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      Hagerty Reports Second Quarter 2023 Results; Increases 2023 Outlook

      Hagerty (PRNewsfoto/Hagerty)

      News provided by

      Hagerty

      Aug 08, 2023, 07:00 ET

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      • 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.

      "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

      SOURCE Hagerty

      Modal title

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