Filed by Thayer Ventures Acquisition Corporation | ||
pursuant to | ||
Rule 425 under the Securities Act of 1933 | ||
and deemed filed pursuant to Rule 14a-12 | ||
under the Securities Exchange Act of 1934 | ||
Subject Company: Thayer Ventures Acquisition | ||
Corporation | ||
Registration No. 333-259570 |
This filing relates to the proposed business combination between Inspirato LLC (Inspirato) and Thayer Ventures Acquisition Corporation (Thayer) pursuant to the terms of that certain Business Combination Agreement, dated as of June 30, 2021 (the Business Combination Agreement).
Investor Presentation
JANUARY 2022
Disclaimer
Confidentiality, Proprietary
Information and Forward-Looking Statements
Confidentiality and Disclosures
This presentation has been prepared for use by Thayer Ventures Acquisition Corp (TVAC) and Inspirato LLC (Inspirato) in connection with
their proposed business combination. This presentation is for information purposes only and is being provided to you solely in your capacity as a potential investor in considering an investment in TVAC and may not be reproduced or redistributed, in
whole or in part, without the prior written consent of TVAC and Inspirato. Neither TVAC nor Inspirato makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation. The information in this
presentation and any oral statements made in connection with this presentation are subject to change and are not intended to be all-inclusive or to contain all the information that a person may desire in
considering an investment in TVAC and are not intended to form the basis of any investment decision in TVAC. This presentation does not constitute either advice or a recommendation regarding any securities. You should consult your own legal,
regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own decisions and perform your own independent investment analysis of an investment in TVAC and the transactions contemplated in this
presentation.
This presentation and any other oral or written statements made in connection with this presentation shall neither constitute an offer to sell nor
the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed business combination, nor shall there be any sale of securities in any jurisdiction
in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. This communication is restricted by law; it is not intended for distribution to, or use by any
person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
Additional Information and Where to Find It
In connection with the proposed business combination, TVAC filed a registration statement on Form S-4 which was declared effective on
January 18, 2022 (the Registration Statement) that includes a definitive proxy statement with respect to TVACs securities to be issued in connection with the proposed business combination that also constitutes a prospectus of
TVAC and has mailed a definitive proxy statement/prospectus and other relevant documents to its shareholders of record as of December 21, 2021. The Registration Statement, including the proxy statement/prospectus contained therein contains
important information about the proposed business combination and the other matters to be voted upon at a meeting of TVACs shareholders to be held to approve the proposed business combination and other matters (the Special Meeting)
and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Before making any voting decision, TVACs shareholders and other interested persons are advised to read the Registration
Statement and the proxy statement/prospectus, as well as any amendments or supplements thereto, and all other relevant documents filed or that will be filed with the SEC because they will contain important information about the proposed business
combination. TVAC shareholders will also be able to obtain copies of the definitive proxy statement/prospectus, without charge, at the SECs website at www.sec.gov or by directing a request to TVAC@mzgroup.us. The information contained on, or
that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.
Forward-Looking
Statements
Certain statements in this presentation may constitute forward-looking statements within the meaning of the federal securities laws.
Forward-looking statements include, but are not limited to, statements regarding TVACs or Inspiratos expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:
(i) the size, demands and growth potential of the markets for Inspiratos products and Inspiratos ability to serve those markets, (ii) the degree of market acceptance and adoption of Inspiratos products,
(iii) Inspiratos ability to compete with other companies engaged in the luxury travel industry, (iv) Inspiratos ability to continue to obtain new and renew its existing supply of luxury travel properties; Inspiratos
ability to attract and retain members, (v) the implied upside and implied valuation of Inspirato and (vi) Inspirators projected financial results, including whether Inspirato may optimize or prioritize for growth or margin within the
projected years and the resulting actual financial results and performance for such projected years. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intend, may, might,
plan, possible, potential, predict, project, should, strive, would and similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. You should carefully consider the risks and uncertainties described in TVACs reports filed with the SEC and available at the SECs website at www.sec.gov, including under the Risk Factors section of
TVACs final Registration Statement and other documents filed, or to be filed, by Thayer Ventures from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and TVAC and
Inspirato assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither TVAC nor Inspirato gives any assurance that either TVAC or Inspirato
will achieve its expectations.
Use of Projections
The financial projections,
estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond TVACs and Inspiratos control.
While all financial projections, estimates and targets are necessarily speculative, TVAC and Inspirato believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the
projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and
competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. In particular, assumptions around increased margins are predicated on reducing
growth-oriented acquisition and operating spend, achieving economies of scale and in-destination critical mass and a reduction in operating expenses. There can be no assurance that Inspirato will be able to
achieve these efficiencies and cost reductions or that if Inspirato does achieve them they will have the desired effect. The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that
TVAC and Inspirato, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.
Disclaimer (cont.)
Use of Data
The data contained herein is derived from various internal and external sources. All of the market data in the presentation involves a number of assumptions and limitations, and
there can be no guarantee as to the accuracy or reliability of such assumptions. Further, no representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other
information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. TVAC and Inspirato assume no obligation to update the information in this presentation. Further, the Inspirato
financial data, 2012 through 2017, included in this presentation were audited in accordance with private company AICPA standards.
Key Performance Metrics and Use
of Non-GAAP Financial Measures
This presentation includes certain non-GAAP
financial measures (including on a forward-looking basis) such as Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest
expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs, public company readiness expenses, and gain on
forgiveness of debt. Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. Using any such financial measure to analyze Inspiratos business would have material limitations because the calculations are based on the subjective
determination of management regarding the nature and classification of events and circumstances that investors may find significant. These non-GAAP measures are an addition, and not a substitute for or
superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Reconciliations of non-GAAP measures to their most directly comparable GAAP counterparts are included in the Appendix to this presentation. Inspirato believes that these non-GAAP measures of
financial results (including on a forward-looking basis) provide useful supplemental information to investors about Inspirato. Inspiratos management uses forward-looking non-GAAP measures to evaluate
Inspiratos projected financials and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures, including that they exclude significant expenses that
are required by GAAP to be recorded in Inspiratos financial measures. In addition, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial
performance, and therefore, Inspiratos non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking
non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
This presentation includes certain key performance metrics, such as ARR, LTV / CAC, Active Subscriptions, Active Subscribers and total nights delivered. Inspiratos management
uses these key performance metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance metrics may differ from estimates published by
third parties or from similarly titled metrics of other companies due to differences in methodology.
Participation in Solicitation
TVAC, Inspirato and their respective directors and officers may be deemed participants in the solicitation of proxies of TVAC shareholders in connection with the proposed business
combination. TVAC shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of TVAC in TVACs final prospectus, relating to the final Registration Statement, which has
been filed with the SEC on January 18, 2022. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to TVAC shareholders in connection with the proposed business combination. Additional
information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination has been included in the Registration Statement that TVAC has filed with the SEC.
Trademarks
TVAC and Inspirato own or have rights to various trademarks, service marks and
trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners.
The use or display of third parties trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with TVAC or Inspirato, or an endorsement or sponsorship by or of TVAC or
Inspirato. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that
TVAC or Inspirato will not assert, to the fullest extent under applicable law, their rights or the right of
the applicable licensor to these trademarks, service
marks, trade names and copyrights.
Todays presenters
Brent Handler Web Neighbor
Chris Hemmeter Mark Farrell
F O U N D E R & C E O C H I E F F I N A N C I A L O F F I C E R C OC E O C O C E O
20+ years experience in the 15+ years in corporate finance 35+ years experience in 18+ years experience in travel travel industry and real estate travel and hospitality and
transportation
Thayer Ventures & TVAC overview
TVAC Over
view
Affiliated with Thayer Ventures, TVAC is supported by a prominent investment platform for promising travel and transportation entrepreneurs since 20091
$176 million2 SPAC formed in order to invest in the travel and transportation market
Industry DNA
Comprised of investors from the travel industry including major real estate
owners, global hotel brands, industry experts and executives from leading corporations across the global travel sector
Our Target Thesis
Travel technology company with scale, growth and revenue visibility in an asset-light model
Proprietary technology and significant barriers to entry
Compelling narrative
through COVID-19 with resilient business model
Visionary management team and culture of innovation ready to go
on offense and propel growth post-COVID
Notes:
1. TVAC Q3 2021 10-Q SEC filing
2. Based on cash in trust disclosed in TVAC Q3 2021 10-Q SEC filing
Table of Contents
Section 1
Company Overview
Section 2
Business Highlights
Section 3
Financial & Transaction Summary
Section 4
Appendix
Section 1.
Company Overview
Sonoma, CA
MISSION STATEMENT
Deliver exceptional luxury
travel
experiences with superior service
and certainty
Inspirato founders revolutionized luxury subscription travel
2000 200 2 2010 2019 2022
Closed-ended luxury vacation club Open-ended luxury
vacation Introduced luxury travel subscription with owned real estate club with leased real estate with no nightly rates, taxes or fees
6-figure initiation fee and set price Affordable subscriptions with Highly complementary with for committed annual usage variable nightly rates Inspirato Club offering
Note:
1. Founders left Exclusive Resorts in 2009; founded Inspirato in 2010
Inspirato at a glance
To t a l R e ve nu e B Y T H
E N U M B E R S
( $ i n m m )
$885 $366mm $201mm 4.0x
12 19 CAGR: 39%
21 25 CAGR: 41% 2022E Revenue 2022E ARR1
2021E LTV / CAC2
$685
~13,800+ 799,000+ ~$85mm
Total Active Subscribers3 Total Nights Delivered4 Total Raised5
$507
R E P R E S E N TA T I V E R E P R E S E N TA T I V E $366 I N V E S TO R S PA RT N E R S
$217
$222 $179 $166 $157 $164 $118 $89 $46 $22
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021E 2022E 2023E 2024E 2025E
Source: Company financial model
Notes:
1. Annual Recurring Revenue (ARR) is calculated as the number of Active Subscriptions as of the end of a period multiplied by the then-current annualized subscription
rate for each applicable subscription type at the end of the period for which ARR is being calculated.
2. Lifetime Value (LTV) is calculated as total
subscription and usage-based revenue (including enrollment fees) for a subscribers expected time as a subscriber and adjusted for assumed margin based on management estimates. LTV includes revenue from upgrades (i.e., Club to Pass upgrades and
Dues Only adding Pass).
For purposes of calculating total LTV, Inspirato calculates LTV for each subscription type and calculates a weighted average by estimated
mix of new subscriber types. Customer Acquisition Cost (CAC) is calculated as total customer acquisition spend divided by customers acquired for a given period
3. Total Active Subscribers as of 12/31/2021 includes all subscribers who have one or more Active Subscription(s)
4. Total nights delivered through 12/31/2021 includes all Paid, Inspirato Pass, employee and other complimentary nights in all residences and hotels; excludes bookings from
experience travel and Inspirato Travel Services
5. Total equity capital raised as of 12/31/2021
The Inspirato platform
C L U B FO R E X C L U S I
V E A C C E S S T O : W I T H E N D - T O - E N D S E R V I C E
Enrollment Monthly Exclusive Inspiration Fee Subscription Nightly Rates 425+ 420+ $600 $600
Residences1 Hotel & Resort Partners1
P A S S Personal
Advisor
Experiences Partners & Events Enrollment Monthly NO Nightly
Fee Subscription Rates, Taxes, Experience Booking $2,500 $2,500 or Fees
S U P E R I O R T O T
R A D I T I O N A L H O S P I TA L I T Y
Highly Visible Subscription Revenue
Captive, Zero-Cost Demand
Profitable Loyalty Program
Note:
1. As of 12/31/2021; Inspiratos portfolio of more than 425 Residences and more
than 420 Hotel & Resort Partners are located across more than 230 destinations
Inspirato serves a highly attractive subscriber demographic
To t a l A c t ive S u b s c r i b e r C o u n t 1
( i n t h o u s a n d s )
~13,800 82%
1 2 21 25 CAGR: 17% Active Subscribers Married
As of 12/31/2021,
Inspirato added ~2,000 net Active Subscribers1 YTD 24.9 67% 54%
Total Active Subscribers1: ~13,800
Total Subscriptions3: ~14,900
Household Children at Home2 4
Annual Recurring Revenue :
$135 million 21.2
Income of $250k+2
17.9
15.1
Age Range2
5% 5% 13.8
13.1
12.4
17% 25-34 11.7
14% 11.4
35-44
45-54
55-64
29% 65-74
30% 75+
Source: Inspirato internal systems as of 12/31/2021, except for demographic statistics; company financial model as of 05/07/2021 2017 2018
2019 2020 2021 2022E 2023E 2024E 2025E Notes:
1. Total Active Subscribers as of 12/31/2021 includes all subscribers who have one ore more Active Subscription(s).
2. Demographic statistics per Inspirato internal systems as of 03/31/2021
3.
Active Subscriptions are subscriptions as of the measurement date that are paid in full, as well as those for which the Company expect payment for renewal
4.
Annual Recurring Revenue (ARR) is calculated as the number of Active Subscriptions as of the end of a period multiplied by the then-current annualized subscription rate for each applicable subscription type at the end of the period for
which ARR is being calculated.
Inspirato has increased controlled accommodations by over 28% in the past 6-months
To t a l R e s i d e n c e s a n d H o t e l Pe n t h o u s e s , S u i t e s & R o o m s
( # o f u n i t s ) Strategic opportunity to grow dedicated supply, 28% growth since June 30, 2021 including penthouses, suites and rooms, through luxury hospitality
relationships
538 82 420 30
30 5
M O N T A G E H E A L D S B U R G ( 8 ) M O N T A G E D E E R V A L L E Y ( 6 ) HEALDSBURG, CALIFORNIA PARK CITY, UTAH
385 426
I N S P I R A T O S O H O A T T H E L A N G H A M C H I C A G O ( 6 ) D O M I N I C K
( 2 6 ) CHICAGO, ILLINOIS
6/30/21 1 12/31/21 NEW YORK, NEW YORK Residences Residences Under Agreement Hotel Penthouses, Suites & Rooms
Source: Inspirato internal systems as of 12/31/2021 Note:
1. Represents
residences in which the Company has signed lease agreements but has yet to offer on the platform
Exclusive portfolio of unique luxury residences
90+
DES TINATIONS1
425+
RESIDENCES1
~$1.5bn
RESIDENCE P ORTFOLIO VALUE 1
Note:
1. Based on management estimates as of 12/31/2021; Figures are specific to
Inspiratos portfolio of Residences only (excludes Hotels & Resorts, Experiences, and Inspirato Travel Services)
Inspirato democratizes luxury travel with next-generation subscription platform
M A R K E T P L A C E F A M I L Y O F L U X U R Y S U B S C R I P T I O N O T A P R O P E R T Y & T I M E S H A R E B R A N D S B R A N D T R A V E L R E N T A L
M A N A G E R
Inspirato provides exceptional vacations with outstanding value
for travelers and attractive economics and efficiency for real estate and hospitality partners
Section 2.
Business Highlights
Los Cabos, Mexico
Business highlights
1 Large and Growing
Addressable Market
2 Inspirato Pass Defines Subscription Luxury Travel
3
Attractive Unit Economics
4 Significant Barriers to Entry
5 Multiple Avenues
for Continued Growth
1. Market
Demand TAM of $135bn, expected to grow
to $230bn by 2025
Market Demand TAM
2025
2019 Market Demand TAM
~9%
~$230bn
Market Demand TAM
~$135bn
Market Demand SAM Market Demand SAM
~$100bn ~$175bn
Total Addressable Market (TAM) represents total
spend on lodging by high-net-worth individuals1
Serviceable Addressable
Market (SAM) considers lodging spend by high-net-worth individuals engaged in luxury travel
Secular trends such as post-COVID travel recovery and rise of Work from Anywhere may accelerate industry growth
Inspiratos demand TAM growth will be mainly driven by momentum in tourism and
high-net-worth households
TAM
SAM
CAGR
Source: US Census Bureau, ILTM, Euromonitor, Knight Frank, Capgemini, Oxford Economics
Note:
1.
High-Net-Worth Individuals is defined as households with income greater than $250k / year or net worth greater than $1mm
1. Market
Supply TAM of $275bn expected to grow to
$385bn by 2025
Market Supply TAM
2025
2019 Market Supply TAM
~6%
~$385bn
Market Supply TAM
~$275bn
Market Supply SAM Market Supply SAM
~$65bn ~$90bn
TAM SAM CAGR
Total Addressable Market (TAM) represents total room revenues of luxury hotel chains and luxury private rentals
Serviceable Addressable Market (SAM) represents the market rental value of lodging assets accessible for Inspirato partnerships
Supply TAM growth rates expected to rebound towards pre-COVID levels starting in H2 2021
Inspiratos supply TAM growth will be mainly driven by momentum in luxury hotel market and private property rental market
Source: STR, AirDNA, Euromonitor, Co Star, Technavio, Skift
2. Inspirato Pass
Inspiratos business model
solves pain points for luxury travelers and hospitality suppliers
M A R K E TP L A C E P R O B L E M
I N S P I R AT O S O L U T I O N
Frustration with nightly rates, taxes and fees Simplicity
D E M A N D S I D E
Distrust of variable pricing Certainty
Global
Luxury Travelers Inconsistent quality and service Service
Perishable inventory with high fixed cost and Ability to move incremental inventory
S U P P LY
S I D E
low variable cost during both high and low seasons
Luxury
Hotels/Vacation
Inability to discount due to price integrity, Ability to discount without fear of
Rentals
repatriation and brand reputation repatriation and brand degradation
2. Inspirato Pass
Inspirato Pass is a safe haven
for luxury hospitality suppliers to distribute excess capacity
T H E R E I S 3 2 % S P O I L A G E I N T H E H O T E L I N D U S T R Y D U E T O :
Rate parity rules that restrict nonconforming pricing across distribution channels
Brand degradation risk from discounting, especially in the luxury sector
Low-spend guests from traditional opaque and flash-sale channels
W O R L D W I D E S P O I L A G E 1
E AC H DAY E A C H Y E A R
H O TE L N I G H T S 6mm 2bn
L UX U R Y 372k 136mm
H O TE L N I G H T S
E C O N O M I C $711mm $260bn
S P O I L A G E
L U X U R Y
E C O N O M I C $106mm $39bn
S P O I L A G E
Note:
1. Assumed spoilage based on analysis of 2019 STR Total World Trend Report and Total
World Luxury Class Trend Report
2. Inspirato Pass
Inspirato Pass is a safe haven
for luxury hospitality suppliers to distribute excess capacity
T H E R E I S 3 2 % S P O I L A G E I N T H E H O T E L I N D U S T R Y D U E T O :
Rate parity rules that restrict nonconforming pricing across distribution channels
Brand degradation risk from discounting, especially in the luxury sector
Low-spend guests from traditional opaque and flash-sale channels
W O R L D W I D E S P O I L A G E 1
E AC H DAY E A C H Y E A R
H O TE L N I G H T S 6mm 2bn
L UX U R Y 372k 136mm
H O TE L N I G H T S
E C O N O M I C $711mm $260bn
S P O I L A G E
L U X U R Y
E C O N O M I C $106mm $39bn
S P O I L A G E
Note:
1. Assumed spoilage based on analysis of 2019 STR Total World Trend Report and Total
World Luxury Class Trend Report
2. Inspirato Pass
Continued innovations with Pass
provide subscribers with greatly enhanced value and utility
1.8+ million
Inspirato Pass Trips1
Length of Stay
27% 27%
2-3 Nights
4-6 Nights
7+ Nights
46%
~570k ~760k
Beach Trips1 Metropolitan Trips1
~180k ~315k
Mountain Trips1 Lifestyle Trips1
Notes: Inspirato internal systems as of 12/31/2021
1. All available Pass Trips on Inspirato Pass website as of 12/31/2021
2.
Booking Window is defined as the length of time between date of Trip offered on Pass list and Trip check-in date; do not add to 100% due to rounding
Booking Window2
1% 4% 6%
<1 Month
1-2 Months
2-3 Months
3+ Months 88%
2. Inspirato Pass
Pass subscribers enjoy near limitless hospitality and exceptional value
T H E P E N I N S U L A C H I C A G O H O T E L V E R N E T H O T E L T E R R A I N S P I R AT O R E S I D E N C E CHICAGO, ILLINOIS PARIS, FRANCE JACKSON HOLE,
WYOMING ASPEN, COLORADO
3 Nights 5 Nights 2 Nights 4 Nights
1 YR
JOINED
ANNIVERSARY OCTOBER 20191 OCTOBER 2020
TH E P E N I N S U L A C H I C A G O I N S P I R AT O R E S I D E N C E S U B S C R I B E R T R A V E L S U M M A R Y CHICAGO, ILLINOIS VAIL, COLORADO
1 Night 7 Nights
U S A G E S U M M A RY F I N A N C I A L S U M M A R Y
Key Travel 22 nights Actual Trip Value $43,824 Reservation Date Booking Window 137 nights Subscription Cost2 $30,000 Check in Canceled/Idle 206 nights Passholder Savings $13,824
Notes:
1. Data from an actual Pass subscriber who joined in October 2019
2. Excludes $2,500 Pass enrollment fee
2. Inspirato Pass
Inspirato Pass proprietary
technology
I N V E N TO RY D ATA I N P U T PA T E N T S A L L O W E D A L G O R I T H M U S E R E X P E R I E N C E
Real-time shopping of millions of Allows for customizable trip selection Passholders quickly and easily find date, rate and trip options based on a multitude of criteria the best
travel options by filtering and sorting the trip list through the Inspirato Pass UX
~1.8 million
I N S P I R ATO
Inspirato
Direct Experiences PA S S T R I P S Residences Hotel
Hotel
In-house and Proprietary Wholesalers
Connections third-party
residential 175+ 1,700+ inventory
L UX U R Y UNIQUE D E S T I N AT I O N S U N I T S
M I L L I O N S O F Q U A L I F I E D T R I P S P O T E N T I A L T R I P S S E L E C T E D
Source: Inspirato internal systems as of 12/31/2021
2. Inspirato Pass
Growth from Pass launch through
pandemic
Pa s s A n n u a l R e c u r r i n g R e ve nu e 2
( $ i n m m )
PR E PA N D E M I C G R O W T H
(June 2019 February 2020)
0 to ~2,200 Expected growth with proven business model $149
A c t i v e P a s s h o l d e r s 1
Proven resiliency $73mm+
Launch &
$86
1 , 2 rapid growth
P a s s A R R $73
$60 $53
49%
P a s s A R R C o m p o u n d e d
$3
M o n t h l y G r o w t h R a t e 1 , 2
Q219 Q319 Q419 Q120 Q220 Q320 Q420 Q121 Q221 Q321 Q421 Q122E Q222E Q322E Q422E
Source: Company financial model
Notes:
1. As of 02/29/2020
2. ARR is calculated as the number of Active Subscribers as of the end of
a period multiplied by the then-current annualized subscription rate, based on the subscribers subscription type at the end of the period for which ARR is being calculated.
2. Inspirato Pass
Inspirato Pass requires fewer
subscribers to reach scale
# o f s u b s c r i b e r s r e q u i r e d f o r e a c h $ 1 0 0 m m i n a n n u a l s u b s c r i p t i o n r e ve n u e 1
Annual 834,000
Subscription Cost2
596,000
$120 Spotify $168 Netflix $468 Peloton $1,548 Rent the Runway
214,000
$8,5003 Wheels Up $30,0003 Inspirato Pass 64,600
Notes:
1. Annual subscription revenue is the product of the annual subscription cost
multiplied by the number of subscribers
2. Based on company websites as of 10/04/2021. Represents Spotify Premium Subscription, Netflix Standard Subscription,
Peloton All Access Membership, Rent the Runway 8-Item/Month Subscription and Wheels-Up Core Membership
3. Excludes enrollment fee; as of 10/04/2021
3. Unit Economics
Powerful leverage for driving
sustainable, long-term profitability
Strong unit economics drive profitable growth
Inspiratos data-driven approach to marketing Pass Annual Subscription Cost1: $30,000 spend and conversion funnel enables superior sales efficiency
Club Annual Subscription Cost1: $7,200
Club customer retention history serves as strong
proof points for projected Pass performance
2021 Customer Acquisition Cost2: ~$5,350
Loyal subscriber base enables LTV expansion through upgrade to Pass or Family / Premium
2017-2019 Avg. Club Customer Retention: ~83%
Sharing Add-On
2020 Club Customer Retention: ~78% Path to increasing subscriber LTV as scale enables margin expansion
2021 Projected LTV / 2021 CAC2: 4.0x+
Source: Company financial model
Notes:
1. Excludes enrollment fee
2. Lifetime Value (LTV) is calculated as total subscription and usage-based revenue (including enrollment fees) for a subscribers expected time as a subscriber
and adjusted for assumed margin based on management estimates. LTV includes revenue from upgrades (i.e., Club to Pass upgrades and Dues Only adding
Pass). For
purposes of calculating total LTV, Inspirato calculates LTV for each subscription type and calculates a weighted average by estimated mix of new subscriber types. Customer Acquisition Cost (CAC) is calculated as total customer
acquisition spend divided by customers acquired for a given period
3. Unit Economics
Rapid payback periods validate
sales and marketing spend
Pass Club
Indicative Monthly Subscription
Contribution Margin1: ~40% Indicative Monthly Subscription Contribution Margin1: ~67% A Payback Period Month-to-Month: 3 months A Payback Period Month-to-Month: 12 months
B Payback Period
Pre-Paying2: 6 months B B Payback Period Pre-Paying2: 14 months B
+400 A
+1,000 A
+400 +400 +400 +1,000
+1,000
($5,718)
(5,350) (5,350) +1,000 +2,500
+1,000 +400 +400 +1,000 +600 +400 +400
CAC3 M1 M2 M3 M4 M5 M6 CAC3 M1 M2 M3 M4 M11 M12 M13 M14
Enrollment Fee
Customer Acquisition Cost (CAC)3 ($) (Assumes 100% Margin
Contribution) ($) Monthly Subscription ($)
Source: Company financial model
Notes:
1. Inspirato calculates indicative monthly subscription contribution margin as the
weighted average margin of dues, residence, hotel and idle activities which are fully burdened for both COGS and OpEx expenses associated with delivering of these activities. For the avoidance of doubt, these indicative margins do not include
overhead costs and certain operating costs unassociated with delivering of these streams of revenue. Actual monthly subscription contribution margin for these revenue streams have historically varied greatly from month to month depending on the
activity usage of the passholder. Indicative monthly subscription contribution margin is included for illustrative purposes only. Monthly subscription contribution margin takes into consideration direct contribution associated with each subscription
and utilization mix of activities for each subscriber
2. Payback period shown is based on the revenue recognition schedule rather than cash flow; current assumed
margins for illustrative purposes based on management estimates
3. Customer Acquisition Cost (CAC) is calculated as total customer acquisition spend
divided by customers acquired for a given period
4. Barriers to Entry
Inspirato has built
significant barriers to entry that help protect its subscription products
1 2
3
C O N T R O L L E D /E X C L U S I V E R A T E & L U X U R Y S A L
E S & L U X U R Y I N V E N T O R Y C A L E N D A R C O N T R O L S E R V I C E
Through exclusive leases, manage and control Ability to effectively manage
and fully 440+ person sales and service organization, 425+ residences worth ~$1.5bn dictate rate and availability without including dedicated travel advisors and on-site landlord interference concierge
4 5 6 7
P R E D I C T A B L E P R O P R I E T A R Y T R U S T E D A N D I C O
N I C N E T W O R K SU B S C R I P T I O N R E V E N U E T E C H N O L O G Y L I F E S T Y L E B R A N D E F F E C T
~13.8k Active Subscriber1 base provides
Patents allowed business process technology $100mm+ invested during the last Growing, affluent subscriber base allows for consistent cash flow and stability that provides opaque subscription distribution 10 years aggressive property expansion,
improving value of perishable inventory proposition for subscribers
Source: Inspirato internal systems and management estimates as of
12/31/2021
1. Total Active Subscribers as of 12/31/2021 includes all subscribers who have one ore more Active Subscription(s)
4. Barriers to Entry
Invested $100mm+ in marketing
over the last 10 years
Efficient
Inventory Growth Greater efficiency,
higher occupancy, improved Broader Brand economic utilization and increased RevPAR1 Improve Retention Visibility
Lower inventory cost, lower subscriber
acquisition cost and increased volume with Enable Investment in Subscriber Lead captive, zero-cost demand Services & Experiences Generation
Enhanced service offerings and higher customer retention and engagement
Grow ARR
Efficient Subscriber Growth
Enhance LTV / CAC
Note:
1. RevPAR (Revenue per Available Unit) is calculated by dividing residence and hotel revenue by the total number of nights available for a given period
4. Barriers to Entry
Disciplined inventory
management
To t a l Ava i l ab l e N i g h t s & E xc l u s ive R e s i d e n c e C o u n t
% o f L e a s e s w i t h Te r m i n a t i o n
426
383
349 323
285 270 276 247
110 158 95 134
84 82
77 78 80 80 64
40
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Total Available Nights (in thousands)
Exclusive Residence Count
Source: Inspirato internal systems as of 12/31/2021 Notes:
1. Includes leases, net rate and revenue share agreements for residences
C l a u s e o f 1 Ye
a r o r L e s s 1
89%
% o f L e a s e s w i t h
Fo r c e M a j e u r e C l a u s e 1
89%
5. Growth
Multiple avenues for continued growth
I N V E S T M E N T I N T O
C O R E P L A T F O R M
Inventory expansion via luxury
vacation rental managers
2
E X P A N S I O N O F
I N S P I R A T O P A S S
Various price points
3
A D J A C E N T
L I F E S T Y L E E X P A N S I O N
Corporate incentive travel
Recycle capital through strategic
Sports & entertainment Bespoke & adventure
travel purchase / leaseback partnerships
Innovative platform investments International City & private clubs
Optimize sales and marketing
Bundled commercial air
Private aviation
5. Growth
Luxury vacation rental management market
is ripe for consolidation
Local and Niche Companies Scaled Platforms Luxury Travel Subscription
Thousands of local, micro players Incumbents with less than 20 properties under management
Insufficient marketing Volume offering-oriented Exclusively managed and controlled residences
End User
Inconsistent user experience Vacation roulette Branded, highly
curated luxury experience
Experience
Limited service offering
Limited service offering Personalized, in-destination service
Inefficient Visitor roulette
Attractive, high-end clientele
Owner Experience High fees Inflexible, with high fees Certainty of
fixed lease income
Narrow margins Unpredictable revenues Asset protection and preservation
Financial & Transaction Summary
Section 3.
Tuscany, Italy
Financial highlights
Proven Track Record
Strong Momentum in Recent Performance
& Leading Indicators/KPIs
Predictable Subscription Model with Reoccurring Revenue Upside
Attractive
Unit Economics
Demonstrated Capital Efficiency & Operating Leverage With Scale
Financial highlights
Eight consecutive years of growth with revenue CAGR of 39% from
2012 2019
Demand consistently increases to meet new property supply
Flexible asset-light cost structure provides ability to efficiently manage operating expenses
Stronger than expected performance as pandemic concerns ease
COVID recovery
tailwinds evidenced by occupancy of Q421, ~13pp higher than Q4191
Subscription revenue provides high visibility into go-forward plan
$96mm+ of 12-month forward bookings, an improvement of ~46% vs.
same period in 20192
Ability to rapidly scale revenue as existing customer base increases usage
Rapid payback periods on each subscriber acquired
Efficient LTV / CAC of 4.0x+
estimated for 2021E; leverage from greater sales and marketing
efficiency expected
Adjusted EBITDA3 positive in both 2019 and 2020
Asset-light leased portfolio
with flexible termination rights and force majeure provides the
benefits of control without the burdens of ownership
Source: Company financial model as of 05/07/2021 and Inspirato internal systems as of 12/31/2021 Notes:
1. As of 12/31/2021 compared to 12/31/2019
2. As of 12/31/2021 and 12/31/2019, respectively
3. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest
income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs,
public company readiness expenses, and gain on forgiveness of debt.
Historical and projected growth
A c t ive S u b s
c r i b e r s 1 R e ve nu e
( I n t h o u s a n d s ) ( $ i n m m )
21
25 CAGR: 16% 12 19 CAGR: 39%
24.9
21.2
17.9
15.1
13.1 13.8
11.7
2019 2020 2021 2022E 2023E 2024E 2025E
To t a l N i g h t s D e l ive r e d ( R e s i d e n c
e + H o t e l ) 2 A n n u a l R e c u r r i n g R e ve n u e 3
( I n t h o u s a n d s ) ( $ i n m m )
12 19 CAGR: 26% 12 19 CAGR: 58%
581 $ 456
21 25 CAGR: 42% 21 25 CAGR: 36%
448 223 $ 370 327 $ 285
231 170 144 123 $ 201 110 84 86 358 $135
48 278 $101 $91
40 204
28 96 144
70 56
2019 2020 2021 2022E 2023E 2024E 2025E
Residence Hotel 2019 2020 2021 2022E 2023E 2024E 2025E
Source: Company financial model as of 05/07/2021 Notes:
1. Total Active Subscribers as of 12/31/2021 includes all subscribers who have one ore more Active Subscription(s).
2. Total Nights Delivered includes all Paid, Inspirato Pass, employee and other complimentary nights in all residences or hotels; excludes bookings from experience travel and
Inspirato Travel Services
3. ARR is calculated as the number of Active Subscriptions as of the end of a period multiplied by the then-current annualized
subscription rate, based on the subscribers subscription type at the end of the period for which ARR is being calculated.
Accelerating momentum for Q4 2021, as core leading indicators for residence portfolio significantly surpass Q4 2019 levels
N e x t 1 2 m o n t h Pa i d & S t a y e d U s a g e B a c k l og 1 To t a l O c c u p a n c y 2
( $ i n m m )
+51% $69 84% +13pp
$45 70%
Dec 19 Dec 21 Q4 19 Q4 21
Pa i d A D R 3 Pa i d R e v PA R 4
+8% $1,649 $1,145 $1,525 +31%
$874
Q4 19 Q4 21 Q4 19 Q4 21
Source: Inspirato internal systems and residence portfolio as of 12/31/2021 Notes:
1. Value of residence reservations in the upcoming 12-month period as of 12/31/2019 and 12/31/2021, respectively
2. Total Occupancy is inclusive of Paid, Pass and complimentary trips associated with sales
3.
Paid ADR (Average Daily Rate) = Total Paid Residence Revenue / Total Paid Residence Nights
4. RevPAR (Revenue per Available Unit) is calculated by dividing
residence travel revenue, which does not include Pass Revenue, by the total number of nights available for a given period, excluding nights used for Pass Reservations.
As pandemic concerns ease and restrictions lift, pent up demand has been stronger than expected
To t a l N i g h t s B o o ke d 1
56,732
51,681 49,705 47,292 46,050
39,697 38,185 35,373 35,067
29,107 28,981
27,747
Q1 19 Q1 20 Q1 21 Q2 19 Q2 20 Q2 21 Q3 19 Q3 20 Q3 21 Q4 19 Q4 20 Q4 21
N e w A c t ive S u b s c r i b e r s 2
1,199 1,076 978 886 914 815 759 605 601 601 543
288
Q1 19 Q1 20 Q1 21 Q2 19 Q2 20 Q2 21
Q3 19 Q3 20 Q3 21 Q4 19 Q4 20 Q4 21
Source: Inspirato internal systems as of 12/31/2021 Notes:
1. Total Nights Booked includes all Paid, Inspirato Pass, employee and other complimentary nights in all residences and hotels; excludes bookings from experience
travel and Inspirato Travel Services
2. New Active Subscribers as of 12/31/2021 includes all new subscribers who have one or more Active Subscription(s).
Consistent track record of industry leading occupancy
2 0 1 9 2 0 2 1 O c c u p a n c y L e ve l s
89%
91%
88%
84%
78% 77% 77% 78% 72% 69% 70%
40%
Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4
20 Q1 21 Q2 21 Q3 21 Q4 21
2019 2020 2021
Despite pandemic-related disruption in Q4 2021, delivered 84% residence occupancy, thirteen percentage points higher than Q4 2019
Coming out of the pandemic, 2021 occupancy was significantly higher than 2020 and has surpassed pre-pandemic levels
Tailwinds from Work from Anywhere and Revenge Travel allow for aggressive expansion of both inventory and occupancy
Source: Inspirato internal systems as of 12/31/2021
Q3 2021 Financial Update
2021E ($ in thousands)
Q121A Q221A Q321A
(Forecasted)
Total Revenue $49,280
$52,286 $64,824 $222,373
Cost of Revenue1 32,089 35,623 42,394 153,766
Gross
Profit 17,191 16,663 22,430 68,607
Gross Margin 35% 32% 35% 31%
Sales & Marketing2 5,249 6,000 7,856 36,069
% of Revenue 11% 11% 12%
16%
Technology & Development2 883 897 1,177 16,757 % of Revenue 2% 2% 2% 8%
General & Administrative2,3 8,634 13,024 15,530 30,858
% of Revenue 18% 25% 24% 14%
Total Operating Expense2 14,766 19,921 24,563 83,683
% of Revenue 30% 38% 38%
38%
Adjusted EBITDA4 2,425 (3,258) (2,133) (15,077)
Adjusted EBITDA Margin5
5% (6%) (3%) (7%)
Source: Company financial model as of 05/07/2021 Notes:
1. Cost of Revenue excludes depreciation and amortization
2. Total operating expenses
presented in this presentation are consistent with our audited financial statements, however, we have reclassified certain expenses as follows:: (i) costs related to providing member services included in general and administrative and sales and
marketing in this presentation are reported as
Operations in our audited financial statements and (ii) corporate technology costs reported in technology and
development costs in this presentation are reported in general and administrative costs in our audited financial statements
3. General & Administrative
expense excludes equity-based compensation, pandemic-related severance costs and public company readiness costs.
4. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses,
losses on sale of assets, pandemic related severance costs,
public company readiness expenses, and gain on forgiveness of debt. We have not reconciled the non-GAAP measures for the future periods to their corresponding GAAP measures because certain reconciling items such as stock-based compensation depend on factors such as stock price and thus cannot be
reasonably predicted. Accordingly, reconciliation to the non-GAAP projected measures are not available. The GAAP measures may vary
significantly
5. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue
Financial projections (cont.)
Optimized Stabilized
Optimizing for Growth 3 3
Margin Projection
($ in thousands) 2021E 2022E 2023E 2024E 2025E 2025E Maturity
Subscription Revenue 95,808
161,619 226,128 303,126 381,493 366,612 562,500
Usage Revenue 126,565 204,646 280,930 381,535 503,259 466,332 687,500
Total Revenue 222,373 366,265 507,058 684,661 884,752 1 822,945 1 1,250,000
Revenue Growth 35%
65% 38% 35% 29% 20% 10%
Cost of Revenue 153,766 256,313 355,216 477,385 605,441 510,271 737,500
Gross Profit 68,607 109,953 151,842 207,277 279,311 2 312,673 2 512,500
Gross Margin 31% 30%
30% 30% 32% 38% 41%
Sales & Marketing 36,069 52,983 64,669 74,508 83,483 75,135 110,000
% of Revenue 16% 14% 13% 11% 9% 9% 9%
Technology & Development 16,757 19,617 19,925
22,603 25,679 25,679 30,000
% of Revenue 8% 5% 4% 3% 3% 3% 2%
General & Administrative 30,858 46,888 53,308 59,806 67,312 57,215 80,000
% of Revenue 14% 13% 11% 9% 8% 7% 6%
Total Operating Expense 83,683 119,489 137,902 156,917
176,474 158,029 220,000
% of Revenue 38% 33% 27% 23% 20% 19% 18%
Adjusted
EBITDA1 (15,077) (9,536) 13,940 50,359 102,837 3 154,645 3 292,500
Adjusted EBITDA Margin2 (7%) (3%) 3% 7% 12% 19% 23%
1 Moderating sales growth in the long term is a lever to reduce growth-oriented portfolio acquisition and operating spend Revenue Growth
29% â 10%
2 Projected Gross Margin enhancement driven by optimizing
composition of residence portfolio, economies of scale, and in-destination critical mass
Gross Margin
32% â 41%
3 Adjusted EBITDA margin of ~23% as a result of Gross Margin
expansion and reduction in Operating Expense, leveraging investments in platform across substantial Active Subscriber and ARR base
Adj. EBITDA Margin
12% â 23%
Source: Company financial model as of
05/07/2021. Please refer to Risk Factors Summary in Appendix Notes:
1. Adjusted EBITDA is a non-GAAP financial
measure that we define as net income (loss) before interest expense, interest income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance
costs, public company readiness expenses, and gain on forgiveness of debt.
2. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue
3. The information presented under Optimizing for Margin and Stabilized Projection Maturity are presented for illustrative purposes only. Inspirato may not
choose to prioritize or optimize for margin during the projected years to target achievement of such projections
Inspirato has numerous options for optimizing margin
Projected Margin Expansion
2021E 2025E Stabilized3 Revenue Growth: 35% 29%
10% Gross Margin: 31% 32% 41% Adjusted EBITDA Margin1, 2: (7%) 12% 23%
Growth: Subscription Sales vs. Revenue
✓ Subscription pricing
✓ ADR and utilization opportunity
Gross margin
✓ Portfolio optimization
✓ In-sourcing key vendor categories
Adjusted EBITDA Margin
✓ Moderate Sales & Marketing
✓
Leverage Technology spend
✓ Scale Corporate G&A
Source: Company financial model as of 05/07/2021 Notes:
1. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest
income, taxes, depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs, public company readiness expenses, and gain on forgiveness of debt.
2. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue
3.
The information presented under Stabilized is presented for illustrative purposes only. Inspirato may not choose to prioritize or optimize for margin during the projected years to target achievement of such projections
Transaction overview
Sources & Uses ($ in
mm)1
Sources Amount %
TVAC Cash2 $176 12% Cash Proceeds from PIPE3 90 6%
Equity Rollover 1,070 76% Existing Balance Sheet Cash 79 6%
Total Sources $1,415 100%
Uses Amount %
Cash to Balance Sheet 309 22% Equity Rollover 1,070 76% Transaction Costs 36 3%
Total Uses $1,415 100%
Notes: Assumes no redemptions
from TVAC investors. Excludes impact of 7.2mm sponsor warrants and 8.6mm public warrants
1. Sources & Uses / Pro Forma Ownership do not add to 100% due to
rounding
2. Excludes any interest earned on the TVAC Cash in Trust. TVAC Cash amount subject to change depending on the actual interest earned
3. Includes proceeds from the PIPE and direct placement by TVAC
4. Includes 107.0mm existing
shareholder rollover shares, 9.0mm PIPE shares, 2.8mm TVAC Sponsor shares (net of 1.5mm share forfeiture) and 17.3mm TVAC investor shares
Pro Forma Valuation ($ in
mm)
PF Shares Outstanding4 136.1
Share Price $10.00
PF Equity Value $1,361
(-) PF Net Cash (309)
PF Enterprise Value $1,052
PF EV / 2022E Revenue 2.9x
2022E Revenue $366
Pro Forma Ownership1
TVAC Sponsors TVAC Investors 2% 13%
Existing Shareholders PIPE 79% 7%
Section 4. Appendix
Breckenridge, CO
Financial projections
Optimizing for Growth
($ in thousands) 2018 2019 2020 2021E 2022E 2023E 2024E 2025E
Total Revenue
178,652 217,079 165,590 222,373 366,265 507,058 684,661 884,752
Revenue Growth 9% 22% (24%) 34% 65% 38% 35% 29%
Cost of Revenue1 112,855 137,132 98,864 153,766 256,313 355,216 477,385 605,441
Gross Profit
65,797 79,947 66,726 68,607 109,952 151,842 207,276 279,311
Gross Margin 37% 37% 40% 31% 30% 30% 30% 32%
Sales & Marketing2 23,569 26,300 15,525 36,069 52,983 64,669 74,508 83,483
% of
Revenue 13% 12% 9% 16% 14% 13% 11% 9%
Technology & Development2 11,951 13,756 12,943 16,757 19,617 19,925 22,603 25,679
% of Revenue 7% 6% 8% 8% 5% 4% 3% 3%
General & Administrative2,3 31,629 38,534 30,440
30,858 46,888 53,308 59,806 67,312
% of Revenue 18% 18% 18% 14% 13% 11% 9% 8%
Total Operating Expense2 67,149 78,590 58,908 83,684 119,488 137,902 156,917 176,474
% of Revenue 38% 36% 36% 38% 33% 27% 23% 20%
Adjusted EBITDA4 (1,352) 1,358 7,817 (15,077)
(9,536) 13,940 50,359 102,837
Adjusted EBITDA Margin5 (1%) 1% 5% (7%) (3%) 3% 7% 12%
Source: Company financial model as of 05/07/2021 Notes:
1. Cost of
Revenue excludes depreciation and amortization
2. Total operating expenses presented in this presentation are consistent with our audited financial statements,
however, we have reclassified certain expenses as follows:: (i) costs related to providing member services included in general and administrative and sales and marketing in this presentation are reported as Operations in our audited financial
statements and (ii) corporate technology costs reported in technology and development costs in this presentation are reported in general and administrative costs in our audited financial statements
3. General & Administrative expense excludes equity-based compensation and pandemic-related severance costs
4. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes,
depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs, public company readiness expenses, and gain on forgiveness of debt.
5. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue
Operating expenses
1 S a l e s & M a r ke
t i n g E x p e n s e s 2 Te c h n o l og y & D e ve l o p m e n t E x p e n s e s
( $ i n m m ) $83 ( $ i n m m )
$75 $26 $23 $65
$53 $20 $20 $17
$14 $13 $36 $26 $16
2019 2020 2021E 2022E 2023E 2024E 2025E 2019 2020 2021E 2022E 2023E 2024E
2025E
% of % of
12% 9% 16% 14% 13% 11% 9% 6% 8% 8% 5% 4% 3% 3% Revenue
Revenue
3 G e n e r a l & A d m i n i s t r a t ive E x p e n s e s K e y H i g h l i g h t s
( $ i n m m ) $67 $60
$53 Increase in S&M expenses attributed to building out salesforce
to drive
$47 1 acceleration in new Active Subscribers, cross-sell and upsell of existing products
$39
$30 $31 Investment in T&D to continue to optimize online functionality and platform 2
optimization G&A expected to decline as percent of revenue driven by economies of scale 2019 2020 2021E 2022E 2023E 2024E 2025E 3 and lack of need for additional corporate and senior team resources
% of
18% 18% 14% 13% 11% 9% 8%
Revenue
Source: Company financial model as of 05/07/2021. Please refer
to Risk Factors Summary in Appendix
Note: Total operating expenses presented in this presentation are consistent with our audited financial statements,
however, we have reclassified certain expenses as follows:: (i) costs related to providing member services included in general and administrative and sales and marketing in this presentation are reported as Operations in our audited financial
statements and (ii) corporate technology costs reported in technology and development costs in this presentation are reported in general and administrative costs in our audited financial statements
Non-GAAP measure reconciliation
($ in thousands) 2018 2019 2020 YTD 2021 (Q3)
Net Income (Loss) (11,337) (6,249) (540)
(13,599)
Interest Expense, net 2,232 999 542 483 Warrant Fair Value Losses (Gains) 72 66 (214) 456 Pandemic Related Severance 607 -Depreciation &
Amortization 6,524 5,107 4,633 3,158 Equity-Based Compensation 1,157 1,434 2,790 2,847 Public Company Readiness Costs 6,677 Gain on Forgiveness of Debt (9,518)
Adjusted EBITDA1 (1,352) 1,357 7,818 (9,496)
Note:
1. Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, interest income, taxes,
depreciation and amortization, equity-based compensation expense, warrant fair value gains and losses, losses on sale of assets, pandemic related severance costs, public company readiness expenses, and gain on forgiveness of debt.
Risk Factors Summary
1. The COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and will continue to materially adversely impact
Inspiratos business, results of operations, and financial condition.
2. Inspirato has a history of net losses and may not be able to achieve or sustain
profitability.
3. If Inspirato fails to retain existing subscribers or add new subscribers, its business, results of operations, and financial condition would be
materially adversely affected.
4. Inspiratos revenue growth rate has slowed, and it may not increase at the rates Inspirato anticipates in the future or at
all.
5. The hospitality market is highly competitive, and Inspirato may be unable to compete successfully with its current or future competitors.
6. Inspirato may be unable to effectively manage its growth.
7. Inspiratos subscriber
support function is critical to the success of Inspiratos business, and any failure to provide high-quality service could affect its ability to retain its existing subscribers and attract new subscribers.
8. Inspirato may not be able to obtain sufficient new and recurring supply of luxury accommodations and experiences or to renew its existing supply of luxury accommodations and
experiences.
9. Inspirato has limited experience with its pricing models, particularly for Inspirato Pass, and may not accurately predict the long-term rate of
subscriber adoption or renewal or the impact these will have on its revenue or results of operations.
10. Inspirato depends on its key personnel and other highly
skilled personnel, and if Inspirato fails to attract, retain, motivate or integrate its personnel, its business, financial condition and results of operations could be adversely affected.
11. Inspiratos business depends on its reputation and the strength of its brand, and any deterioration could adversely impact its business, financial condition, or results of
operations.
12. As a result of recognizing revenue in accordance with GAAP, Inspiratos financial statements may not immediately reflect changes in customer
bookings, cancellations and other operating activities.
13. The failure to successfully execute and integrate acquisitions could materially adversely affect
Inspiratos business, results of operations, and financial condition.
14. Inspirato relies on consumer discretionary spending and any decline or disruption in
the travel or hospitality industries or economic downturn would materially adversely affect its business, results of operations, and financial condition.
15. The
subscription travel market and the market for Inspiratos subscription offerings is still relatively new, and if it does not continue to grow, grows more slowly than expected or fails to grow as large as expected, Inspiratos business,
financial condition and results of operations could be adversely affected.
16. If Inspirato is unable to manage the risks presented by its international business
model, its business, results of operations, and financial condition would be materially adversely affected.
17. Inspirato may experience significant fluctuations
in its results of operations, which make it difficult to forecast its future results.
18. The hospitality industry is subject to seasonal and cyclical volatility,
which may contribute to fluctuations in Inspiratos results of operations and financial condition.
19. Inspiratos management has identified material
weaknesses in their internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of its
financial statements or cause it to fail to meet its periodic reporting obligations.
20. Inspirato faces risks related to Inspiratos intellectual property.
21. Inspiratos processing, storage, use and disclosure of personal data exposes it to risks of internal or external security breaches and could give rise to
liabilities and/or damage to reputation.
22. Unfavorable changes in government regulation or taxation of the evolving hospitality, internet and e-commerce industries could harm Inspiratos results.