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    Hagerty Reports Second Quarter 2023 Results; Increases 2023 Outlook

    8/8/23 7:00:00 AM ET
    $HGTY
    Specialty Insurers
    Finance
    Get the next $HGTY alert in real time by email
    • Second quarter 2023 Total Revenue increased 27% to $261.2 million compared to the prior year period and year-to-date 2023 Total Revenue increased 28% to $479.6 million compared to the prior year period
    • Second quarter 2023 Written Premium increased 16% year-over-year to $275.9 million, and year-to-date 2023 Written Premium increased 17% to $458.7 million compared to the prior year period
    • Second quarter 2023 Membership, marketplace and other revenue increased 44% year-over-year to $23.6 million, and year-to-date 2023 Membership, marketplace and other revenue increased 53% to $50.1 million compared to the prior year period
    • Second quarter 2023 Net Income (Loss) increased 380% to $15.5 million compared to the prior year period, and year-to-date 2023 Net Income (Loss) decreased 95% to $0.5 million compared to the prior year period
    • Second quarter 2023 Adjusted EBITDA of $34.4 million, an increase of $18.3 million compared to the prior year period, and year-to-date 2023 Adjusted EBITDA of $41.1 million, an increase of $31.0 million compared to the prior year period
    • Raised $105 million of capital on June 23, 2023, including $80.0 million of convertible preferred equity and a $25.0 million commitment of long-term financing for Hagerty Reinsurance Limited

    TRAVERSE CITY, Mich., Aug. 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 six months ended June 30, 2023.

    Hagerty (PRNewsfoto/Hagerty)

    "We delivered first half revenue growth of 28% as the Hagerty ecosystem of products and services is resonating with car enthusiasts.  These excellent results were powered by robust written premium growth of 17%, earned premium growth of 34%, and membership and marketplace revenue growth of 53%," said McKeel Hagerty, Chief Executive Officer of Hagerty. "Our revenue engine is firing on all cylinders, and we now expect full year 2023 revenue to grow 23-27%."

    Mr. Hagerty continued, "Given the strong conversion of this incremental revenue into profits, we have also increased our 2023 outlook for net income and Adjusted EBITDA. Our significantly improved profitability, combined with the additional capital raised from our strategic investors positions us well to invest in our growth opportunities over the coming years and save driving and car culture for future generations."

    SECOND QUARTER 2023 FINANCIAL HIGHLIGHTS

    • Second quarter 2023 Total Revenue increased 27% to $261.2 million compared to the prior year period and year-to-date 2023 Total Revenue increased 28% to $479.6 million compared to the prior year period.
    • Second quarter 2023 Written Premium increased 16% to $275.9 million compared to the prior year period, and year-to-date 2023 Written Premium increased 17% to $458.7 million compared to the prior year period.
    • Second quarter 2023 Commission and fee revenue increased 15% to $110.2 million compared to the prior year period, and year-to-date 2023 Commission and fee revenue increased 17% to $184.8 million compared to the prior year period.
      • Policies in Force Retention was 88% as of June 30, 2023 compared to 88.2% as of June 30, 2022. Total insured vehicles increased 9% year-over-year to 2.3 million compared to the prior year period.
    • Second quarter 2023 Loss Ratio was 42.0% compared to 41.0% in the prior year period. Year-to-date 2023 Loss Ratio was 41.7% compared to 41.2% in the prior year period.
    • Second quarter 2023 Earned premium increased 35% to $127.5 million compared to the prior year period, and year-to-date 2023 Earned premium increased 34% to $244.7 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.
    • Second quarter 2023 Membership, marketplace and other revenue increased 44% year-over-year to $23.6 million compared to the prior year period, and year-to-date 2023 Membership, marketplace and other revenue increased 53% to $50.1 million compared to the prior year period.
      • Broad Arrow Group helped drive $4.2 million in marketplace revenue during the second quarter 2023 and $10.0 million in marketplace revenue year-to-date 2023.
      • Hagerty Driver's Club (HDC) paid members increased 7% to approximately 792,000 compared to 743,000 as of June 30, 2022.
    • Second quarter 2023 Operating Income (Loss) of $17.3 million compared to $2.4 million in the prior year period, and year-to-date 2023 Operating Income (Loss) $0.8 million compared to $(10.6) million in the prior year period.
      • Year-to-date 2023 results include restructuring charges of $8.4 million primarily associated with a reduction in force, reduced hiring plans and additional cost containment initiatives. The Company anticipates delivering incremental annualized cost savings of $20 to $25 million, with approximately $15 million to be realized in 2023.
      • Year-to-date 2023 depreciation and amortization was $24.1 million compared to $15.4 million in the prior year period. The increase was driven in part by the $3.8 million impairment of media content assets during the first half of the year.
    • Second quarter 2023 Net Income (Loss) of $15.5 million compared to $(5.5) million in the prior year period, and year-to-date 2023 Net Income (Loss) of $0.5 million compared to $10.3 million in the prior year period.
      • Net Income (Loss) includes the impact from the change in fair value of warrant liabilities, the restructuring charges, as well as the impairment of media content assets.
    • Second quarter 2023 Adjusted EBITDA of $34.4 million compared to $16.1 million in the prior year period, and year-to-date 2023 Adjusted EBITDA of $41.1 million compared to $10.1 million in the prior year period.
    • Second quarter 2023 Basic Earnings (Loss) per Share was $0.03 and Diluted Earnings per Share was $0.03, and year-to-date 2023 Basic Earnings per Share was $0.00 and year-to-date Diluted Earnings per Share was $0.00.
      • Second quarter 2023 Adjusted EPS was $0.05, and year-to-date 2023 Adjusted EPS was $0.01.

    2023 OUTLOOK — PIVOT TO PROFITABLE GROWTH

    Despite the uncertain macro environment, we are off to a strong start to 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 23-27% powered by Written Premium growth of 13-15%
      • 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 (Loss) of $(12)-8 million
      • Adjusted EBITDA of $60-80 million

     







    2023 Outlook



    2023 Change vs 2022



    2022 Actuals



    Low End Range



    High End

    Range



    Low End

    Range



    High End

    Range

    Total Revenue (in thousands)

    $787,588



    $968,000



    $1,000,000



    23 %



    27 %

    Total Written Premium (in thousands)

    $776,664



    $878,000



    $894,000



    13 %



    15 %

    Net Income (Loss) (in thousands)

    $2,403



    $(12,000)



    $8,000



    $(14,403)



    $5,597

    Adjusted EBITDA (in thousands)

    $(1,940)



    $60,000



    $80,000



    $61,940



    $81,940





    •       

    The Company's outlook on the May 9, 2023 first quarter earnings call was for Total Revenue growth of 22-26%, Written Premium growth of 11-13%, Net Income of $(13)-7 million and Adjusted EBITDA of $55-75 million

    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 second 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 nearly 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 June 30,



    2023



    2022



    $ Change



    % Change

















    REVENUE:

    in thousands (except percentages)

    Commission and fee revenue

    $     110,187



    $       95,506



    $       14,681



    15.4 %

    Earned premium

    127,482



    94,100



    33,382



    35.5 %

    Membership, marketplace and other revenue

    23,575



    16,411



    7,164



    43.7 %

    Total revenue

    261,244



    206,017



    55,227



    26.8 %

    OPERATING EXPENSES:















    Salaries and benefits

    53,572



    53,271



    301



    0.6 %

    Ceding commission

    60,350



    45,255



    15,095



    33.4 %

    Losses and loss adjustment expenses

    53,564



    38,620



    14,944



    38.7 %

    Sales expense

    41,941



    37,455



    4,486



    12.0 %

    General and administrative services

    21,318



    20,729



    589



    2.8 %

    Depreciation and amortization

    10,397



    8,300



    2,097



    25.3 %

    Restructuring, impairment and related charges, net

    2,849



    —



    2,849



    100.0 %

    Total operating expenses

    243,991



    203,630



    40,361



    19.8 %

    OPERATING INCOME (LOSS)

    17,253



    2,387



    14,866



    622.8 %

    Change in fair value of warrant liabilities

    (1,754)



    (5,400)



    3,646



    67.5 %

    Interest and other income (expense)

    3,770



    (353)



    4,123



    1,168.0 %

    INCOME (LOSS) BEFORE INCOME TAX EXPENSE

    19,269



    (3,366)



    22,635



    672.5 %

    Income tax benefit (expense)

    (3,730)



    (2,138)



    (1,592)



    74.5 %

    Income (loss) from equity method investment, net of tax

    —



    (39)



    39



    100.0 %

    NET INCOME (LOSS)

    15,539



    (5,543)



    21,082



    380.3 %

    Net loss (income) attributable to non-controlling interest

    (13,134)



    7



    (13,141)



    (187,728.6) %

    NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS

    $         2,405



    $       (5,536)



    $         7,941



    (143.4) %

















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















    Basic

    $           0.03



    $         (0.07)









    Diluted

    $           0.03



    $         (0.07)

























    Weighted-average shares of Class A Common Stock outstanding:















    Basic

    84,371



    82,452









    Diluted

    85,563



    82,452









     

    Hagerty, Inc.

    Condensed Consolidated Statements of Operations (Unaudited)







    Six months ended June 30,



    2023



    2022



    $ Change



    % Change

















    REVENUE:

    in thousands (except percentages and per share amounts)

    Commission and fee revenue

    $     184,799



    $     157,967



    $       26,832



    17.0 %

    Earned premium

    244,713



    183,232



    61,481



    33.6 %

    Membership, marketplace and other revenue

    50,084



    32,629



    17,455



    53.5 %

    Total revenue

    479,596



    373,828



    105,768



    28.3 %

    OPERATING EXPENSES:















    Salaries and benefits

    108,804



    99,747



    9,057



    9.1 %

    Ceding commission

    115,775



    87,633



    28,142



    32.1 %

    Losses and loss adjustment expenses

    101,976



    75,539



    26,437



    35.0 %

    Sales expense

    77,054



    65,892



    11,162



    16.9 %

    General and administrative services

    42,699



    40,187



    2,512



    6.3 %

    Depreciation and amortization

    24,140



    15,447



    8,693



    56.3 %

    Restructuring, impairment and related charges, net

    8,384



    —



    8,384



    100.0 %

    Total operating expenses

    478,832



    384,445



    94,387



    24.6 %

    OPERATING INCOME (LOSS)

    764



    (10,617)



    11,381



    107.2 %

    Change in fair value of warrant liabilities

    (2,269)



    26,286



    (28,555)



    (108.6) %

    Interest and other income (expense)

    9,417



    (1,037)



    10,454



    1,008.1 %

    INCOME (LOSS) BEFORE INCOME TAX EXPENSE

    7,912



    14,632



    (6,720)



    (45.9) %

    Income tax benefit (expense)

    (7,398)



    (4,168)



    (3,230)



    77.5 %

    Income (loss) from equity method investment, net of tax

    —



    (141)



    141



    100.0 %

    NET INCOME (LOSS)

    514



    10,323



    (9,809)



    (95.0) %

    Net loss (income) attributable to non-controlling interest

    (208)



    11,648



    (11,856)



    (101.8) %

    NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS

    $            306



    $       21,971



    $     (21,665)



    (98.6) %

















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















    Basic

    $             —



    $           0.27









    Diluted

    $             —



    $         (0.02)

























    Weighted-average shares of Class A Common Stock outstanding:















    Basic

    83,820



    82,443









    Diluted

    84,424



    334,702









     

    Hagerty, Inc.

    Condensed Consolidated Balance Sheets (Unaudited)





    June 30,

    2023



    December 31,

    2022









    ASSETS

    in thousands (except share amounts)

    Current Assets:







    Cash and cash equivalents

    $                  114,252



    $                    95,172

    Restricted cash and cash equivalents

    518,109



    444,019

    Accounts receivable

    76,794



    58,255

    Premiums receivable

    193,268



    100,700

    Commissions receivable

    42,317



    60,151

    Notes receivable

    30,991



    25,493

    Deferred acquisition costs, net

    140,098



    107,342

    Other current assets

    63,929



    45,651

    Total current assets

    1,179,758



    936,783

    Notes receivable

    11,885



    11,934

    Property and equipment, net

    23,399



    25,256

    Lease right-of-use assets

    77,640



    82,398

    Intangible assets, net

    103,826



    104,024

    Goodwill

    115,060



    115,041

    Other long-term assets

    40,962



    37,082

    TOTAL ASSETS

    $               1,552,530



    $               1,312,518

    LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY







    Current Liabilities:







    Accounts payable, accrued expenses and other current liabilities

    $                    78,686



    $                    77,049

    Losses payable and provision for unpaid losses and loss adjustment expenses

    172,133



    167,257

    Commissions payable

    101,739



    77,075

    Due to insurers

    128,622



    68,171

    Advanced premiums

    34,173



    17,084

    Unearned premiums

    303,585



    235,462

    Contract liabilities

    29,661



    25,257

    Total current liabilities

    848,599



    667,355

    Long-term lease liabilities

    77,084



    80,772

    Long-term debt

    80,841



    108,280

    Warrant liabilities

    47,830



    45,561

    Deferred tax liability

    16,501



    12,850

    Contract liabilities

    18,336



    19,169

    Other long-term liabilities

    5,370



    11,162

    TOTAL LIABILITIES

    1,094,561



    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 June 30, 2023 and no shares issued and outstanding as of December 31, 2022)

    79,159



    —

    STOCKHOLDERS' EQUITY







    Class A Common Stock, $0.0001 par value (500,000,000 shares authorized, 84,405,625 and 83,202,969 issued and outstanding as of June 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 June 30, 2023 and December 31, 2022)

    25



    25

    Additional paid-in capital

    556,595



    549,034

    Accumulated earnings (deficit)

    (489,296)



    (489,602)

    Accumulated other comprehensive income (loss)

    83



    (213)

    Total stockholders' equity

    67,415



    59,252

    Non-controlling interest

    311,395



    308,117

    Total equity

    378,810



    367,369

    TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY

    $               1,552,530



    $               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)





    Six months ended

    June 30,



    2023



    2022









    OPERATING ACTIVITIES:

    in thousands

    Net income (loss)

    $                 514



    $            10,323

    Adjustments to reconcile net income (loss) to net cash from operating activities:







    Change in fair value of warrant liabilities

    2,269



    (26,286)

    Depreciation and amortization expense

    24,140



    15,447

    Provision for deferred taxes

    3,480



    2,553

    Impairment of operating lease right-of-use assets

    1,147



    —

    Loss on disposals of equipment, software and other assets

    1,668



    361

    Share-based compensation expense

    8,222



    4,307

    Other

    958



    229

    Changes in operating assets and liabilities:







    Accounts, premiums and commission receivable

    (93,549)



    (54,294)

    Deferred acquisition costs

    (32,756)



    (23,307)

    Losses payable and provision for unpaid losses and loss adjustment expenses

    4,876



    14,570

    Commissions payable

    24,664



    14,795

    Due to insurers

    60,174



    52,486

    Advanced premiums

    17,043



    15,032

    Unearned premiums

    68,123



    49,395

    Other assets and liabilities, net

    (20,416)



    (15,686)

    Net Cash Provided by Operating Activities

    70,557



    59,925

    INVESTING ACTIVITIES:







    Capital expenditures

    (16,251)



    (21,520)

    Acquisitions, net of cash acquired

    (7,084)



    (13,520)

    Purchase of previously held equity method investment

    —



    (15,250)

    Issuance of notes receivable

    (11,015)



    —

    Collection of notes receivable

    6,235



    —

    Purchase of fixed income securities

    (6,172)



    (2,448)

    Maturities of fixed income securities

    2,964



    1,216

    Other investing activities

    22



    (1,639)

    Net Cash Used in Investing Activities

    (31,301)



    (53,161)

    FINANCING ACTIVITIES:



    Payments on long-term debt

    (99,250)



    (91,500)

    Proceeds from long-term debt

    71,590



    42,000

    Proceeds from issuance of preferred stock, net of issuance costs

    79,159



    —

    Contribution from non-controlling interest

    600



    1,000

    Proceeds from issuance of common stock under employee stock purchase plan

    906



    —

    Net Cash Provided by (Used in) Financing Activities

    53,005



    (48,500)

    Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents

    909



    (787)









    Change in cash and cash equivalents and restricted cash and cash equivalents

    93,170



    (42,523)

    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

    $           632,361



    $           561,449

     

    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

    June 30,



    Six months ended

    June 30,



    2023



    2022



    2023



    2022

    Operational Metrics















    Total Written Premium (in thousands)

    $  275,895



    $  237,697



    $  458,745



    $  392,487

    Loss Ratio

    42.0 %



    41.0 %



    41.7 %



    41.2 %

    New Business Count — Insurance

    80,140



    74,922



    131,902



    122,436

















    GAAP Measures















    Total Revenue (in thousands)

    $  261,244



    $  206,017



    $  479,596



    $  373,828

    Operating Income (Loss) (in thousands)

    $    17,253



    $      2,387



    $        764



    $  (10,617)

    Net Income (Loss) (in thousands)

    $    15,539



    $    (5,543)



    $        514



    $    10,323

    Basic Earnings (Loss) Per Share

    $        0.03



    $      (0.07)



    $          —



    $        0.27

















    Non-GAAP Financial Measures















    Adjusted EBITDA (in thousands)

    $    34,367



    $    16,065



    $    41,072



    $    10,106

    Adjusted Earnings (Loss) Per Share

    $        0.05



    $          —



    $        0.01



    $      (0.04)





    June 30,

    2023



    December 31,

    2022

    Operational Metrics







    Policies in Force

    1,365,718



    1,315,977

    Policies in Force Retention

    88.0 %



    88.0 %

    Vehicles in Force

    2,319,953



    2,234,461

    HDC Paid Member Count

    791,895



    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) restructuring, impairment and related charges, net; (ii) changes in fair value of warrant liabilities; (iii) share-based compensation expense; (iv) when applicable, the net gain or loss from asset disposals; and (v) when applicable, 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 for the three and six months ended June 30, 2023 and 2022 to the most directly comparable GAAP measure, which is Net income (loss):





    Three months ended

    June 30,



    Six months ended

    June 30,





    2023



    2022



    2023



    2022























    in thousands

    Net income (loss)

    $       15,539



    $       (5,543)



    $            514



    $       10,323

    Interest and other (income) expense

    (3,770)



    353



    (9,417)



    1,037

    Income tax (benefit) expense

    3,730



    2,138



    7,398



    4,168

    Depreciation and amortization

    10,397



    8,300



    24,140



    15,447

    Restructuring, impairment and related charges, net

    2,849



    —



    8,384



    —

    Change in fair value of warrant liabilities

    1,754



    5,400



    2,269



    (26,286)

    Share-based compensation expense

    4,018



    4,307



    7,934



    4,307

    Other unusual items(1)

    (150)



    1,110



    (150)



    1,110

    Adjusted EBITDA

    $       34,367



    $       16,065



    $       41,072



    $       10,106



















    (1)

    Other unusual items includes a net legal settlement recovery recognized in the three and six months ended June 30, 2023 and non-restructuring severance expense recognized in the three and six months ended June 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)

    $           (12,000)



    $              8,000

    Interest and other (income) expense

    (13,500)



    (13,500)

    Income tax (benefit) expense

    14,300



    14,300

    Depreciation and amortization

    43,047



    43,047

    Restructuring, impairment and related charges, net

    8,383



    8,383

    Change in fair value of warrant liabilities

    2,270



    2,270

    Share-based compensation expense

    17,500



    17,500

    Adjusted EBITDA

    $            60,000



    $            80,000











    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 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.

    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.

    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

    June 30,



    Six months ended

    June 30,





    2023



    2022



    2023



    2022























    in thousands (except per share amounts)

    Numerator:















    Net income (loss) attributable to Class A Common Stockholders(1)

    $         2,405



    $       (5,536)



    $            306



    $       21,971

    Net income (loss) attributable to non-controlling interest

    13,134



    (7)



    208



    (11,648)

    Consolidated net income (loss)

    15,539



    (5,543)



    514



    10,323

    Change in fair value of warrant liabilities

    1,754



    5,400



    2,269



    (26,286)

    Adjusted consolidated net income (loss)(2)

    $       17,293



    $          (143)



    $         2,783



    $     (15,963)

















    Denominator:















    Weighted average shares of Class A Common Stock outstanding — basic(1)

    84,371



    82,452



    83,820



    82,443

    Total potentially dilutive securities outstanding:















    Conversion of non-controlling interest Hagerty Group Units to Class A Common Stock

    255,499



    251,034



    255,499



    251,034

    Conversion of Series A Convertible Preferred Stock to Class A Common Stock

    6,785



    —



    6,785



    —

    Total warrants outstanding

    19,484



    19,484



    19,484



    19,484

    Total unissued share-based compensation awards

    7,022



    6,851



    7,022



    6,851

    Potentially dilutive shares outstanding

    288,790



    277,369



    288,790



    277,369

    Fully dilutive shares outstanding(2)

    373,161



    359,821



    372,610



    359,812



















    Basic EPS = (Net income (loss) available to Class A Common Stockholders / Weighted-average shares of Class A Common Stock outstanding)(1)

    $           0.03



    $         (0.07)



    $             —



    $           0.27



















    Adjusted EPS = (Adjusted consolidated net income (loss) / Fully dilutive shares outstanding)(2)

    $           0.05



    $             —



    $           0.01



    $         (0.04)



















    (1) 

    Numerator and Denominator of the GAAP measure Basic EPS

    (2) 

    Numerator and Denominator of the non-GAAP measure Adjusted EPS

     

    Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/hagerty-reports-second-quarter-2023-results-increases-2023-outlook-301895296.html

    SOURCE Hagerty

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