Related-Party Transactions | 18 — Related-Party Transactions As of March 31, 2024, 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 3.5 % 50,000,000 59.1 % 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 % THG units 75,000,000 22.0 % — — % Controlling Interest 3,000,000 3.5 % 50,000,000 59.1 % 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 14 — Stockholders' Equity and Note 13 — Convertible Preferred Stock for a description of each equity interest in the table above. State Farm Alliance Agreement Hagerty has a 10-year master alliance agreement with State Farm under which State Farm's customers, through State Farm agents, are able to access Hagerty's 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, which is being recognized as "Commission and fee revenue" within the Condensed Consolidated Statements of Operations over the life of the arrangement. In conjunction with the master alliance agreement, the Company 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 State Farm Classic+ policy is available to new and existing State Farm customers through their agents on a state-by-state basis. Hagerty is paid a commission under the managing general underwriter agreement and ancillary agreements for each policy issued in the State Farm Classic+ program. Additionally, the Company has the opportunity to offer HDC membership to State Farm Classic+ customers which provides Hagerty an additional revenue opportunity. Commission revenue associated with the State Farm Classic+ policies was not material for the three months ended March 31, 2024. Reinsurance Agreement Hagerty Re has a quota share agreement to cede 50% of the risk assumed from a subsidiary of Markel in relation to High-Net-Worth Accounts to Oglesby Reinsurance Company, a wholly owned subsidiary of State Farm. Refer to Note 9 — Reinsurance for additional information on the Company's reinsurance programs. The following tables summarize all balances related to the risk ceded by Hagerty Re to State Farm subsidiaries: March 31, December 31, 2024 2023 Assets: in thousands Commissions receivable $ 2,316 $ 1,963 Deferred acquisition costs, net (1) (4,159) (3,898) Other current assets 12,415 9,268 Total assets $ 10,572 $ 7,333 Liabilities: Accounts payable, accrued expenses and other current liabilities $ 4,454 $ 3,775 Total liabilities $ 4,454 $ 3,775 (1) Represents unearned ceding commission received from State Farm subsidiaries. Three Months Ended March 31, 2024 2023 Revenue: in thousands Earned premium (1) $ (3,953) $ — Expenses: Ceding commission, net (2) $ (2,055) $ — Losses and loss adjustment expenses (3) (2,791) — Total expenses $ (4,846) $ — (1) Represents premiums ceded to State Farm subsidiaries, which are accounted for as a reduction to "Earned premium". (2) Represents commissions from State Farm subsidiaries related to ceded reinsurance, which are accounted for as a reduction to "Ceding commissions, net". (3) Represents loss recoveries associated with reinsurance ceded to State Farm subsidiaries, which are accounted for as a reduction to "Losses and loss adjustment expenses". State Farm Term Loan In September 2023, Hagerty Re entered into an unsecured term loan facility with State Farm in an aggregate principal amount of $25.0 million and an interest rate of 8.0% per annum. The State Farm Term Loan will mature in September 2033. Refer to Note 12 — Long-Term Debt for additional information. Markel Alliance Agreement The Company and Markel have an alliance agreement (the "Markel Alliance Agreement") and associated agency agreement pursuant to which policies sold by Hagerty's U.S. MGAs are underwritten by Essentia Insurance Company ("Essentia") and reinsured with Evanston Insurance Company ("Evanston"), both of which are wholly owned subsidiaries of Markel. The following tables provide information related to Markel-affiliated Due to insurer liabilities and Commission revenue associated with the Markel Alliance Agreement: March 31, December 31, 2024 2023 in thousands (except percentages) Due to insurer $ 91,875 $ 75,922 Percent of total 94 % 95 % Three months ended March 31, 2024 2023 in thousands (except percentages) Commission revenue $ 83,669 $ 71,639 Percent of total 95 % 97 % Reinsurance Agreement For the three months ended March 31, 2024 and 2023, under a quota share agreement with Evanston, Hagerty Re assumed approximately 80% 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%. Refer to Note 9 — Reinsurance for additional information on the Company's reinsurance programs. The following tables summarize all balances related to the Company's reinsurance business with Markel subsidiaries: March 31, December 31, 2024 2023 Assets: in thousands Premiums receivable $ 154,680 $ 134,376 Commissions receivable 562 630 Deferred acquisition costs, net 140,923 141,880 Other current assets 2,435 1,915 Total assets $ 298,600 $ 278,801 Liabilities: Accounts payable, accrued expenses and other current liabilities $ 891 $ 1,553 Losses payable and provision for unpaid losses and loss adjustment expenses 194,947 189,520 Commissions payable 70,050 107,286 Unearned premiums 305,258 307,504 Total liabilities $ 571,146 $ 605,863 Three months ended March 31, 2024 2023 Revenue: in thousands Earned premium $ 156,120 $ 113,362 Expenses: Ceding commission, net $ 72,363 $ 53,758 Losses and loss adjustment expenses 65,155 46,655 Total expenses $ 137,518 $ 100,413 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 $470.0 million and $517.2 million as of March 31, 2024 and December 31, 2023, respectively. 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, purchase insurance policies from the Company, receive payments on claims required by the Company's insurance policies, and buy and sell collector cars through Marketplace auctions or in private transactions. |