Hagerty, Inc.NYSE: HGTY

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

· Issued by Hagerty, Inc. via PR Newswire
  • 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.

Cision

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SOURCE Hagerty