- Record Quarterly Revenue of $65 Million, up
52% Year-over-Year -
- Reached $116 Million of ARR, Highest in the
Ten-Year History of the Company -
- Strengthening Demand Indicates 2021 Revenue
to Exceed Expectations -
Inspirato LLC (“Inspirato” or the “Company”), the innovative
luxury travel subscription brand, today announced financial results
for the third quarter and nine months ended September 30, 2021.
Third Quarter 2021 Highlights:
- Record Setting Third Quarter Results. Third quarter 2021
revenue, Total Active Subscribers*, Active Subscriptions*, and
Annual Recurring Revenue* all finished at the highest levels in
Company history.
- Robust Luxury Travel Demand Drives Record Revenue.
Revenue was $65 million in the third quarter, a 52% increase
year-over-year and a 15% increase as compared to the third quarter
of 2019.
- Innovative Subscription Model Powers Growth. Active
Subscribers increased to a record 13,191, an increase of 12%
year-to-date. Active Subscriptions increased to a record 14,114, an
increase of 12% year-to-date. Annual Recurring Revenue increased to
a record $116 million, a 27% increase year-to-date.
- Record Cash and Liquidity While Investing in Corporate
Infrastructure and Growth Initiatives. Cash flow used in
operating activities was $1.3 million for the quarter compared to
$5.2 million for the third quarter of 2020. Cash flow provided by
operating activities was $18.4 million year-to-date compared to
$4.6 million year to date in 2020. Free Cash Flow* was $(2.6)
million for the quarter and $15.7 million year-to-date, compared to
$(5.7) million for the third quarter and $1.1 million year to date
in 2020, resulting in a record cash balance of $81.8 million at
September 30,2021, an increase of $28.6 million in the trailing 12
months. Net loss was $9.1 million during the third quarter of 2021
and $13.6 million year-to-date in 2021, compared to net income of
$1.7 million during the third quarter of 2020 and $4.6 million
year-to-date in 2020. Adjusted EBITDA* was $(3.3) million during
the third quarter of 2021 and $(9.5) million year-to-date, compared
to $3.9 million during the third quarter of 2020 and $11.4 million
year-to-date in 2020. Total employees increased to 708, up 52%
year-to-date.
- Rapidly Growing Inventory to Respond to Luxury Consumer
Preferences for Curated, Private Accommodations. The Company
increased the total accommodations under our control, including
residences and hotel penthouses, suites and rooms to 492, up 17%
from the second quarter and 34% year-over-year. Total nights
delivered in the third quarter of 2021 increased to 40,403, up 71%
from the third quarter of 2020.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
*A reconciliation of GAAP to non-GAAP financial measures,
including Adjusted EBITDA and Free Cash Flow, is provided under the
heading "Non-GAAP Financial Measures” below. In addition,
definitions for our key business metrics, including Annual
Recurring Revenue, Active Subscribers and Active Subscriptions is
provided under the heading “Key Business Metrics” below.
Management Commentary:
Brent Handler, Chief Executive Officer, said: “We are very proud
of the continued momentum in the business during the third quarter
of 2021. We exceeded our growth expectations across all key metrics
including new subscriptions, new properties, occupancy and forward
bookings. Our subscription model is providing great value to our
customers and is now generating an Annual Recurring Revenue of $116
million as we have added nearly 1,500 new subscriptions
year-to-date. We continue to refine and offer more benefits to our
luxury subscriptions which we believe will propel our growth as we
close out 2021 and beyond. We are also very excited about the
launch of Inspirato Real Estate. This offering will help bring
additional residence supply onto the Inspirato platform while
providing real estate investors and luxury vacation homeowners a
world-class partner and a steady income stream. None of this would
have been possible without the unwavering support of the entire
Inspirato community, including our incredibly dedicated employees
and the thousands of members who have continued to trust us with
their travel.”
Web Neighbor, Chief Financial Officer, said: “By adding diverse,
high-quality inventory to meet the strong demand from our
subscribers, we were able to deliver a record quarter across a
number of key metrics. On the back of these results as well as
strengthening demand trends, we are on track to exceed our 2021
revenue expectations of $222 million.”
Recent Business Highlights:
- On June 30, 2021, the Company entered into a business
combination agreement with Thayer Ventures Acquisition Corporation
(Nasdaq: TVAC; “Thayer”). Upon closing of the business combination
contemplated thereby, the combined company will operate as
Inspirato, and its Class A common stock is expected to be listed on
Nasdaq under the ticker symbol “ISPO.” The business combination is
expected to close during the first quarter of 2022.
- Launched Inspirato Real Estate, a major strategic initiative to
accelerate expansion of its growing portfolio of branded luxury
vacation residences and add even more choices for its subscribers.
With the launch of Inspirato Real Estate, the Company plans to
enhance its supply pipeline by establishing a dedicated brand,
website and sales team to lease luxury vacation homes from owners
and investors who want to leverage Inspirato’s unique expertise to
help them reach their real estate and financial goals.
- In October 2021, the Company announced meaningful improvements
to Inspirato Pass, expanding the Pass Trip list from approximately
150,000 options to over 1.5 million, adding the flexibility to hold
multiple Pass reservations at the same time, and increasing the
average value of Pass trips.
About Inspirato
Launched in 2011, Inspirato is the innovative luxury travel
subscription brand that provides affluent travelers access to a
managed and controlled portfolio of hand-selected vacation options,
delivered through a subscription model to ensure the service and
certainty that affluent customers demand. The Inspirato Collection
includes branded luxury vacation homes available exclusively to
subscribers and guests, accommodations at five-star hotel and
resort partners, and custom travel experiences. In 2019, Inspirato
improved travel by introducing Inspirato Pass, the world’s first
luxury travel subscription inclusive of nightly rates, taxes, and
fees. On June 30, 2021, Inspirato entered into a definitive merger
agreement with Thayer Ventures Acquisition Corp. (Nasdaq: TVAC)
that is expected to result in Inspirato becoming a publicly listed
company on Nasdaq under the ticker symbol “ISPO.” For more
information, visit www.inspirato.com.
About Thayer Ventures Acquisition Corporation
Thayer Ventures Acquisition Corporation (Nasdaq: TVAC; “Thayer”)
is a blank check company incorporated for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. While Thayer may pursue an acquisition
opportunity in any industry or sector, it is focusing on the travel
and transportation technology sectors, which align with the
background and investing experience of the Thayer management
team.
Non-GAAP Financial Measures
This press release includes Adjusted EBITDA and Free Cash Flow,
which are non-GAAP financial measures that Inspirato uses to
supplement its results presented in accordance with GAAP. We
believe that these non-GAAP financial measures provide useful
information to investors about our business and financial
performance, enhance their overall understanding of our past
performance and future prospects, and allow for greater
transparency with respect to metrics used by our management in
their financial and operational decision making. We are presenting
these non-GAAP financial measures to assist investors in seeing our
business and financial performance through the eyes of management,
and because we believe that these non-GAAP financial measures
provide an additional tool for investors to use in comparing
results of operations of our business over multiple periods with
other companies in our industry.
There are limitations related to the use of these non-GAAP
financial measures, including that they exclude significant
expenses that are required by GAAP to be recorded in our financial
measures. Other companies may calculate non-GAAP financial measures
differently or may use other measures to calculate their financial
performance, and therefore, our non-GAAP financial measures may not
be directly comparable to similarly titled measures of other
companies. Thus, these non-GAAP financial measures should be
considered in addition to, and not as a substitute for or superior
to, measures of financial performance prepared in accordance with
GAAP and should not be considered as an alternative to any measures
derived in accordance with GAAP.
We compensate for these limitations by providing a
reconciliation of Adjusted EBITDA and Free Cash Flow to their
respective related GAAP financial measures. We encourage investors
and others to review our business, results of operations, and
financial information in its entirety, not to rely on any single
financial measure, and to view Adjusted EBITDA and Free Cash Flow
in conjunction with their respective related GAAP financial
measures.
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) before interest
expense, income taxes, depreciation and amortization, equity-based
compensation expense, warrant fair value gains and losses, pandemic
related severance costs, public company readiness costs, and gain
on forgiveness of debt. Inspirato includes this non-GAAP financial
measure because it is used by management to evaluate Inspirato’s
core operating performance and trends and to make strategic
decisions regarding the allocation of capital and new investments.
Adjusted EBITDA excludes certain expenses that are required in
accordance with GAAP because certain expenses are either non-cash
expenses (for example, depreciation and amortization and
share-based compensation) or are not related to our underlying
business performance (for example, interest income, net).
Free Cash Flow
We define Free Cash Flow as net cash provided by operating
activities less purchases of property and equipment and additions
to capitalized software. We believe that Free Cash Flow is a
meaningful indicator of liquidity that provides information to our
management and investors about the amount of cash generated from
operations, after purchases of property and equipment and additions
to capitalized software, that can be used for strategic
initiatives. Our Free Cash Flow is impacted by the timing of
bookings because we collect travel revenue between the time of
booking and 30 days before a stay or experience occurs.
Key Business Metrics
We use a number of operating and financial metrics, including
the following key business metrics, to evaluate our business,
measure our performance, identify trends affecting our business,
formulate financial projections and business plans, and make
strategic decisions. We regularly review and may adjust our
processes for calculating our internal metrics to improve their
accuracy.
Active Subscriptions and Active Subscribers
We use Active Subscriptions to assess the adoption of our
subscription offerings, which is a key factor in assessing our
penetration of the market in which we operate and a key driver of
revenue. We define Active Subscriptions as subscriptions as of the
measurement date that are paid in full, as well as those for which
we expect payment for renewal. Active Subscribers are subscribers
who have one or more Active Subscription(s).
Annual Recurring Revenue
We believe that ARR is a key metric to measure our business
performance because it is driven by our ability to acquire Active
Subscriptions and to maintain our relationship with existing
subscribers. ARR represents the amount of revenue that we expect to
recur annually, enables measurement of the progress of our business
initiatives, and serves as an indicator of future growth. ARR
should be viewed independently of revenue and deferred revenue, and
is not intended to be a substitute for, or combined with, any of
these items. ARR consists of contributions from our subscription
revenue streams and does not include travel revenue or enrollment
fees. We calculate ARR 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.
Forward-Looking Statements
This document may contain a number of “forward-looking
statements.” Forward-looking statements include information
concerning Thayer’s or Inspirato’s possible or assumed future
results of operations, business strategies, debt levels,
competitive position, industry environment, potential growth
opportunities and the effects of regulation, including whether this
proposed business combination will generate returns for
shareholders. These forward-looking statements are based on
Thayer’s or Inspirato’s management’s current expectations,
estimates, projections and beliefs, as well as a number of
assumptions concerning future events. When used in this press
release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Thayer’s or Inspirato’s
management’s control, that could cause actual results to differ
materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: (a) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive merger agreement
between Thayer and the Company (the “Merger Agreement”) and the
proposed business combination contemplated thereby; (b) the
inability to complete the proposed business combination due to the
failure to obtain approval of the shareholders of Thayer or other
conditions to closing in the Merger Agreement; (c) the ability to
meet Nasdaq’s listing standards following the consummation of the
proposed business combination; (d) the inability to complete the
private placement into Thayer; (e) the risk that the proposed
business combination disrupts current plans and operations of
Inspirato or its subsidiaries as a result of the announcement and
consummation of the transactions described herein; (f) the ability
to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (g) costs
related to the proposed business combination; (h) changes in
applicable laws or regulations, including legal or regulatory
developments (such as the U.S. Securities and Exchange Commission’s
(the “SEC”) recently released statement on accounting and reporting
considerations for warrants in special purpose acquisition
companies (‘SPACs”) which could result in the need for Thayer to
restate its historical financial statements and cause unforeseen
delays in the timing of the business combination and negatively
impact the trading price of Thayer’s securities and the
attractiveness of the business combination to investors; (i) the
possibility that Inspirato may be adversely affected by other
economic, business and/or competitive factors; (j) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities; (k) the risk of downturns in the
travel and hospitality industry, including residual effects of the
COVID-19 pandemic; and (l) costs related to the transaction and the
failure to realize anticipated benefits of the transaction or to
realize estimated pro forma results and underlying assumptions,
including with respect to estimated shareholder redemptions. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the
registration statement on Form S-4 referenced above and discussed
below and other documents filed by Thayer 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. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date
made.
Except as required by law, neither Thayer nor Inspirato
undertakes any obligation to update or revise its forward-looking
statements to reflect events or circumstances after the date of
this release. Additional risks and uncertainties are identified and
discussed in Thayer’s reports filed with the SEC and available at
the SEC’s website at www.sec.gov, including under “Risk Factors” in
Part I, Item 1A of Thayer’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, as amended, and in Part II,
Item 1A of Thayer’s Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2021, as amended.
Additional Information and Where to Find It
In connection with the proposed business combination, Thayer
filed a registration statement on Form S-4 (the “Registration
Statement”) that includes a preliminary proxy statement and
prospectus with respect to Thayer’s securities to be issued in
connection with the proposed business combination that also
constitutes a preliminary prospectus of Thayer and will mail a
definitive proxy statement/prospectus and other relevant documents
to its shareholders. The Registration Statement is not yet
effective. The Registration Statement, including the proxy
statement/prospectus contained therein, when it is declared
effective by the SEC, will contain important information about the
proposed business combination and the other matters to be voted
upon at a meeting of Thayer’s 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, Thayer’s shareholders
and other interested persons are advised to read, when available,
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. When available, the definitive proxy
statement/prospectus will be mailed to Thayer shareholders as of a
record date to be established for voting on the proposed business
combination and the other matters to be voted upon at the Special
Meeting. Thayer shareholders will also be able to obtain copies of
the definitive proxy statement/prospectus, without charge, once
available, at the SEC’s 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 press release is not incorporated
by reference into, and is not a part of, this press release.
Participants in Solicitation
Thayer, Inspirato and their respective directors and officers
may be deemed participants in the solicitation of proxies of Thayer
shareholders in connection with the proposed business combination.
Thayer shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of Thayer in Thayer’s Annual Report on Form 10-K/A for
the year ended December 31, 2020, as amended, which has been filed
with the SEC. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
Thayer shareholders in connection with the proposed business
combination and other matters to be voted upon at the Special
Meeting will be set forth in the Registration Statement for the
proposed business combination when available. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the proposed business
combination will be included in the Registration Statement that
Thayer intends to file with the SEC.
Disclaimer
This communication is for informational purposes only and shall
not constitute an offer to sell, a solicitation of a proxy, consent
or authorization or the solicitation of an offer to buy any
securities pursuant to the proposed business combination or
otherwise, 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 jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
INSPIRATO LLC
CONDENSED CONSOLIDATED BALANCE
SHEETS
(in thousands, except unit
amounts)
December 31,
September 30,
2020
2021
Assets
(unaudited)
Current assets
Cash and cash equivalents
$
62,772
$
78,855
Restricted cash
4,229
2,960
Accounts receivable, net
2,978
3,140
Accounts receivable - related parties
504
762
Prepaid subscriber travel
11,804
15,660
Prepaid expenses
6,111
6,335
Other current assets
908
832
Total current assets
89,306
108,544
Property & equipment, net
8,954
8,490
Goodwill
21,233
21,233
Other long-term assets
1,113
1,073
Total assets
$
120,606
$
139,340
Liabilities
Current liabilities
Accounts payable
$
16,055
$
28,390
Accrued liabilities
3,078
5,330
Deferred revenue
126,029
155,488
Debt
14,000
13,267
Deferred rent
1,423
900
Total current liabilities
160,585
203,375
Deferred revenue
22,933
17,847
Debt
9,550
-
Deferred rent
6,872
7,828
Warrants
91
548
Total liabilities
200,031
229,598
Commitments and contingencies (Note 9)
Temporary equity
Series A-1; 222,239 authorized, issued,
and outstanding
13,108
13,108
Series A-2; 130,262 authorized, issued,
and outstanding
5,489
5,489
Series B; 193,094 authorized, issued, and
outstanding
19,860
19,860
Series B-1; 127,609 authorized; 123,621
issued and outstanding
15,282
15,282
Series D; 157,849 authorized, issued, and
outstanding
20,125
20,125
Series E; 132,317 authorized; 97,667
issued and outstanding
9,916
9,916
Total temporary equity
83,780
83,780
Members’ deficit
Series C; 491,467 authorized, issued, and
outstanding
21,477
21,477
Common units 4,470,000 authorized;
1,166,154 issued and outstanding
-
-
Accumulated deficit
(184,682
)
195,515
)
Total members’ deficit
(163,205
)
(174,038
)
Total liabilities, temporary equity,
and members’ deficit
$
120,606
$
139,340
INSPIRATO LLC
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands, except per unit
amounts)
Three months ended
September 30,
2020
2021
Revenue
$
42,665
$
64,824
Cost of revenue (including depreciation of
$425 and $402 in 2020 and 2021 respectively)
25,297
42,394
Gross margin
17,368
22,430
General and administrative (including
equity-based compensation of $824 and $1,872 in 2020 and 2021
respectively)
6,731
15,530
Sales and marketing
2,937
7,856
Operations
4,400
6,457
Technology and development
664
1,177
Depreciation and amortization
857
593
Interest, net
120
(64
)
Net income (loss) and comprehensive
income (loss)
$
1,659
$
(9,119
)
Basic weighted average common units
1,166,154
1,166,154
Basic income (loss) per common unit
$
1.42
$
(7.82
)
Diluted weighted average common units
2,786,571
1,166,154
Diluted income (loss) per common unit
$
0.60
$
(7.82
)
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands, except per unit
amounts)
Nine months ended
September 30,
2020
2021
Revenue
$
125,703
$
166,390
Cost of revenue (including depreciation of
$1,305 and $1,283 in 2020 and 2021 respectively)
70,200
110,106
Gross margin
55,503
56,284
General and administrative (including
equity-based compensation of $1,877 and $2,847 in 2020 and 2021
respectively)
20,819
37,188
Sales and marketing
10,908
19,105
Operations
14,139
17,336
Technology and development
2,016
2,957
Depreciation and amortization
2,713
1,876
Interest, net
282
483
Warrant fair value losses
-
456
Gain on forgiveness of debt
-
(9,518
)
Net income (loss) and comprehensive
income (loss)
4,626
(13,599
)
Basic weighted average common units
1,166,154
1,166,154
Basic income (loss) common per unit
$
3.97
$
(11.66
)
Diluted weighted average common units
2,786,571
1,166,154
Diluted income (loss) per common unit
$
1.66
$
(11.66
)
RECONCILIATION OF FREE CASH
FLOW
(UNAUDITED)
(in thousands)
Three months ended
Nine months ended
September 30,
September 30,
2020
2021
2021
2021
Net cash provided by (used in)
operating activities
$
(5,241
)
$
(1,270
)
$
4,569
$
18,355
Development of internal-use software
(249
)
(656
)
(1,769
)
(919
)
Purchase of property and equipment
(237
)
(715
)
(1,747
)
(1,776
)
Net cash used in investing activities
(486
)
(1,371
)
(3,516
)
(2,695
)
Free Cash Flow
$
(5,727
)
$
(2,641
)
$
1,053
$
15,660
RECONCILIATION OF ADJUSTED
EBITDA
(UNAUDITED)
(in thousands)
Three months ended
Nine months ended
September 30,
September 30,
2020
2021
2020
2021
Net income (loss)
$
1,659
$
(9,119
)
$
4,626
$
(13,599
)
Interest expense, net
120
(64
)
282
483
Depreciation and amortization
1,282
995
4,018
3,159
Equity-based compensation expense
824
1,872
1,877
2,847
Warrant fair value losses
-
-
-
456
Public company readiness costs
-
3,007
-
6,677
Pandemic-related severance costs
-
-
607
-
Gain on forgiveness of debt
-
-
-
(9,518
)
Adjusted EBITDA
$
3,885
$
(3,309
)
$
11,410
$
(9,495
)
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211203005627/en/
For Inspirato:
Media Relations: Jason Chudoba / Megan Kivlehan / Matthew
Chudoba InspiratoPR@icrinc.com
Investor Relations: InspiratoIR@icrinc.com
For Thayer Ventures Acquisition Corporation: Investor Relations
Chris Tyson/Doug Hobbs SPAC Alpha IR+ (949) 491-8235
TVAC@mzgroup.us
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