Inspirato Incorporated (“Inspirato” or the “Company”) (NASDAQ:
ISPO), the innovative luxury travel subscription brand, today
announced its 2023 second quarter financial and operating results,
entry into a definitive agreement for a new $25 million convertible
note investment from Capital One Ventures and updated its full-year
2023 financial guidance.
Except as otherwise stated, all financial results discussed
below are presented in accordance with generally accepted
accounting principles in the United States of America, or GAAP. As
supplemental information, we have provided certain additional
non-GAAP financial measures in this press release’s supplemental
tables, and such supplemental tables include a reconciliation of
these non-GAAP measures to our GAAP results. The sum of individual
metrics may not always equal total amounts indicated due to
rounding.
Recent Highlights:
- Announced entry
into a definitive agreement for a new $25 million convertible note
investment from Capital One Ventures, forging a new strategic
partnership.
- Launched Inspirato
Rewards, the Company’s first ever member loyalty program offering
savings and additional travel benefits based on tiered status
levels.
- Continued
broad-based cost-cutting measures, including portfolio optimization
through early termination of leases and a 6% reduction in force in
July, each aimed at aligning future spend with the Company’s
profitability objectives.
2023 Second Quarter Highlights:
- Second quarter
2023 total revenue of $84 million, flat compared to the second
quarter of 2022.
- Total Nights
Delivered of 47,400, a year-over-year increase of 1%, driven
primarily by increased Pass nights and hotel nights, partly offset
by a decrease in paid residence nights delivered.
- Residence
occupancy was 72% compared to 82% in the second quarter of 2022 and
residence average daily rate (“ADR”) was $1,750 in the second
quarter of 2023 compared to $1,700 in the comparable 2022
period.
- Total Active
Subscriptions of approximately 15,200 were comprised of
approximately 12,200 Inspirato Club subscriptions and approximately
3,000 Inspirato Pass subscriptions. Inspirato Club and Pass
subscriptions as of June 30 represent a year-over-year increase of
1% and decrease of 18%, respectively.
- Inspirato for Good
(“IFG”) and Inspirato for Business (“IFB”) second quarter
contracted sales of $3.7 million and $3.9 million, respectively.
Year-to-date, IFG has sold approximately 2,000 travel and
membership packages, approximately 1,200 of which were sold in the
second quarter. Sales are allocated between subscription revenue
and travel revenue and will be recognized as subscription revenue
over the life of the contract and travel revenue at the time of
travel.
- Removed 60
residences in the second quarter due to non-renewal and/or early
terminations, resulting in a net decrease of 39 residences compared
to the first quarter of 2023. Controlled Accommodations as of June
30 totaled 663, a year-over-year decrease of 6% and a sequential
quarterly decrease of 9%.
- Net loss of $47
million in the second quarter of 2023, which includes the impact of
a $30 million non-cash asset impairment, compared to a net loss of
$5.0 million in the comparable 2022 period. Adjusted EBITDA loss, a
non-GAAP financial measure defined below, of $12 million in the
second quarter of each 2023 and 2022.
Management Commentary
Co-Founder and Chief Executive Officer Brent Handler commented,
“Our team continues to execute on a number of initiatives aimed at
maintaining and elevating the value proposition and experience of
our members. Our newly created Inspirato Rewards program is a
perfect example of our commitment to our loyal and engaged members.
We’re also incredibly excited about the investment from Capital One
Ventures; this will enable us to set a global standard for luxury
travel.”
“We’ve made tremendous progress in optimizing our portfolio over
the past few months,” added Chief Financial Officer Robert Kaiden.
“Though we won’t begin to see meaningful benefit from these actions
until the fourth quarter, we’re demonstrating the strength of our
asset-light operating model by renegotiating terms within our
existing portfolio and terminating underperforming properties. This
approach, plus a continued focus on both reducing overhead and
investing in the member experience, has us well-positioned to
achieve our future profitability goals.”
2023 Revised Guidance
In the second quarter of 2023, the Company delivered fewer than
anticipated paid residence nights and lower than expected residence
occupancy. Further, bookings made year-to-date – a strong indicator
of future travel revenue – averaged a shorter length of stay and
were more biased toward hotels when compared to prior years. These
trips typically deliver less revenue and gross margin per trip
compared to residence-based travel. As a result of these trends,
the Company is updating its 2023 guidance.
For full-year 2023, Inspirato anticipates total revenue between
$320 million and $340 million. The decrease in total revenue
compared to prior guidance is primarily attributable to the
aforementioned travel dynamics. The Company anticipates a full-year
2023 Adjusted EBITDA loss between $30 million and $45 million. The
decrease in Adjusted EBITDA loss compared to prior guidance is due
to reduced revenue expectations partially offset by a reduction in
operating expenses. The revised revenue and Adjusted EBITDA
guidance do not contemplate any potential benefit from Inspirato
Rewards or the Capital One Ventures partnership.
In July 2023, the Company had a reduction in force resulting in
a decrease in total headcount of approximately 6%. Total 2023
operating expenses, excluding equity-based compensation, are
expected to be between $125 million and $130 million*.
* Includes general and administrative (excluding equity-based
compensation), sales and marketing, operations, and technology and
development expenses.
Due to changes in booking behavior, travel mix and anticipated
operating expenses, as well as the potential impacts from recent
rate reductions, including the Company’s early booking discount and
the launch of Inspirato Rewards as well as the timing of the
pending investments led by Capital One Ventures, the Company is no
longer providing guidance for its anticipated year-end cash
balance.
These statements are forward-looking and actual results may
differ materially. Refer to the Forward-Looking Statements section
below for information on the factors that could cause Inspirato’s
actual results to differ materially from these forward-looking
statements.
Forward-looking Adjusted EBITDA is a forward-looking non-GAAP
financial measure. The Company is unable to reconcile
forward-looking Adjusted EBITDA to net income, its most directly
comparable forward-looking GAAP financial measure, without
unreasonable effort, as a result of the uncertainty regarding, and
the potential variability of, reconciling items such as
equity-based compensation expense. However, it is important to note
that material changes to reconciling items could have a significant
effect on Inspirato’s future GAAP results.
Capital One Ventures Investment
In August of 2023, the Company announced that it
has entered into a definitive agreement for a new $25 million
convertible note investment from Capital One Ventures. The capital
is expected to provide broad operating flexibility to Inspirato as
it continues to enhance the luxury travel experience it delivers
for its members. The issuance of the convertible note is subject to
certain closing conditions, including the entry into a commercial
agreement between Inspirato and Capital One prior to the closing,
and the receipt of Inspirato shareholder approvals.
This announcement is neither an offer to sell
nor a solicitation of an offer to buy any of these securities
(including the shares of Inspirato common stock, if any, into which
the convertible notes will be convertible) and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
2023 Second Quarter Financial Results and Operational
Metrics
The following table provides the components of gross margin for
the periods ended June 30, 2022 and 2023:
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
(millions) |
|
2022 |
|
|
2023 |
|
|
% Change |
|
2022 |
|
2023 |
|
% Change |
Travel revenue |
|
$ |
48.1 |
|
|
$ |
48.0 |
|
|
|
(0 |
)% |
|
$ |
97.9 |
|
|
$ |
103.2 |
|
|
|
5 |
% |
Subscription revenue |
|
|
35.6 |
|
|
|
36.0 |
|
|
|
1 |
% |
|
|
67.7 |
|
|
|
72.5 |
|
|
|
7 |
% |
Other revenue |
|
|
— |
|
|
|
0.1 |
|
|
|
n/m |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
n/m |
|
Total revenue |
|
|
83.7 |
|
|
|
84.1 |
|
|
|
0 |
% |
|
|
165.8 |
|
|
|
175.8 |
|
|
|
6 |
% |
Cost of revenue |
|
|
57.4 |
|
|
|
64.7 |
|
|
|
13 |
% |
|
|
104.7 |
|
|
|
124.7 |
|
|
|
19 |
% |
Asset Impairment |
|
|
— |
|
|
|
30.1 |
|
|
|
n/m |
|
|
|
— |
|
|
|
30.1 |
|
|
|
n/m |
|
Gross margin |
|
$ |
26.3 |
|
|
$ |
(10.6 |
) |
|
|
(140 |
)% |
|
$ |
61.1 |
|
|
$ |
21.0 |
|
|
|
(66 |
)% |
Gross margin (%) |
|
|
31 |
% |
|
|
(13 |
)% |
|
|
n/m |
|
|
|
37 |
% |
|
|
12 |
% |
|
|
n/m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
n/m = not meaningfulpp = percentage points |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides a breakdown of Total Nights
Delivered for the periods ended June 30, 2022 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
(approximate) |
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Nights
delivered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residence |
|
27,800 |
|
|
|
27,900 |
|
|
|
55,500 |
|
|
|
57,700 |
|
Hotel |
|
19,100 |
|
|
|
19,500 |
|
|
|
34,300 |
|
|
|
40,300 |
|
Total Nights Delivered |
|
46,900 |
|
|
|
47,400 |
|
|
|
89,800 |
|
|
|
98,000 |
|
Reconciliation of Non-GAAP Financial
Measures
In addition to Inspirato’s results determined in accordance with
GAAP, Inspirato uses Adjusted Net Loss, Adjusted EBITDA, Adjusted
EBITDA Margin and Free Cash Flow as part of its overall assessment
of its performance, including the preparation of its annual
operating budget and quarterly forecasts, to evaluate the
effectiveness of its business strategies and to communicate with
its board of directors concerning its business and financial
performance. Inspirato believes that these non-GAAP financial
measures provide useful information to investors about its business
and financial performance, enhance their overall understanding of
Inspirato’s past performance and future prospects, and allow for
greater transparency with respect to metrics used by Inspirato’s
management in their financial and operational decision making.
Inspirato is presenting these non-GAAP financial measures to assist
investors in seeing its business and financial performance through
the eyes of management, and because Inspirato believes that these
non-GAAP financial measures provide an additional tool for
investors to use in comparing results of operations of its business
over multiple periods with other companies in its 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 Inspirato’s
financial measures. Other companies may calculate non-GAAP
financial measures differently or may use other measures to
calculate their financial performance, and therefore, Inspirato’s
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.
Inspirato compensates for these limitations by providing a
reconciliation of Adjusted Net Loss, Adjusted EBITDA, Adjusted
EBTIDA Margin and Free Cash Flow to their respective related GAAP
financial measures. Inspirato encourages investors and others to
review its business, results of operations, and financial
information in its entirety, not to rely on any single financial
measure, and to view Adjusted Net Loss, Adjusted EBITDA loss,
Adjusted EBITDA Margin and Free Cash Flow in conjunction with their
respective related GAAP financial measures.
Adjusted Net Loss. Adjusted Net Loss is a non-GAAP financial
measure that Inspirato defines as net loss and comprehensive loss
less warrant fair value gains and losses and asset impairment.
The above items are excluded from Inspirato’s Adjusted Net Loss
measure because management believes that these costs and expenses
are not indicative of core operating performance and do not reflect
the underlying economics of Inspirato’s business.
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure
that Inspirato defines as net income (loss) and comprehensive loss
less interest, income taxes, depreciation and amortization,
equity-based compensation expense, warrant fair value gains and
losses, asset impairment, and public company readiness
expenses.
The above items are excluded from Inspirato’s Adjusted EBITDA
measure because management believes that these costs and expenses
are not indicative of core operating performance and do not reflect
the underlying economics of Inspirato’s business.
Free Cash Flow. Inspirato defines Free Cash Flow as net cash
provided by operating activities less purchases of property and
equipment and development of internal-use software. Inspirato
believes that Free Cash Flow is a meaningful indicator of liquidity
that provides information to management and investors about the
amount of cash generated from operations, after purchases of
property and equipment and development of internal-use software,
that can be used for strategic initiatives. Inspirato’s Free Cash
Flow is impacted by the timing of bookings because it collects
travel revenue between the time of booking and 30 days before a
stay or experience occurs. See below for reconciliations of
non-GAAP financial measures.
Key Business and Other Operating Metrics
Inspirato uses a number of operating and financial metrics,
including the following key business metrics, to evaluate its
business, measure its performance, identify trends affecting its
business, formulate financial projections and business plans, and
make strategic decisions. Inspirato regularly reviews and may
adjust processes for calculating its internal metrics to improve
their accuracy.
Active Subscriptions. Inspirato uses Active Subscriptions to
assess the adoption of its subscription offerings, which is a key
factor in assessing penetration of the market in which it operates
and a key driver of revenue. Inspirato defines Active Subscriptions
as subscriptions as of the measurement date that are paid in full,
as well as those for which Inspirato expects payment for
renewal.
Controlled Accommodations. Controlled Accommodations includes
leased residences, hotel penthouses, suites and rooms, and
residences under net rate agreements, including those that have
executed agreements but have not yet been released for booking by
Inspirato’s members.
Total Nights Delivered. Total Nights Delivered includes all
Paid, Inspirato Pass, Inspirato for Good, Inspirato for Business,
employee and other complimentary nights in all residences or
hotels.
Inspirato IncorporatedConsolidated
Statements of Operations and Comprehensive Loss(in
thousands, except per share data)(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Revenue |
$ |
83,698 |
|
|
$ |
84,092 |
|
|
$ |
165,771 |
|
|
$ |
175,792 |
|
Cost of revenue (including
depreciation of $495 and $870 in 2022, and $804 and $1,731 in 2023,
respectively) |
|
57,402 |
|
|
|
64,686 |
|
|
|
104,711 |
|
|
|
124,738 |
|
Asset impairment |
|
— |
|
|
|
30,054 |
|
|
|
— |
|
|
|
30,054 |
|
Gross margin |
|
26,296 |
|
|
|
(10,648 |
) |
|
|
61,060 |
|
|
|
21,000 |
|
General and administrative
(including equity-based compensation of $2,431 and $2,833 in 2022,
and $3,731 and $4,388 in 2023, respectively) |
|
16,250 |
|
|
|
17,885 |
|
|
|
33,944 |
|
|
|
35,995 |
|
Sales and marketing |
|
11,061 |
|
|
|
7,954 |
|
|
|
21,203 |
|
|
|
14,601 |
|
Operations |
|
11,179 |
|
|
|
6,419 |
|
|
|
20,853 |
|
|
|
14,624 |
|
Technology and
development |
|
2,876 |
|
|
|
3,007 |
|
|
|
5,684 |
|
|
|
6,369 |
|
Depreciation and
amortization |
|
694 |
|
|
|
1,015 |
|
|
|
1,353 |
|
|
|
1,994 |
|
Interest, net |
|
192 |
|
|
|
(414 |
) |
|
|
331 |
|
|
|
(527 |
) |
Warrant fair value (gains)
losses |
|
(11,126 |
) |
|
|
(380 |
) |
|
|
6,544 |
|
|
|
(276 |
) |
Other expense, net |
|
— |
|
|
|
321 |
|
|
|
— |
|
|
|
378 |
|
Loss and comprehensive
loss before income taxes |
|
(4,830 |
) |
|
|
(46,455 |
) |
|
|
(28,852 |
) |
|
|
(52,158 |
) |
Income tax expense |
|
206 |
|
|
|
217 |
|
|
|
387 |
|
|
|
417 |
|
Net loss and
comprehensive loss |
|
(5,036 |
) |
|
|
(46,672 |
) |
|
|
(29,239 |
) |
|
|
(52,575 |
) |
Net loss and comprehensive
loss attributable to noncontrolling interests |
|
2,969 |
|
|
|
23,252 |
|
|
|
14,870 |
|
|
|
26,259 |
|
Net loss and comprehensive loss attributable to Inspirato
Incorporated |
$ |
(2,067 |
) |
|
$ |
(23,420 |
) |
|
$ |
(14,369 |
) |
|
$ |
(26,316 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted
average Class A shares outstanding |
|
52,400 |
|
|
|
67,341 |
|
|
|
47,384 |
|
|
|
65,975 |
|
Basic and diluted net loss
attributable to Inspirato Incorporated per Class A share |
$ |
(0.04 |
) |
|
$ |
(0.35 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.40 |
) |
Inspirato IncorporatedConsolidated Balance
Sheets(in thousands, except par value)(unaudited) |
|
|
|
|
|
|
|
December 31, |
|
June 30, |
|
|
2022 |
|
|
|
2023 |
|
|
|
|
|
(Unaudited) |
Assets |
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
$ |
80,278 |
|
|
$ |
44,383 |
|
Restricted cash |
|
1,661 |
|
|
|
1,662 |
|
Accounts receivable, net |
|
3,140 |
|
|
|
3,453 |
|
Accounts receivable, net – related parties |
|
663 |
|
|
|
275 |
|
Prepaid member travel |
|
19,915 |
|
|
|
22,185 |
|
Prepaid expenses |
|
10,922 |
|
|
|
12,053 |
|
Other current assets |
|
302 |
|
|
|
1,037 |
|
Total current assets |
|
116,881 |
|
|
|
85,048 |
|
Property & equipment, net |
|
18,298 |
|
|
|
18,711 |
|
Goodwill |
|
21,233 |
|
|
|
21,233 |
|
Right-of-use assets |
|
271,702 |
|
|
|
234,676 |
|
Other noncurrent assets |
|
2,253 |
|
|
|
5,756 |
|
Total assets |
$ |
430,367 |
|
|
$ |
365,424 |
|
Liabilities |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Accounts payable |
$ |
30,611 |
|
|
$ |
31,257 |
|
Accrued liabilities |
|
5,475 |
|
|
|
1,668 |
|
Deferred revenue, current |
|
167,733 |
|
|
|
160,016 |
|
Lease liabilities, current |
|
74,299 |
|
|
|
65,913 |
|
Total current liabilities |
|
278,118 |
|
|
|
258,854 |
|
Deferred revenue, noncurrent |
|
18,321 |
|
|
|
19,084 |
|
Lease liabilities, noncurrent |
|
208,159 |
|
|
|
209,914 |
|
Warrants |
|
759 |
|
|
|
483 |
|
Total liabilities |
|
505,357 |
|
|
|
488,335 |
|
|
|
|
|
|
|
Commitments and
contingencies |
|
|
|
|
|
|
|
|
|
|
|
Equity
(Deficit) |
|
|
|
|
|
Class A common stock, par value $0.0001 per share, 1,000,000 shares
authorized, 62,716 and 67,887 shares issued and outstanding as of
December 31, 2022, and June 30, 2023,
respectively |
|
6 |
|
|
|
7 |
|
Class V common stock, $0.0001 par value, 500,000 shares authorized,
61,360 and 58,555 shares issued and outstanding as of
December 31, 2022, and June 30, 2023,
respectively |
|
6 |
|
|
|
6 |
|
Additional paid-in capital |
|
245,652 |
|
|
|
248,346 |
|
Accumulated deficit |
|
(233,931 |
) |
|
|
(260,343 |
) |
Total equity (deficit) excluding noncontrolling
interest |
|
11,733 |
|
|
|
(11,984 |
) |
Noncontrolling interests |
|
(86,723 |
) |
|
|
(110,927 |
) |
Total deficit |
|
(74,990 |
) |
|
|
(122,911 |
) |
Total liabilities and deficit |
$ |
430,367 |
|
|
$ |
365,424 |
|
Inspirato
IncorporatedConsolidated Statements of Cash
Flows(in thousands)(unaudited) |
|
|
Six months ended June 30, |
|
|
2022 |
|
|
|
2023 |
|
Cash flows from operating activities: |
|
|
|
|
|
Net loss and comprehensive loss |
$ |
(29,239 |
) |
|
$ |
(52,575 |
) |
Adjustments to reconcile net loss and comprehensive loss to net
cash provided by (used in) operating activities |
|
|
|
|
|
Depreciation and amortization |
|
2,223 |
|
|
|
3,725 |
|
Loss on disposal of fixed assets |
|
— |
|
|
|
588 |
|
Warrant fair value losses (gains) |
|
6,544 |
|
|
|
(276 |
) |
Asset impairment |
|
— |
|
|
|
30,054 |
|
Equity‑based compensation |
|
2,833 |
|
|
|
4,388 |
|
Amortization of right-of-use assets |
|
45,841 |
|
|
|
42,362 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
Accounts receivable, net |
|
613 |
|
|
|
(517 |
) |
Accounts receivable, net – related parties |
|
(322 |
) |
|
|
388 |
|
Prepaid member travel |
|
(3,675 |
) |
|
|
(2,270 |
) |
Prepaid expenses |
|
(3,625 |
) |
|
|
(1,131 |
) |
Lease liability |
|
(46,155 |
) |
|
|
(41,699 |
) |
Other assets |
|
126 |
|
|
|
(1,192 |
) |
Accounts payable |
|
(697 |
) |
|
|
(392 |
) |
Accrued liabilities |
|
(1,237 |
) |
|
|
(3,807 |
) |
Deferred revenue |
|
359 |
|
|
|
(6,954 |
) |
Net cash used in operating activities |
|
(26,411 |
) |
|
|
(29,308 |
) |
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
Development of internal-use software |
|
(489 |
) |
|
|
(4,556 |
) |
Purchase of property and equipment |
|
(4,619 |
) |
|
|
(2,500 |
) |
Net cash used in investing activities |
|
(5,108 |
) |
|
|
(7,056 |
) |
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
Repayments of debt |
|
(13,267 |
) |
|
|
— |
|
Proceeds from debt |
|
14,000 |
|
|
|
— |
|
Proceeds from reverse recapitalization |
|
90,070 |
|
|
|
— |
|
Payments of reverse recapitalization costs |
|
(23,899 |
) |
|
|
— |
|
Proceeds from issuance of Class A common stock |
|
5,000 |
|
|
|
— |
|
Payments of employee taxes for stock-based award exercises and
vestings |
|
(117 |
) |
|
|
(837 |
) |
Proceeds from option exercises |
|
23 |
|
|
|
1,307 |
|
Distributions |
|
(183 |
) |
|
|
— |
|
Net cash provided by financing activities |
|
71,627 |
|
|
|
470 |
|
|
|
|
|
|
|
Net increase (decrease) in cash, cash equivalents, and
restricted cash |
|
40,108 |
|
|
|
(35,894 |
) |
Cash, cash equivalents, and restricted cash – beginning of
period |
|
82,953 |
|
|
|
81,939 |
|
Cash, cash equivalents, and restricted cash – end of
period |
$ |
123,061 |
|
|
$ |
46,045 |
|
|
|
|
|
|
|
Supplemental cash flow information; |
|
|
|
|
|
Cash paid for interest |
$ |
285 |
|
|
$ |
— |
|
Cash paid for income taxes |
|
— |
|
|
|
59 |
|
Significant noncash transactions: |
|
|
|
|
|
Accounting principle adoption |
|
— |
|
|
|
204 |
|
Conversion of preferred stock in connection with reverse
recapitalization |
|
104,761 |
|
|
|
— |
|
Warrants acquired at fair value |
|
9,874 |
|
|
|
— |
|
Warrants exercised |
|
8,390 |
|
|
|
— |
|
Fixed assets purchased but unpaid, included in accounts payable at
period end |
|
324 |
|
|
|
1,038 |
|
Operating lease right-of-use assets exchanged for lease
obligations |
|
306,912 |
|
|
|
35,068 |
|
Conversion of deferred rent and prepaid rent to right-of-use
assets |
|
6,831 |
|
|
|
— |
|
Reconciliation of Adjusted Net
Loss(unaudited) |
|
For the three months ended
June 30, |
|
For the six months ended
June 30, |
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Net loss and
comprehensive loss |
$ |
(5,036 |
) |
|
$ |
(46,672 |
) |
|
$ |
(29,239 |
) |
|
$ |
(52,575 |
) |
Asset impairment |
|
— |
|
|
|
30,054 |
|
|
|
— |
|
|
|
30,054 |
|
Warrant fair value (gains)
losses |
|
(11,126 |
) |
|
|
(380 |
) |
|
|
6,544 |
|
|
|
(276 |
) |
Adjusted Net Loss |
$ |
(16,162 |
) |
|
$ |
(16,998 |
) |
|
$ |
(22,695 |
) |
|
$ |
(22,797 |
) |
Reconciliation of Adjusted EBITDA(unaudited) |
|
For the three months ended
June 30, |
|
For the six months ended
June 30, |
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Net
loss and comprehensive loss |
$ |
(5,036 |
) |
|
$ |
(46,672 |
) |
|
$ |
(29,239 |
) |
|
$ |
(52,575 |
) |
Interest,
net |
|
192 |
|
|
|
(414 |
) |
|
|
331 |
|
|
|
(527 |
) |
Income
taxes |
|
206 |
|
|
|
217 |
|
|
|
387 |
|
|
|
417 |
|
Depreciation
and amortization |
|
1,189 |
|
|
|
1,819 |
|
|
|
2,223 |
|
|
|
3,725 |
|
Equity-based
compensation |
|
2,431 |
|
|
|
3,731 |
|
|
|
2,833 |
|
|
|
4,388 |
|
Warrant fair
value (gains) losses |
|
(11,126 |
) |
|
|
(380 |
) |
|
|
6,544 |
|
|
|
(276 |
) |
Asset
impairment |
|
— |
|
|
|
30,054 |
|
|
|
— |
|
|
|
30,054 |
|
Public
company readiness costs |
|
— |
|
|
|
— |
|
|
|
1,092 |
|
|
|
— |
|
Adjusted EBITDA |
$ |
(12,144 |
) |
|
$ |
(11,645 |
) |
|
$ |
(15,829 |
) |
|
$ |
(14,794 |
) |
Adjusted EBITDA Margin (1) |
|
(14.5 |
)% |
|
|
(13.8 |
)% |
|
|
(9.5 |
)% |
|
|
(8.4 |
)% |
(1) We define Adjusted EBITDA Margin as Adjusted EBITDA as
a percentage of total revenue for the same period.
Reconciliation of Free Cash Flow(unaudited) |
|
For the three months ended
June 30, |
|
For the six months ended
June 30, |
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Net cash used in
operating activities |
$ |
(13,745 |
) |
|
$ |
(11,721 |
) |
|
$ |
(26,411 |
) |
|
$ |
(29,308 |
) |
Development of internal-use
software |
|
(306 |
) |
|
|
(2,624 |
) |
|
|
(489 |
) |
|
|
(4,556 |
) |
Purchase of property and
equipment |
|
(3,632 |
) |
|
|
(1,223 |
) |
|
|
(4,619 |
) |
|
|
(2,500 |
) |
Free Cash
Flow |
$ |
(17,683 |
) |
|
$ |
(15,568 |
) |
|
$ |
(31,519 |
) |
|
$ |
(36,364 |
) |
2023 Second Quarter Earnings Call and
Webcast
The Company invites you to join Brent Handler, Co-Founder and
Chief Executive Officer, and Robert Kaiden, Chief Financial
Officer, for a conference call on Wednesday, August 9, 2023 to
discuss its 2023 second quarter operating and financial
results.
To listen to the audio webcast and Q&A, please visit the
Inspirato Investor Relations website at
https://investor.inspirato.com. An audio replay of the webcast will
be available on the Inspirato Investor Relations website shortly
after the call.
Conference Call and Webcast:
Date/Time: Wednesday, August 9, 2023 at 11:00
a.m.
ETWebcast: https://edge.media-server.com/mmc/p/oht85g7v
Upcoming Events
The Company plans to participate in the
Oppenheimer 26th Annual Technology, Internet & Communications
Conference on August 9, 2023 and attend the Piper Sandler Growth
Frontiers Conference in Nashville, TN on September 12-13, 2023. An
updated presentation will be posted to the Company’s website,
https://investor.inspirato.com, prior to each event.
About Inspirato
Inspirato (NASDAQ: ISPO) is a luxury travel subscription company
that provides exclusive access to a managed and controlled
portfolio of curated vacation options, delivered through an
innovative model designed to ensure the service, certainty, and
value that discerning customers demand. The Inspirato portfolio
includes branded luxury vacation homes, accommodations at five-star
hotel and resort partners, and custom travel experiences. For more
information, visit www.inspirato.com and follow @inspirato on
Instagram, Facebook, Twitter, and LinkedIn.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning the federal securities laws. Forward-looking statements
generally relate to future events or Inspirato’s future financial
or operating performance. In some cases, you can identify
forward-looking statements because they contain words such as
“believe,” “may,” “will,” “estimate,” “potential,” “continue,”
“anticipate,” “intend,” “expect,” “could,” “would,” “project,”
“forecast,” “plan,” “intend,” “target,” or the negative of these
words or other similar expressions that concern expectations,
strategy, priorities, plans, or intentions. Forward-looking
statements in this press release include, but are not limited to,
statements regarding Inspirato’s expectations relating to future
operating results and financial position; guidance and growth
prospects including those related to new platforms Inspirato for
Good and Inspirato for Business; Inspirato’s anticipated
partnership with Capital One Ventures; Inspirato’s ability to
consummate the convertible note financing and satisfy applicable
closing conditions, including the entry into a commercial agreement
with Capital One Ventures on acceptable terms and the receipt of
necessary shareholder approvals; quotations of management;
Inspirato’s expectations regarding the luxury travel market,
including recent trends in the duration and mix of travel bookings;
anticipated future expenses and investments, including the timng
and sufficiency of Inspirato’s cost-cutting efforts; business
strategy and plans; market growth; market position; and potential
market opportunities. Inspirato’s expectations and beliefs
regarding these matters may not materialize, and actual results in
future periods are subject to risks and uncertainties, including
changes in Inspirato’s plans or assumptions, that could cause
actual results to differ materially from those projected. These
risks include Inspirato’s inability to forecast its business due to
limited experience with its pricing models; the risk of downturns
in the travel and hospitality industry, including residual effects
of the COVID-19 pandemic; its ability to compete effectively in an
increasingly competitive market; its ability to sustain and manage
growth; and current market, political, economic and business
conditions and other risks detailed in filings with the Securities
and Exchange Commission (the “SEC”), including in Inspirato’s
Annual Report on Form 10-K filed with the SEC on March 15, 2023,
Quarterly Report on Form 10-Q that was filed on May 9, 2023 and
Quarterly Report on Form 10-Q that will be filed with the SEC by
August 9, 2023, and subsequent filings with the SEC.
Past performance is not necessarily indicative of future
results. If any of these risks materialize or assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. In addition,
forward-looking statements reflect Inspirato’s expectations, plans,
or forecasts of future events and views as of the date of this
press release. Inspirato anticipates that subsequent events and
developments will cause its assessments to change. All information
provided in this release is as of the date hereof, and Inspirato
undertakes no duty to update this information unless required by
law. These forward-looking statements should not be relied upon as
representing Inspirato’s assessment as of any date subsequent to
the date of this press release.
In addition, statements that “we believe” and similar statements
reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the
date of this press release and while we believe such information
forms a reasonable basis for such statements, such information may
be limited or incomplete, and such statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These
statements are inherently uncertain, and investors are cautioned
not to unduly rely upon these statements.
Additional Information and Where to Find
It
Inspirato, its directors and certain executive officers are
participants in the solicitation of proxies from stockholders in
connection with a special meeting of stockholders to approve
certain amendments to Inspirato’s amended and restated certificate
of incorporation in connection with the issuance of the convertible
notes (the “Special Meeting”). Inspirato plans to file a proxy
statement (the “Special Meeting Proxy Statement”) with the SEC in
connection with the solicitation of proxies for the Special
Meeting. Additional information regarding such participants,
including their direct or indirect interests, by security holdings
or otherwise, will be included in the Special Meeting Proxy
Statement and other relevant documents to be filed with the SEC in
connection with the Special Meeting. Information relating to the
foregoing can also be found in Inspirato’s definitive proxy
statement for its 2023 Annual Meeting of Stockholders (the “2023
Proxy Statement”), which was filed with the SEC on April 6, 2023.
To the extent that such participants’ holdings of Inspirato
securities have changed since the amounts printed in the 2023 Proxy
Statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Promptly after filing the definitive Special Meeting Proxy
Statement with the SEC, Inspirato will mail the definitive Special
Meeting Proxy Statement and related proxy card to each stockholder
entitled to vote at the Special Meeting. STOCKHOLDERS ARE URGED TO
READ THE SPECIAL MEETING PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT
INSPIRATO WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain,
free of charge, the preliminary and definitive versions of the
Special Meeting Proxy Statement, any amendments or supplements
thereto, and any other relevant documents filed by Inspirato with
the SEC in connection with the Special Meeting at the SEC’s website
(http://www.sec.gov). Copies of Inspirato’s definitive Special
Meeting Proxy Statement, any amendments or supplements thereto, and
any other relevant documents filed by Inspirato with the SEC in
connection with the Special Meeting will also be available, free of
charge, at Inspirato’s investor relations website
(https://investor.inspirato.com/) or by writing to Inspirato
Incorporated, 1544 Wazee Street, Denver, Colorado 80202, Attention:
Investor Relations.
Contacts:
Investor Relations:ir@inspirato.com
Media Relations:communications@inspirato.com
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