Hagerty Reports First Quarter 2024 Results; Reaffirms 2024 Outlook for Strong Growth and Margin Expansion

    --  First quarter 2024 Total Revenue increased 24% year-over-year to $271.7
        million
    --  First quarter 2024 Written Premium increased 19% year-over-year to
        $218.3 million
    --  First quarter 2024 Operating Income margin expanded by 1,210 bps
        compared to the prior year period
    --  First quarter 2024 Net Income of $8.2 million, an increase of $23.2
        million compared to the prior year period
    --  First quarter 2024 Adjusted EBITDA (a non-GAAP measure) of $27.3
        million, an increase of $20.6 million compared to the prior year period
    --  Delivered Policies in Force Retention of 88.7% and achieved insurance
        Net Promoter Score of 82
    --  Reaffirmed 2024 Outlook for 15-17% Total Revenue growth, 116-148% Net
        Income growth and 41-53% Adjusted EBITDA growth

TRAVERSE CITY, Mich., May 7, 2024 /PRNewswire/ -- Hagerty, Inc. (NYSE: HGTY), an automotive enthusiast brand and leading specialty vehicle insurance provider, announced today financial results for the three months ended March 31, 2024.

"We are off to a great start in 2024 as the initiatives undertaken in 2023 powered strong top-line momentum and significant margin expansion," said McKeel Hagerty, Chief Executive Officer and Chairman of Hagerty. "Total revenue gains of 24% were fueled by written premium growth of 19% as our brand strength and performance marketing efforts drove high rates of compounding growth in new members. Importantly, we are acquiring new customers and serving existing ones more efficiently than ever, resulting in operating margin expansion of 1,210 basis points."

"This laser focus on profitability resulted in a year-over-year improvement in Net Income of $23 million and Adjusted EBITDA of $21 million in what had historically been a seasonally weak quarter for the Company. Operating leverage and optimized business processes have shifted that paradigm," continued Mr. Hagerty.

"We are reaffirming our 2024 growth outlook given the great start to the year as we execute on our long range plan," added Mr. Hagerty. "Operating margins should continue to expand, powered by operational efficiencies, cost discipline, and sustained mid-teens revenue growth as we help car enthusiasts protect, buy and sell, and enjoy their special vehicles."

FIRST QUARTER 2024 FINANCIAL HIGHLIGHTS

    --  First quarter 2024 Total Revenue increased 24% year-over-year to $271.7
        million
    --  First quarter 2024 Written Premium increased 19% year-over-year to
        $218.3 million
    --  First quarter 2024 Commission and fee revenue increased 19%
        year-over-year to $88.8 million
        --  Policies in Force Retention was 88.7% as of March 31, 2024 compared
            to 87.9% as of March 31, 2023 and total insured vehicles increased
            6% year-over-year to 2.4 million
    --  First quarter 2024 Loss Ratio was 41.1% compared to 41.3% in the prior
        year period
    --  First quarter 2024 Earned Premium increased 29% year-over-year to $151.6
        million
        --  Earned Premium growth was driven by the strong Written Premium
            growth as well as the prior year's increased quota share to
            approximately 80%.
    --  First quarter 2024 Membership, Marketplace and other revenue increased
        18% year-over-year to $31.2 million
        --  First quarter 2024 Marketplace revenue increased 58% year-over-year
            to $10.5 million
        --  First quarter 2024 Membership revenue increased 7% year-over-year to
            $13.5 million
            --  Hagerty Drivers Club (HDC) paid members increased 8%
                year-over-year to approximately 831,000 compared to 768,000
    --  Cost containment and resource prioritization initiatives drove a 7.1%
        decline in General and administrative services and held salary and
        benefits growth to only 1.6% compared to the prior year period
    --  First quarter 2024 Operating Income of $12.2 million compared to an
        Operating Loss of $16.5 million in the prior year period.
        --  First quarter 2024 operating margin expanded by 1,210 bps compared
            to the prior year period
        --  First quarter 2024 depreciation and amortization was $10.6 million
            compared to $13.7 million in the prior year period. The decrease was
            primarily driven by a $3.6 million impairment of digital media
            content assets recorded in the prior year period, partially offset
            by a $0.4 million increase in amortization attributable to a higher
            base of information technology assets in the current period.
        --  First quarter 2023 results included restructuring charges of $5.5
            million. The prior year period's charges were primarily associated
            with a reduction in force, reduced hiring plans and cost containment
            initiatives
    --  First quarter 2024 Net Income of $8.2 million compared to a Net Loss of
        $15.0 million in the prior year period
        --  First quarter 2024 Net Income includes a $1.6 million increase in
            interest income due to higher rates and better investments, as well
            as the impacts from the change in fair value of warrant liabilities
    --  First quarter 2024 Adjusted EBITDA (a non-GAAP measure) of $27.3 million
        compared to $6.7 million in the prior year period
    --  First quarter 2024 Basic and Diluted Earnings per Share was $(0.04)
        --  First quarter 2024 Adjusted EPS (a non-GAAP measure) was $0.04

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

2024 OUTLOOK -- GROWTH AND PROFITABILITY

Despite the uncertain macro environment and challenging dynamics for the insurance industry with heightened inflationary pressures, 2024 is on track to be another year of strong top-line growth and margin expansion for Hagerty as our performance-based culture powers great results for stakeholders. We remain focused on growing our Insurance, Membership and Marketplace businesses, positioning us to deliver compounding profit growth over the coming years and fund our purpose to save driving and fuel car culture for future generations.

    --  Key 2024 business priorities include:
        --  Further improve loyalty to drive renewals and referrals
        --  Enhance member experience in a cost effective and efficient way
        --  Build Hagerty Marketplace into the most trusted and preferred place
            to buy, sell, and finance collector cars
        --  Expand insurance offerings, particularly in the post-1980s
            collectible space
    --  For full year 2024, the company reaffirmed its outlook to deliver:
        --  Written Premium growth of 13-14%
        --  Total Revenue growth of 15-17%
        --  Net Income growth of 116-148%
        --  Adjusted EBITDA growth of 41-53%

                                                                 2024 Outlook                      2024 Growth


                            in thousands 2023 Results   Low End               High End   Low End               High End



     Total Written Premium                  $907,175 $1,025,000              $1,034,000       13 %                   14 %



     Total Revenue                        $1,000,213 $1,150,000              $1,170,000       15 %                   17 %



     Net Income (1)                          $28,179    $61,000                 $70,000      116 %                  148 %



     Adjusted EBITDA                         $88,162   $124,000                $135,000       41 %                   53 %


     
     (1) Net income range assumes no impact from
              warrants.

Conference Call Details
Hagerty will hold a conference call to discuss the financial results today at 10:00 am Eastern Time. A webcast of the conference call, including the Company's Investor Presentation highlighting first quarter 2024 financial results, will be available on Hagerty's investor relations website at investor.hagerty.com. The dial-in for the conference call is (877) 423-9813 (toll-free) or (201) 689-8573 (international). Please dial the number 10 minutes prior to the scheduled start time.

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

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

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

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

About Hagerty, Inc. (NYSE: HGTY)

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

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

Category: Financial

Source: Hagerty


                                                                      
              
                Hagerty, Inc.

                                                                 
      
      Condensed Consolidated Statements of Operations (Unaudited)




                                                                                                                                            
          Three months ended March 31,


                                                                                                                                       2024        2023         
              $ Change              % Change





     REVENUE:                                                                                                                                  in thousands (except percentages and per share
                                                                                                                                                                    amounts)



     Commission and fee revenue                                                                                                    $88,840     $74,612                     $14,228                 19.1 %



     Earned premium                                                                                                                151,619     117,231                      34,388                 29.3 %



     Membership, marketplace and other revenue                                                                                      31,249      26,509                       4,740                 17.9 %



     Total revenue                                                                                                                 271,708     218,352                      53,356                 24.4 %



     OPERATING EXPENSES:



     Salaries and benefits                                                                                                          56,116      55,232                         884                  1.6 %



     Ceding commissions, net                                                                                                        70,930      55,425                      15,505                 28.0 %



     Losses and loss adjustment expenses                                                                                            62,356      48,412                      13,944                 28.8 %



     Sales expense                                                                                                                  39,660      35,113                       4,547                 12.9 %



     General and administrative services                                                                                            19,862      21,381                     (1,519)               (7.1) %



     Depreciation and amortization                                                                                                  10,560      13,743                     (3,183)              (23.2) %



     Restructuring, impairment and related charges, net                                                                                         5,535                     (5,535)                   N/M



     Total operating expenses                                                                                                      259,484     234,841                      24,643                 10.5 %



     OPERATING INCOME (LOSS)                                                                                                        12,224    (16,489)                     28,713                174.1 %



     Change in fair value of warrant liabilities                                                                                   (6,140)      (515)                    (5,625)                   N/M



     Interest and other income (expense)                                                                                             7,244       5,647                       1,597                 28.3 %



     INCOME (LOSS) BEFORE INCOME TAX EXPENSE                                                                                        13,328    (11,357)                     24,685                    N/M



     Income tax expense                                                                                                            (5,129)    (3,668)                    (1,461)              (39.8) %



     NET INCOME (LOSS)                                                                                                               8,199    (15,025)                     23,224                154.6 %



     Net (income) loss attributable to non-controlling interest                                                                    (9,550)     12,926                    (22,476)             (173.9) %



     Accretion of Series A Convertible Preferred Stock                                                                             (1,838)                               (1,838)               100.0 %



     NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS                                                                $(3,189)   $(2,099)                   $(1,090)                51.9 %





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



     Basic                                                                                                                         $(0.04)    $(0.03)



     Diluted                                                                                                                       $(0.04)    $(0.03)





     Weighted average shares of Class A Common Stock outstanding:



     Basic                                                                                                                          84,656      83,227



     Diluted                                                                                                                        84,656      83,227





     N/M = Not meaningful


                                                                                                   
              
                Hagerty, Inc.

                                                                                 
              
                Condensed Consolidated Balance Sheets (Unaudited)




                                                                                                                                                           March 31, 2024                  December 31, 2023





              
                ASSETS                                                                                                                                      in thousands (except share amounts)



              Current Assets:



              Cash and cash equivalents                                                                                                                         $131,207                            $108,326



              Restricted cash and cash equivalents                                                                                                               595,601                             615,950



              Accounts receivable                                                                                                                                 71,883                              71,530



              Premiums receivable                                                                                                                                157,105                             137,525



              Commissions receivable                                                                                                                              14,877                              79,115



              Notes receivable                                                                                                                                    56,509                              35,896



              Deferred acquisition costs, net                                                                                                                    136,925                             141,637



              Other current assets                                                                                                                                80,865                              60,239



              Total current assets                                                                                                                             1,244,972                           1,250,218



              Notes receivable                                                                                                                                     4,438                              17,018



              Property and equipment, net                                                                                                                         19,820                              20,764



              Lease right-of-use assets                                                                                                                           49,412                              50,515



              Intangible assets, net                                                                                                                              88,335                              91,924



              Goodwill                                                                                                                                           114,195                             114,214



              Other long-term assets                                                                                                                              49,076                              43,559



              TOTAL ASSETS                                                                                                                                    $1,570,248                          $1,588,212



              
                LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY



              Current Liabilities:



              Accounts payable, accrued expenses and other current liabilities                                                                                   $94,896                             $87,175



              Losses payable and provision for unpaid losses and loss adjustment expenses                                                                        204,075                             198,508



              Commissions payable                                                                                                                                 71,070                             108,739



              Due to insurers                                                                                                                                     97,367                              79,815



              Advanced premiums                                                                                                                                   37,749                              20,471



              Unearned premiums                                                                                                                                  312,702                             317,275



              Contract liabilities                                                                                                                                31,330                              30,316



              Total current liabilities                                                                                                                          849,189                             842,299



              Long-term lease liabilities                                                                                                                         49,198                              50,459



              Long-term debt, net                                                                                                                                 91,470                             130,680



              Warrant liabilities                                                                                                                                 40,158                              34,018



              Deferred tax liability                                                                                                                              15,298                              15,937



              Contract liabilities                                                                                                                                16,835                              17,335



              Other long-term liabilities                                                                                                                          2,607                               4,139



              TOTAL LIABILITIES                                                                                                                                1,064,755                           1,094,867



              Commitments and Contingencies



              
                TEMPORARY EQUITY 
                (1)



              Preferred stock, $0.0001 par value (20,000,000 shares authorized, 8,483,561 Series A Convertible                                                    84,674                              82,836
    Preferred Stock issued and outstanding as of March 31, 2024 and December 31, 2023)



              
                STOCKHOLDERS' EQUITY



              Class A Common Stock, $0.0001 par value (500,000,000 shares authorized, 84,655,539 and                                                                   8                                   8
    84,588,536 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)



              Class V Common Stock, $0.0001 par value (300,000,000 authorized, 251,033,906 shares issued                                                              25                                  25
    and outstanding as of March 31, 2024 and December 31, 2023)



              Additional paid-in capital                                                                                                                         564,082                             561,754



              Accumulated earnings deficit                                                                                                                     (470,346)                          (468,995)



              Accumulated other comprehensive income (loss)                                                                                                        (236)                               (88)



              Total stockholders' equity                                                                                                                          93,533                              92,704



              Non-controlling interest                                                                                                                           327,286                             317,805



              Total equity                                                                                                                                       420,819                             410,509



              TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY                                                                                    $1,570,248                          $1,588,212


     
     (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)




                                                                                                                                                             Three months ended March 31,


                                                                                                                                                            2024                  2023





     
                OPERATING ACTIVITIES:                                                                                                                                  in thousands



     Net income (loss)                                                                                                                                   $8,199             $(15,025)



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



     Change in fair value of warrant liabilities                                                                                                          6,140                   515



     Depreciation and amortization                                                                                                                       10,560                13,743



     Provision for deferred taxes                                                                                                                         (571)                  937



     Share-based compensation expense                                                                                                                     4,543                 4,113



     Non-cash lease expense                                                                                                                               2,197                 3,147



     Other                                                                                                                                                1,140                   814



     Changes in operating assets and liabilities:



     Accounts, premiums and commission receivable                                                                                                        42,736                 3,777



     Deferred acquisition costs, net                                                                                                                      4,712               (6,344)



     Losses payable and provision for unpaid losses and loss adjustment expenses                                                                          5,567               (5,302)



     Commissions payable                                                                                                                               (37,669)             (14,084)



     Due to insurers                                                                                                                                     17,642                19,510



     Advanced premiums                                                                                                                                   17,299                17,422



     Unearned premiums                                                                                                                                  (4,573)               11,791



     Operating lease liabilities                                                                                                                        (2,282)              (2,896)



     Other assets and liabilities, net                                                                                                                 (17,402)             (20,390)



     Net Cash Provided by Operating Activities                                                                                                           58,238                11,728



     
                INVESTING ACTIVITIES:



     Capital expenditures                                                                                                                               (4,538)              (8,133)



     Acquisitions, net of cash acquired                                                                                                                 (3,843)              (6,076)



     Issuance of notes receivable                                                                                                                      (17,828)              (7,833)



     Collection of notes receivable                                                                                                                      11,041                   415



     Purchase of fixed income securities                                                                                                                (2,956)              (4,348)



     Maturities of fixed income securities                                                                                                                1,075                 1,150



     Other investing activities                                                                                                                         (1,238)                   22



     Net Cash Used in Investing Activities                                                                                                             (18,287)             (24,803)



     
                FINANCING ACTIVITIES:



     Payments on long-term debt                                                                                                                        (45,331)             (47,250)



     Proceeds from long-term debt, net of issuance costs                                                                                                  8,098                27,871



     Contribution from non-controlling interest                                                                                                               -                  500



     Net Cash Used in Financing Activities                                                                                                             (37,233)             (18,879)



     Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents                                                (186)                  154





     Change in cash and cash equivalents and restricted cash and cash equivalents                                                                         2,532              (31,800)



     Beginning cash and cash equivalents and restricted cash and cash equivalents                                                                       724,276               539,191



     Ending cash and cash equivalents and restricted cash and cash equivalents                                                                         $726,808              $507,391

Hagerty, Inc.
Key Performance Indicators and Certain Non-GAAP Financial Measures

Key Performance Indicators

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


                                                   Three months ended March 31,


                                                    2024                            2023



     
                Operational Metrics



     Total Written Premium (in thousands)      $218,286                        $182,850



     Loss Ratio                                  41.1 %                         41.3 %



     New Business Count - Insurance              59,286                          51,762





     
                GAAP Measures



     Total Revenue (in thousands)              $271,708                        $218,352



     Operating Income (Loss) (in thousands)     $12,224                       $(16,489)



     Net Income (Loss) (in thousands)            $8,199                       $(15,025)



     Basic Earnings (Loss) Per Share            $(0.04)                        $(0.03)



     Diluted Earnings (Loss) Per Share          $(0.04)                        $(0.03)





     
                Non-GAAP Financial Measures



     Adjusted EBITDA (in thousands)             $27,327                          $6,705



     Adjusted Earnings (Loss) Per Share           $0.04                         $(0.04)




                                               March 31,                   December 31,


                                                    2024                            2023



     
                Operational Metrics



     Policies in Force                        1,420,660                       1,401,037



     Policies in Force Retention                 88.7 %                         88.7 %



     Vehicles in Force                        2,411,360                       2,378,883



     HDC Paid Member Count                      830,839                         815,007



     Net Promoter Score (NPS)                        82                              82

Non-GAAP Financial Measures

Adjusted EBITDA

We define Adjusted EBITDA as consolidated Net income (loss), excluding interest and other income (expense), income tax expense, and depreciation and amortization, further adjusted to exclude (i) changes in the fair value of our warrant liabilities; (ii) share-based compensation expense; and when applicable, (iii) restructuring, impairment and related charges, net; (iv) the net gain or loss from asset disposals; (v) losses and impairments related to divestitures; and (vi) 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 definition of Adjusted EBITDA may be different than similarly titled measures used by other companies in our industry, which could reduce the usefulness of this non-GAAP financial measure when comparing our performance to that of other companies.

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


                                                         
            Three months ended
                                                            
              March 31,


                                                              2024                  2023




                                                                            in thousands



     Net income (loss)                                     $8,199             $(15,025)



     Interest and other income (expense) (1)              (7,244)              (5,647)



     Income tax expense                                     5,129                 3,668



     Depreciation and amortization                         10,560                13,743



     EBITDA                                                16,644               (3,261)



     Restructuring, impairment and related charges, net                          5,535



     Change in fair value of warrant liabilities            6,140                   515



     Share-based compensation expense                       4,543                 3,916



     Other unusual items



     Adjusted EBITDA                                      $27,327                $6,705


     
     (1) Excludes interest expense related to the BAC Credit Facility, which is recorded within "Sales expense" on the Condensed
              Consolidated Statements of Operations.

The following table reconciles Adjusted EBITDA for the year ended December 31, 2024 Outlook to the most directly comparable GAAP measure, which is Net income (loss):


                                                  2024 Low           2024 High




                                                           in thousands



     Net income                                   $61,000              $70,000



     Interest and other (income) expense         (18,000)            (18,000)



     Income tax (benefit) expense                  17,250               19,250



     Depreciation and amortization                 46,000               46,000



     Change in fair value of warrant liabilities



     Share-based compensation expense              17,750               17,750



     Adjusted EBITDA                             $124,000             $135,000

Adjusted EPS

We define Adjusted Earnings (Loss) Per Share ("Adjusted EPS") as consolidated Net income (loss), less changes in the fair value of our warrant liabilities, divided by our outstanding and total potentially dilutive securities, which includes (i) the weighted average issued and outstanding shares of Class A Common Stock; (ii) all issued and outstanding non-controlling interest units of THG; (iii) all unexercised warrants; (iv) all unissued share-based compensation awards; and (v) all issued and outstanding shares of our Series A Convertible Preferred Stock on an as-converted basis.

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

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

Management uses Adjusted EPS:

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

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

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


                                                                                  
              Three months ended

                                                                                      
              March 31,


                                                                                        2024                    2023




                                                                                                     in thousands (except per share
                                                                                                      amounts)



     Numerator:



     Net income (loss) available to Class A Common Stockholders (1)                $(3,189)               $(2,099)



     Undistributed earnings allocated to Series A Convertible Preferred Stock



     Accretion of Series A Convertible Preferred Stock                                1,838



     Net income (loss) attributable to non-controlling interest                       9,550                (12,926)



     Consolidated net income (loss)                                                   8,199                (15,025)



     Change in fair value of warrant liabilities                                      6,140                     515



     Adjusted consolidated net income (loss) (2)                                    $14,339               $(14,510)





     Denominator:



     Weighted average shares of Class A Common Stock outstanding - basic(1)          84,656                  83,227



     Total potentially dilutive securities outstanding:



     Conversion of non-controlling interest units of THG to Class A Common Stock    255,499                 255,640



     Conversion of Series A Convertible Preferred Stock to Class A Common Stock       6,785



     Total unissued share-based compensation awards                                   8,256                   6,870



     Total warrants outstanding                                                      19,484                  19,484



     Potentially dilutive shares outstanding                                        290,024                 281,994



     Fully dilutive shares outstanding (2)                                          374,680                 365,221





     Basic EPS (1)                                                                  $(0.04)                $(0.03)





     Adjusted EPS (2)                                                                 $0.04                 $(0.04)


     
     (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