Hippo Holdings Inc
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
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FY2023 · Filed Mar 6, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31, 2023
OR
| o | 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 001-39711
(Exact name of registrant as specified in its charter)
| Delaware | 32-0662604 |
|---|---|
| (State of incorporation) | (I.R.S. Employer Identification No.) |
| 150 Forest AvenuePalo Alto, California | 94301 |
| (Address of Principal Executive Offices) | (Zip Code) |
(650)294-8463
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.0001 par value per share | HIPO | New York Stock Exchange |
| Warrants to purchase common stock | HIPO.WS | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No x
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 x Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, 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 x Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
| 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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒
The aggregate market value of the Registrant’s Common Stock, $0.0001 par value (the “Common Stock”), held by non-affiliates of the Registrant as of June 30, 2023 was approximately $312 million based upon the closing price reported for such date on The New York Stock Exchange. For purposes of this disclosure, shares of Common Stock held by officers and directors of the Registrant and persons that may be deemed to be affiliates under the Act have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of the Registrant’s Common Stock was 24,310,892 as of February 21, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2023.
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| Cautionary Note Regarding Forward Looking Statements | 3 | |
| PART I | ||
| Item 1. | Business | 7 |
| Item 1A. | Risk Factors | 14 |
| Item 1B. | Unresolved Staff Comments | 55 |
| Item 1C. | Cybersecurity | 55 |
| Item 2. | Properties | 56 |
| Item 3. | Legal Proceedings | 57 |
| Item 4 . | Mine Safety Disclosures | 57 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 58 |
| Item 6. | [Reserved] | 58 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 59 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 79 |
| Item 8. | Financial Statements and Supplementary Data | 80 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 131 |
| Item 9A. | Controls and Procedures | 132 |
| Item 9B. | Other information | 132 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 132 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 133 |
| Item 11. | Executive Compensation | 133 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 133 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 133 |
| Item 14. | Principal Accountant Fees and Services | 133 |
| PART IV | ||
| Item 15. | Exhibit and Financial Statement Schedules | 134 |
| Item 16. | Form 10–K Summary | 137 |
| Signatures | 138 | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K of Hippo Holdings Inc. (“Hippo,” the “Company,” “we,” “us,” and “our”) contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for our future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report on Form 10-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements about:
our future results of operations and financial condition and our ability to attain profitability;
our ability to grow our business and, if such growth occurs, to effectively manage such growth;
customer satisfaction and our ability to attract, retain, and expand our customer base;
our ability to maintain and enhance our brand and reputation;
our business strategy, including our diversified distribution strategy and our plans to expand into new markets and new products;
the effects of seasonal trends on our results of operations;
our expectations about our book of business, including our ability to cross-sell and to attain greater value from each customer;
our ability to compete effectively in our industry;
our ability to maintain reinsurance contracts and our near- and long-term strategies and expectations with respect to cession of insurance risk;
our ability to utilize our proprietary technology;
our ability to underwrite risks accurately and charge profitable rates;
our ability to leverage our data, technology and geographic diversity to help manage risk;
our ability to protect our intellectual property;
our ability to expand our product offerings or improve existing ones;
our ability to attract and retain personnel, including our officers and key employees;
potential harm caused by misappropriation of our data and compromises in cybersecurity;
potential harm caused by changes in internet search engines’ methodologies;
our expected use of cash on our balance sheet, our future capital needs and our ability to raise additional capital;
fluctuations in our results of operations and operating metrics;
our ability to receive, process, store, use and share data, and compliance with laws and regulations related to data privacy and data security;
our ability to stay in compliance with laws and regulations that currently apply, or become applicable, to our business both in the United States and internationally;
our inability to predict the lasting impacts of COVID-19 to our business in particular, and the global economy generally;
our public securities’ liquidity and trading; and
other factors detailed in the section titled “Risk Factors” in this Annual Report on Form 10-K.
These forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.
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