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Press ReleasesIndustrialsHagerty Reports Second Quarter 2025 Results; Increases 2025 Outlook for Revenue and Profit Growth

Hagerty Reports Second Quarter 2025 Results; Increases 2025 Outlook for Revenue and Profit Growth

  • The Company increased its full year 2025 outlook for Total Revenue growth to 13-14%, Net Income growth of 43-53%, and Adjusted EBITDA growth of 30-38%
  • Second quarter 2025 Total Revenue increased 18% year-over-year to $368.7 million, and year-to-date 2025 Total Revenue increased 18% to $688.3 million
  • Second quarter 2025 Written Premium increased 11% year-over-year to $356.0 million, and year-to-date 2025 Written Premium increased 11% to $600.3 million
  • Second quarter 2025 Marketplace revenue increased 327% year-over-year to $26.8 million, and year-to-date 2025 Marketplace revenue increased 232% to $55.8 million
  • Second quarter 2025 Operating Income increased 25% year-over-year to $47.7 million, and year-to-date 2025 Operating Income increased 46% to $73.4 million
  • Second quarter 2025 Net Income increased 11% year-over-year to $47.2 million, and year-to-date 2025 Net Income increased 46% to $74.5 million
  • Second quarter 2025 Adjusted EBITDA increased 20% year-over-year to $63.7 million, and year-to-date 2025 Adjusted EBITDA increased 28% to $103.4 million
  • Second quarter 2025 Basic and Diluted Earnings Per Share was $0.09, and year-to-date 2025 Basic and Diluted Earnings Per Share was $0.16
  • The Company announced a non-binding LOI for a new fronting arrangement with Markel that would result in Hagerty controlling 100% of the premium as of January 1, 2026

TRAVERSE CITY, Mich., Aug. 4, 2025 /PRNewswire/ — Hagerty, Inc. (NYSE: HGTY), an automotive enthusiast brand and leading specialty vehicle insurance provider, announced today financial results for the three and six months ended June 30, 2025.

“We delivered solid results during the first half of 2025 with revenue growth of 18%, net income gains of 46%, and Adjusted EBITDA gains of 28%. We continued to expand our margins while making large investments in future growth, including rolling out State Farm Classic+, launching our Enthusiast+ product, building our European Marketplace team, and investing in the technology that will enable further margin expansion as we scale up over the coming years,” said McKeel Hagerty, Chief Executive Officer and Chairman of Hagerty.

“Given our first half results and strong business momentum, we have increased our 2025 revenue growth outlook to 13-14% as we help car enthusiasts protect, buy and sell, and enjoy their special vehicles. Margins are expanding faster than expected in our original outlook, and we now expect to deliver net income growth of 43-53% in 2025. We are well positioned for accelerating rates of top and bottom line growth as we move into 2026, including the recently announced evolution of our partnership with Markel that would result in Hagerty controlling 100% of the premium next year,” added Mr. Hagerty.

SECOND QUARTER AND YTD 2025 FINANCIAL HIGHLIGHTS

  • Second quarter 2025 Total Revenue increased 18% year-over-year to $368.7 million, and year-to-date 2025 Total Revenue increased 18% year-over-year to $688.3 million
  • Second quarter 2025 Written Premium increased 11% year-over-year to $356.0 million, and year-to-date 2025 Written Premium increased 11% year-over-year to $600.3 million
  • Second quarter 2025 Commission and fee revenue increased 11% year-over-year to $143.3 million, and year-to-date 2025 Commission and fee revenue increased 12% year-over-year to $243.6 million
    • Policies in Force Retention was 88.7% as of June 30, 2025 compared to 88.7% in the prior year period, and total insured vehicles increased 6% year-over-year to 2.7 million
  • Second quarter 2025 Loss Ratio was 42.3% including 1.6% of impact from catastrophe losses, compared to 41.1% in the prior year period. Year-to-date 2025 Loss Ratio was 42.2% including 4.1% of impact from catastrophe losses, compared to 41.1% in the prior year period
  • Second quarter 2025 Earned Premium increased 13% year-over-year to $177.8 million, and year-to-date 2025 Earned Premium increased 12% year-over-year to $347.1 million
  • Second quarter 2025 Membership, marketplace and other revenue increased 78% year-over-year to $47.6 million, and year-to-date 2025 Membership, marketplace and other revenue increased 68% year-over-year to $97.6 million
    • Second quarter 2025 Marketplace revenue increased 327% year-over-year to $26.8 million, and year-to-date 2025 Marketplace revenue increased 232% year-over-year to $55.8 million
      • The increase was primarily due to a higher level of inventory sales as well as our inaugural European auction at Concorso d’Eleganza Villa d’Este in May
    • Second quarter 2025 Membership revenue increased 11% year-over-year to $15.7 million, and year-to-date 2025 Membership revenue increased 12% year-over-year to $31.0 million
      • Hagerty Drivers Club (HDC) paid members increased 6% year-over-year to approximately 908,000 compared to 854,000
  • Second quarter 2025 Operating Income increased 25% year-over-year to $47.7 million, and year-to-date 2025 Operating Income increased 46% year-over-year to $73.4 million
    • Second quarter 2025 Operating Income margin increased by 70 bps, and year-to-date 2025 Operating Income margin increased by 210 bps compared to the prior year periods
      • Year-to-date 2025 General and administrative expenses increased 8.5% due primarily to an increase in software-related costs, and Salary and benefits increased 8.2% due to merit increases and higher headcount
    • Second quarter 2025 Depreciation and amortization was $8.8 million compared to $10.0 million in the prior year period, and year-to-date 2025 depreciation and amortization was $18.3 million compared to $20.6 million in the prior year period
  • Second quarter 2025 Net Income increased 11% year-over-year to $47.2 million, and year-to-date 2025 Net Income increased 46% year-over-year to $74.5 million
    • Second quarter 2025 Net Income included $5.7 million of interest and other income (expense), which included $10.7 million in interest and investment income, partially offset by $2.0 million of interest expense and a $3.1 million increase in our TRA liability
    • Year-to-date 2025 Net Income included $12.7 million of interest and other income (expense), which included $19.5 million in interest and investment income, partially offset by $3.9 million of interest expense and a $3.1 million increase in our TRA liability
  • Second quarter 2025 Adjusted EBITDA (a non-GAAP measure) increased 20% year-over-year to $63.7 million, and year-to-date 2025 Adjusted EBITDA increased 28% year-over-year to $103.4 million
  • Second quarter 2025 Basic and Diluted Earnings Per Share was $0.09, and year-to-date 2025 Basic and Diluted Earnings Per Share was $0.16
    • Second quarter 2025 Adjusted Earnings Per Share (a non-GAAP measure) was $0.13, and year-to-date 2025 Adjusted Earnings Per Share was $0.21
  • The Company ended the quarter with $140.3 million of unrestricted cash and $176.1 million of total debt, $38.9 million of which is back leverage for Broad Arrow Capital’s portfolio of loans collateralized by collector cars

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.

2025 OUTLOOK – SUSTAINED REVENUE GROWTH AND MARGIN EXPANSION

We believe 2025 is on track to be another year of strong profit growth for Hagerty as our team executes on our long-term plan to create value for stakeholders by delivering high rates of compounding revenue growth through investing in our long-term competitive advantages. In 2025, these investments aggregate to $20 million of elevated spend, primarily in our new technology platform, Duck Creek. Duck Creek will help us efficiently grow our business over the coming years. We remain focused on growing our Insurance, Membership and Marketplace businesses, positioning us to deliver sustained, compounding profit growth over the coming years, and fund our purpose to save driving and fuel car culture for future generations.

  • For full year 2025, Hagerty anticipates:
    • Written Premium growth of 13-14%
    • Total Revenue growth of 13-14%
    • Net Income growth of 43-53%
    • Adjusted EBITDA growth of 30-38%



 Prior 2025 Outlook1 ($)


Revised 2025 Outlook ($)


in thousands

2024 Results


Low End


High End


Low End


High End


Total Written Premium

$1,044,492


$1,180,000


$1,191,000


$1,180,000


$1,191,000


Total Revenue

$1,200,038


$1,344,000


$1,356,000


$1,356,000


$1,368,000


Net Income2, 4

$78,303


$102,000


$110,000


$112,000


$120,000


Adjusted EBITDA3, 4

$124,473


$150,000


$160,000


$162,000


$172,000













1  

Prior 2025 Outlook shared on the Company’s first quarter earnings call on May 7th, 2025.

2   

Fully diluted share count of approximately 361 million shares including Class A Common Stock, Class V Common Stock, Series A Convertible Preferred Stock, and share-based compensation awards.

3  

See Non-GAAP Financial Measures below for additional information regarding this non-GAAP financial measure.

4

Profit ranges incorporate $20 million of elevated technology investments in 2025, as well as approximately $10 million pre-tax impact from the Southern California wildfires.

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 its Investor Presentation highlighting second quarter 2025 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 statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements provided, other than statements of historical fact, are forward-looking statements, including those regarding Hagerty’s future operating results and financial position, Hagerty’s business strategy and plans, products, services, and technology implementations, market conditions, growth and trends, expansion plans and opportunities, and Hagerty’s objectives for future operations. The words “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” “contemplate,” and similar expressions, and the negative of these expressions, are intended to identify forward-looking statements.

Hagerty has based these forward-looking statements largely on current expectations about future events, which may not materialize. Actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. These factors include, among other things, Hagerty’s ability to: (i) compete effectively within our industry and attract and retain our insurance policyholders and paid Hagerty Drivers Club (“HDC”) subscribers; (ii) maintain key strategic relationships with our insurance distribution and underwriting carrier partners; (iii) prevent, monitor, and detect fraudulent activity; (iv) manage risks associated with disruptions, interruptions, outages or other issues with our technology platforms or our use of third-party services; (v) accelerate the adoption of our membership and marketplace products and services, as well as any new insurance programs and products we offer; (vi) enter into and successfully implement the proposed fronting arrangement with Markel; (vii) achieve the anticipated benefits of the proposed fronting arrangement with Markel; (viii) manage the cyclical nature of the insurance business, including through any periods of recession, economic downturn or inflation; (ix) address unexpected increases in the frequency or severity of claims, and (x) comply with the numerous laws and regulations applicable to our business, including state, federal and foreign laws relating to insurance and rate increases, privacy, the internet, and accounting matters.

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 Hagerty’s other press releases, reports and other filings with the Securities and Exchange Commission. Understanding the information contained in these filings is important in order to fully understand Hagerty’s reported financial results and its business outlook for future periods.

About Hagerty, Inc. (NYSE: HGTY)

Hagerty is an automotive enthusiast brand committed to saving driving and to 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 900,000 who can’t get enough of cars. 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,



2025


2024


$ Change


% Change

REVENUE:


in thousands (except percentages and per share amounts)

Commission and fee revenue


$     143,287


$     128,816


$       14,471


11.2 %

Earned premium


177,785


157,612


20,173


12.8 %

Membership, marketplace and other revenue


47,627


26,797


20,830


77.7 %

Total revenue


368,699


313,225


55,474


17.7 %

OPERATING EXPENSES:









Salaries and benefits


64,062


57,693


6,369


11.0 %

Ceding commissions, net


82,938


73,446


9,492


12.9 %

Losses and loss adjustment expenses


75,213


64,729


10,484


16.2 %

Sales expense


67,380


47,990


19,390


40.4 %

General and administrative expenses


22,574


21,373


1,201


5.6 %

Depreciation and amortization


8,833


10,014


(1,181)


(11.8) %

Gain related to divestiture


(87)


87


N/M

Total operating expenses


321,000


275,158


45,842


16.7 %

OPERATING INCOME


47,699


38,067


9,632


(25.3) %

Loss related to warrant liabilities, net



(1,941)


1,941


N/M

Interest and other income (expense), net


5,664


12,342


(6,678)


(54.1) %

INCOME BEFORE INCOME TAX EXPENSE

53,363


48,468


4,895


10.1 %

Income tax expense


(6,161)


(5,811)


(350)


6.0 %

NET INCOME


47,202


42,657


4,545


10.7 %

Net income attributable to non-controlling interest

(36,229)


(32,279)


(3,950)


12.2 %

Accretion of Series A Convertible Preferred Stock

(1,875)


(1,839)


(36)


2.0 %

NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS

$         9,098


$         8,539


$            559


6.5 %









Earnings per share of Class A Common Stock:








Basic


$           0.09


$           0.09





Diluted


$           0.09


$           0.09














Weighted average shares of Class A Common Stock outstanding:








Basic


90,698


85,687





Diluted


90,698


85,687














N/M = Not meaningful

 

Hagerty, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

 



Six months ended June 30,



2025


2024


$ Change


% Change

REVENUE:


in thousands (except percentages and per share amounts)

Commission and fee revenue

$     243,574


$     217,656


$       25,918


11.9 %

Earned premium

347,140


309,231


37,909


12.3 %

Membership, marketplace and other revenue

97,578


58,046


39,532


68.1 %

Total revenue


688,292


584,933


103,359


17.7 %

OPERATING EXPENSES:









Salaries and benefits


123,165


113,809


9,356


8.2 %

Ceding commissions, net


160,271


144,376


15,895


11.0 %

Losses and loss adjustment expenses


146,343


127,085


19,258


15.2 %

Sales expense


122,006


87,650


34,356


39.2 %

General and administrative expenses


44,759


41,235


3,524


8.5 %

Depreciation and amortization


18,321


20,574


(2,253)


(11.0) %

Gain related to divestiture



(87)


87


N/M

Total operating expenses


614,865


534,642


80,223


15.0 %

OPERATING INCOME


73,427


50,291


23,136


46.0 %

Loss related to warrant liabilities, net



(8,081)


8,081


N/M

Interest and other income (expense), net


12,718


19,586


(6,868)


(35.1) %

INCOME BEFORE INCOME TAX EXPENSE

86,145


61,796


24,349


39.4 %

Income tax expense


(11,650)


(10,940)


(710)


6.5 %

NET INCOME


74,495


50,856


23,639


46.5 %

Net income attributable to non-controlling interest

(55,151)


(41,829)


(13,322)


31.8 %

Accretion of Series A Convertible Preferred Stock

(3,750)


(3,677)


(73)


2.0 %

NET INCOME ATTRIBUTABLE TO CLASS A COMMON STOCKHOLDERS

$       15,594


$         5,350


$       10,244


191.5 %









Earnings per share of Class A Common Stock:








Basic


$           0.16


$           0.06





Diluted


$           0.16


$           0.06














Weighted average shares of Class A Common Stock outstanding:








Basic


90,374


85,171





Diluted


91,247


86,072














N/M = Not meaningful

 

Hagerty, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

 



June 30,


December 31,



2025


2024

ASSETS


in thousands (except share amounts)

Current Assets:





Cash and cash equivalents


$                   140,300


$                   104,784

Restricted cash and cash equivalents


190,286


128,061

Investments


119,326


73,957

Accounts receivable


107,925


84,763

Premiums receivable


249,830


153,748

Commissions receivable


27,362


20,430

Notes receivable


83,478


45,417

Deferred acquisition costs, net


178,430


156,466

Other current assets


116,047


90,779

Total current assets


1,212,984


858,405

Investments


482,248


515,570

Notes receivable


17,931


11,555

Property and equipment, net


17,259


18,205

Lease right-of-use assets


42,549


44,485

Intangible assets, net


86,732


90,107

Goodwill


114,165


114,123

Other long-term assets


66,707


56,888

TOTAL ASSETS


$                2,040,575


$                1,709,338

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY





Current Liabilities:





Accounts payable, accrued expenses and other current liabilities


$                   138,349


$                     73,383

Losses payable and provision for unpaid losses and loss adjustment expenses


259,050


266,878

Ceding commissions payable


113,080


77,389

Advance premiums and due to insurers


188,403


108,352

Unearned premiums


410,496


357,539

Contract liabilities


36,602


31,905

Total current liabilities


1,145,980


915,446

Long-term lease liabilities


40,903


43,178

Long-term debt, net


153,383


104,968

Deferred tax liability


21,857


18,065

Contract liabilities


14,334


15,334

Other long-term liabilities


3,267


4,178

TOTAL LIABILITIES


1,379,724


1,101,169

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, 2025 and December 31, 2024)

82,813


84,663

STOCKHOLDERS’ EQUITY





Class A Common Stock, $0.0001 par value (500,000,000 shares authorized, 90,715,648 and 90,032,391

issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)

9


9

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

outstanding as of June 30, 2025 and December 31, 2024)

25


25

Additional paid-in capital


604,621


603,780

Accumulated earnings (deficit)


(432,634)


(451,978)

Accumulated other comprehensive income (loss)


262


(1,514)

Total stockholders’ equity


172,283


150,322

Non-controlling interest


405,755


373,184

Total equity


578,038


523,506

TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY


$                2,040,575


$                1,709,338






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,


2025


2024

OPERATING ACTIVITIES:

in thousands

Net income

$                   74,495


$                   50,856

Adjustments to reconcile net income to net cash from operating activities:




Loss on disposals of equipment, software and other assets

1,211


Loss related to warrant liabilities, net


8,081

Increase (decrease) in tax receivable agreement liability

3,078


Depreciation and amortization

18,321


20,574

Provision for deferred taxes

2,061


1,984

Share-based compensation expense

9,538


8,926

Non-cash lease expense

4,226


4,038

Realized (gain) loss on investments, net

(879)


(548)

(Accretion) amortization of discount and premium, net

(2,316)


(769)

Other

355


1,312

Changes in operating assets and liabilities:




Accounts, premiums and commissions receivable

(148,883)


(39,306)

Deferred acquisition costs, net

(21,964)


(17,670)

Losses payable and provision for unpaid losses and loss adjustment expenses

(7,828)


19,037

Ceding commissions payable

35,691


(7,639)

Advance premiums and due to insurers

78,846


75,869

Unearned premiums

52,957


45,234

Operating lease assets and liabilities

(4,534)


(4,531)

Other assets and liabilities, net

3,339


(43,193)

Net Cash Provided by Operating Activities

97,714


122,255

INVESTING ACTIVITIES:




Capital expenditures

(11,549)


(11,936)

Acquisitions, net of cash acquired, and other investments


(3,843)

Issuance of notes receivable

(26,617)


(32,136)

Collection of notes receivable

8,091


19,354

Purchases of fixed maturity securities

(98,455)


(455,766)

Proceeds from sales of fixed maturity securities

21,341


7,570

Proceeds from maturities of fixed maturity securities

75,470


5,596

Purchases of equity securities

(347)


(9,407)

Proceeds from sales of equity securities

378


Other investing activities

(151)


631

Net Cash Used in Investing Activities

(31,839)


(479,937)

FINANCING ACTIVITIES:




Payments on long-term debt

(124,493)


(60,757)

Proceeds from long-term debt, net of issuance costs

192,339


25,482

Distributions paid to non-controlling interest unit holders

(30,380)


(5,320)

Payment of Series A Convertible Preferred Stock dividends

(5,600)


(5,600)

Funding of TRA liability payments

(223)


Funding of employee tax obligations upon vesting of share-based payments

(2,452)


(4,588)

Other financing activities

289


Net Cash Provided by (Used in) Financing Activities

29,480


(50,783)

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

2,386


(289)





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

97,741


(408,754)

Beginning cash and cash equivalents and restricted cash and cash equivalents

232,845


724,276

Ending cash and cash equivalents and restricted cash and cash equivalents

$                 330,586


$                 315,522

 

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 financial measures prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and non-GAAP financial measures. 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 June 30,



2025


2024


Change

Operational Metrics


dollars in thousands (except per share amounts)

Total Written Premium


$    355,985


$    321,173


$     34,812


10.8 %

Hagerty Re Loss Ratio


42.3 %


41.1 %


1.2 %


N/M

Hagerty Re Combined Ratio


89.6 %


88.1 %


1.5 %


N/M

New Business Count Insurance


87,872


89,049


(1,177)


(1.3) %










GAAP Financial Measures









Total Revenue


$    368,699


$    313,225


$     55,474


17.7 %

Operating Income


$     47,699


$     38,067


$       9,632


25.3 %

Net Income


$     47,202


$     42,657


$       4,545


10.7 %

Basic Earnings Per Share


$         0.09


$         0.09


$            —


— %

Diluted Earnings Per Share


$         0.09


$         0.09


$            —


— %










Non-GAAP Financial Measures









Adjusted EBITDA


$     63,744


$     53,113


$     10,631


20.0 %

Adjusted Earnings Per Share


$         0.13


$         0.12


$         0.01


— %












Six months ended June 30,



2025


2024


Change

Operational Metrics


dollars in thousands (except per share amounts)

Total Written Premium


$    600,312


$    539,459


$     60,853


11.3 %

Hagerty Re Loss Ratio


42.2 %


41.1 %


1.1 %


N/M

Hagerty Re Combined Ratio


89.1 %


88.3 %


0.8 %


N/M

New Business Count Insurance


143,181


148,335


(5,154)


(3.5) %










GAAP Financial Measures









Total Revenue


$    688,292


$    584,933


$    103,359


17.7 %

Operating Income


$     73,427


$     50,291


$     23,136


46.0 %

Net Income


$     74,495


$     50,856


$     23,639


46.5 %

Basic Earnings Per Share


$         0.16


$         0.06


$         0.10


166.7 %

Diluted Earnings Per Share


$         0.16


$         0.06


$         0.10


166.7 %










Non-GAAP Financial Measures









Adjusted EBITDA


$    103,352


$     80,440


$     22,912


28.5 %

Adjusted Earnings Per Share


$         0.21


$         0.16


$         0.05


— %










N/M = Not meaningful

 



June 30,


December 31,







2025


2024


Change

Operational Metrics









Policies in Force


1,559,798


1,506,451


53,347


3.5 %

Policies in Force Retention


88.7 %


89.0 %


(0.3) %


N/M

Vehicles in Force


2,664,611


2,576,700


87,911


3.4 %

HDC Paid Member Count


907,963


875,822


32,141


3.7 %

Net Promoter Score (NPS)


82


82



— %










N/M = Not meaningful

Non-GAAP Financial Measures

Adjusted EBITDA

We define Adjusted EBITDA as consolidated Net income, excluding net interest and other income (expense), income tax expense, and depreciation and amortization, further adjusted to exclude (i) net gains and losses related to our warrant liabilities prior to the warrant exchange transaction that closed in July 2024 (the “Warrant Exchange”); (ii) share-based compensation expense; and when applicable, (iii) restructuring, impairment and related charges; (iv) gains, losses and impairments related to divestitures; and (v) certain other unusual items.

We present Adjusted EBITDA because we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. We use 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, 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 or other financial statement data presented in our Condensed Consolidated Financial Statements as indicators of financial performance. Our 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:



Three months ended

June 30,


Six months ended

June 30,



2025


2024


2025


2024



in thousands

Net income

$       47,202


$       42,657


$       74,495


$       50,856

Interest and other (income) expense, net 1, 2

(5,664)


(12,342)


(12,718)


(19,586)

Income tax expense

6,161


5,811


11,650


10,940

Depreciation and amortization

8,833


10,014


18,321


20,574

EBITDA

56,532


46,140


91,748


62,784

Loss related to warrant liabilities, net


1,941



8,081

Share-based compensation expense

5,146


4,383


9,538


8,926

Gain related to divestiture



(87)



(87)

Other unusual items 3

2,066


736


2,066


736

Adjusted EBITDA

$       63,744


$       53,113


$     103,352


$       80,440










1

Excludes interest expense related to the BAC Credit Facility, which is recorded within “Sales expense” in the Condensed Consolidated Statements of Operations.

2 

Includes interest income and net investment income related to our investment portfolio.

3   

Other unusual items includes certain legal settlement expenses, certain professional fees, and certain material severance expenses for the three and six months ended June 30, 2025 and professional fees associated with the Warrant Exchange for the three and six months ended June 30, 2024.

The following table reconciles Adjusted EBITDA for the year ended December 31, 2025 Outlook to the most directly comparable GAAP measure, which is Net income:



2025 Low


2025 High



in thousands

Net income

$           112,000


$           120,000

Interest and other (income) expense, net 1, 2

(32,000)


(32,000)

Income tax expense

23,000


25,000

Depreciation and amortization

39,000


39,000

Share-based compensation expense

20,000


20,000

Adjusted EBITDA

$           162,000


$           172,000






1

Excludes interest expense related to the BAC Credit Facility, which is recorded within “Sales expense” in the Condensed Consolidated Statements of Operations.

2 

Includes interest income and net investment income related to our investment portfolio.

Adjusted EPS

We define Adjusted Earnings Per Share (“Adjusted EPS”) as consolidated Net income, excluding net gains and losses related to our warrant liabilities prior to the Warrant Exchange, 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 issued and outstanding shares of our Series A Convertible Preferred Stock on an as-converted basis; (iv) all unissued share-based compensation awards; and (v) all unexercised warrants outstanding prior to the Warrant Exchange.

The most directly comparable GAAP measure to Adjusted EPS is basic earnings per share (“Basic EPS”), which is calculated as Net income 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 with our outstanding and potentially dilutive shares, provides useful information to investors regarding our performance on a fully consolidated and fully diluted basis.

Management uses Adjusted EPS (i) as a measurement of operating performance of our business on a fully consolidated and fully diluted basis; (ii) to evaluate the performance and effectiveness of our operational strategies; and (iii) 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,



2025


2024


2025


2024



in thousands (except per share amounts)

Numerator:








Net income available to Class A Common Stockholders 1

$         8,465


$         7,912


$       14,505


$         4,955

Accretion of Series A Convertible Preferred Stock

1,875


1,839


3,750


3,677

Undistributed earnings allocated to Series A Convertible Preferred Stock

633


627


1,089


395

Net income attributable to non-controlling interest

36,229


32,279


55,151


41,829

Consolidated net income

47,202


42,657


74,495


50,856

Loss related to warrant liabilities, net


1,941



8,081

Adjusted consolidated net income 2

$       47,202


$       44,598


$       74,495


$       58,937









Denominator:








Weighted average shares of Class A Common Stock outstanding 1

90,698


85,687


90,374


85,171

Total potentially dilutive securities outstanding:








Non-controlling interest THG units

255,100


255,368


255,100


255,368

Series A Convertible Preferred Stock, on an as-converted basis

6,785


6,785


6,785


6,785

Total unissued share-based compensation awards

8,712


8,228


8,712


8,228

Total warrants outstanding


3,876



3,876

Potentially dilutive shares outstanding

270,597


274,257


270,597


274,257

Fully dilutive shares outstanding 2

361,295


359,944


360,971


359,428










Basic EPS 1

$           0.09


$           0.09


$           0.16


$           0.06










Adjusted EPS 2

$           0.13


$           0.12


$           0.21


$           0.16










1

Numerator and Denominator of the GAAP measure Basic EPS

2

Numerator and Denominator of the non-GAAP measure Adjusted EPS

3

For the three and six months ended June 30, 2024, the dilutive impact of the outstanding warrants included in the calculation of Adjusted EPS represents the number of Class A Common Stock shares issued in relation to the Warrant Exchange.

 

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SOURCE Hagerty

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