agreement ("TRA") with Hagerty Holding Corp. ("HHC") and Markel Group, Inc., f/k/a Markel Corporation ("Markel"). Refer to Note 20 — Taxation in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information related to the TRA.

Income tax expense

The Hagerty Group is taxed as a pass-through ownership structure under provisions of the IRC and a similar section of state income tax law, except certain U.S. corporate subsidiaries and foreign subsidiaries. Any taxable income or loss generated by The Hagerty Group is passed through to and included in the taxable income or loss of all holders of Hagerty Group Units, including Hagerty, Inc. Hagerty, Inc. is taxed as a corporation and pays corporate federal, state, and local taxes with respect to income allocated from The Hagerty Group.

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Results of Operations

Three Months Ended September 30, 2023 compared to the Three Months Ended September 30, 2022

The following table summarizes our results of operations for the three months ended September 30, 2023 and 2022, and the dollar and percentage changes between the two periods:

Three months ended September 30,
2023 2022 $ Change % Change
REVENUE: in thousands (except percentages)
Commission and fee revenue $ 103,173  $ 85,457  $ 17,716  20.7  %
Earned premium 139,785  107,487  32,298  30.0  %
Membership, marketplace and other revenue 32,616  23,813  8,803  37.0  %
Total revenue 275,574  216,757  58,817  27.1  %
OPERATING EXPENSES:
Salaries and benefits 51,318  50,120  1,198  2.4  %
Ceding commission 65,413  50,415  14,998  29.7  %
Losses and loss adjustment expenses 57,485  60,605  (3,120) (5.1) %
Sales expense 47,737  44,097  3,640  8.3  %
General and administrative services 22,166  23,853  (1,687) (7.1) %
Depreciation and amortization 10,753  8,890  1,863  21.0  %
Restructuring, impairment and related charges, net 473  —  473  100.0  %
Losses and impairments related to divestitures 4,112  —  4,112  100.0  %
Total operating expenses 259,457  237,980  21,477  9.0  %
OPERATING INCOME (LOSS) 16,117  (21,223) 37,340  175.9  %
Change in fair value of warrant liabilities 850  11,583  (10,733) (92.7) %
Revaluation gain on previously held equity method investment —  34,735  (34,735) (100.0) %
Interest and other income (expense) 6,260  662  5,598  845.6  %
INCOME (LOSS) BEFORE INCOME TAX EXPENSE 23,227  25,757  (2,530) (9.8) %
Income tax benefit (expense) (4,604) 91  (4,695) (5159.3) %
Income (loss) from equity method investment, net of tax —  (1,535) 1,535  100.0  %
NET INCOME (LOSS) $ 18,623  $ 24,313  $ (5,690) (23.4) %

Revenue

Commission and fee revenue

Commission and fee revenue was $103.2 million for the three months ended September 30, 2023, an increase of $17.7 million, or 20.7%, compared to 2022, consisting of increases of $15.3 million related to policy renewals and $2.4 million related to new policies.

The increase in revenue from policy renewals was primarily related to an increase of 16.3% in the underlying policy premiums, as well as continued strong policy retention. The increase in renewal policy premiums reflects sustained year-over-year growth in policies in force, as well as rate increases in several states due to inflation and higher vehicle repair costs, both of which contribute to higher premiums and, in turn, higher commission revenue.

The increase in revenue from new policies was driven by sustained year-over-year growth in New Business Count, as well as rate increases in several states. The average premium on newly issued policies increased 8.0% when compared to the prior year period as a result of writing policies with higher insured values at higher rates. Accordingly, premiums from new policies increased $4.0 million, or 9.6%, during the three months ended September 30, 2023. In turn, base commission revenue from newly issued policies grew by $1.3 million over the same period.

Commission and fee revenue from agent sources increased $10.3 million, or 22.4%, and Commission and fee revenue from direct sources increased $7.4 million, or 18.8%, during the three months ended September 30, 2023. Commission rates vary based on geography, but do not differ by distribution channel (i.e., whether they are direct-sourced or agent-sourced).
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Earned premium

Earned premium was $139.8 million for the three months ended September 30, 2023, an increase of $32.3 million, or 30.0%, compared to 2022. The increase in earned premium generally correlates with the increase in assumed premium at Hagerty Re, which increased $42.1 million, or 30.9%, compared to 2022. This increase was due to Hagerty Re's U.S. quota share increasing from 70% in 2022 to approximately 80% in 2023, as well as consistent growth in the volume of subject premiums written through our affiliated MGAs in the U.S.

The following table presents the amount of premiums assumed by Hagerty Re and the related quota share percentages for the three months ended September 30, 2023 and 2022:

Three months ended September 30, 2023
U.S. Canada U.K. Total
in thousands (except percentages)
Subject premium $ 210,754  $ 16,800  $ 2,651  $ 230,205 
Quota share percentage 81.0  % 35.0  % 80.0  % 77.5  %
Assumed premium in Hagerty Re 170,318  5,880  2,121  178,319 
Change in unearned premiums (32,315)
Reinsurance premiums ceded (5,838)
Change in deferred reinsurance premiums (381)
Earned premiums $ 139,785 
Three months ended September 30, 2022
U.S. Canada U.K. Total
in thousands (except percentages)
Subject premium $ 184,833  $ 14,911  $ 2,264  $ 202,008 
Quota share percentage 70.0  % 35.0  % 70.0  % 67.4  %
Assumed premium in Hagerty Re 129,384  5,218  1,585  136,187 
Change in unearned premiums (25,229)
Reinsurance premiums ceded (1,268)
Change in deferred reinsurance premiums (2,203)
Earned premiums $ 107,487 

Membership, marketplace and other revenue

Membership, marketplace and other revenue was $32.6 million for the three months ended September 30, 2023, an increase of $8.8 million, or 37.0%, compared to 2022.

Membership fee revenue was $13.8 million for the three months ended September 30, 2023, an increase of $2.5 million, or 21.6%, compared to 2022, which was primarily attributable to an increase in new policies issued with a bundled HDC membership, as well as an increase in storage revenue related to Hagerty Garage + Social as a result of more locations generating revenue during the current period. For the three months ended September 30, 2023, membership fees were 42.4% of the Membership, marketplace and other revenue total. Refer to Note 7 — Losses and Impairments Related to Divestitures in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information related to Hagerty Garage + Social.

Marketplace revenue was $13.0 million for the three months ended September 30, 2023, an increase of $6.0 million, or 87.3%, compared to 2022, which was primarily attributable to the auction, private sale, and lending activities of Broad Arrow, which was acquired and consolidated into our results beginning in August 2022. For the three months ended September 30, 2023, Marketplace revenue was 39.8% of the Membership, marketplace and other revenue total.

Other revenue, which includes sponsorship, admission, advertising, valuation and registration income, totaled $5.8 million for the three months ended September 30, 2023, an increase of $0.3 million or 5.4% compared to 2022. For the three months ended September 30, 2023, Other revenue was 17.8% of the Membership, marketplace and other revenue total.

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Operating Expenses

Salaries and benefits

Salaries and benefits were $51.3 million for the three months ended September 30, 2023, an increase of $1.2 million, or 2.4%, compared to 2022. When compared to the prior year period, additional employees were hired in member services and Marketplace to support our growth initiatives, including the addition of several new large national insurance partnerships and our continued development of new systems and digital transformation technology investments, as well as the acquisition of Broad Arrow in August 2022. These headcount additions were largely offset by headcount reductions associated with the voluntary retirement program and reductions in force implemented in the fourth quarter of 2022 and first quarter of 2023. Refer to Note 11 — Restructuring, Impairment and Related Charges in Item 1 of Part I of this Quarterly Report on Form 10-Q for information related to our restructuring plans.

Ceding commission

Ceding commission expense was $65.4 million for the three months ended September 30, 2023, an increase of $15.0 million, or 29.7%, compared to 2022. This increase is consistent with the 30.0% increase in Earned premium, as discussed above.

The following table summarizes the components of ceding commission expense for the three months ended September 30, 2023 and 2022:

Three months ended
September 30,
2023 2022
in thousands (except percentages)
Ceding commission:
Ceding commission expense $ 66,654  $ 50,415 
Ceding commission income (1,241) — 
Net ceding commission $ 65,413  $ 50,415 
Percentage of earned premium 46.8  % 46.9  %

Losses and loss adjustment expenses

Losses and loss adjustment expenses were $57.5 million for the three months ended September 30, 2023, a decrease of $3.1 million, or 5.1%, compared to 2022. This improvement was due, in part, to better underwriting results in the current year. In addition, prior year results include $10.0 million of catastrophe losses related to Hurricane Ian. The overall improvement in losses and loss adjustment expenses was partially offset by the effect of the 30.0% increase in Earned premium over the same period.

For the three months ended September 30, 2023, our loss ratio was 41.1%. For the three months ended September 30, 2022, our loss ratio was 56.4%, including the impact of the Hurricane Ian, and 47.1%, excluding the impact of Hurricane Ian.

Sales expense

Sales expense was $47.7 million for the three months ended September 30, 2023, an increase of $3.6 million, or 8.3%, compared to 2022. This increase was primarily due to a $4.9 million increase in cost of sales, driven by Broad Arrow vehicle sales. Broker expense also increased $2.4 million which is consistent with written premium growth within the agent channel. The overall increase in Sales expense was partially offset by a reduction in promotion and sales costs of $2.8 million.

General and administrative services

General and administrative services expense was $22.2 million for the three months ended September 30, 2023, a decrease of $1.7 million, or 7.1%, compared to 2022. This decrease was primarily driven by a $2.9 million decrease in professional services, as well as management's continued focus on expense management, partially offset by a $0.9 million increase in software subscription licenses.

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Depreciation and amortization

Depreciation and amortization expense was $10.8 million for the three months ended September 30, 2023, an increase of $1.9 million, or 21.0%, compared to 2022. This increase was primarily attributable to a higher base of capital assets from our digital platform investments that resulted in increased depreciation and amortization of approximately $1.6 million.

Restructuring, impairment and related charges, net

During the three months ended September 30, 2023, the Company recognized $0.5 million of costs associated with its vacated office space within "Restructuring, impairment and related charges, net". Refer to Note 11 — Restructuring, Impairment and Related Charges in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information with respect to our restructuring initiatives.

Losses and impairments related to divestitures

During the three months ended September 30, 2023, the Company recognized $4.1 million of losses and impairments related to Hagerty Garage + Social and DriveShare, as discussed above under "Business Review". Refer to Note 7 — Losses and Impairments Related to Divestitures in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

Other Items

Change in fair value of warrant liabilities

During the three months ended September 30, 2023 and 2022, the change in the fair value of our warrant liabilities resulted in gains of $0.9 million and $11.6 million, respectively. Refer to Note 12 — Fair Value Measurements and Note 18 — Warrant Liabilities in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information with respect to our warrants.

Revaluation gain on previously held equity method investment

During the three months ended September 30, 2022, the Company recognized a revaluation gain on previously held equity method investments of $34.7 million, which represents the remeasurement of our 40% equity interest in Broad Arrow immediately prior to the Broad Arrow Acquisition in August 2022. The Company did not have a revaluation gain on previously held equity investments during the three months ended September 30, 2023. Refer to Note 6 — Acquisitions and Investments in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information with respect to our acquisition of Broad Arrow.

Interest and other income (expense)

Interest and other income (expense) was $6.3 million of income for the three months ended September 30, 2023, compared to $0.7 million of income for the three months ended September 30, 2022. This increase was primarily due to a $4.9 million increase in interest income on cash balances resulting from higher variable interest rates.

Income tax benefit (expense)

Income tax expense was $4.6 million for the three months ended September 30, 2023, an increase of $4.7 million compared to 2022. The increase in income tax expense for the three months ended September 30, 2023 compared to 2022 was primarily due to an increase in income before income tax expense of $24.4 million within Hagerty Re, which is taxed as a corporation in the U.S. Refer to Note 20 — Taxation in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information with respect to items affecting our effective tax rate.

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Nine Months Ended September 30, 2023 compared to the Nine Months Ended September 30, 2022

The following table summarizes our results of operations for the nine months ended September 30, 2023 and 2022, and the dollar and percentage change between the two periods:

Nine months ended September 30,
2023 2022 $ Change % Change
REVENUE: in thousands (except percentages)
Commission and fee revenue $ 287,972  $ 243,424  $ 44,548  18.3  %
Earned premium 384,498  290,719  93,779  32.3  %
Membership, marketplace and other revenue 82,700  56,442  26,258  46.5  %
Total revenue 755,170  590,585  164,585  27.9  %
OPERATING EXPENSES:
Salaries and benefits 160,122  149,867  10,255  6.8  %
Ceding commission 181,188  138,048  43,140  31.3  %
Losses and loss adjustment expenses 159,461  136,144  23,317  17.1  %
Sales expense 124,791  109,989  14,802  13.5  %
General and administrative services 64,865  64,040  825  1.3  %
Depreciation and amortization 34,893  24,337  10,556  43.4  %
Restructuring, impairment and related charges, net 8,857  —  8,857  100.0  %
Losses and impairments related to divestitures 4,112  —  4,112  100.0  %
Total operating expenses 738,289  622,425  115,864  18.6  %
OPERATING INCOME (LOSS) 16,881  (31,840) 48,721  153.0  %
Change in fair value of warrant liabilities (1,419) 37,869  (39,288) (103.7) %
Revaluation gain on previously held equity method investment —  34,735  (34,735) (100.0) %
Interest and other income (expense) 15,677  (375) 16,052  4,280.5  %
INCOME (LOSS) BEFORE INCOME TAX EXPENSE 31,139  40,389  (9,250) (22.9) %
Income tax benefit (expense) (12,002) (4,077) (7,925) (194.4) %
Income (loss) from equity method investment, net of tax —  (1,676) 1,676  100.0  %
NET INCOME (LOSS) $ 19,137  $ 34,636  $ (15,499) (44.7) %

Revenue

Commission and fee revenue

Commission and fee revenue was $288.0 million for the nine months ended September 30, 2023, an increase of $44.5 million, or 18.3%, compared to 2022, consisting of increases of $37.9 million related to renewal policies and $6.6 million related to new policies.

The increase in revenue from renewal policies was primarily related to an increase of 17.2% in the underlying policy premiums, as well as continued strong policy retention. The increase in renewal policy premiums reflects sustained year-over-year growth in policies in force, as well as rate increases in several states due to inflation and higher vehicle repair costs, both of which contribute to higher premiums and, in turn, higher commission revenue.

The increase in revenue from new policies was driven by sustained year-over-year growth in New Business Count, as well as rate increases in several states. The average premium on a newly issued policy increased 6.3% when compared to the prior year period as a result of writing policies with higher insured values at higher rates. Accordingly, premiums from new policies increased $14.4 million, or 12.2%, during the nine months ended September 30, 2023. In turn, base commission revenue from newly issued policies grew by $4.5 million over the same period.

Commission and fee revenue from agent sources increased $26.0 million, or 19.9%, and Commission and fee revenue from direct sources increased $18.6 million, or 16.4%, during the nine months ended September 30, 2023. Commission rates vary based on geography, but do not differ by distribution channel (i.e., whether they are direct-sourced or agent-sourced).


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Earned premium

Earned premium was $384.5 million for the nine months ended September 30, 2023, an increase of $93.8 million, or 32.3%, compared to 2022. The increase in earned premium generally correlates with the increase in assumed premium at Hagerty Re, which increased $125.5 million, or 33.6%, compared to 2022. This increase was due to Hagerty Re's U.S. quota share increasing from 70% in 2022 to approximately 80% in 2023, as well as consistent growth in the volume of subject premiums written through our affiliated MGAs in the U.S.

The following table presents the amount of premiums assumed by Hagerty Re and the related quota share percentages for the nine months ended September 30, 2023 and 2022:

Nine months ended September 30, 2023
U.S. Canada U.K. Total
in thousands (except percentages)
Subject premium $ 590,205  $ 45,320  $ 7,713  $ 643,238 
Quota share percentage 81.0  % 35.0  % 80.0  % 77.6  %
Assumed premium in Hagerty Re 476,930  15,862  6,170  498,962 
Change in unearned premiums (100,438)
Reinsurance premiums ceded (28,107)
Change in deferred reinsurance premiums 14,081 
Earned premiums $ 384,498 
Nine months ended September 30, 2022
U.S. Canada U.K. Total
in thousands (except percentages)
Subject premium $ 505,215  $ 42,190  $ 7,178  $ 554,583 
Quota share percentage 70.0  % 35.0  % 70.0  % 67.3  %
Assumed premium in Hagerty Re 353,651  14,766  5,025  373,442 
Change in unearned premiums (74,624)
Reinsurance premiums ceded (10,958)
Change in deferred reinsurance premiums 2,859 
Earned premiums $ 290,719 

Membership, marketplace and other revenue

Membership, marketplace and other revenue was $82.7 million for the nine months ended September 30, 2023, an increase of $26.3 million, or 46.5%, compared to 2022.

Membership fee revenue was $39.5 million for the nine months ended September 30, 2023, an increase of $6.7 million, or 20.4%, compared to 2022, which was primarily attributable to an increase in new policies issued with a bundled HDC membership, as well as an increase in storage revenue related to Hagerty Garage + Social during the current period. For the nine months ended September 30, 2023, membership fees were 47.8% of the Membership, marketplace and other revenue total. Refer to Note 7 — Losses and Impairments Related to Divestitures in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information related to Hagerty Garage + Social.

Marketplace revenue was $24.9 million for the nine months ended September 30, 2023, an increase of $16.8 million, or 210.1%, compared to 2022, which was primarily attributable to the auction, private sale, and lending activities of Broad Arrow, which was acquired and consolidated into our results beginning in August 2022. For the nine months ended September 30, 2023, Marketplace revenue was 30.1% of the Membership, marketplace and other revenue total.

Other revenue was $18.3 million for the nine months ended September 30, 2023, an increase of $2.7 million, or 17.4%, compared to 2022, primarily due to increased event sponsorship and admission revenue. Other revenue includes sponsorship, admission, advertising, valuation and registration income and was 22.1% of the Membership, marketplace and other revenue total for the nine months ended September 30, 2023.

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Costs and Expenses

Salaries and benefits

Salaries and benefits were $160.1 million for the nine months ended September 30, 2023, an increase of $10.3 million, or 6.8%, compared to 2022. This increase was primarily attributable to a higher base of employees in the first quarter of 2023 as compared to the first quarter of 2022, due to headcount increases to support our growth initiatives, including the addition of several new large national insurance partnerships and our continued development of new systems and digital transformation technology investments, as well as the acquisition of Broad Arrow in August 2022. These headcount additions were partially offset by headcount reductions associated with the voluntary retirement program and reductions in force implemented in the fourth quarter of 2022 and first quarter of 2023. Refer to Note 11 — Restructuring, Impairment and Related Charges in Item 1 of Part I of this Quarterly Report on Form 10-Q for information related to our restructuring plans.

Ceding commission

Ceding commission expense was $181.2 million for the nine months ended September 30, 2023, an increase of $43.1 million, or 31.3%, compared to 2022. This increase is consistent with the 32.3% increase in Earned premium, as discussed above.

The following table summarizes the components of ceding commission expense for the nine months ended September 30, 2023 and 2022:

Nine Months Ended September 30,
2023 2022
in thousands (except percentages)
Ceding commission:
Ceding commission expense $ 183,440  $ 138,048 
Ceding commission income (2,252) — 
Net ceding commission $ 181,188  $ 138,048 
Percentage of earned premium 47.1  % 47.5  %

Losses and loss adjustment expenses

Losses and loss adjustment expenses were $159.5 million for the nine months ended September 30, 2023, an increase of $23.3 million, or 17.1%, compared to 2022. This improvement was due, in part, to better underwriting results in the current year. In addition, prior year results include $10.0 million of catastrophe losses related to Hurricane Ian. The overall improvement in losses and loss adjustment expenses was partially offset by the effect of the 32.3% increase in Earned premium over the same period.

For the nine months ended September 30, 2023, our loss ratio was 41.5%. For the nine months ended September 30, 2022, our loss ratio was 46.8%, including the impact of Hurricane Ian, and 43.4%, excluding the impact of Hurricane Ian.

Sales expense

Sales expense was $124.8 million for the nine months ended September 30, 2023, an increase of $14.8 million, or 13.5%, compared to 2022. This increase was driven by an $8.2 million increase in cost of sales, driven by Broad Arrow vehicles sales and higher roadside program costs. Broker expense and credit card processing fees also increased $7.2 million and $1.6 million, respectively, both of which is consistent with written premium growth across our agent distribution channel. The overall increase in Sales expense was partially offset by reductions in travel and entertainment and promotion and sales costs of $1.2 million and $1.0 million, respectively.

General and administrative services

General and administrative services expense was $64.9 million for the nine months ended September 30, 2023, an increase of $0.8 million, or 1.3%, compared to 2022. This increase was primarily driven by a $4.6 million increase in software subscription licenses and a $3.1 million increase in occupancy costs attributable Hagerty Garage + Social, partially offset by a $6.7 million decrease in professional services, as well as management's continued focus on expense management. Refer to Note 7 — Losses and Impairments Related to Divestitures in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information related to Hagerty Garage + Social.

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Depreciation and amortization

Depreciation and amortization expense was $34.9 million for the nine months ended September 30, 2023, an increase of $10.6 million, or 43.4%, compared to 2022. This increase was due, in part, to $4.3 million of digital media content asset impairments as a result of lower than anticipated advertising and sponsorship revenue associated with these assets. Additionally, a higher base of capital assets related to our digital platform investments resulted in increased depreciation and amortization expense of approximately $4.8 million.

Restructuring, impairment and related charges, net

In the first quarter of 2023, the Board approved a reduction in force (the "2023 RIF") following a strategic review of business processes as the Company focuses on driving efficiencies in order to achieve growth and profitability goals. As a result of these actions (collectively, the "2023 Restructuring Actions"), in the first quarter of 2023, the Company recognized $5.5 million within "Restructuring, impairment and related charges, net" in the Condensed Consolidated Statements of Operations. These charges consist of $5.1 million of severance related costs associated with the 2023 RIF and a $0.4 million impairment charge to write-down the value of certain digital media content assets.

In the second quarter of 2023, the Company recognized $2.8 million of "Restructuring, impairment and related charges, net". These charges include $2.6 million of impairment and related charges associated with operating lease ROU assets and leasehold improvements for office space that was vacated and listed for sublease in the period as a result of the Company's continuing transition to a "remote first" work model. The amount recognized in the second quarter of 2023 also includes $0.2 million of additional severance related costs associated with the 2023 RIF. In the third quarter of 2023, the Company recognized $0.5 million of costs associated with its vacated office space within "Restructuring, impairment and related charges, net".

Refer to Note 11 — Restructuring, Impairment and Related Charges in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information with respect to our restructuring initiatives.

Losses and impairments related to divestitures

During the nine months ended September 30, 2023, the Company recognized $4.1 million of losses and impairments related to Hagerty Garage + Social and DriveShare, as discussed above under "Business Review". Refer to Note 7 — Losses and Impairments Related to Divestitures in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

Change in fair value of warrant liabilities

During the nine months ended September 30, 2023 and 2022, the change in the fair value of our warrant liabilities resulted in a loss of $1.4 million and a gain of $37.9 million, respectively. Refer to Note 12 — Fair Value Measurements and Note 18 — Warrant Liabilities in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information with respect to our warrants.

Revaluation gain on previously held equity method investment

During the nine months ended September 30, 2022, the Company recognized a revaluation gain on a previously held equity method investment of $34.7 million, which represents the remeasurement of our 40% equity interest in Broad Arrow immediately prior to the Broad Arrow Acquisition in August 2022. Refer to Note 6 — Acquisitions and Investments in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information with respect to our acquisition of Broad Arrow.

Interest and other income (expense)

Interest and other income (expense) was $15.7 million of income for the nine months ended September 30, 2023, compared to $0.4 million of expense for the nine months ended September 30, 2022. This increase was primarily due to a $15.1 million increase in interest income on cash balances, resulting from higher variable interest rates, and a decrease in the value of the TRA liability of $2.6 million. These factors were partially offset by an increase in interest expense of $1.5 million related to outstanding Credit Facility borrowings due to higher variable interest rates.

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Income tax benefit (expense)

Income tax expense was $12.0 million for the nine months ended September 30, 2023, an increase of $7.9 million compared to 2022. The increase in income tax expense for the nine months ended September 30, 2023 compared to 2022 was primarily due to an increase in income before income tax expense of $39.6 million within Hagerty Re, which is taxed as a corporation in the U.S. Refer to Note 20 — Taxation in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information with respect to items affecting our effective tax rate.

Liquidity and Capital Resources

Maintaining a strong balance sheet and capital position is a top priority for us. We manage liquidity globally and across all operating subsidiaries.

Key Developments — Financing Activities

On June 23, 2023, we issued 8,483,561 shares of our newly-designated Series A Convertible Preferred Stock for an aggregate purchase price of $80.0 million. In addition, on September 19, 2023, Hagerty Re entered into an unsecured term loan credit facility with State Farm Mutual Automobile Insurance Company ("State Farm") in the aggregate principal amount of $25.0 million (the "State Farm Term Loan"). The State Farm Term Loan bears interest at a rate of 8.0% per annum with repayment of the principal amount due on September 19, 2033. Refer to Note 13 — Long-Term Debt and Note 15 — Convertible Preferred Stock in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information related to the State Farm Term Loan and the Series A Convertible Preferred Stock, respectively.

Sources and Uses of Liquidity

Our sources of liquidity include our: (i) cash on hand, including the proceeds from the Series A Convertible Preferred Stock and the State Farm Term Loan, as discussed above under "Key Developments — Financing Activities"; (ii) short-term investments; (iii) net working capital; (iv) cash flows from operations; and (v) borrowings from our Credit Facility (as defined below). Our primary liquidity needs and capital requirements include cash required for: (i) the funding of business operations, including continued investments in technology; (ii) the servicing and repayment of borrowings under the Credit Agreement (as defined below); (iii) the payment of income taxes; and (iv) the funding of potential payments under the TRA. Based on our current expectations, we believe that these sources of liquidity will be sufficient to provide an adequate level of capital to support our anticipated short and long-term commitments, operating needs, and capital requirements.

Capital and Dividend Restrictions

Through our reinsurance subsidiary, Hagerty Re, we reinsure the same personal lines risks that are underwritten by our affiliated MGA subsidiaries on behalf of our insurance carrier partners. Our reinsurance operations are funded primarily through existing capital and net cash flows from operations. In addition, as discussed above under "Key Developments — Financing Activities," on September 19, 2023, Hagerty Re bolstered its balance of Cash and cash equivalents with the $25.0 million in gross proceeds from the State Farm Term Loan. As of September 30, 2023, Hagerty Re had approximately $500.1 million in Cash and cash equivalents and Restricted cash and cash equivalents.

We, and particularly Hagerty Re, pay close attention to the underlying underwriting and reserving risks by monitoring the pricing and loss development of the underlying business written through our affiliated MGAs. Additionally, Hagerty Re seeks to minimize its investment risk by investing in low yield cash, money market accounts, and investment grade municipal securities.

Capital Restrictions

In Bermuda, Hagerty Re is subject to the Bermuda Solvency Capital Requirement ("BSCR") administered by the BMA. No regulatory action is taken by the BMA if an insurer’s capital and surplus is equal to or in excess of their enhanced capital requirement, as determined by the BSCR model. In addition, the BMA has established a target capital level for each insurer which is 120% of the enhanced capital requirement. Hagerty Re maintained sufficient statutory capital surplus to comply with regulatory requirements as of September 30, 2023.

Dividend Restrictions

Under Bermuda law, Hagerty Re is prohibited from declaring or issuing a dividend if it fails to meet its minimum solvency margin or minimum liquidity ratio. Prior approval from the BMA is also required if Hagerty Re's proposed dividend payments would exceed 25% of its prior year-end total statutory capital and surplus. The amount of dividends which could be paid by Hagerty Re in 2023 without prior approval is $32.9 million.

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Regulation relating to insurer solvency is generally for the protection of the policyholders rather than for the benefit of the stockholders of an insurance company. We believe that Hagerty Re's existing cash and cash equivalents, municipal securities, and cash flow from operations will be sufficient to support its working capital and capital expenditure requirements for at least the next 12 months. Hagerty Re's future capital requirements will depend on many factors, including its reinsurance premium growth rate, renewal rates, the introduction of new and enhanced products, entry into, and successful entry in new geographic markets, and the continuing market adoption of its product offerings.

Comparative Cash Flows

The following table summarizes our cash flow data for the nine months ended September 30, 2023 and 2022:

Nine months ended September 30,
2023 2022 $ Change % Change
in thousands (except percentages)
Net Cash Provided by Operating Activities $ 132,221  $ 93,563  $ 38,658  41.3  %
Net Cash Used in Investing Activities $ (34,462) $ (79,679) $ 45,217  56.7  %
Net Cash Provided by (Used in) Financing Activities $ 48,339  $ 500  $ 47,839  9567.8  %

Operating Activities

Cash provided by operating activities primarily consists of net income (loss), adjusted for non-cash items, and changes in working capital balances. Net cash provided by operating activities for the nine months ended September 30, 2023 and 2022 is presented below:

Nine months ended September 30,
2023 2022 $ Change % Change
in thousands (except percentages)
Net income (loss)
 $ 19,137  $ 34,636  $ (15,499) (44.7) %
Non-cash adjustments to net income (loss) 61,597  (33,680) 95,277  282.9  %
Changes in operating assets and liabilities 51,487  92,607  (41,120) (44.4) %
Net Cash Provided by Operating Activities $ 132,221  $ 93,563  $ 38,658  41.3  %

Net cash provided by operating activities for the nine months ended September 30, 2023 was $132.2 million, an increase of $38.7 million, or 41.3%, compared to 2022. This increase was due to an $79.8 million increase in Net income (loss), after excluding non-cash adjustments, partially offset by a $41.1 million decrease in cash from operating assets and liabilities.

The increase in Net income (loss), after excluding non-cash adjustments, was primarily driven by organic growth across all areas of our business, as well as management's cost containment measures. Also contributing to the favorable comparison to the prior year is an increase in interest income due to higher variable interest rates earned on cash balances.

The decrease in cash from operating assets and liabilities was primarily due to a decrease in Losses payable and provision for unpaid losses and loss adjustment expenses as a result of the settlement of claims related to Hurricane Ian and settlements of other claims for the 2022 accident year. Also contributing to the change in operating assets and liabilities was the increase in Hagerty Re's U.S. quota share percentage and organic revenue growth across our business.

Investing Activities

Cash used in investing activities for the nine months ended September 30, 2023 decreased $45.2 million when compared to 2022. The lower level of cash used in investing activities was principally due to a decrease in spending on internally developed software, as well as a lower level of acquisitions. Also contributing to the year-over-year decrease is the $15.3 million Broad Arrow equity method investment made in January 2022 for which there was no comparable investment made in the current year. Lastly, net cash outflows associated with the lending activities of Broad Arrow decreased $7.2 million compared to 2022. Refer to Note 3 — Notes Receivable and Note 6 — Acquisitions and Investments in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information related to the acquisition of Broad Arrow and its lending activities.

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Financing Activities

Cash provided by financing activities for the nine months ended September 30, 2023 increased $47.8 million when compared to 2022, primarily due to the issuance of the Series A Convertible Preferred Stock, which resulted in net cash proceeds of $79.2 million, after deducting issuance costs. In addition, Hagerty Re entered into the State Farm Term Loan resulting in net cash inflows of $24.4 million, after deducting issuance costs. These inflows were partially offset by net repayments of $60.0 million related to our Credit Facility during the nine months ended September 30, 2023, compared to $0.5 million of net repayments during the nine months ended September 30, 2022.

Financing Arrangements

Credit Facility

The Hagerty Group has a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto from time to time as lenders, as amended (the "Credit Agreement"). The Credit Agreement provides for a revolving credit facility (the "Credit Facility") with an aggregate borrowing capacity of $230.0 million. The Credit Agreement matures in October 2026, but may be extended by one year on an annual basis if agreed to by us and the lenders party thereto. Any unpaid balance on the Credit Facility is due at maturity. As of September 30, 2023, total outstanding borrowings under the Credit Facility were $45.4 million.

The Credit Facility borrowings are collateralized by assets of The Hagerty Group and its consolidated subsidiaries, except for foreign and certain excluded or immaterial subsidiaries.

Under the Credit Agreement, we are required, among other things, to meet certain financial covenants, including a fixed charge coverage ratio and a leverage ratio. We were in compliance with these financial covenants as of September 30, 2023.

Refer to Note 13 — Long-Term Debt in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information on the Credit Facility.

Interest Rate Swap

Hagerty's interest rate swap agreements are used to fix the interest rate on a portion of the Company's existing variable rate debt to reduce the exposure to interest rate fluctuations. The notional amounts of the interest rate swap agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense within "Interest and other income (expense)" in the Condensed Consolidated Statements of Operations.

As of September 30, 2023, the Company had one outstanding interest rate swap, which was entered into in December 2020, with an original notional amount of $35.0 million and maturity in December 2025. In September 2022, the interest rate swap was amended to replace LIBOR with Term SOFR and, as a result, the fixed swap rate is now 0.81%. The estimated fair value of the interest rate swap is included within either "Other long-term assets" or "Other long-term liabilities" on the Condensed Consolidated Balance Sheets and the change in fair value is recorded within "Derivative instruments" in the Condensed Consolidated Statements of Comprehensive Income (Loss).

Tax Receivable Agreement

Hagerty, Inc. expects to have adequate capital resources to meet the requirements and obligations under the TRA entered into with HHC and Markel (together the "Legacy Unit Holders") on December 2, 2021 that provides for the payment by Hagerty, Inc. to the Legacy Unit Holders of 85% of the amount of cash savings, if any, under U.S. federal, state and local income tax or franchise tax realized as a result of (i) any increase in tax basis of Hagerty, Inc.'s assets resulting from (a) the purchase of Hagerty Group Units from any of the Legacy Unit Holders using the net proceeds from any future offering, (b) redemptions or exchanges by the Legacy Unit Holders of Class V Common Stock and Hagerty Group Units for shares of Class A Common Stock or (c) payments under the TRA and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the TRA.

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Legacy Unit Holders may, subject to certain conditions and transfer restrictions described above, redeem or exchange their Class V Common Stock and Hagerty Group Units for shares of Class A Common Stock of Hagerty, Inc. on a one-for-one basis. The Hagerty Group intends to have in effect an election under Section 754 of the IRC of 1986, as amended, and the regulations thereunder for each taxable year in which a redemption or exchange of Class V Common Stock and Hagerty Group Units for shares of Class A Common Stock occurs, which is expected to result in increases to the tax basis of the assets of The Hagerty Group at the time of a redemption or exchange of Hagerty Group Units. The redemptions and exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of The Hagerty Group. These increases in tax basis may reduce the amount of tax that Hagerty, Inc. would otherwise be required to pay in the future. This payment obligation as a part of the TRA is an obligation of Hagerty, Inc. and not of The Hagerty Group. For purposes of the TRA, the cash tax savings in income tax will be computed by comparing the actual income tax liability of Hagerty, Inc. (calculated with certain assumptions) to the amount of such taxes that Hagerty, Inc. would have been required to pay had there been no increase to the tax basis of the assets of The Hagerty Group as a result of the redemptions or exchanges and had Hagerty, Inc. not entered into the TRA. Estimating the amount of payments that may be made under the TRA is by nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors.

Contractual Obligations

The following table summarizes significant contractual obligations and other commitments as of September 30, 2023:

Payments Due by Period
Total Less than 1 year 1-3 years 3-5 years More than 5 years
in thousands
Debt $ 76,359  $ —  $ 5,964  $ 45,395  25,000 
Interest payments (1)
 21,278  2,759  4,519  4,000  10,000 
Operating leases 73,405  9,170  17,144  15,871  31,220 
Purchase commitments 8,600  8,332  268  —  — 
Total $ 179,642  $ 20,261  $ 27,895  $ 65,266  $ 66,220 
(1) Excludes variable rate debt interest payments and commitment fees related to our Credit Facility.

On June 23, 2023, we issued 8,483,561 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $80.0 million. Dividends on the Series A Convertible Preferred Stock are cumulative and accrue from the date of issuance at the rate per annum of 7% of the Series A Purchase Price of each share, plus the amount of previously accrued dividends, compounded annually (the "Accruing Dividends"). The Company may elect to pay the Accruing Dividends either in cash or in additional shares of Series A Convertible Preferred Stock. In addition, shares of the Series A Convertible Preferred Stock are contingently redeemable for cash under certain circumstances. The table of contractual obligations above excludes any potential cash payments related to the Series A Convertible Preferred Stock. Refer to Note 15 — Convertible Preferred Stock in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information on the Series A Convertible Preferred Stock.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements as of September 30, 2023.

Critical Accounting Policies and Estimates

Our unaudited Condensed Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of our Condensed Consolidated Financial Statements requires management to make assumptions and estimates that affect the reported results of operations and financial position, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. These accounting estimates, among others, may involve a high degree of complexity and judgment on the part of management. Further, these estimates and other factors could have a significant impact to our financial condition, results of operations and cash flows. Management evaluates its significant accounting estimates on an ongoing basis using historical experience and various other assumptions it believes 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 materially from management's estimates.

Our accounting policies are set forth in Note 1 — Basis of Presentation and Accounting Policies to Consolidated Financial Statements contained in the Company’s 2022 Annual Report on Form 10-K. We include herein certain updates to those policies.
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New Accounting Standards

New accounting standards are described in Note 1 — Basis of Presentation and Accounting Policies, in Item 1 of Part I of this Quarterly Report on Form 10-Q, which are incorporated herein by reference.

Non-GAAP Financial Measures

Adjusted EBITDA

We define Adjusted EBITDA as consolidated Net income (loss) excluding interest and other income (expense), income tax (expense) benefit, and depreciation and amortization, adjusted to exclude (i) changes in fair value of warrant liabilities; (ii) share-based compensation expense; and when applicable, (iii) restructuring, impairment and related charges, net; (iv) the net gain or loss from asset disposals; (v) losses and impairments related to divestitures; (vi) revaluation gain on previously held equity method investment; and (vii) certain other unusual items.

We present Adjusted EBITDA because we consider it to be an important supplemental measure of the Company's performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Management uses Adjusted EBITDA as a measure of the operating performance of our business on a consistent basis, as it removes the impact of items not directly resulting from our core operations.

By providing this non-GAAP financial measure, together with a reconciliation to net income (loss), which is the most 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. Hagerty's Adjusted EBITDA may be determined or calculated differently than similarly titled measures of other companies in our industry, which could reduce the usefulness of this non-GAAP financial measure when comparing our performance to that of other companies.

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,
2023 2022 2023 2022
in thousands
Net income (loss) $ 18,623  $ 24,313  $ 19,137  $ 34,636 
Interest and other (income) expense (6,260) (662) (15,677) 375 
Income tax (benefit) expense 4,604  (91) 12,002  4,077 
Depreciation and amortization 10,753  8,890  34,893  24,337 
Restructuring, impairment and related charges, net 473  —  8,857  — 
Change in fair value of warrant liabilities (850) (11,583) 1,419  (37,869)
Share-based compensation expense 4,935  3,858  12,869  8,165 
Losses and impairments related to divestitures 4,112  —  4,112  — 
Revaluation gain previously held equity method investment —  (34,735) —  (34,735)
Other unusual items (1)
 987  —  837  1,110 
Adjusted EBITDA $ 37,377  $ (10,010) $ 78,449  $ 96 
(1) Other unusual items primarily includes a net legal settlement accrual recognized in the three and nine months ended September 30, 2023 and non-restructuring severance expense recognized in the nine months ended September 30, 2022.

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Adjusted EPS

We define Adjusted Earnings (Loss) Per Share ("Adjusted EPS") as consolidated Net income (loss), less the change in fair value of our warrants and, when applicable, the revaluation gain on previously held equity method investment divided by our outstanding and total potentially dilutive securities, which includes (i) the weighted-average issued and outstanding shares of Class A Common Stock; (ii) all issued and outstanding non-controlling interest Hagerty Group Units; (iii) all unexercised warrants; (iv) all unissued share-based compensation awards; and (v) all issued and outstanding shares of the Series A Convertible Preferred Stock.

The most directly comparable GAAP measure is basic earnings per share ("Basic EPS"), which is calculated as Net income (loss) available to Class A Common Stockholders divided by the weighted average number of Class A Common Stock shares 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 securities analysts, investors and other interested parties in evaluating the consolidated performance of other companies in our industry. We also believe that Adjusted EPS, which compares our consolidated Net income (loss) with our outstanding and potentially dilutive shares, provides useful information to investors regarding our performance on a fully consolidated basis.

Management uses Adjusted EPS:

•as a measurement of operating performance of our business on a fully consolidated basis;
•to evaluate the performance and effectiveness of our operational strategies; 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.

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

Three months ended
September 30,		 Nine months ended
September 30,
2023 2022 2023 2022
in thousands (except per share amounts)
Numerator:
Net income (loss) available to Class A Common Stockholders (1)
 $ 3,255  $ 14,714  $ 3,712  $ 36,685 
Undistributed earnings allocated to Series A Convertible Preferred Stock 261  —  110  — 
Accretion of Series A Convertible Preferred Stock 1,838  —  1,838  — 
Net income (loss) attributable to non-controlling interest 13,269  9,599  13,477  (2,049)
Consolidated net income (loss) 18,623  24,313  19,137  34,636 
Change in fair value of warrant liabilities (850) (11,583) 1,419  (37,869)
Revaluation gain on previously held equity method investment —  (34,735) —  (34,735)
Adjusted consolidated net income (loss) (2)
 $ 17,773  $ (22,005) $ 20,556  $ (37,968)
Denominator:
Weighted average shares of Class A Common Stock outstanding — basic (1)
 84,479 82,816 84,042 82,569
Total potentially dilutive securities outstanding:
Conversion of non-controlling interest Hagerty Group Units to Class A Common Stock
 255,499  255,758  255,499  255,758 
Conversion of Series A Convertible Preferred Stock to Class A Common Stock
 6,785  —  6,785  — 
Total unissued share-based compensation awards 8,490  6,878  8,490  6,878 
Total warrants outstanding 19,484  19,484  19,484  19,484 
Potentially dilutive shares outstanding 290,258  282,120  290,258  282,120 
Fully dilutive shares outstanding (2)
 374,737  364,936  374,300  364,689 
Basic EPS(1)
 $ 0.04  $ 0.18  $ 0.04  $ 0.44 
Adjusted EPS(2)
 $ 0.05  $ (0.06) $ 0.05  $ (0.10)
(1)    Numerator and Denominator of the GAAP measure Basic EPS
(2)    Numerator and Denominator of the non-GAAP measure Adjusted EPS

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks as part of our ongoing business operations, which primarily include interest rate risk, liquidity risk, and concentration risk. The following sections address the significant market risks associated with our business.

Interest Rate Risk. Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in prevailing market interest rates. As of September 30, 2023, we had approximately $10.4 million of variable rate indebtedness (after taking into consideration $35.0 million in interest rate swaps which effectively converts variable-rate debt to fixed-rate debt), representing approximately 14% of our total debt outstanding, at an average interest rate during the nine months ended September 30, 2023 of approximately 7.41%. Based on variable-rate borrowings outstanding as of September 30, 2023, a 100-basis point (or 1.0%) change in our borrowing rates would result in our annual interest payments changing by approximately $0.1 million. Our market risk exposure fluctuates based on changes in underlying interest rates.

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We also have a portfolio of term loans secured by collector cars of approximately $40.2 million as of September 30, 2023, upon which interest is earned predominately at variable rates including Prime Rate and Term SOFR. Finally, the assets of Hagerty Re are substantially invested in cash and cash equivalents (including money market funds) which generally earn a higher rate of return as interest rates increase.

Liquidity Risk. Liquidity risk is the risk that we will not be able to meet our financial obligations associated with financial liabilities. We manage our liquidity risk through the management of our capital structure. Our approach to managing liquidity is to ensure that we have sufficient liquidity to settle obligations and liabilities when due. Refer to "Liquidity and Capital Resources" in Item 2 of Part I of this Quarterly Report on Form 10-Q for additional information.

Concentration Risk. We rely on Markel and its subsidiaries for a significant portion of our revenue, representing approximately 95% of our commission revenues and 97% of our assumed premium for the nine months ended September 30, 2023. Termination or disruption of this relationship could materially and adversely impact our revenue. Refer to Note 21 — Related-Party Transactions in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information with respect to our relationship with Markel.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Hagerty disclosure procedures and controls are designed to sufficiently reduce the risk of a material misstatement and can provide only reasonable assurance of achieving desired control objectives.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2023 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms specified by the SEC. There were no material weaknesses in our disclosure controls and procedures identified in the evaluation and therefore, no corrective actions were taken.

Changes in Internal Controls Over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the three months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in various claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we do not believe that the ultimate resolution of these actions will have a material adverse effect on our financial position, results of operations, liquidity or capital resources.

Future litigation may be necessary to defend ourselves and our partners by determining the scope, enforceability and validity of third party proprietary rights or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

ITEM 1A. RISK FACTORS

As of the date of this Quarterly Report on Form 10-Q, with the exception of the Risk Factor below related to the issuance of our Series A Convertible Preferred Stock on June 23, 2023, there have been no material changes to our Risk Factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022. We may disclose additional changes to such factors or disclose additional factors from time to time in our future filings with the Securities and Exchange Commission ("SEC"). Additional risks that we currently do not know about or currently view as immaterial may also materially adversely affect our business, financial condition, or operating results.

There is no public market for the Series A Convertible Preferred Stock.

There is no established public trading market for the Series A Convertible Preferred Stock, and we do not expect a market to develop. The Series A Convertible Preferred Stock is not currently listed on any securities exchange or nationally recognized trading system, including the New York Stock Exchange, and we may choose not to apply to list it in the future. Without an active market, the liquidity of the Series A Convertible Preferred Stock will be limited.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

A portion of the compensation of our executive officers is delivered in the form of deferred equity awards, including time and performance-based restricted stock unit awards. This compensation design is intended to align our executive compensation with the interests of our stockholders. Following the delivery of shares of our Class A Common Stock under those equity awards, once any applicable service time vesting standards have been satisfied, our executive officers from time to time may engage in the open-market sale of some of those shares. Our executive officers may also engage from time to time in other transactions involving our securities.

Transactions in our securities by our executive officers are required to be made in accordance with our Insider Trading Policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our executive officers to enter into trading plans designed to comply with Rule 10b5-1. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.

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On August 11, 2023, Robert Kauffman, a non-employee director, in his capacity as the sole member of Aldel LLC, adopted a programmed plan of transactions intended to satisfy the affirmative defense provided by Rule 10b5-1 (the "10b5-1 Plan"). The 10b5-1 Plan provides for a first possible trade date of November 16, 2023, and will terminate on November 18, 2024. The aggregate number of shares to be sold pursuant to the 10b5-1 Plan is 3,500,000 shares of Class A Common Stock held by Aldel LLC which Mr. Kauffman directs.

During the three months ended September 30, 2023, no director or officer of the Company, other than Mr. Kauffman, has adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS

Exhibit No. Description
2.1*
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
31.1
31.2
32.1#
32.2#
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL).

* The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
† Indicates management contract or compensatory plan or arrangement.
# This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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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, thereunto duly authorized, on November 8, 2023.



HAGERTY, INC.
By:
/s/ McKeel O Hagerty
McKeel O Hagerty
Chief Executive Officer

HAGERTY, INC.
By:
/s/ Patrick McClymont
Patrick McClymont
Chief Financial Officer
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EX-10.2 2 hgty_20230801xex102.htm EX-10.2 Document
Exhibit 10.2
EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by HAGERTY, INC., a Delaware corporation (“Company”) and DIANA CHAFEY (“Executive”). As used in this Agreement, the term “Affiliate” means any entity controlling, controlled by or under common control with the Company.

1.Effective Date and Term. This Agreement will take effect on August 1, 2023 (“Effective Date”) and will remain in effect during the Employment (as defined in Section 2) and thereafter as to those provisions that expressly state that they will remain in effect after termination of the Employment.

2.Employment. Executive will serve as the Company’s Chief Legal Officer or in such other management positions with the Company or an Affiliate as may be assigned by the Company (the “Employment”). In Executive’s capacity as Chief Legal Officer, Executive will have the authority, duties and responsibilities customary for the chief legal officer of a public company of similar size and such additional duties consistent with the position as may be assigned to Executive from time to time by the Company’s Chief Executive Officer. Executive shall report solely and directly to the Company’s Chief Executive Officer. Executive will comply in all material respects with all Company policies. The Employment will be full time and Executive’s entire business time and efforts will be devoted to the Employment, except that Executive may oversee passive investments, may serve on the boards of directors of non-profit organizations, may serve on the board of directors of the for-profit organization listed on Schedule A hereto and with the written approval of the Company’s Board of Directors may serve on boards of directors of other for-profit organizations that are not competitive with the Company or an Affiliate, provided that such activities do not impair or conflict in any material respect with Executive’s full-time services under this Agreement or constitute a conflict of interest.

3.Compensation. Executive will be compensated during the Employment as follows, subject to required tax deductions and withholdings:

a.Salary. Executive’s salary will be $450,000 per year (or a prorated weekly amount for any partial year) subject to normal payroll deductions and will be payable in accordance with the Company’s normal payroll practices. The Company will review Executive’s salary annually in accordance with the Company’s normal procedures and may increase (but not decrease) Executive’s salary to reflect the Company’s determinations of Executive’s performance, Company performance, business or economic conditions, or changes in Executive’s duties and responsibilities.

b.Annual Incentive Plan. Beginning with the 2023 plan year, Executive will participate in the Hagerty Amended and Restated Annual Incentive Plan or any successor Company annual bonus plan (“Annual Incentive Plan”) in accordance with the terms of the plan. The Company will continue an Annual Incentive Plan under which Executive’s target incentive payment for each calendar year will be at least 75% of Executive’s Salary (with a payout range of 0% to 200%), with any payments under the plan to be determined under the terms of the plan based on attainment of Company and individual goals as provided in the plan, and subject to Executive’s continued Employment with the Company through the end of the plan year for which such incentive payment is earned.

c.Stock Incentive Plan. Executive will participate in the Company’s Stock Incentive Plan or any successor Company long-term bonus plan (“Stock Incentive Plan”) in accordance with the terms of the plan. Executive will be eligible for awards under the plan at 100% of Executive’s Salary, with any awards to be determined under the terms of the plan, and subject to Executive’s continued Employment with the Company.

Exhibit 10.2

d.Paid Time Off. Executive will be entitled to a minimum of 4 weeks of paid time off per year, to be administered in accordance with Company policy, which is subject to change from time to time in the Company’s discretion. Paid time off will be taken at such times as are consistent with the reasonable business needs of the Company.

e.Benefits. Executive will be eligible to participate in fringe benefit programs covering the Company’s salaried employees as a group and in any other Company benefit programs and policies applicable under Company policy to senior executives. The terms of applicable insurance policies and benefit plans in effect from time to time will govern with regard to specific issues of coverage and benefit eligibility. All benefit programs and policies are subject to change from time to time in the Company’s discretion.

f.Business Expenses. The Company will reimburse Executive for reasonable, ordinary and necessary business expenses that are specifically authorized or are authorized by Company policy, subject to Executive’s prompt submission of proper documentation for tax and accounting purposes. Such expenses will be reimbursed within 30 days after Executive submits such documentation, but in no event later than the fifteenth day of the third month after the end of the year in which the expense is incurred.

g.Equity Grant. On October 1, 2023, the Company will issue Executive an equity grant of $90,000 under the terms of the Company’s Stock Incentive Plan and subject to Executive’s continued Employment with the Company through the grant date.

4.Termination of Employment Without Severance Pay. Executive will not be entitled to any further employment-related compensation, payments or benefit coverage from the Company or any Affiliate after termination of the Executive’s Employment pursuant to this Section 4, except those payments specifically identified in Section 6.

a.Death. The Employment will terminate automatically upon Executive’s death.

b.Disability. If Executive is unable to perform Executive’s duties under this Agreement due to physical or mental disability for a continuous period of 180 days or longer and Executive is eligible for benefits under the Company’s long- term disability insurance policy, the Company may terminate the Employment under this Section 4(b). If the Company terminates the Employment as the result of Executive’s inability to perform Executive’s duties for less than 180 days due to a disability, the termination of Employment will be deemed to be pursuant to Section 5(a) below.

c.Termination by Company for Cause. The Company may terminate the Employment for “Cause,” defined as Executive’s: (i) breach of any provision of Sections 8, 9 or 10 of this Agreement; (ii) continued failure to perform Executive’s duties required under this Agreement (other than on account of illness or excused absence); (iii) gross negligence causing material damage or harm to the Company and its subsidiaries taken as a whole; (iv) misappropriation of or intentional damage to Company property having a material adverse effect on the Company and its subsidiaries taken as a whole; (v) material fraud or dishonesty; (vi) conviction of a felony; or (vii) intentional act or omission that Executive knows is likely to have a material adverse effect on the Company. Provided, however, that Cause shall not exist unless the Company has provided written notice to Executive of

Exhibit 10.2
the grounds asserted to constitute Cause within 30 days of the Chief Executive Officer or the Board of Directors becoming aware of such grounds, Executive has failed to cure such act or omission within 15 days of receipt of such notice.

If the Company becomes aware after termination of the Employment other than for Cause that Executive engaged before the termination of Employment in conduct constituting Cause, the Company may recharacterize Executive’s termination as having been for Cause.

d.Discretionary Termination by Executive. Executive may terminate the Employment at will other than for Good Reason (as defined below) with at least 30 days’ advance written notice to the Company. If Executive gives such notice of termination, the Company may (but need not) relieve Executive of some or all of Executive’s responsibilities for part or all of such notice period, provided that Executive’s pay and benefits are continued for the greater of 30 days or the remaining period of the Employment.

5.Termination With Severance Pay. Executive will not be entitled to any further employment-related compensation, payments or benefit coverage from the Company or any Affiliate after termination of Executive’s Employment pursuant to this Section 5, except for payments and benefit coverage as provided in Section 6 and Severance Pay as provided in and subject to the terms of Section 7.

a.Discretionary Termination by Company. The Company may terminate the Employment at will, but if the Company does so other than as provided in Section 4 above, Executive will be entitled to Severance Pay as provided in and subject to Section 7. A termination of Executive’s Employment by the Company under Section 4(c) that is determined in a proceeding under Section 14 not to be for Cause will be considered to have been a termination under this Section 5(a).

b.Termination by Executive for Good Reason. Executive may terminate the Employment for “Good Reason” if and only if, without Executive’s written consent: (i) there is a material diminution in Executive’s title, authority, duties or responsibilities or a material change in Executive’s reporting lines; (ii) Executive’s salary or incentive opportunity is reduced; or (iii) the Company breaches the Company’s obligations to Executive under this Agreement. Executive may not resign for Good Reason unless: (x) Executive notifies the Company’s Chief Executive Officer in writing, within 30 days after Executive becomes aware of the act or omission in question, asserting that the act or omission in question constitutes Good Reason and explaining why; (y) the Company fails, within 30 days after the notification, to cure the breach; and (z) Executive resigns by written notice within 30 days after expiration of the 30 day period under Section 5(b)(y). If Executive terminates the Employment for Good Reason, Executive will be entitled to Severance Pay as provided in and subject to Section 7.

6.Payments Upon Termination of Employment. Executive will not be entitled to any further employment-related compensation, payments or benefit coverage from the Company or any Affiliate after termination of the Executive’s Employment, except (a) unpaid salary installments through the end of the week in which the Employment terminates, (b) accrued, unpaid paid-time off, (c) any earned, unpaid incentive payments for the completed year immediately prior to the year in which Executive’s Employment terminates, (d) reimbursement of unreimbursed business expenses incurred prior to termination of the Executive’s Employment in accordance with the Company’s reimbursement policy, (e) any vested benefits accrued before the termination of Employment under the terms of any written Company policy or benefit program, (f) rights to indemnification and rights in connection with applicable D&O policies and (g) if the termination of Employment is pursuant to Section 5, Severance Pay to which Executive is entitled under Section 7.

Exhibit 10.2

7.Severance Pay. The Company will pay Executive the payments provided in and subject to this Section 7 (“Severance Pay”) upon Executive’s “separation from service,” as that term is defined by Section 409A of the Internal Revenue Code (the “Code”), if Executive’s Employment is terminated during the Term as provided in Section 5 and Executive contemporaneously or subsequently experiences a separation from service.

a.Amount and Duration of Severance Pay. Subject to the other provisions of this Section 7, Severance Pay will consist of 1.5 times the Executive’s then current base salary, payable over 12 months commencing on the date of Executive’s separation from service in accordance with the Company’s normal payroll practices. No Severance Pay will be paid, however, until the Company’s first regular pay date that occurs on or after 60 days after the date of Executive’s separation from service. Any salary continuation payments to which Executive would otherwise have been entitled during those 60 days will be accumulated and paid on the Company’s first regular pay date on or after 60 days after separation from service provided Executive has signed the release provided for in Section 7(b)(ii) and continued to honor the release. Payments will be less required deductions and withholdings. If Executive dies before the end of the Severance Pay period, any unpaid Severance Pay will be paid to Executive’s estate. Executive will have no duty to mitigate and the Severance Pay will not be subject to offset except as provided in Section 7(c).

b.Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply in all material respects with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must sign a customary release of claims (drafted by the Company) by a date designated by the Company (which will be not less than 21 days nor more than 45 days after Executive’s Employment is terminated and Executive is given the release document) waiving and releasing any and all claims or rights that Executive might otherwise have against the Company, any Affiliate, or any of the officers, directors, employees or agents of the Company or any Affiliate, provided that the release will not waive Executive’s right to any payments or benefits due under this Section 7 or Section 6 or any rights as a stockholder of the Company, nor will the release waive any right of Executive to liability insurance coverage under any directors’ and officers’ liability insurance policy or any indemnification rights that Executive may otherwise have; (iii) Executive must resign upon written request by the Company from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; and (iv) Executive must, upon request by the Company, provide the Company, for a period of 90 days after termination, with consulting services (limited to no more than 10 hours per month) regarding matters within the scope of Executive’s former duties. Executive will only be required to provide those services by telephone or e-mail at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitments.

c.Disability Benefits Offset to Severance Pay. Any Severance Pay provided under Section 7(a) will be reduced on a dollar-for-dollar basis by any payments that Executive receives pursuant to the Company’s bona fide group long-term disability insurance policy and/or workers’ compensation insurance policy.

8.Confidentiality; Certain Property and Information.


Exhibit 10.2
a.Confidentiality. Executive will forever hold in strictest confidence, and not use or disclose, any information regarding techniques, processes, developmental or experimental work, trade secrets, customer or prospect names or information, privileged information or proprietary or confidential information relating to the current or planned products, services, sales, pricing, costs, employees or business of the Company or any Affiliate, except (i) as disclosure or use may be required in connection with Executive’s work for the Company or any Affiliate, (ii) as may be compelled pursuant to court order or subpoena, or (iii) in proceedings to enforce or defend Executive’s rights under this Agreement or any other written agreement between Executive and the Company or any of its Affiliates. Executive will also keep the terms of this Agreement confidential, except (i) as may be compelled pursuant to court order or subpoena, (ii) in proceedings to enforce or defend Executive’s rights under this Agreement or any other written agreement between Executive and the Company or any of its Affiliates, (iii) in order to obtain financial or legal advice, or (iv) with immediate family members. Executive’s commitment not to use or disclose information does not apply to information that becomes publicly known without any breach of this Agreement by Executive.

b.Certain Property and Information. Upon termination of the Employment, Executive will promptly deliver to the Company any and all property owned or leased by the Company or any Affiliate and any and all written materials and information (in whatever form) relating to the business of the Company or any Affiliate, including without limitation all customer lists and information, financial information, computers, mobile and smart phones, business notes, business plans, documents, keys, credit cards and other Company-provided equipment in Executive’s possession.

9.Ideas, Concepts, Inventions and Other Intellectual Property. All business ideas and concepts and all inventions, improvements, developments and other intellectual property made or conceived by Executive, either solely or in collaboration with others, during the term of the Executive’s employment by the Company or an Affiliate, whether or not during working hours, and relating to the business or any aspect of the business of the Company or any Affiliate or to any business or product the Company or any Affiliate is actively planning to enter or develop, will become and remain the exclusive property of the Company and the Company’s successors and assigns. Executive will disclose promptly in writing to the Company all such inventions, improvements, developments and other intellectual property, and will cooperate, at Company’s expense, in confirming, protecting, and obtaining legal protection of the Company’s ownership rights. Executive’s commitments in this Section will continue in effect after termination of the Employment as to ideas, concepts, inventions, improvements and developments and other intellectual property made or conceived in whole or in part before the date the Executive’s employment with the Company terminates.

Executive represents and warrants that there are no ideas, concepts, inventions, improvements, developments or other intellectual property that Executive invented or conceived before becoming employed by the Company to which Executive, or any assignee of Executive, now claims title, and that would be covered by this Section if made or conceived by Employee during the term of Executive’s employment by the Company or any Affiliate.

Executive agrees not to intentionally disclose to the Company or use, or induce the Company to use, any proprietary information, trade secret or confidential business information of any other person or entity, including any previous employer of Executive. During the performance of Executive’s duties with the Company, the Company will not request or expect that Executive will disclose confidential or proprietary information acquired during prior employment. The Company further agrees that in the event Executive must decline to make such a disclosure to the Company, declining to make the disclosure will have no adverse consequence to Executive’s employment with the Company.

Exhibit 10.2

10.Non-Competition; Non-Solicitation. During the Employment and for 12 months (24 months if Executive leaves the Employment without Good Reason or the Company terminates Executive for Cause) after the date of termination of Executive’s Employment, Executive will not:

a.directly or indirectly engage in a Competitive Business; or

b.be employed by, perform services for, advise or assist, own any interest in or loan or otherwise provide funds to, any other business that is engaged (or seeking Executive’s services with a view to becoming engaged) in any Competitive Business.

“Competitive Business” means (a) collectible vehicle and boat insurance business and ancillary businesses relating to the preservation, safety and enjoyment of collectible vehicles and boats, (b) collector car auctions (live and digital) and (c) collector car related media. This Section 10 does not prohibit Executive from owning not more than two percent (2%) of any class of securities of a publicly traded entity, provided that Executive does not engage in other activity prohibited by this Section 10. Executive represents and warrants that neither the Employment nor the performance of Executive’s obligations for the Company will conflict with or violate any other contract or obligations, legal or otherwise, which Executive may have.

11.Equitable Remedies. Executive agrees that any breach of Sections 8, 9 or 10 of this Agreement will cause irreparable damage to the Company, that such damage will be difficult to quantify and that money damages alone will not be adequate. Accordingly, Executive agrees that the Company, in addition to any other legal rights or remedies available to the Company on account of a breach or threatened breach of this Agreement, shall have the right to seek an injunction, specific performance or other equitable relief to prevent any actual or threatened breach, and Executive waives the defense in any equitable proceeding that there is an adequate remedy at law for such breach. The time periods for the covenants in Sections 8, 9 and 10 above shall be extended by the same period that Executive is in violation of any such covenant.

12.Amendment and Waiver. No provisions of this Agreement may be amended, modified, waived or discharged unless the waiver, modification, or discharge is authorized by the Company’s Chief Executive Officer and is agreed to in a written document signed by Executive and the Chief Executive Officer. No waiver by either party at any time of any breach or nonperformance of this Agreement by the other party will be deemed a waiver of any prior or subsequent breach or nonperformance.

13.Entire Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to Executive’s Employment with the Company or any of the subjects covered by this Agreement, have been made by the Company that are not set forth expressly in this Agreement, and this Agreement supersedes any pre-existing employment agreements and any other agreements on the subjects covered by this Agreement.

14.Dispute Resolution.


Exhibit 10.2
a.Arbitration. The Company and Executive agree that, except as provided in Section 14(b), the sole and exclusive method for resolving any dispute between them arising out of or relating to this Agreement will be arbitration under the procedures set forth in this Section. The arbitrator will be selected pursuant to the Rules for Commercial Arbitration of the American Arbitration Association. The arbitrator will hold a hearing at which both parties may appear, with or without counsel, and present testimony, evidence and argument. Pre-hearing discovery will be allowed in the discretion of and to the extent deemed appropriate by the arbitrator, and the arbitrator will have subpoena power. The procedural rules for an arbitration hearing under this Section will be the rules of the American Arbitration Association for Commercial Arbitration hearings and any rules as the arbitrator may determine. The hearing will be completed within 90 days after the arbitrator has been selected and the arbitrator will issue a written decision within 60 days after the close of the hearing. The hearing will be held in Traverse City, Michigan. The award of the arbitrator will be final and binding and may be enforced by and certified as a judgment of the 13th Judicial Circuit Court for the State of Michigan, or any other court of competent jurisdiction. One-half of the fees and expenses of the arbitrator will be paid by the Company and one-half by Executive.

b.Section 14(a) will be inapplicable to a dispute arising out of or relating to Sections 8, 9 or 10 of this Agreement.

15.Assignment. This Agreement contemplates personal services by Executive, and Executive may not transfer or assign Executive’s rights or obligations under this Agreement, except that Executive may designate beneficiaries for benefits as allowed by the Company’s benefit programs and Executive’s rights are transferable under the laws of descent and distribution. This Agreement may be assigned by the Company to any Affiliate or successor in interest to the Company, provided that no such assignment will release the Company from its obligations hereunder.

16.Notices. For purposes of this Agreement, all notices and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered or received by facsimile or email transmission sent during business hours, the next day if sent by overnight courier service for delivery during business hours or 5 days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

If to Executive:

Diana Chafey at the address on file with the Company

If to the Company:

Hagerty, Inc.
121 Drivers Edge
Traverse City, Michigan 49684

Attention: Chief Executive Officer

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address will be effective only upon receipt.

17.Governing Law. The validity, interpretation, and construction of this Agreement are to be governed by Michigan law, without regard of choice of law rules. The parties agree that any judicial action involving a dispute arising under this Agreement will be filed, heard and decided in either the 13th Judicial Circuit Court of the State of Michigan or the U.S. District Court for the Western District of Michigan. The parties agree that they will subject themselves to the personal jurisdiction and venue of either court, regardless of where Executive or the Company may be located at the time any action may be commenced. The parties agree that Grand Traverse County is a mutually convenient forum and that each of the parties conducts business in Grand Traverse County.

Exhibit 10.2

18.Counterparts. This Agreement may be signed in original or by electronic counterparts, each of which will be deemed an original, and together the counterparts will constitute one complete document.

19.Indemnification. If Executive is made a party to, is threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that Executive was an officer, director, employee, or agent of the Company or any of its affiliated companies, or was serving at the request of or on behalf of the Company or any of its affiliated companies, the Company shall indemnify and hold Executive harmless to the fullest extent permitted or authorized by the Company’s Articles of Incorporation or Bylaws as amended from time to time or, if greater, by the laws of the State of Michigan, against all costs, expenses, liabilities and losses Executive incurs in connection therewith. Such indemnification shall continue even if Executive has ceased to be an officer, director, employee or agent of the Company or any of its affiliated companies, and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company shall reimburse Executive for all reasonable costs and expenses Executive incurs in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with such expenses. In addition, the Company agrees to maintain a director’s and officer’s liability insurance policy or policies covering Executive at a level and on terms and conditions no less favorable than the Company provides its directors and senior-level officers currently (subject to any future improvement in such terms and conditions), until such time as legal or regulatory action against Executive is no longer permitted by law.

20.Section 409A. The parties to this Agreement intend that the Agreement be exempt from Section 409A of the Code to the fullest extent possible as providing for short- term deferrals and involuntary separation pay, and that to the extent this Agreement is not exempt from Section 409A it is intended to comply with Section 409A, where applicable, and this Agreement will be operated and interpreted in a manner consistent with those intentions. If and to the extent that any payment or benefit hereunder, or any plan, award or arrangement of the Company or its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to Executive by reason of Executive’s termination of employment, then (a) such payment or benefit shall be made or provided to Executive only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if Executive is a “specified employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of Executive’s separation from service (or Executive’s earlier death). Any amount not paid or benefit not provided in respect of the six-month period specified in the preceding sentence will be paid to Executive in a lump sum or provided to Executive as soon as practicable after the expiration of such six-month period. Each payment or benefit hereunder shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A applies to such payments or benefits. To the extent Executive is entitled to any expense reimbursement from the Company that is subject to Section 409A, (i) the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except under any lifetime limit applicable to expenses for medical care), (ii) in no event shall any such expense be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expense, and (iii) in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.

Exhibit 10.2


The parties have signed this Employment Agreement as of the Effective Date in Section 1.


HAGERTY, INC.



By: /s/ McKeel Hagerty
McKeel Hagerty
Its: Chief Executive Officer



EXECUTIVE

/s/ Diana M. Chafey
Diana Chafey


EX-10.3 3 hgty_20230919xex103.htm EX-10.3 Document
Exhibit 10.3
Execution Version

NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Ninth Amendment to Amended and Restated Credit Agreement, dated as of September 18, 2023 (this “Amendment”), is by and among THE HAGERTY GROUP, LLC (the “Company”), Broad Arrow Capital Europe Limited, a private limited company incorporated in England and Wales with company number 13872922 (“BAC Europe”), Broad Arrow Capital UK Limited, a private limited company incorporated in England and Wales with company number 13872844 (“BAC UK” and, together with BAC Europe, the “Foreign Subsidiary Borrowers”; the Foreign Subsidiary Borrowers, together with the Company, the “Borrowers”), and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders party to the Credit Agreement described below (in such capacity, the “Administrative Agent”).

RECITALS

A. The Company, the Administrative Agent and the Lenders party thereto entered into an Amended and Restated Credit Agreement, dated as of December 12, 2018 (as amended, restated, amended and restated, supplemented or modified from time to time, including pursuant to certain Foreign Subsidiary Borrower Agreements joining the Foreign Subsidiary Borrowers as party thereto, the “Credit Agreement”).

B. The Borrowers desire to amend the Credit Agreement in accordance with the terms hereof, and the Administrative Agent and the Lenders are willing to do so strictly in accordance with the terms hereof.

TERMS

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE 1
AMENDMENTS

Upon the Ninth Amendment Effective Date, the parties hereto agree that the Credit Agreement is hereby amended as follows:

1.1    Notwithstanding anything to the contrary in the Credit Agreement or any other Loan Document:

1.1.1    each of the Foreign Subsidiary Borrowers, Broad Arrow Capital FP Limited and Broad Arrow Capital LLC (collectively, the “BAC Entities”) may form, directly or indirectly, various special purpose vehicles and trusts (collectively, the “SPV Entities”), which may be used to enter into or otherwise consummate a warehouse credit facility (the “Warehouse Facility”); provided that no SPV Entity shall be permitted to incur any Indebtedness for borrowed money;

1.1.2    each SPV Entity (a) is deemed to be an Excluded Subsidiary for all purposes in the Credit Agreement and the other Loan Documents, and (b) until January 31, 2024, is excluded from all covenants and representations and warranties contained in the Loan Documents;

1.1.3 so long as no Specified Event of Default exists or would be caused thereby, any Loan Party and any of its Subsidiaries may only make Investments into any SPV Entity in an aggregate outstanding amount for all such Investments not in excess of $150,000 at any time notwithstanding the availability of any other baskets or covenants in the Credit Agreement;



1.1.4    all assets constituting the Equity Interests in any SPV Entity are deemed to be Excluded Property, and no Loan Party is required to pledge any such Equity Interests of any SPV Entity to the Administrative Agent;

1.1.5    all assets of the SPV Entities are deemed to be Excluded Property; and

1.1.6    any SPV Entity and any BAC Entity is permitted to open deposit accounts and securities accounts used solely in connection with the Warehouse Facility (collectively, the “Warehouse Accounts”), and all Warehouse Accounts are deemed to be Excluded Accounts.


ARTICLE 2
REPRESENTATIONS

Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

2.1    The execution, delivery and performance of this Amendment are within such Borrower’s powers and have been duly authorized by all necessary limited liability company action. This Amendment has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

2.2    After giving effect to the amendments herein contained, the representations and warranties contained in Article III of the Credit Agreement and the representations and warranties contained in the other Loan Documents, which are qualified by materiality, are true in all respects and the representations and warranties therein that are not qualified by materiality are true in all material respects, on and as of the date hereof (other than such representations and warranties that refer to an earlier date, in which case such representations and warranties are true in all respects, or true in all material respects, as applicable, on and as of such earlier date).

2.3    After giving effect to the amendments herein contained, no Default has occurred and is continuing on the date hereof.

ARTICLE 3
CONDITIONS PRECEDENT

This Amendment shall become effective as of the date specified in the first paragraph hereof when each of the following conditions is satisfied or waived (the “Ninth Amendment Effective Date”):

3.1    This Amendment shall be executed by each of the Borrowers, the Required Lenders and the Administrative Agent.

3.2    The Consent and Agreement attached hereto shall be executed by each of the Guarantors

ARTICLE 4
MISCELLANEOUS

2


4.1    References in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended from time to time.

4.2    Except as expressly amended hereby, each Borrower acknowledges and agrees that (a) the Credit Agreement and all other Loan Documents to which it is a party are ratified and confirmed and shall remain in full force and effect, (b) it has no setoff, counterclaim, defense or other claim or dispute with respect to any Loan Document, (c) the security interests and other Liens created by the Loan Parties under the Collateral Documents continue in full force and effect after giving effect to this Amendment, and secure, in addition to other obligations described as secured thereby, all Secured Obligations, and (d) the guaranties granted by the Loan Parties under the Subsidiary Guaranty continue in full force and effect after giving effect to this Amendment, and guaranty, in addition to other obligations described as being guarantied thereby, all Secured Obligations.

4.3    This Amendment shall be governed by and construed in accordance with the laws of the State of New York. This Amendment shall not be deemed to have otherwise prejudiced any present or future right or rights which the Lenders now have or may have under the Credit Agreement or in any other Loan Document and, in addition, shall not entitle the Borrowers to a waiver, amendment, modification or other change to, of or in respect of any provision of the Credit Agreement or in any other Loan Document in the future in similar or dissimilar circumstances. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement, as amended hereby. This Amendment is a Loan Document. Among other provisions of the Credit Agreement, this Amendment is subject to Sections 9.06(b), 9.09 and 9.10 of the Credit Agreement as if such provisions were set forth fully herein.

[Remainder of Page Intentionally Left Blank]
3


IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the day and year first above written.

THE HAGERTY GROUP, LLC

By: /s/ Patrick McClymont
Name: Patrick McClymont
Title: Chief Financial Officer


BROAD ARROW CAPITAL EUROPE LIMITED

By: /s/ Kenneth Ahn
Name: Kenneth Ahn
Title: Director


BROAD ARROW CAPITAL UK LIMITED

By: /s/ Kenneth Ahn
Name: Kenneth Ahn
Title: Director


JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent

By: /s/ Nathan Wright
Name: Nathan Wright
Title: Authorized Officer


KEYBANK NATIONAL ASSOCIATION

By: /s/ Scott Klingbeil
Name: Scott Klingbeil
Title: Vice President


CITIZENS BANK N.A., as a Lender As of the date and year first above written:

By: /s/ Don Wright
Name: Don Wright
Title: SVP


Signature Page to Hagerty Group Ninth Amendment

CONSENT AND AGREEMENT
(a)Each of the undersigned hereby fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and acknowledges and agrees to all of the representations, covenants, terms and provisions of the above Amendment applicable to it.
(b)Each of the undersigned hereby represents and warrants to the Administrative Agent and the Lenders that (i) the execution, delivery and performance of this Consent and Agreement are within its powers and have been duly authorized by all necessary action, and (ii) this Consent and Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c)Except as expressly amended hereby, each of the undersigned hereby acknowledges and agrees that (i) the Credit Agreement and all Loan Documents to which it is a party are ratified and confirmed and shall remain in full force and effect, (ii) it has no set off, counterclaim, defense or other claim or dispute with respect to any Loan Document; and (iii) notwithstanding anything to the contrary in any Loan Document, the term “Guaranteed Obligations” and “Secured Obligations” as used and defined in the Subsidiary Guaranty and any Collateral Document executed by each of the undersigned shall include all Secured Obligations of The Hagerty Group, LLC as a Borrower.
(d)Each of the undersigned hereby acknowledges that its consent and agreement hereto is a condition to the Agent’s agreement pursuant to the above Amendment and it is in its interest and to its financial benefit to execute this consent and agreement. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement described in the above Ninth Amendment to Amended and Restated Credit Agreement.




                        
                        
HAGERTY ASSET MANAGEMENT, LLC        
CAVALLINO CAFE, LLC
HAGERTY CANADA, LLC
HAGERTY CLASSIC MARINE INSURANCE AGENCY, LLC
HAGERTY CLASSIC ANALYTICS, LLC
HAGERTY DRIVERS CLUB, LLC (F/K/A HAGERTYPLUS, LLC)
HAGERTY DRIVERS CLUB CANADA, LLC
HAGERTY DRIVESHARE LLC
HAGERTY INSURANCE AGENCY, LLC
HAGERTY MANAGEMENT, LLC
HAGERTY MEDIA PROPERTIES, LLC
HAGERTY MOTORSPORTS, LLC
HAGERTY WELLNESS CENTER, LLC
HISTORIC VEHICLE ASSOCIATION, LLC
HISTORIC VEHICLE ASSOCIATION CANADA, LLC
HAGERTY VENTURES, LLC
SPEED DIGITAL, LLC
HAGERTY RADWOOD, INC.
BROAD ARROW GROUP, INC.
HAGERTY EVENTS, LLC                
                                    
                        Each By: /s/ Patrick McClymont
    
                         Name: Patrick McClymont
                         Title: Chief Financial Officer
                        
                    
BROAD ARROW LICENSES LLC
BROAD ARROW AUCTIONS LLC
BROAD ARROW CAPITAL LLC
BROAD ARROW PRIVATE SALES LLC


Each By: BROAD ARROW GROUP, INC., its Sole Member

     By: /s/ Patrick McClymont
                              Name: Patrick McClymont
                             Title: Chief Financial Officer


Signature Page to Consent and Agreement to
Hagerty Ninth Amendment to Credit Agreement
EX-31.1 4 hgty-2023x09x30xex311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, McKeel O Hagerty, certify that:


1.    I have reviewed this quarterly report on Form 10-Q of Hagerty, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b)    (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: November 8, 2023
By: /s/ McKeel O Hagerty
McKeel O Hagerty
Chief Executive Officer
(Principal Executive Officer)

EX-31.2 5 hgty-2023x09x30xex312.htm EX-31.2 Document

Exhibit 31.2



CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick McClymont, certify that:


1.    I have reviewed this quarterly report on Form 10-Q of Hagerty, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b)    (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 8, 2023
By: /s/ Patrick McClymont
Patrick McClymont
Chief Financial Officer
(Principal Financial Officer)

EX-32.1 6 hgty-2023x09x30xex321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hagerty, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, McKeel O Hagerty, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:


1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 8, 2023
By: /s/ McKeel O Hagerty
McKeel O Hagerty
Chief Executive Officer
(Principal Executive Officer)

EX-32.2 7 hgty-2023x09x30xex322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hagerty, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Patrick McClymont, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:


1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 8, 2023
By: /s/ Patrick McClymont
Patrick McClymont
Chief Financial Officer
(Principal Financial Officer)