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Hagerty Reports Third Quarter 2023 Results; Increases 2023 Outlook

2023-11-08 20:00

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

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

Hagerty (PRNewsfoto/Hagerty)

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

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

THIRD QUARTER 2023 FINANCIAL HIGHLIGHTS

  • Third quarter 2023 Total Revenue increased 27% to $275.6 million compared to the prior year period and year-to-date 2023 Total Revenue increased 28% to $755.2 million compared to the prior year period.
  • Third quarter 2023 Written Premium increased 15% to $255.6 million compared to the prior year period, and year-to-date 2023 Written Premium increased 16% to $714.3 million compared to the prior year period.
  • Third quarter 2023 Commission and fee revenue increased 21% to $103.2 million compared to the prior year period, and year-to-date 2023 Commission and fee revenue increased 18% to $288.0 million compared to the prior year period.
    • Policies in Force Retention was 88.2% as of September 30, 2023 compared to 88.0% as of September 30, 2022. Total insured vehicles increased 6% year-over-year to 2.4 million compared to the prior year period.
  • Third quarter 2023 Loss Ratio was 41.1% compared to 56.4% in the prior year period. Year-to-date 2023 Loss Ratio was 41.5% compared to 46.8% in the prior year period. The year-over-year improvement was due in part to better underwriting results in the current year. In addition, prior year results included $10.0 million of catastrophe losses related to Hurricane Ian.
  • Third quarter 2023 Earned premium increased 30% to $139.8 million compared to the prior year period, and year-to-date 2023 Earned premium increased 32% to $384.5 million compared to the prior year period.
    • Earned premium growth was driven by the strong Written Premium growth as well as the increased quota share to approximately 80% compared to 70% in the prior year period.
    • AM Best assigned a financial strength rating of A- (Excellent) to Hagerty Reinsurance Limited.
  • Third quarter 2023 Membership, marketplace and other revenue increased 37% year-over-year to $32.6 million compared to the prior year period, and year-to-date 2023 Membership, marketplace and other revenue increased 47% to $82.7 million compared to the prior year period.
    • Third quarter 2023 Marketplace revenue increased 87% to $13.0 million compared to the prior year period, and year-to-date 2023 Marketplace revenue increased 210% to $24.9 million compared to the prior year period.
    • Third quarter 2023 Membership revenue increased 22% to $13.8 million compared to the prior year period, and year-to-date 2023 Membership revenue increased 20% to $39.5 million compared to the prior year period.
      • Hagerty Driver's Club (HDC) paid members increased 8% to approximately 807,000 compared to the prior year period.
  • Third quarter 2023 Operating Income of $16.1 million compared to a Loss of $(21.2) million in the prior year period, and year-to-date 2023 Operating Income of $16.9 million compared to a Loss of $(31.8) million in the prior year period.
    • Year-to-date 2023 results include restructuring charges of $8.9 million primarily associated with a reduction in force, reduced hiring plans and cost containment initiatives.
    • Year-to-date 2023 results includes losses and impairments of $4.1 million related to the termination of the Garage + Social joint venture and the sale of DriveShare.
    • Year-to-date 2023 depreciation and amortization was $34.9 million compared to $24.3 million in the prior year period. The increase was driven by a higher base of capital assets related to the digital platform which increased the expense by $4.8 million, as well as the $4.3 million impairment of media content assets during the first nine months of the year.
  • Third quarter 2023 Net Income of $18.6 million compared to $24.3 million in the prior year period, and year-to-date 2023 Net Income of $19.1 million compared to $34.6 million in the prior year period.
    • Net Income includes the impact from the change in fair value of warrant liabilities, the restructuring charges, as well as the impairment of media content assets.
  • Third quarter 2023 Adjusted EBITDA of $37.4 million compared to $(10.0) million in the prior year period, and year-to-date 2023 Adjusted EBITDA of $78.4 million compared to $0.1 million in the prior year period.
  • Third quarter 2023 Basic Earnings per Share was $0.04 and Diluted Earnings per Share was $0.04, and year-to-date 2023 Basic Earnings per Share was $0.04 and year-to-date Diluted Earnings per Share was $0.04.
    • Third quarter 2023 Adjusted EPS was $0.05, and year-to-date 2023 Adjusted EPS was $0.05.

2023 OUTLOOK — GROWTH AND PROFITABILITY

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

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


2023 Outlook



Prior Outlook at Q2 2023

in thousands

Low End



High End



Low End



High End

Total Revenue

$992,000



$1,000,000



$968,000



$1,000,000

Total Written Premium

$893,000



$901,000



$878,000



$894,000

Net Income

$2,000



$12,000



$(12,000)



$8,000

Adjusted EBITDA

$75,000



$85,000



$60,000



$80,000

The definitions and reconciliations of non-GAAP financial measures are provided under the heading Key Performance Indicators and Certain Non-GAAP Financial Measures at the end of this press release.

Conference Call Details

Hagerty will hold a conference call to discuss the financial results today at 10:00 am Eastern Time. A webcast of the conference call, including the Company's Investor presentation highlighting third quarter and year-to-date 2023 financial results, will be available on Hagerty's investor relations website at investor.hagerty.com. The dial-in for the conference call is (877) 423-9813 (toll-free) or (201) 689-8573 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at investor.hagerty.com following the call.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. These forward-looking statements reflect Hagerty's current expectations and projections with respect to its expected future business and financial performance, including, among other things: (i) expected operating results, such as revenue growth and increases in earned premium; (ii) changes in the market for Hagerty's products and services, (iii) Hagerty's plans to expand market share, including planned investments and partnerships; (iv) anticipated business objectives; and (v) the strength of Hagerty's business model. These statements may be preceded by, followed by or include the words "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "goal," "intend," "likely," "outlook," "plan," "potential," "project," "seek," "target," "can," "could," "may," "should," "would," "will," the negatives thereof and other words and terms of similar meaning.

A number of factors could cause actual results or outcomes to differ materially from those indicated by these forward-looking statements. These factors include, among other things, Hagerty's ability to: (i) compete effectively within its industry and attract and retain members; (ii) maintain key strategic relationships with its insurance distribution and underwriting carrier partners; (iii) prevent, monitor and detect fraudulent activity; (iv) manage risks associated with disruptions, interruptions, outages with its technology platforms or third-party services; (v) accelerate the adoption of Hagerty's membership products as well as any new insurance programs and products; (vi) manage the cyclical nature of the insurance business including through any periods of recession, economic downturn or inflation; (vii) address unexpected increases in the frequency or severity of claims; (vii) comply with the numerous laws and regulations applicable to Hagerty's business, including state, federal and foreign laws relating to insurance and rate increases, privacy, the internet and accounting matters; (ix) manage risks associated with being a controlled company; and (x) other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission (the "SEC") by Hagerty.

The forward-looking statements herein represent the judgment of Hagerty as of the date of this release and Hagerty disclaims any intent or obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise. This press release should be read in conjunction with the information included in the Company's other press releases, reports and other filings with the SEC. Understanding the information contained in these filings is important in order to fully understand Hagerty's reported financial results and our business outlook for future periods.

About Hagerty, Inc. (NYSE: HGTY)

Hagerty is an automotive lifestyle brand committed to saving driving and fueling car culture for future generations. The company is a leading provider of specialty vehicle insurance, expert car valuation data and insights, live and digital car auction services, immersive events and automotive entertainment custom made for the 67 million Americans who self-describe as car enthusiasts. Hagerty also operates in Canada and the U.K. and is home to Hagerty Drivers Club, a community of over 800,000 who can't get enough of cars. As a purpose-driven organization, Hagerty Impact aims to be a catalyst for positive change across the issues that matter most to our teams, our members, the broader automotive community, our shareholders and the planet at large. For more information, please visit www.hagerty.com or connect with us on Facebook, Instagram, Twitter and LinkedIn.

More information can be found at newsroom.hagerty.com.

Category: Financial

Source: Hagerty

Hagerty, Inc.

Condensed Consolidated Statements of Operations (Unaudited)





Three months ended September 30,



2023



2022



$ Change



% Change

















REVENUE:

in thousands (except percentages and per share amounts)

Commission and fee revenue

$     103,173



$       85,457



$       17,716



20.7 %

Earned premium

139,785



107,487



32,298



30.0 %

Membership, marketplace and other revenue

32,616



23,813



8,803



37.0 %

Total revenue

275,574



216,757



58,817



27.1 %

OPERATING EXPENSES:















Salaries and benefits

51,318



50,120



1,198



2.4 %

Ceding commission

65,413



50,415



14,998



29.7 %

Losses and loss adjustment expenses

57,485



60,605



(3,120)



(5.1) %

Sales expense

47,737



44,097



3,640



8.3 %

General and administrative services

22,166



23,853



(1,687)



(7.1) %

Depreciation and amortization

10,753



8,890



1,863



21.0 %

Restructuring, impairment and related charges, net

473





473



100.0 %

Losses and impairments related to divestitures

4,112





4,112



100.0 %

Total operating expenses

259,457



237,980



21,477



9.0 %

OPERATING INCOME (LOSS)

16,117



(21,223)



37,340



175.9 %

Change in fair value of warrant liabilities

850



11,583



(10,733)



(92.7) %

Revaluation gain on previously held equity method

investment



34,735



(34,735)



(100.0) %

Interest and other income (expense)

6,260



662



5,598



845.6 %

INCOME (LOSS) BEFORE INCOME TAX EXPENSE

23,227



25,757



(2,530)



(9.8) %

Income tax benefit (expense)

(4,604)



91



(4,695)



(5159.3) %

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



(1,535)



1,535



100.0 %

NET INCOME (LOSS)

18,623



24,313



(5,690)



(23.4) %

Net loss (income) attributable to non-controlling interest

(13,269)



(9,599)



(3,670)



38.2 %

Accretion of Series A Convertible Preferred Stock

(1,838)





(1,838)



100.0 %

NET INCOME (LOSS) ATTRIBUTABLE TO CLASS

A COMMON STOCKHOLDERS

$         3,516



$       14,714



$     (11,198)



(76.1) %

















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















Basic

$           0.04



$           0.18









Diluted

$           0.04



$           0.07

























Weighted-average shares of Class A Common Stock

outstanding:















Basic

84,479



82,816









Diluted

84,479



336,768









 

Hagerty, Inc.

Condensed Consolidated Statements of Operations (Unaudited)





Nine months ended September 30,



2023



2022



$ Change



% Change

















REVENUE:

in thousands (except percentages and per share amounts)

Commission and fee revenue

$     287,972



$     243,424



$       44,548



18.3 %

Earned premium

384,498



290,719



93,779



32.3 %

Membership, marketplace and other revenue

82,700



56,442



26,258



46.5 %

Total revenue

755,170



590,585



164,585



27.9 %

OPERATING EXPENSES:















Salaries and benefits

160,122



149,867



10,255



6.8 %

Ceding commission

181,188



138,048



43,140



31.3 %

Losses and loss adjustment expenses

159,461



136,144



23,317



17.1 %

Sales expense

124,791



109,989



14,802



13.5 %

General and administrative services

64,865



64,040



825



1.3 %

Depreciation and amortization

34,893



24,337



10,556



43.4 %

Restructuring, impairment and related charges, net

8,857





8,857



100.0 %

Losses and impairments related to divestitures

4,112





4,112



100.0 %

Total operating expenses

738,289



622,425



115,864



18.6 %

OPERATING INCOME (LOSS)

16,881



(31,840)



48,721



153.0 %

Change in fair value of warrant liabilities

(1,419)



37,869



(39,288)



(103.7) %

Revaluation gain on previously held equity method

investment



34,735



(34,735)



(100.0) %

Interest and other income (expense)

15,677



(375)



16,052



4,280.5 %

INCOME (LOSS) BEFORE INCOME TAX EXPENSE

31,139



40,389



(9,250)



(22.9) %

Income tax benefit (expense)

(12,002)



(4,077)



(7,925)



(194.4) %

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



(1,676)



1,676



100.0 %

NET INCOME (LOSS)

19,137



34,636



(15,499)



(44.7) %

Net loss (income) attributable to non-controlling interest

(13,477)



2,049



(15,526)



(757.7) %

Accretion of Series A Convertible Preferred Stock

(1,838)





(1,838)



100.0 %

NET INCOME (LOSS) ATTRIBUTABLE TO CLASS

A COMMON STOCKHOLDERS

$         3,822



$       36,685



$     (32,863)



(89.6) %

















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















Basic

$           0.04



$           0.44









Diluted

$           0.04



$           0.03

























Weighted-average shares of Class A Common Stock

outstanding:















Basic

84,042



82,569









Diluted

84,042



335,392









 

Hagerty, Inc.

Condensed Consolidated Balance Sheets (Unaudited)







September 30,

2023



December 31,

2022











ASSETS



in thousands (except share amounts)

Current Assets:









Cash and cash equivalents



$                    90,710



$                    95,172

Restricted cash and cash equivalents



594,865



444,019

Accounts receivable



81,960



58,255

Premiums receivable



179,168



100,700

Commissions receivable



63,192



60,151

Notes receivable



26,828



25,493

Deferred acquisition costs, net



155,278



107,342

Other current assets



56,783



45,651

Total current assets



1,248,784



936,783

Notes receivable



13,329



11,934

Property and equipment, net



21,518



25,256

Lease right-of-use assets



52,113



82,398

Intangible assets, net



95,776



104,024

Goodwill



114,198



115,041

Other long-term assets



37,959



37,082

TOTAL ASSETS



$               1,583,677



$               1,312,518

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY









Current Liabilities:









Accounts payable, accrued expenses and other current liabilities



$                    75,963



$                    77,049

Losses payable and provision for unpaid losses and loss adjustment expenses



190,784



167,257

Commissions payable



111,657



77,075

Due to insurers



113,485



68,171

Advanced premiums



28,881



17,084

Unearned premiums



335,901



235,462

Contract liabilities



33,954



25,257

Total current liabilities



890,625



667,355

Long-term lease liabilities



52,022



80,772

Long-term debt, net



75,764



108,280

Warrant liabilities



46,980



45,561

Deferred tax liability



17,892



12,850

Contract liabilities



17,835



19,169

Other long-term liabilities



3,972



11,162

TOTAL LIABILITIES



1,105,090



945,149

Commitments and Contingencies





TEMPORARY EQUITY(1)









Preferred stock, $0.0001 par value (20,000,000 shares authorized, 8,483,561 Series A Convertible

Preferred Stock issued and outstanding as of September 30, 2023 and no shares issued and

outstanding as of December 31, 2022)

80,997



STOCKHOLDERS' EQUITY









Class A Common Stock, $0.0001 par value (500,000,000 shares authorized, 84,479,065 and

83,202,969 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)

8



8

Class V Common Stock, $0.0001 par value (300,000,000 authorized, 251,033,906 shares issued

and outstanding as of September 30, 2023 and December 31, 2022)

25



25

Additional paid-in capital



557,961



549,034

Accumulated earnings (deficit)



(483,566)



(489,602)

Accumulated other comprehensive income (loss)



(176)



(213)

Total stockholders' equity



74,252



59,252

Non-controlling interest



323,338



308,117

Total equity



397,590



367,369

TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY



$               1,583,677



$               1,312,518













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

 

Hagerty, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)





Nine months ended

September 30,



2023



2022









OPERATING ACTIVITIES:

in thousands

Net income (loss)

$                    19,137



$                    34,636

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







Change in fair value of warrant liabilities

1,419



(37,869)

Loss on equity method investment



1,676

Revaluation gain on previously held equity method investment



(34,735)

Depreciation and amortization

34,893



24,337

Provision for deferred taxes

4,973



3,373

Impairment of operating lease right-of-use assets

1,147



Loss on disposals of equipment, software and other assets

2,019



1,131

Losses and impairments related to divestitures

2,827



Share-based compensation expense

13,157



8,165

Other

1,162



242

Changes in operating assets and liabilities:







Accounts, premiums and commission receivable

(107,001)



(71,753)

Deferred acquisition costs

(47,936)



(32,637)

Losses payable and provision for unpaid losses and loss adjustment expenses

23,527



53,574

Commissions payable

34,582



21,109

Due to insurers

45,322



40,876

Advanced premiums

11,800



10,363

Unearned premiums

100,439



74,624

Other assets and liabilities, net

(9,246)



(3,549)

Net Cash Provided by Operating Activities

132,221



93,563

INVESTING ACTIVITIES:







Capital expenditures

(21,556)



(33,429)

Acquisitions, net of cash acquired

(8,690)



(12,715)

Purchase of previously held equity method investment



(15,250)

Issuance of note receivable to previously held equity method investment



(7,000)

Issuance of notes receivable

(11,405)



(8,391)

Collection of notes receivable

10,252



Purchase of fixed income securities

(7,277)



(2,448)

Maturities of fixed income securities

4,128



1,216

Other investing activities

86



(1,662)

Net Cash Used in Investing Activities

(34,462)



(79,679)

FINANCING ACTIVITIES:



Payments on long-term debt

(132,850)



(90,500)

Proceeds from long-term debt, net of issuance costs

100,345



91,000

Proceeds from issuance of preferred stock, net of issuance costs

79,159



Contribution from non-controlling interest

779



1,000

Payments on notes payable



(1,000)

Proceeds from issuance of common stock under employee stock purchase plan

906



Net Cash Provided by (Used in) Financing Activities

48,339



500

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

286



(2,023)









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

146,384



12,361

Beginning cash and cash equivalents and restricted cash and cash equivalents

539,191



603,972

Ending cash and cash equivalents and restricted cash and cash equivalents

$                  685,575



$                  616,333

 

Hagerty, Inc.

Key Performance Indicators and Certain Non-GAAP Financial Measures



Key Performance Indicators



The tables below present a summary of our Key Performance Indicators, including important operational metrics, as well as certain GAAP and non-GAAP financial measures as of and for the periods presented. We use these Key Performance Indicators to evaluate our business, measure our performance, identify trends against planned initiatives, prepare financial projections and make strategic decisions. We believe these Key Performance Indicators are useful in evaluating the Company's performance when read together with our Condensed Consolidated Financial Statements prepared in accordance with GAAP.





Three months ended

September 30,



Nine months ended

September 30,



2023



2022



2023



2022

Operational Metrics















Total Written Premium (in thousands)

$  255,569



$  222,136



$  714,314



$  614,623

Loss Ratio

41.1 %



56.4 %



41.5 %



46.8 %

New Business Count Insurance

69,691



68,561



201,593



190,997

















GAAP Measures















Total Revenue (in thousands)

$  275,574



$  216,757



$  755,170



$  590,585

Operating Income (Loss) (in thousands)

$    16,117



$  (21,223)



$    16,881



$  (31,840)

Net Income (Loss) (in thousands)

$    18,623



$    24,313



$    19,137



$    34,636

Basic Earnings (Loss) Per Share

$        0.04



$        0.18



$        0.04



$        0.44

















Non-GAAP Financial Measures















Adjusted EBITDA (in thousands)

$    37,377



$  (10,010)



$    78,449



$          96

Adjusted Earnings (Loss) Per Share

$        0.05



$      (0.06)



$        0.05



$      (0.10)

 



September 30,

2023



December 31,

2022

Operational Metrics







Policies in Force

1,387,429



1,315,977

Policies in Force Retention

88.2 %



88.0 %

Vehicles in Force

2,356,603



2,234,461

HDC Paid Member Count

806,832



752,754

Net Promoter Score (NPS)                                              

83



83

Non-GAAP Financial Measures

Adjusted EBITDA

We define Adjusted EBITDA as consolidated Net income (loss) excluding interest and other income (expense), income tax (expense) benefit, and depreciation and amortization, adjusted to exclude (i) changes in fair value of warrant liabilities; (ii) share-based compensation expense; and when applicable, (iii) restructuring, impairment and related charges, net; (iv) the net gain or loss from asset disposals; (v) losses and impairments related to divestitures; (vi) revaluation gain on previously held equity method investment; and (vii) certain other unusual items.

We present Adjusted EBITDA because we consider it to be an important supplemental measure of the Company's performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Management uses Adjusted EBITDA as a measure of the operating performance of our business on a consistent basis, as it removes the impact of items not directly resulting from our core operations.

By providing this non-GAAP financial measure, together with a reconciliation to net income (loss), which is the most comparable GAAP measure, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. However, Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as an alternative to, or a substitute for net income (loss) or other financial statement data presented in our Condensed Consolidated Financial Statements as indicators of financial performance. Hagerty's Adjusted EBITDA may be determined or calculated differently than similarly titled measures of other companies in our industry, which could reduce the usefulness of this non-GAAP financial measure when comparing our performance to that of other companies.

The following table reconciles Adjusted EBITDA to the most directly comparable GAAP measure, which is Net income (loss):





Three months ended

September 30,



Nine months ended

September 30,





2023



2022



2023



2022























in thousands

Net income (loss)

$       18,623



$       24,313



$       19,137



$       34,636

Interest and other (income) expense

(6,260)



(662)



(15,677)



375

Income tax (benefit) expense

4,604



(91)



12,002



4,077

Depreciation and amortization

10,753



8,890



34,893



24,337

Restructuring, impairment and related charges, net

473





8,857



Change in fair value of warrant liabilities

(850)



(11,583)



1,419



(37,869)

Share-based compensation expense

4,935



3,858



12,869



8,165

Losses and impairments related to divestitures

4,112





4,112



Revaluation gain previously held equity method

investment



(34,735)





(34,735)

Other unusual items (1)

987





837



1,110

Adjusted EBITDA

$       37,377



$     (10,010)



$       78,449



$             96





















(1) Other unusual items primarily includes a net legal settlement accrual recognized in the three and nine months ended

     September 30, 2023 and non-restructuring severance expense recognized in the nine months ended September 30, 2022.

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





2023 Low



2023 High















in thousands

Net income (loss)

$              2,000



$            12,000

Interest and other (income) expense

(18,500)



(18,500)

Income tax (benefit) expense

15,500



15,500

Depreciation and amortization

44,112



44,112

Restructuring, impairment and related charges, net

8,857



8,857

Change in fair value of warrant liabilities

1,419



1,419

Share-based compensation expense

17,500



17,500

Losses and impairments related to divestitures

4,112



4,112

Adjusted EBITDA

$            75,000



$            85,000











Adjusted EPS

We define Adjusted Earnings (Loss) Per Share ("Adjusted EPS") as consolidated Net income (loss), less the change in fair value of our warrants and, when applicable, the revaluation gain on previously held equity method investment divided by our outstanding and total potentially dilutive securities, which includes (i) the weighted-average issued and outstanding shares of Class A Common Stock; (ii) all issued and outstanding non-controlling interest Hagerty Group Units; (iii) all unexercised warrants; (iv) all unissued share-based compensation awards; and (v) all issued and outstanding shares of the Series A Convertible Preferred Stock.

The most directly comparable GAAP measure is basic earnings per share ("Basic EPS"), which is calculated as Net income (loss) available to Class A Common Stockholders divided by the weighted average number of Class A Common Stock shares outstanding during the period.

We present Adjusted EPS because we consider it to be an important supplemental measure of our operating performance and believe it is used by securities analysts, investors and other interested parties in evaluating the consolidated performance of other companies in our industry. We also believe that Adjusted EPS, which compares our consolidated Net income (loss) with our outstanding and potentially dilutive shares, provides useful information to investors regarding our performance on a fully consolidated basis.

Management uses Adjusted EPS:

  • as a measurement of operating performance of our business on a fully consolidated basis;
  • to evaluate the performance and effectiveness of our operational strategies; and
  • as a preferred predictor of core operating performance, comparisons to prior periods and competitive positioning.

We caution investors that Adjusted EPS is not a recognized measure under GAAP and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, including Basic EPS, and that Adjusted EPS, as we define it, may be defined or calculated differently by other companies. In addition, Adjusted EPS has limitations as an analytical tool and should not be considered as a measure of profit or loss per share.

The following table reconciles Adjusted EPS to the most directly comparable GAAP measure, which is Basic EPS:





Three months ended

September 30,



Nine months ended

September 30,





2023



2022



2023



2022























in thousands (except per share amounts)

Numerator:















Net income (loss) available to Class A Common

Stockholders (1)

$         3,255



$       14,714



$         3,712



$       36,685

Undistributed earnings allocated to Series A Convertible

Preferred Stock

261





110



Accretion of Series A Convertible Preferred Stock

1,838





1,838



Net income (loss) attributable to non-controlling interest

13,269



9,599



13,477



(2,049)

Consolidated net income (loss)

18,623



24,313



19,137



34,636

Change in fair value of warrant liabilities

(850)



(11,583)



1,419



(37,869)

Revaluation gain on previously held equity method

investment



(34,735)





(34,735)

Adjusted consolidated net income (loss) (2)

$       17,773



$     (22,005)



$       20,556



$     (37,968)

















Denominator:















Weighted average shares of Class A Common Stock

outstanding — basic(1)

84,479



82,816



84,042



82,569

Total potentially dilutive securities outstanding:















Conversion of non-controlling interest Hagerty Group

Units to Class A Common Stock

255,499



255,758



255,499



255,758

Conversion of Series A Convertible Preferred Stock to

Class A Common Stock

6,785





6,785



Total unissued share-based compensation awards

8,490



6,878



8,490



6,878

Total warrants outstanding

19,484



19,484



19,484



19,484

Potentially dilutive shares outstanding

290,258



282,120



290,258



282,120

Fully dilutive shares outstanding (2)

374,737



364,936



374,300



364,689



















Basic EPS(1)

$           0.04



$           0.18



$           0.04



$           0.44



















Adjusted EPS(2)

$           0.05



$         (0.06)



$           0.05



$         (0.10)





















(1)  Numerator and Denominator of the GAAP measure Basic EPS

(2) Numerator and Denominator of the non-GAAP measure Adjusted EPS

 

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SOURCE Hagerty

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