• 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.

Hagerty (PRNewsfoto/Hagerty)

"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

  • 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.
  • 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

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.

Category: Financial

Source: Hagerty

 

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

 

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

 

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)

8


8

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.

 

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

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.

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.

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.

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

 

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SOURCE Hagerty

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