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0001840776false00018407762024-03-122024-03-120001840776us-gaap:CommonClassAMember2024-03-122024-03-120001840776hgty:HGTYWarrantsEachWholeWarrantExercisePriceof1150PerShareMemberMember2024-03-122024-03-12

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

March 12, 2024
Date of Report (date of earliest event reported)

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

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

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

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

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

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

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

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

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

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

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




ITEM 2.02     Results of Operations and Financial Condition

On March 12, 2024, Hagerty, Inc. (the "Company") announced its financial results for the fiscal quarter and year ended December 31, 2023 by issuing a letter to its stockholders and a press release. The Company will also be holding a conference call on March 12, 2024 to discuss its financial results for the year ended December 31, 2023. The full text of the Company's letter to its stockholders and press release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

ITEM 7.01    Regulation FD Disclosure

On March 12, 2024, the Company posted to the investor relations page of its website an investor presentation expected to be used by the Company in connection with certain future presentations to investors and others. A copy of the investor presentation is attached as Exhibit 99.3 to this Current Report on Form 8-K.

The Company uses its investor relations website as a means of disclosing material non-public information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company's investor relations website in addition to following its press releases, SEC filings and public conference calls and webcasts.

The information contained in Item 2.01 and Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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



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


HAGERTY, INC.
/s/ Diana M. Chafey
Date: March 12, 2024
Diana M. Chafey
Chief Legal Officer

EX-99.1 2 a23-q4stockholderletter.htm EX-99.1 a23-q4stockholderletter




HAGERTY Q4 2023 | 2 In 2024, Hagerty will celebrate our 40th year as a company. Along the way, we have enjoyed many significant milestones, but few as big as the transformation we undertook to adopt and implement a more efficient business model, one that allows us to significantly improve our profitability (necessary to reinvest back into our competitive advantages) while maintaining our high rates of growth and excellent brand reputation. This transformation began at the end of 2022 with a sober assessment of how we operate. From 2020- 2022, we grew the business 58%, a very impressive growth rate, but at the cost of our historical margins, so we decided to start from scratch and examine everything – our planning, operations, technology, etc.– all with a goal of adding sustainable profitability to our longstanding growth story. Our team aligned around our 2023 goals and executed well, allowing us to increase our 2023 outlook throughout the year and change the tide of analyst sentiment. My favorite headline was: “Cost cuts, capital raise put specialty insurer Hagerty back on solid footing.” My other favorite was, “AM Best Assigns Credit Ratings to Hagerty Reinsurance Limited.” They gave us an A-, which means “excellent” and, we think, is reflective of Hagerty Re’s strong balance sheet, strong operating performance, neutral business profile and risk management. I am proud of that rating. Most companies struggle to institute the financial discipline necessary to thrive in the public markets, but we have been doing exactly that in 2023 without sacrificing our top-line momentum. Our full year numbers attest Dear Hagerty Stockholders, Members and One Team Hagerty, S T O C K H O L D E R L E T T E R 2023: A Year of Dynamic Change


 
HAGERTY Q4 2023 | 3 to that fact with total revenue growth of 27% on top of last year’s 27% growth. We’ve also seen strong growth in written premiums, which are up 17%. That increase, along with adjacent revenue and profit streams from our buy-sell- finance business (Hagerty Marketplace), our popular membership organization (Hagerty Drivers Club) and our underwriting business, have resulted in a rapidly scaling business. 2024’s trajectory should look a lot like 2023, with another year of double-digit, compounding growth as we increase our share of a very large addressable market with 67 million car enthusiasts, and work toward, and eventually past, prior peak margins. We intend to keep the momentum going by improving customer experience through continuous improvements in our business processes and smart technology investments. This strategy should allow us to further expand our operating margins beyond the 960 bps improvement we delivered in 2023. What’s most satisfying to me about our transformation is the loud-and-clear message it sends to our employees, partners and the financial community: “We did what we said we would do.” To us, that’s nothing new. We have methodically built trust with our members for four decades by delivering on our promises. When we tell people they’re going to have a great time at our automotive events, we make sure that they do. When we tell them that our Valuation Tools are going to help them transact their vehicle at an appropriate price, we’ve always backed it up with rich, meaningful data. And when we tell them that they can trust our live and digital car auctions, people know it’s true because we’ve long since built a track record of trust with them. The synergy that exists between promises made and promises fulfilled fuels our growth. Our insurance customers – happy with our performance and charmed by our incredible Member Service Center experts, who know cars and talk to members the way they would like to be talked to if they were calling in about a claim - often choose to join our Club. And go to our events. And consume our top-quality automotive media content. And buy and sell cars at our auctions nationwide. And once someone buys a car, guess what: they often want to insure it with us. It’s a virtuous cycle. Our vision is to not only protect people’s pride and joy, but make it easier to buy, sell and enjoy the vehicles that are at the heart of what we do. As always, thank you for being on this long, wonderful road trip with us. Onward and upward! McKeel Hagerty CEO, Hagerty


 




EX-99.2 3 pressreleaseq42023.htm EX-99.2 Document
hagerty2a.jpg
For Immediate Release

Hagerty Reports 2023 Results
Expects Strong Growth and Margin Expansion to Continue in 2024

•Fourth quarter 2023 Total Revenue increased 24% to $245.0 million, and full year 2023 Total Revenue increased 27% to $1.0 billion compared to the prior year periods.
•Fourth quarter 2023 Written Premium increased 19% to $192.9 million, and full year 2023 Written Premium increased 17% to $907.2 million compared to the prior year periods.
•Fourth quarter 2023 operating margin expanded by 1550 bps and full year 2023 operating margin increased by 960 bps compared to the prior year periods.
•Fourth quarter 2023 Net Income of $9.0 million, an increase of $41.3 million, and full year 2023 Net Income of $28.2 million, an increase of $25.8 million compared to the prior year periods.
•Fourth quarter 2023 Adjusted EBITDA (a non-GAAP measure) of $9.7 million, an increase of $11.7 million, and full year 2023 Adjusted EBITDA of $88.2 million, an increase of $90.1 million compared to the prior year periods.
•Increased Policies in Force Retention to 88.7% as of December 31, 2023 from 88.0% as of December 31, 2022 and achieved insurance Net Promoter Score of 82.
•Hagerty Reinsurance Limited was assigned a Financial Strength Rating of A- (Excellent) by AM Best
•Shared 2024 Outlook for 15-17% Total Revenue growth, 116-148% Net Income growth and 41-53% Adjusted EBITDA growth

TRAVERSE CITY, Mich., March 12, 2024 /PRNewswire/ – Hagerty, Inc. (NYSE: HGTY), an automotive enthusiast brand and leading specialty vehicle insurance provider, announced today financial results for the three months and year ended December 31, 2023.
“2023 was an excellent year at Hagerty as we successfully executed on our 2023 priorities and delivered results that consistently exceeded expectations. For the full year, we grew total revenue 27% and surpassed $1 billion in revenue for the first time. We also significantly improved our profitability, delivering a year-over-year improvement in Net Income of $26 million and Adjusted EBITDA of $90 million. Operating margins expanded 960 basis points, powered by operational efficiencies, cost discipline, and the benefits of increasing scale as we deliver high rates of compounding growth,” said McKeel Hagerty, Chief Executive Officer of Hagerty.

“Our momentum has carried over into 2024 which we expect to be another year of excellent results. We anticipate growth in total revenue of 15-17%, net income of 116-148%, and Adjusted EBITDA of 41-53%,” continued Mr. Hagerty. “Utilizing our improved profitability and cash flow, we are maintaining our investment posture in technology and expanded offerings that will drive growth and further improve an already great, and highly differentiated value proposition for Hagerty’s customers.”

Mr. Hagerty added, “As we enter our 40th year in business, Hagerty is just beginning what we believe will be a multi-year period of sustained revenue growth and strong flow-through to the bottom line. I couldn’t be prouder of One Team Hagerty’s work as they fuel the passion for driving and car culture by helping car enthusiasts protect, buy and sell, and enjoy their special vehicles." YEAR ENDED 2023 FINANCIAL HIGHLIGHTS


1

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•Fourth quarter 2023 Total Revenue increased 24% to $245.0 million and full year 2023 Total Revenue increased 27% to $1.0 billion compared to the prior year periods.
•Fourth quarter 2023 Written Premium increased 19% to $192.9 million, and full year 2023 Written Premium increased 17% to $907.2 million compared to the prior year periods.
•Fourth quarter 2023 Commission and fee revenue increased 22% to $77.5 million, and full year 2023 Commission and fee revenue increased 19% to $365.5 million compared to the prior year periods.
•Policies in Force Retention was 88.7% as of December 31, 2023 compared to 88.0% as of December 31, 2022 and total insured vehicles increased 6% year-over-year to 2.4 million.
•Fourth quarter 2023 Loss Ratio was 41.5% compared to 41.2% in the prior year period. Full year 2023 Loss Ratio was 41.5% compared to 45.3% in the prior year period. The year-over-year improvement was due in part to better underwriting results in the current year. In addition, prior year results included $10.0 million of catastrophe losses related to Hurricane Ian.
•Fourth quarter 2023 Earned Premium increased 31% to $147.4 million, and full year 2023 Earned premium increased 32% to $531.9 million compared to the prior year periods.
•Earned Premium growth was driven by the strong Written Premium growth as well as the increased quota share to approximately 80% compared to 70% in the prior year period.
•AM Best assigned a financial strength rating of A- (Excellent) to Hagerty Reinsurance Limited.
•Fourth quarter 2023 Membership, Marketplace and other revenue decreased 3% to $20.1 million, and full year 2023 Membership, Marketplace and other revenue increased 33% to $102.8 million compared to the prior year periods.
•Fourth quarter 2023 Marketplace revenue decreased 34% to $3.7 million compared to the prior year period that included a live auction, and full year 2023 Marketplace revenue increased 109% to $28.6 million compared to the prior year period.
•Fourth quarter 2023 Membership revenue increased 4% to $12.9 million, and full year 2023 Membership revenue increased 16% to $52.5 million compared to the prior year periods.
◦Hagerty Drivers Club (HDC) paid members increased 8% to approximately 815,000 compared to the prior year period.
•Fourth quarter 2023 Operating Loss of $6.5 million compared to a Loss of $35.7 million in the prior year period, and full year 2023 Operating Income of $10.4 million compared to a Loss of $67.6 million in the prior year period.
•Fourth quarter 2023 operating margin expanded by 1550 bps and full year 2023 operating margin increased by 960 bps compared to the prior year periods.
•Full year 2023 depreciation and amortization was $45.8 million compared to $33.9 million in the prior year period. The increase was driven by a higher base of capital assets related to the digital platform which increased the expense by $5.8 million, as well as the $4.3 million impairment of media content assets.
•Full year 2023 and 2022 results include restructuring charges of $8.8 million and $18.3 million, respectively, primarily associated with a reduction in force, reduced hiring plans and cost containment initiatives.
•Full year 2023 results include losses and impairments of $4.0 million related to the termination of the Hagerty Garage + Social joint venture and the sale of DriveShare.
•Fourth quarter 2023 Net Income of $9.0 million compared to a Loss of $32.2 million in the prior year period, and full year 2023 Net Income of $28.2 million compared to $2.4 million in the prior year period.
•Full year 2023 Net Income includes a $19.5 million increase in interest income due to higher rates and better investments, as well as the impacts from the change in fair value of warrant liabilities, the restructuring charges, revaluation gain on previously held equity method investment, and the impairment of media content assets.
2

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•Fourth quarter 2023 Adjusted EBITDA (a non-GAAP measure) of $9.7 million compared to $(2.0) million in the prior year period, and full year 2023 Adjusted EBITDA of $88.2 million compared to $(1.9) million in the prior year period.
•Fourth quarter 2023 Basic Earnings per Share was $0.14 and Diluted Earnings per Share was $0.03, and full year 2023 Basic Earnings per Share was $0.19 and Diluted Earnings per Share was $0.09.
•Fourth quarter 2023 Adjusted EPS (a non-GAAP measure) was $(0.01), and full year 2023 Adjusted EPS was $0.04.

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



2024 OUTLOOK — GROWTH AND PROFITABILITY
Despite the uncertain macro environment and challenging dynamics for the insurance industry with heightened inflationary pressures, we expect 2024 to be another year of strong top-line growth and margin expansion for Hagerty as the company’s performance based culture powers great results for stakeholders. We remain focused on growing our Insurance, Membership and Marketplace businesses, positioning Hagerty to deliver compounding profit growth over the coming years and fund our purpose to save driving and fuel car culture for future generations.

•Key 2024 business priorities include:
◦Further improve loyalty to drive renewals and referrals
◦Enhance member experience in a cost effective and efficient way
◦Build Hagerty Marketplace into the most trusted and preferred place to buy, sell, and finance collector cars
◦Expand insurance offerings, particularly in the post 1980s collectible space

•For full year 2024, the company expects to deliver:

◦Written Premium growth of 13-14%
◦Total Revenue growth of 15-17%
◦Net Income growth of 116-148%
◦Adjusted EBITDA growth of 41-53%
2024 Outlook 2024 Growth
in thousands 2023 Results Low End High End Low End High End
Total Written Premium $907,175 $1,025,000 $1,034,000 13% 14%
Total Revenue $1,000,213 $1,150,000 $1,170,000 15% 17%
Net Income (1)
$28,179 $61,000 $70,000 116% 148%
Adjusted EBITDA $88,162 $124,000 $135,000 41% 53%
(1)    Net income range assumes no impact from warrants.




3


Conference Call Details
Hagerty will hold a conference call to discuss the financial results today at 10:00 am Eastern Time. A webcast of the conference call, including the Company's Investor Presentation highlighting fourth quarter and full year 2023 financial results, will be available on Hagerty’s investor relations website at investor.hagerty.com. The dial-in for the conference call is (877) 423-9813 (toll-free) or (201) 689-8573 (international). Please dial the number 10 minutes prior to the scheduled start time.

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

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

A number of factors could cause actual results or outcomes to differ materially from those indicated by these forward-looking statements. These factors include, among other things, Hagerty’s ability to: (i) compete effectively within its industry and attract and retain members; (ii) maintain key strategic relationships with its insurance distribution and underwriting carrier partners; (iii) prevent, monitor and detect fraudulent activity; (iv) manage risks associated with disruptions, interruptions, outages with its technology platforms or third-party services; (v) accelerate the adoption of Hagerty’s membership products as well as any new insurance programs and products; (vi) manage the cyclical nature of the insurance business including through any periods of recession, economic downturn or inflation; (vii) address unexpected increases in the frequency or severity of claims; (viii) comply with the numerous laws and regulations applicable to Hagerty’s business, including state, federal and foreign laws relating to insurance and rate increases, privacy, the internet and accounting matters; (ix) manage risks associated with being a controlled company; (x) successfully defend any litigation, government inquiries and investigations, and (xi) other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission (the "SEC") by Hagerty.

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

About Hagerty, Inc. (NYSE: HGTY)

Hagerty is an automotive enthusiast brand committed to saving driving and fueling car culture for future generations. The company is a leading provider of specialty vehicle insurance, expert car valuation data and insights, live and digital car auction services, immersive events and automotive entertainment custom made for the 67 million Americans who self-describe as car enthusiasts. Hagerty also operates in Canada and the U.K. and is home to Hagerty Drivers Club, a community of over 800,000 who can’t get enough of cars. As a purpose-driven organization, Hagerty Impact aims to be a catalyst for positive change across the issues that matter most to our teams, our members, the broader automotive community, our shareholders and the planet at large. For more information, please visit www.hagerty.com or connect with us on Facebook, Instagram, Twitter and LinkedIn.

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

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

Category: Financial

Source: Hagerty
4


Hagerty, Inc.
Consolidated Statements of Operations (Unaudited)

Three months ended December 31,
2023 2022 $ Change % Change
REVENUE: in thousands (except percentages and per share amounts)
Commission and fee revenue $ 77,540  $ 63,814  $ 13,726  21.5  %
Earned premium 147,368  112,342  35,026  31.2  %
Membership, marketplace and other revenue 20,135  20,847  (712) (3.4) %
Total revenue 245,043  197,003  48,040  24.4  %
OPERATING EXPENSES:
Salaries and benefits 56,774  49,675  7,099  14.3  %
Ceding commission, net 70,617  53,102  17,515  33.0  %
Losses and loss adjustment expenses 61,197  46,258  14,939  32.3  %
Sales expense 31,587  30,792  795  2.6  %
General and administrative services 20,569  25,028  (4,459) (17.8) %
Depreciation and amortization 10,916  9,550  1,366  14.3  %
Restructuring, impairment and related charges, net (45) 18,324  (18,369) (100.2) %
Losses and impairments related to divestitures (99) —  (99) (100.0) %
Total operating expenses 251,516  232,729  18,787  8.1  %
OPERATING INCOME (LOSS) (6,473) (35,726) 29,253  81.9  %
Change in fair value of warrant liabilities 12,962  4,030  8,932  221.6  %
Interest and other income (expense) 7,144  2,403  4,741  197.3  %
INCOME (LOSS) BEFORE INCOME TAX EXPENSE 13,633  (29,293) 42,926  146.5  %
Income tax expense (4,591) (2,940) (1,651) 56.2  %
NET INCOME (LOSS) 9,042  (32,233) 41,275  128.1  %
Net (income) loss attributable to non-controlling interest 5,529  27,626  (22,097) (80.0) %
Accretion of Series A Convertible Preferred Stock (1,839) —  (1,839) 100.0  %
NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS $ 12,732  $ (4,607) $ 17,339  N/M
Earnings (loss) per share of Class A Common Stock:
Basic $ 0.14  $ (0.06)
Diluted $ 0.03  $ (0.06)
Weighted-average shares of Class A Common Stock outstanding:
Basic 84,588  83,203 
Diluted 347,455  83,203 
N/M = Not meaningful
5


Hagerty, Inc.
Consolidated Statements of Operations

Year Ended December 31,
2023 2022 $ Change % Change
REVENUE: in thousands (except percentages and per share amounts)
Commission and fee revenue $ 365,512  $ 307,238  $ 58,274  19.0  %
Earned premium 531,866  403,061  128,805  32.0  %
Membership, marketplace and other revenue 102,835  77,289  25,546  33.1  %
Total revenue 1,000,213  787,588  212,625  27.0  %
OPERATING EXPENSES:
Salaries and benefits 216,896  199,542  17,354  8.7  %
Ceding commission, net 251,805  191,150  60,655  31.7  %
Losses and loss adjustment expenses 220,658  182,402  38,256  21.0  %
Sales expense 156,378  140,781  15,597  11.1  %
General and administrative services 85,434  89,068  (3,634) (4.1) %
Depreciation and amortization 45,809  33,887  11,922  35.2  %
Restructuring, impairment and related charges, net 8,812  18,324  (9,512) (51.9) %
Losses and impairments related to divestitures 4,013  —  4,013  100.0  %
Total operating expenses 989,805  855,154  134,651  15.7  %
OPERATING INCOME (LOSS) 10,408  (67,566) 77,974  115.4  %
Change in fair value of warrant liabilities 11,543  41,899  (30,356) (72.5) %
Revaluation gain on previously held equity method investment —  34,735  (34,735) (100.0) %
Interest and other income (expense) 22,821  2,028  20,793  N/M
INCOME BEFORE INCOME TAX EXPENSE 44,772  11,096  33,676  N/M
Income tax expense (16,593) (7,017) (9,576) (136.5) %
Loss from equity method investment, net of tax —  (1,676) 1,676  100.0  %
NET INCOME 28,179  2,403  25,776  N/M
Net (income) loss attributable to non-controlling interest (7,948) 29,675  (37,623) (126.8) %
Accretion of Series A Convertible Preferred Stock (3,677) —  (3,677) 100.0  %
NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS $ 16,554  $ 32,078  $ (15,524) (48.4) %
Earnings (loss) per share of Class A Common Stock:
Basic $ 0.19  $ 0.39 
Diluted $ 0.09  $ (0.07)
Weighted-average shares of Class A Common Stock outstanding:
Basic 84,180  82,728 
Diluted 340,323  336,147 
N/M = Not meaningful
6


Hagerty, Inc.
Consolidated Balance Sheets
December 31,
2023 2022
ASSETS in thousands (except share amounts)
Current Assets:
Cash and cash equivalents $ 108,326  $ 95,172 
Restricted cash and cash equivalents 615,950  444,019 
Accounts receivable 71,530  58,255 
Premiums receivable 137,525  100,700 
Commissions receivable 79,115  60,151 
Notes receivable 35,896  25,493 
Deferred acquisition costs, net 141,637  107,342 
Other current assets 60,239  45,651 
Total current assets 1,250,218  936,783 
Notes receivable 17,018  11,934 
Property and equipment, net 20,764  25,256 
Lease right-of-use assets 50,515  82,398 
Intangible assets, net 91,924  104,024 
Goodwill 114,214  115,041 
Other long-term assets 43,559  37,082 
TOTAL ASSETS $ 1,588,212  $ 1,312,518 
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities $ 87,175  $ 77,049 
Losses payable 62,001  55,516 
Provision for unpaid losses and loss adjustment expenses 136,507  111,741 
Commissions payable 108,739  77,075 
Due to insurers 79,815  68,171 
Advanced premiums 20,471  17,084 
Unearned premiums 317,275  235,462 
Contract liabilities 30,316  25,257 
Total current liabilities 842,299  667,355 
Long-term lease liabilities 50,459  80,772 
Long-term debt, net 130,680  108,280 
Warrant liabilities 34,018  45,561 
Deferred tax liability 15,937  12,850 
Contract liabilities 17,335  19,169 
Other long-term liabilities 4,139  11,162 
TOTAL LIABILITIES 1,094,867  945,149 
Commitments and Contingencies —  — 
TEMPORARY EQUITY (1)
Preferred stock, $0.0001 par value (20,000,000 shares authorized, 8,483,561 Series A Convertible Preferred Stock issued and outstanding as of December 31, 2023 and no shares issued and outstanding as of December 31, 2022) 82,836  — 
STOCKHOLDERS' EQUITY
Class A Common Stock, $0.0001 par value (500,000,000 shares authorized, 84,588,536 and 83,202,969 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively)
Class V Common Stock, $0.0001 par value (300,000,000 authorized, 251,033,906 shares issued and outstanding as of December 31, 2023 and December 31, 2022) 25  25 
Additional paid-in capital 561,754  549,034 
Accumulated earnings (deficit) (468,995) (489,602)
Accumulated other comprehensive income (loss) (88) (213)
Total stockholders' equity 92,704  59,252 
Non-controlling interest 317,805  308,117 
Total equity 410,509  367,369 
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY $ 1,588,212  $ 1,312,518 
(1) The Series A Convertible Preferred Stock is recorded within Temporary Equity because it has equity conversion and cash redemption features.
7


Hagerty, Inc.
Consolidated Statements of Cash Flows

Year Ended December 31,
2023 2022
OPERATING ACTIVITIES: in thousands
Net income $ 28,179  $ 2,403 
Adjustments to reconcile net income to net cash from operating activities:
Change in fair value of warrant liabilities (11,543) (41,899)
Loss on equity method investment —  1,676 
Revaluation gain on previously held equity method investment —  (34,735)
Depreciation and amortization 45,809  33,887 
Provision for deferred taxes 2,921  2,973 
Impairment of operating lease right-of-use assets 1,147  4,698 
Loss on disposals of equipment, software and other assets 1,894  4,316 
Losses and impairments related to divestitures 2,827  — 
Share-based compensation expense 18,017  12,129 
Non-cash lease expense 11,681  10,875 
Other (1,459) 533 
Changes in operating assets and liabilities:
Accounts, premiums and commission receivable (69,879) (52,036)
Deferred acquisition costs (34,295) (25,807)
Losses payable 6,485  21,034 
Provision for unpaid losses and loss adjustment expenses 24,766  36,872 
Commissions payable 31,664  16,472 
Due to insurers 11,510  10,427 
Advanced premiums 3,370  3,259 
Unearned premiums 81,813  60,263 
Operating lease liabilities (11,243) (9,779)
Other assets and liabilities, net (9,958) (2,233)
Net Cash Provided by Operating Activities 133,706  55,328 
INVESTING ACTIVITIES:
Capital expenditures (26,403) (44,375)
Acquisitions, net of cash acquired (8,683) (15,404)
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 (24,939) (6,123)
Collection of notes receivable 10,357  370 
Purchase of fixed income securities (10,568) (4,234)
Maturities of fixed income securities 7,468  1,216 
Other investing activities 121  (721)
Net Cash Used in Investing Activities (52,647) (91,521)
FINANCING ACTIVITIES:
Payments on long-term debt (139,850) (122,500)
Proceeds from long-term debt, net of issuance costs 161,547  94,367 
Proceeds from issuance of preferred stock, net of issuance costs 79,159  — 
Contribution from non-controlling interest 779  1,700 
Payment of capitalized transaction costs —  (1,651)
Proceeds from issuance of common stock under employee stock purchase plan 1,526  — 
Net Cash Provided by (Used in) Financing Activities 103,161  (28,084)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents 865  (504)
Change in cash and cash equivalents and restricted cash and cash equivalents 185,085  (64,781)
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 $ 724,276  $ 539,191 
8


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

Key Performance Indicators

The tables below present a summary of our Key Performance Indicators, which include 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 Consolidated Financial Statements prepared in accordance with GAAP.

Three months ended
December 31,
Year Ended
December 31,
2023 2022 2023 2022
Operational Metrics
Total Written Premium (in thousands)
$ 192,861  $ 162,041  $ 907,175  $ 776,664 
Loss Ratio 41.5  % 41.2  % 41.5  % 45.3  %
New Business Count — Insurance
52,793  43,523  254,386 234,520 
GAAP Measures
Total Revenue (in thousands)
$ 245,043  $ 197,003  $ 1,000,213  $ 787,588 
Operating Income (Loss) (in thousands)
$ (6,473) $ (35,726) $ 10,408  $ (67,566)
Net Income (Loss) (in thousands)
$ 9,042  $ (32,233) $ 28,179  $ 2,403 
Basic Earnings (Loss) Per Share $ 0.14  $ (0.06) $ 0.19  $ 0.39 
Diluted Earnings (Loss) Per Share $ 0.03  $ (0.06) $ 0.09  $ (0.07)
Non-GAAP Financial Measures
Adjusted EBITDA (in thousands)
$ 9,713  $ (2,036) $ 88,162  $ (1,940)
Adjusted Earnings (Loss) Per Share $ (0.01) $ (0.10) $ 0.04  $ (0.20)

December 31,
2023 2022
Operational Metrics
Policies in Force 1,401,037  1,315,977 
Policies in Force Retention 88.7  % 88.0  %
Vehicles in Force 2,378,883  2,234,461 
HDC Paid Member Count 815,007  752,754 
Net Promoter Score (NPS) 82  83 

Non-GAAP Financial Measures

Adjusted EBITDA

We define Adjusted EBITDA as consolidated Net income excluding interest and other income (expense), income tax expense, and depreciation and amortization, adjusted to exclude (i) changes in the fair value of our 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) the revaluation gain on a 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.

9


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 Consolidated Financial Statements as indicators of financial performance. Hagerty's definition of Adjusted EBITDA may be different than similarly titled measures used by 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
December 31,
Year Ended
December 31,
2023 2022 2023 2022
in thousands
Net income (loss) $ 9,042  $ (32,233) $ 28,179  $ 2,403 
Interest and other income (7,144) (2,403) (22,821) (2,028)
Income tax expense 4,591  2,940  16,593  7,017 
Depreciation and amortization 10,916  9,550  45,809  33,887 
EBITDA 17,405  (22,146) 67,760  41,279 
Restructuring, impairment and related charges, net (45) 18,324  8,812  18,324 
Change in fair value of warrant liabilities (12,962) (4,030) (11,543) (41,899)
Share-based compensation expense 4,860  3,964  17,729  12,129 
Losses and impairments related to divestitures (99) —  4,013  — 
Revaluation gain previously held equity method investment —  —  —  (34,735)
Net loss from asset disposals —  1,970  —  1,970 
Other unusual items (1)
554  (118) 1,391  992 
Adjusted EBITDA $ 9,713  $ (2,036) $ 88,162  $ (1,940)
(1)    Other unusual items primarily includes certain legal settlement expenses (net) recognized in the three months ended and year ended December 31, 2023 and 2022, as well as certain non-restructuring severance expenses recognized in the year ended December 31, 2022.

The following table reconciles Adjusted EBITDA for the year ended December 31, 2024 Outlook to the most directly comparable GAAP measure, which is Net income (loss):

2024 Low 2024 High
in thousands
Net income $ 61,000  $ 70,000 
Interest and other (income) expense (18,000) (18,000)
Income tax (benefit) expense 17,250  19,250 
Depreciation and amortization 46,000  46,000 
Change in fair value of warrant liabilities —  — 
Share-based compensation expense 17,750  17,750 
Adjusted EBITDA $ 124,000  $ 135,000 

Adjusted EPS

We define Adjusted Earnings (Loss) Per Share ("Adjusted EPS") as consolidated Net income (loss), less changes in the fair value of our warrant liabilities and, when applicable, the revaluation gain on a 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 units of The Hagerty Group; (iii) all unexercised warrants; (iv) all unissued share-based compensation awards; and (v) all issued and outstanding shares of our Series A Convertible Preferred Stock on an as-converted basis.

10


The most directly comparable GAAP measure to Adjusted EPS 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.

11


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

Three months ended
December 31,
Year Ended
December 31,
2023 2022 2023 2022
in thousands (except per share amounts)
Numerator:
Net income (loss) available to Class A Common Stockholders (1)
$ 11,786  $ (4,607) $ 15,881  $ 32,078 
Undistributed earnings allocated to Series A Convertible Preferred Stock 946  —  673  — 
Accretion of Series A Convertible Preferred Stock 1,839  —  3,677  — 
Net income (loss) attributable to non-controlling interest (5,529) (27,626) 7,948  (29,675)
Consolidated net income (loss) 9,042  (32,233) 28,179  2,403 
Change in fair value of warrant liabilities (12,962) (4,030) (11,543) (41,899)
Revaluation gain on previously held equity method investment —  —  —  (34,735)
Adjusted consolidated net income (loss) (2)
$ (3,920) $ (36,263) $ 16,636  $ (74,231)
Denominator:
Weighted average shares of Class A Common Stock outstanding — basic(1)
84,588  83,203  84,180  82,728 
Total potentially dilutive securities outstanding:
Conversion of non-controlling interest units of The Hagerty Group 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 8,385  6,902  8,385  6,902 
Total warrants outstanding 19,484  19,484  19,484  19,484 
Potentially dilutive shares outstanding 290,153  282,144  290,153  282,144 
Fully dilutive shares outstanding (2)
374,741  365,347  374,333  364,872 
Basic EPS (1)
$ 0.14  $ (0.06) $ 0.19  $ 0.39 
Adjusted EPS (2)
$ (0.01) $ (0.10) $ 0.04  $ (0.20)
(1)    Numerator and Denominator of the GAAP measure Basic EPS
(2)    Numerator and Denominator of the non-GAAP measure Adjusted EPS
12
EX-99.3 4 a23-q4xinvestorxdeck.htm EX-99.3 a23-q4xinvestorxdeck




This presentation contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. These forward-looking statements reflect our current expectations and projections with respect to our expected future business and financial performance, including, among other things: (i) expected operating results, such as revenue growth and financial position; (ii) changes in the market for our products and services; (iii) our plans to expand market share, including planned investments and partnerships; (iv) anticipated business objectives; and (v) the strength of our business model. These statements may be preceded by, followed by, or include the words “anticipate,” “believe,” “envision,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “outlook,” “plan,” “potential,” “project,” “seek,” “target,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning. A number of factors could cause actual results or outcomes to differ materially from those indicated by these forward-looking statements. These factors include, among other things, our ability to: (i) compete effectively within our industry and attract and retain members; (ii) maintain key strategic relationships with our insurance distribution and underwriting carrier partners; (iii) prevent, monitor and detect fraudulent activity; (iv) manage risks associated with disruptions, interruptions, outages or other issues with our technology platforms or our (vi) manage the cyclical nature of the insurance business, including through any periods of recession, economic downturn or inflation; (vii) address unexpected increases in the frequency or severity of claims; (viii) 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; (ix) manage risks associated with being a controlled company; and (x) successfully defend any litigation, government inquiries and investigations. The forward-looking statements herein represent our judgment as of the date of this release and we disclaim any intent or obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise. This presentation should be read in conjunction with the information included in our filings with the SEC and press releases. Understanding the information contained in these filings is important in order to fully understand our reported financial results and our business outlook for future periods. In addition, this presentation contains certain “non-GAAP financial measures”. The non-GAAP measures are presented for supplemental informational purposes only. These financial measures are not recognized measures under GAAP and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Reconciliations to the most directly comparable financial measure calculated and presented in accordance with GAAP are provided in the appendix to this presentation.


 
* Hagerty shared the initial 2023 Outlook on the fourth quarter 2022 earnings call on March 14, 2023. 1 See Appendix for additional information regarding this non-GAAP financial measure. 2023 OUTLOOK (AS OF 3/14/2023)* 2023 RESULTS Total Revenue Growth 22% - 26% +27% Written Premium growth 11% - 13% +17% Deliver an unmatched Marketplace experience na +109% Drive Membership revenue na +16% Significantly improve profitability: Net Income $(20)M - $0M $28M Adjusted EBITDA1 $40M - $60M $88M


 
Total Revenue growth of 27% Commission and Fee growth of 19% Written Premium growth of 17% » Launched State Farm partnership in four states » Added 254,000 new customers » Received financial strength rating of A- (Excellent) from AM Best Marketplace growth of 109% Significantly improved profitability » Improved operating margin by 960 bps » Net Income1 of $28 million compared to $2 million » Adjusted EBITDA2 of $88 million compared to $(2) million 1 Net Income in the prior year period included a $35 million revaluation gain and a $42 million change in fair value of warrant liabilities. 2 See Appendix for additional information regarding this non-GAAP financial measure.


 
» Hagerty Marketplace was created by a proven leadership team to help consumers buy, sell, and finance collector cars. » Provide an unmatched online and live Marketplace experience for consumers by serving as the trusted brand for auto enthusiasts, offering certification services, title and escrow, financing options and other high-value services that differentiate our product from competitors. » Large and growing market opportunity with over 300,000 cars transacting for ~$14 billion through Hagerty’s insurance book during 2023. » During 2023, Marketplace delivered $29 million in revenue from live auctions, time-based online auctions, brokered private sales, as well as financing. » Entered into revolving credit agreement with an aggregate borrowing capacity of $75 million for asset- based lending program. » Other material opportunities include insurance sales and Hagerty Drivers Club (HDC) memberships.


 
» Began activating State Farm agents to offer State Farm Classic+ policies and Hagerty Drivers Club in four initial states in September of 2023 » 480,000+ existing collector car policies plus HDC enrollment possible on new insurance policies sold by State Farm’s ~19,000 agents » State Farm aligned in the success of the 10-year commercial partnership with an initial $500 million investment in Hagerty in 2021 as well as an additional $50 million investment in June of 2023 and $25 million long-term financing for Hagerty Re


 
Key 2024 business priorities include: » Further improve loyalty to drive renewals and referrals » Enhance member experience in a cost effective and efficient way » Build Hagerty Marketplace into the most trusted and preferred place to buy, sell and finance collector cars » Expand insurance offerings, particularly in the post- 1980s collectible space


 
1 See Appendix for additional information regarding this non-GAAP measure.


 
1 Includes base commissions, payment plan fees and contingent underwriting commissions. 2 Currently applies to U.S. and U.K. programs. Generally described as an arrangement where underwriting risk and profit is shared proportionately. Total Revenue Commission + fee revenue (+19%) » Written premium growth of 17% » Policies in Force retention of 89% Membership, marketplace + other revenue (+33%) » Membership revenue growth of 16% » Marketplace revenue growth of 109% » 80% of new insurance customers joined Hagerty Drivers Club (HDC) Earned premium in Hagerty Re (+32%) » Contractual quota share2 increased to ~80% in 2023 2023 Highlights


 
1 Other unusual items primarily includes certain legal settlement expenses (net) recognized in the three months ended and year ended December 31, 2023 and 2022, as well as certain non-restructuring severance expenses recognized in the year ended December 31, 2022. 2 See Appendix for additional information regarding this non-GAAP financial measure. Adjusted EBITDANet Income Adjusted EBITDA IN THOUSANDS Q4 2023 Q4 2022 YTD 2023 YTD 2022 Net income (loss) $9,042 $(32,233) $28,179 $2,403 Interest and other income (7,144) (2,403) (22,821) (2,028) Income tax expense 4,591 2,940 16,593 7,017 Depreciation and amortization 10,916 9,550 45,809 33,887 EBITDA $17,405 $(22,146) $67,760 $41,279 Restructuring, impairment and related charges, net (45) 18,324 8,812 18,324 Change in fair value of warrant liabilities (12,962) (4,030) (11,543) (41,899) Share-based compensation expense 4,860 3,964 17,729 12,129 Losses and impairments related to divestitures (99) — 4,013 — Revaluation gain previously held equity method investment — — — (34,735) Net loss from asset disposals — 1,970 — 1,970 Other unusual items1 554 (118) 1,391 992 Adjusted EBITDA2 $9,713 $(2,036) $88,162 $(1,940)


 
HAGERTY Q4 2023 | 11 IN THOUSANDS 2023 RESULTS 2024 OUTLOOK ($) 2024 OUTLOOK (%) Total Written Premium $907,175 $1,025,000 - $1,034,000 13% - 14% Total Revenue $1,000,213 $1,150,000 - $1,170,000 15% - 17% Net Income1 $28,179 $61,000 - $70,000 116% - 148% Adjusted EBITDA2 $88,162 $124,000 - $135,000 41% - 53%


 




3 See Appendix for additional information regarding these non-GAAP financial measures. 2 Metrics measured as of the end of the period. 1 Hagerty’s full year 2022 loss ratio of 45.3% includes the $10.0 million impact from Hurricane Ian (2.5%) and increased U.S. reserves of $6.5 million (1.6%). Q1 2022 Q2 2022 Q3 2022 Q4 2022 TOTAL 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 TOTAL 2023 Total Written Premium (thousands) $154,790 $237,697 $222,136 $162,041 $776,664 $182,850 $275,895 $255,569 $192,861 $907,175 Loss Ratio1 41.4% 41.0% 56.4% 41.2% 45.3% 41.3% 42.0% 41.1% 41.5% 41.5% New Business Count (Insurance) 47,514 74,922 68,561 43,523 234,520 51,762 80,140 69,691 52,793 254,386 Total Revenue (thousands) $167,811 $206,017 $216,757 $197,003 $787,588 $218,352 $261,244 $275,574 $245,043 $1,000,213 Operating Income (Loss) (thousands) $(13,004) $2,387 $(21,223) $(35,726) $(67,566) $(16,489) $17,253 $16,117 $(6,473) $10,408 Net Income (Loss) (thousands) $15,866 $(5,543) $24,313 $(32,233) $2,403 $(15,025) $15,539 $18,623 $9,042 $28,179 Basic Earnings (Loss) per Share $0.33 ($0.07) $0.18 ($0.06) $0.39 ($0.03) $0.03 $0.04 $0.14 $0.19 Diluted Earnings (Loss) per Share ($0.01) ($0.07) $0.07 ($0.06) $(0.07) ($0.03) $0.03 $0.04 $0.03 $0.09 Adjusted EBITDA3 (thousands) $(5,959) $16,065 $(10,010) $(2,036) $(1,940) $6,705 $34,367 $37,377 $9,713 $88,162 Adjusted Earnings (Loss) per Share3 $0.04 $(0.02) $(0.06) $(0.10) $(0.20) $(0.04) $0.05 $0.05 $(0.01) $0.04 Policies in Force2 1,263,917 1,292,138 1,310,646 1,315,977 1,315,977 1,335,008 1,365,718 1,387,429 1,401,037 1,401,037 Policies in Force Retention2 88.9% 88.2% 88.0% 88.0% 88.0% 87.9% 88.0% 88.2% 88.7% 88.7% Vehicles in Force2 2,121,782 2,174,763 2,215,112 2,234,461 2,234,461 2,275,387 2,319,953 2,356,603 2,378,883 2,378,883 HDC Paid Member Count2 727,010 742,825 749,740 752,754 752,754 767,872 791,895 806,832 815,007 815,007 Net Promoter Score2 82 82 82 83 83 83 83 83 82 82


 
1Hagerty’s full year 2022 loss ratio of 45.3% includes the $10.0 million impact from Hurricane Ian (2.5%) as well as the increased U.S. liability reserves of $6.5 million (1.6%). Recently implemented rate changes expected to drive 2023 loss ratios in line with historical results. Source: Hagerty Internal Data, S&P Global Market Intelligence (2022). Hagerty U.S. Auto Premium Growth vs. Industry Top 100 Hagerty U.S. Auto Loss Performance vs. Industry Top 100 To ta l L os s Pe rfo rm an ce To ta l P er ce nt ag e G ro w th


 
Total U.S. Auto Written Premium U.S. Auto Written Premium Annual Growth


 








Total Revenue 5 YEAR AVERAGE Operating Income 5 YEAR AVERAGE $ IN THOUSANDS Q1 Q2 Q3 Q4 Total 2019 78,479 109,722 111,472 97,601 397,274 2020 106,859 135,462 135,781 121,446 499,548 2021 129,200 167,409 168,086 154,384 619,079 2022 167,811 206,017 216,757 197,003 787,588 2023 218,352 261,244 275,574 245,043 1,000,213 5 Year Average Total Revenue % 21% 27% 27% 25% 100% $ IN THOUSANDS Q1 Q2 Q3 Q4 Total 2019 (5,808) 13,247 9,258 (6,149) 10,548 2020 (4,171) 17,441 12,650 (10,074) 15,846 2021 (5,096) 14,274 1,758 (21,006) (10,070) 2022 (13,004) 2,387 (21,223) (35,726) (67,566) 2023 (16,489) 17,253 16,117 (6,473) 10,408 5 Year Average Operating Income % (34)% 51% 67% 15% 100% (34%) 51% 67% 15% 70% 80% 60% 50% 40% 30% 20% 10% 0 (10%) (20%) (30%) (40%) (50%) Geographic footprint of our North American book creates seasonal differences by quarter for revenue and operating income


 
1 Includes base commissions, payment plan fees and contingent underwriting commissions. Earned premium in Hagerty ReCommission + fee revenue1 Membership, marketplace + other revenue $ IN MILLIONS


 
Adjusted EBITDA We define Adjusted EBITDA as consolidated Net income excluding interest and other income (expense), income tax expense, and depreciation and amortization, adjusted to exclude (i) changes in the fair value of our 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) the revaluation gain on a 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 Consolidated Financial Statements as indicators of financial performance. Hagerty's definition of Adjusted EBITDA may be different than similarly titled measures used by 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. IN THOUSANDS Q4 2023 Q4 2022 FY 2023 FY 2022 Net income $9,042 $(32,233) $28,179 $2,403 Interest and other income (7,144) (2,403) (22,821) (2,028) Income tax expense 4,591 2,940 16,593 7,017 Depreciation and amortization 10,916 9,550 45,809 33,887 EBITDA $17,405 $(22,146) $67,760 $41,279 Restructuring, impairment and related charges, net (45) 18,324 8,812 18,324 Change in fair value of warrant liabilities (12,962) (4,030) (11,543) (41,899) Share-based compensation expense 4,860 3,964 17,729 12,129 Losses and impairments related to divestitures (99) — 4,013 — Revaluation gain previously held equity method investment — — — (34,735) Net loss from asset disposals — 1,970 — 1,970 Other unusual items1 554 (118) 1,391 992 Adjusted EBITDA $9,713 $(2,036) $88,162 $(1,940) 1 Other unusual items primarily includes certain legal settlement expenses (net) recognized in the three months ended and year ended December 31, 2023 and 2022, as well as certain non-restructuring severance expenses recognized in the year ended December 31, 2022.


 
Adjusted EPS 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 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. 1 Numerator and Denominator of the GAAP measure Basic EPS 2 Numerator and Denominator of the non-GAAP measure Adjusted EPS IN THOUSANDS (EXCEPT PER SHARE AMOUNTS) Q4 2023 Q4 2022 FY 2023 FY 2022 Numerator: Net income available to Class A Common Stockholders1 $11,786 $(4,607) $15,881 $32,078 Undistributed earnings allocated to Series A Convertible Preferred Stock 946 — 673 — Accretion of Series A Convertible Preferred Stock 1,839 — 3,677 — Net income (loss) attributable to non-controlling interest (5,529) (27,626) 7,948 (29,675) Consolidated net income 9,042 (32,233) 28,179 2,403 Change in fair value of warrant liabilities (12,962) (4,030) (11,543) (41,899) Revaluation gain on previously held equity method investment — — — (34,735) Adjusted consolidated net income (loss)2 $(3,920) $(36,263) $16,636 $(74,231) Denominator: Weighted-average shares of Class A Common Stock Outstanding - basic1 84,588 83,203 84,180 82,728 Total potentially dilutive shares outstanding: Conversion of non-controlling interest units of The Hagerty Group 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 8,385 6,902 8,385 6,902 Total warrants outstanding 19,484 19,484 19,484 19,484 Potentially dilutive shares outstanding 290,153 282,144 290,153 282,144 Fully dilutive shares outstanding2 374,741 365,347 374,333 364,872 Basic Earnings per Share1 $0.14 $(0.06) $0.19 $0.39 Adjusted Earnings (Loss) per Share2 $(0.01) $(0.10) $0.04 $(0.20) In the third quarter of 2022, we began removing (i) the change in fair value of our warrants and (ii) the revaluation gain on previously held equity method investment from consolidated Net income (loss) for purposes of calculating Adjusted EPS. For comparability, references to prior period non-GAAP measures have been updated to show the effect of removing the change in the fair value of our warrants from Adjusted EPS. We believe this updated presentation of Adjusted EPS enhances investors' understanding of our financial performance from activities occurring in the ordinary course of our business.. We define Adjusted Earnings (Loss) Per Share ("Adjusted EPS") as consolidated Net income (loss), less the change in fair value of our warrants 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 units of The Hagerty Group; (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.


 
Adjusted EBITDA 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 Consolidated Financial Statements as indicators of financial performance. Hagerty's definition of Adjusted EBITDA may be different than similarly titled measures used by 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. IN THOUSANDS 2024 Low 2024 High Net Income $61,000 $70,000 Interest and Other (Income) Expense (18,000) (18,000) Income Tax (Benefit) Expense 17,250 19,250 Depreciation and Amortization 46,000 46,000 Restructuring, Impairment and Related Charges, Net — — Change in Fair Value of Warrant Liabilities — — Share-based Compensation Expense 17,750 17,750 Adjusted EBITDA $124,000 $135,000 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. We define Adjusted EBITDA as consolidated Net income excluding interest and other income (expense), income tax expense, and depreciation and amortization, adjusted to exclude (i) changes in the fair value of our 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) the revaluation gain on a previously held equity method investment; and (vii) certain other unusual items.