• Third quarter 2023 Total Revenue increased 27% to $275.6 million compared to the prior year period and year-to-date 2023 Total Revenue increased 28% to $755.2 million compared to the prior year period
  • Third quarter 2023 Written Premium increased 15% year-over-year to $255.6 million, and year-to-date 2023 Written Premium increased 16% to $714.3 million compared to the prior year period
  • Third quarter 2023 Membership, marketplace and other revenue increased 37% year-over-year to $32.6 million, and year-to-date 2023 Membership, marketplace and other revenue increased 47% to $82.7 million compared to the prior year period
  • Third quarter 2023 Net Income decreased 23% to $18.6 million compared to the prior year period, and year-to-date 2023 Net Income decreased 45% to $19.1 million compared to the prior year period
  • Third quarter 2023 Adjusted EBITDA of $37.4 million, an increase of $47.4 million compared to the prior year period, and year-to-date 2023 Adjusted EBITDA of $78.4 million, an increase of $78.4 million compared to the prior year period

TRAVERSE CITY, Mich., Nov. 8, 2023 /PRNewswire/ -- Hagerty, Inc. (NYSE: HGTY), an automotive lifestyle brand and a leading specialty insurance provider focused on the global automotive enthusiast market, today announced financial results for the three and nine months ended September 30, 2023.

Hagerty (PRNewsfoto/Hagerty)

"We again delivered strong revenue and cash flow growth in our third quarter, with a revenue increase of 27% and operating cash flow growth of 83% to $62 million," said McKeel Hagerty, Chief Executive Officer of Hagerty. "2023 is turning out to be a banner year for Hagerty, with year-to-date revenue growth of 28%, propelled by written premium gains of 16%, earned premium growth of 32%, and membership and marketplace gains of 47%. Our focus on creating a more profitable business has driven dramatically improved margins through operational efficiencies, cost discipline, and economies of scale. Given our sustained business momentum, we now expect to hit the upper end of our prior full year revenue guidance of 23-27% and are once again increasing our 2023 outlook for both net income and Adjusted EBITDA, powered by better-than-expected flow-through to the bottom line."

Mr. Hagerty continued, "Hagerty is at the beginning of what we believe will be a multi-year period of sustained revenue growth and strong incremental margins. I couldn't be prouder of One Team Hagerty's work as they fuel the passion for driving by helping car enthusiasts protect, buy and sell, and enjoy their vehicles."

THIRD QUARTER 2023 FINANCIAL HIGHLIGHTS

  • Third quarter 2023 Total Revenue increased 27% to $275.6 million compared to the prior year period and year-to-date 2023 Total Revenue increased 28% to $755.2 million compared to the prior year period.
  • Third quarter 2023 Written Premium increased 15% to $255.6 million compared to the prior year period, and year-to-date 2023 Written Premium increased 16% to $714.3 million compared to the prior year period.
  • Third quarter 2023 Commission and fee revenue increased 21% to $103.2 million compared to the prior year period, and year-to-date 2023 Commission and fee revenue increased 18% to $288.0 million compared to the prior year period.
    • Policies in Force Retention was 88.2% as of September 30, 2023 compared to 88.0% as of September 30, 2022. Total insured vehicles increased 6% year-over-year to 2.4 million compared to the prior year period.
  • Third quarter 2023 Loss Ratio was 41.1% compared to 56.4% in the prior year period. Year-to-date 2023 Loss Ratio was 41.5% compared to 46.8% 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.
  • Third quarter 2023 Earned premium increased 30% to $139.8 million compared to the prior year period, and year-to-date 2023 Earned premium increased 32% to $384.5 million compared to the prior year period.
    • 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.
  • Third quarter 2023 Membership, marketplace and other revenue increased 37% year-over-year to $32.6 million compared to the prior year period, and year-to-date 2023 Membership, marketplace and other revenue increased 47% to $82.7 million compared to the prior year period.
    • Third quarter 2023 Marketplace revenue increased 87% to $13.0 million compared to the prior year period, and year-to-date 2023 Marketplace revenue increased 210% to $24.9 million compared to the prior year period.
    • Third quarter 2023 Membership revenue increased 22% to $13.8 million compared to the prior year period, and year-to-date 2023 Membership revenue increased 20% to $39.5 million compared to the prior year period.
      • Hagerty Driver's Club (HDC) paid members increased 8% to approximately 807,000 compared to the prior year period.
  • Third quarter 2023 Operating Income of $16.1 million compared to a Loss of $(21.2) million in the prior year period, and year-to-date 2023 Operating Income of $16.9 million compared to a Loss of $(31.8) million in the prior year period.
    • Year-to-date 2023 results include restructuring charges of $8.9 million primarily associated with a reduction in force, reduced hiring plans and cost containment initiatives.
    • Year-to-date 2023 results includes losses and impairments of $4.1 million related to the termination of the Garage + Social joint venture and the sale of DriveShare.
    • Year-to-date 2023 depreciation and amortization was $34.9 million compared to $24.3 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 $4.8 million, as well as the $4.3 million impairment of media content assets during the first nine months of the year.
  • Third quarter 2023 Net Income of $18.6 million compared to $24.3 million in the prior year period, and year-to-date 2023 Net Income of $19.1 million compared to $34.6 million in the prior year period.
    • Net Income includes the impact from the change in fair value of warrant liabilities, the restructuring charges, as well as the impairment of media content assets.
  • Third quarter 2023 Adjusted EBITDA of $37.4 million compared to $(10.0) million in the prior year period, and year-to-date 2023 Adjusted EBITDA of $78.4 million compared to $0.1 million in the prior year period.
  • Third quarter 2023 Basic Earnings per Share was $0.04 and Diluted Earnings per Share was $0.04, and year-to-date 2023 Basic Earnings per Share was $0.04 and year-to-date Diluted Earnings per Share was $0.04.
    • Third quarter 2023 Adjusted EPS was $0.05, and year-to-date 2023 Adjusted EPS was $0.05.

2023 OUTLOOK — GROWTH AND PROFITABILITY

Despite the uncertain macro environment, we are delivering strong results in 2023 and are well positioned to deliver sustained profitable growth over the coming years. We are confident that the opportunities we have identified to monetize our addressable market will expand our share, and we have thoughtfully prioritized our growth initiatives in 2023 to significantly improve our profitability and fund our purpose to save driving and fuel car culture for future generations. For full year 2023, we anticipate:

  • Total Revenue growth of 26-27% powered by Written Premium growth of 15-16%
    • Sustain double-digit Written Premium growth trajectory
    • Deliver an unmatched online and live Marketplace experience
    • Drive loyalty, referrals and incremental revenue and profit from Membership
  • Continued evolution into an integrated insurance business
    • Increase Hagerty Re's quota share reinsurance agreement in the U.S. & U.K. to ~80%
  • Significantly improved profitability through cost containment measures and operational efficiencies
    • Net Income of $2-12 million
    • Adjusted EBITDA of $75-85 million

2023 Outlook


Prior Outlook at Q2 2023

in thousands

Low End


High End


Low End


High End

Total Revenue

$992,000


$1,000,000


$968,000


$1,000,000

Total Written Premium

$893,000


$901,000


$878,000


$894,000

Net Income

$2,000


$12,000


$(12,000)


$8,000

Adjusted EBITDA

$75,000


$85,000


$60,000


$80,000

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.

Conference Call Details
Hagerty will hold a conference call to discuss the financial results today at 10:00 am Eastern Time. A webcast of the conference call, including the Company's Investor presentation highlighting third quarter and year-to-date 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 earned premium; (ii) changes in the market for Hagerty's products and services, (iii) Hagerty's plans to expand market share, including planned investments and partnerships; (iv) anticipated business objectives; and (v) the strength of Hagerty's business model. These statements may be preceded by, followed by or include the words "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "goal," "intend," "likely," "outlook," "plan," "potential," "project," "seek," "target," "can," "could," "may," "should," "would," "will," the negatives thereof and other words and terms of similar meaning.

A number of factors could cause actual results or outcomes to differ materially from those indicated by these forward-looking statements. These factors include, 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; (vii) 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; and (x) 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 lifestyle 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.

Category: Financial

Source: Hagerty

Hagerty, Inc.

Condensed Consolidated Statements of Operations (Unaudited)



Three months ended September 30,


2023


2022


$ Change


% Change









REVENUE:

in thousands (except percentages and per share amounts)

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) %

Net loss (income) attributable to non-controlling interest

(13,269)


(9,599)


(3,670)


38.2 %

Accretion of Series A Convertible Preferred Stock

(1,838)



(1,838)


100.0 %

NET INCOME (LOSS) ATTRIBUTABLE TO CLASS
A COMMON STOCKHOLDERS

$         3,516


$       14,714


$     (11,198)


(76.1) %









Earnings (loss) per share of Class A Common Stock:








Basic

$           0.04


$           0.18





Diluted

$           0.04


$           0.07













Weighted-average shares of Class A Common Stock
outstanding:








Basic

84,479


82,816





Diluted

84,479


336,768





 

Hagerty, Inc.

Condensed Consolidated Statements of Operations (Unaudited)



Nine months ended September 30,


2023


2022


$ Change


% Change









REVENUE:

in thousands (except percentages and per share amounts)

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) %

Net loss (income) attributable to non-controlling interest

(13,477)


2,049


(15,526)


(757.7) %

Accretion of Series A Convertible Preferred Stock

(1,838)



(1,838)


100.0 %

NET INCOME (LOSS) ATTRIBUTABLE TO CLASS
A COMMON STOCKHOLDERS

$         3,822


$       36,685


$     (32,863)


(89.6) %









Earnings (loss) per share of Class A Common Stock:








Basic

$           0.04


$           0.44





Diluted

$           0.04


$           0.03













Weighted-average shares of Class A Common Stock
outstanding:








Basic

84,042


82,569





Diluted

84,042


335,392





 

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



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 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


397,590


367,369

TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY


$               1,583,677


$               1,312,518







(1) The Series A Convertible Preferred Stock is recorded within Temporary Equity because it has equity conversion and cash redemption features.

 

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

 

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, 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 the Company's 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)

$  255,569


$  222,136


$  714,314


$  614,623

Loss Ratio

41.1 %


56.4 %


41.5 %


46.8 %

New Business Count Insurance

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)

$    37,377


$  (10,010)


$    78,449


$          96

Adjusted Earnings (Loss) Per Share

$        0.05


$      (0.06)


$        0.05


$      (0.10)

 


September 30,

2023


December 31,

2022

Operational Metrics




Policies in Force

1,387,429


1,315,977

Policies in Force Retention

88.2 %


88.0 %

Vehicles in Force

2,356,603


2,234,461

HDC Paid Member Count

806,832


752,754

Net Promoter Score (NPS)                                              

83


83

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.

The following table reconciles Adjusted EBITDA for the year ended December 31, 2023 Outlook to the most directly comparable GAAP measure, which is Net income (loss):



2023 Low


2023 High








in thousands

Net income (loss)

$              2,000


$            12,000

Interest and other (income) expense

(18,500)


(18,500)

Income tax (benefit) expense

15,500


15,500

Depreciation and amortization

44,112


44,112

Restructuring, impairment and related charges, net

8,857


8,857

Change in fair value of warrant liabilities

1,419


1,419

Share-based compensation expense

17,500


17,500

Losses and impairments related to divestitures

4,112


4,112

Adjusted EBITDA

$            75,000


$            85,000






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.

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

 

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SOURCE Hagerty

Copyright 2023 PR Newswire

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