Inspirato Incorporated

Thank you for standing by and welcome to the Inspirano second quarter 2025 earnings conference call. At this time, all participants are in listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during this session, you'll need to press star 1-1 on your telephone. If your question has been answered and you'd like to remove yourself from the queue, simply press star 1-1 again. As a reminder, today's program is being recorded. And now I'd like to introduce your host for today's program, Pita Milano, Senior Vice President of Marketing at Inspirato.

Please go ahead. Pita, you may proceed.

Pita, are you online?

Cannot hear you at this moment.

Operator, can you hear me?

Yes.

Okay, wonderful. I see what happened there. Thank you and good morning. Welcome to InSprotto's second quarter 2025 earnings conference call. Joining us for today's presentation are InSprotto's Chairman and CEO Payam Zamani and CFO Michael Arthur. At this time, our participants are in listen-only mode. Following management's remarks, we will open the call for questions. Before we begin, please note that today's call is being webcast live and it will also be archived on the investor relations section of our website at insprato.com. You can also find our earnings press release and the supplemental materials currently available there for your reference. As a reminder, some of today's comments are forward-looking statements. These statements are based on assumptions and actual results could differ materially. For discussion of these risks and uncertainties, please refer to our filings with the SEC including our most recent annual report on Form 10-K and our subsequent Form 10-Q. In addition, during the call, management will discuss non-GAAP measures which are useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. Reconciliations of these measures with the most directly comparable GAAP measures are included in our earnings release. With that, I'd like to turn the call over to Esbrato's chairman and CEO, Payam Zamani. Payam, please proceed.

Thank you, and good morning, everyone. Yesterday afternoon, we issued a press release announcing our financial and operational results for the second quarter. I encourage all listeners to review the press release, which has been posted to our investor relations website as it contains information relevant to today's call. Before we dive into the quarter and our financial performance, I want to take a moment to step back and look at the bigger picture. As our longtime customers and investors know, Inspirado has always been about reimagining luxury travel, giving our members seamless access to a curated portfolio of high-end homes, five-star hotel partners, and one-of-a-kind experiences around the world. From personalized trip planning to elevated service, our goal is simple, to make luxury travel effortless. memorable, and repeatable. That mission hasn't changed, but how we achieve it and how far we can scale it is evolving. Today, Inspirado provides over 11,000 members access to approximately 325 luxury homes and over 200 premium hotel partnerships across more than 170 destinations. And with our recent agreement to combine with BioLink, a leader in building and operating online marketplaces, performance marketing, and demand generation, we're now positioned to amplify that reach, enhance personalization, and bring our curated travel experiences to a broader audience. In Q2, we entered into a definitive agreement to combine with BioLink. This transaction represents an important milestone in our strategy to expand Inspirado's platform and long-term value by integrating into BioLink's technology-driven ecosystem, to enhance how luxury travel and other verticals are discovered, marketed, and monetized. For background, BioLink is a technology-first business with proven capabilities in building online marketplaces across industries, such as automotive and home services. By combining forces, we will harness that technology to enhance discovery, personalization, and monetization of luxury travel, unlocking new ways to reach untapped markets. This will also enable us to accelerate our efforts in enhancing the current member experience through improved trip personalization and a broader, more distinctive portfolio of upscale homes, hotels, and experiences. The combination will result in a formation of one-planet platforms, a new entity that will operate a diversified platform for online marketplaces, From a business perspective, a combination immediately expands our verticals beyond luxury travel with additional potential in future categories where BioLink's platform can be applied. This will significantly enhance our vectors for growth and revenue diversification. We expect a deal to close in the third quarter, and we are working closely with the BioLink team to ensure smooth integration. From day one, we anticipate the combination to be financially accretive, with BioLink bringing robust margins meaningful cash flow, and a proven playbook for scaling efficiently. The combination with BioLink also brings meaningful scale and strategic opportunity to Inspirado. In 2024, BioLink generated approximately $124 million in revenue and over $26 million in EBITDA with profitability metrics that are best in class across the industry. This performance is driven by disciplined operations and the differentiated advantage in marketing and technology capabilities we intend to leverage across the broader Inspirado platform. The transaction increases our combined revenue to over $350 million and positions us to deliver approximately $30 million in adjusted EBITDA on a pro forma basis for 2025. With this scale, we can better optimize shared resources and overhead, while also unlocking greater access to capital markets through an expanded market capitalization and stronger financial profile. With enhanced access to capital, coupled with operational discipline, we're well positioned to make targeted investments that will drive sustained profitable growth for the Inspirato brand. In the meantime, we remain focused on execution across four key strategic pillars at Inspirato. As a reminder, these are operational efficiency, brand elevation, member experience, and digital platforms. First, we focus on driving operational efficiency. In Q2, we achieved a 96% or 8.8 million year-over-year improvement in adjusted EBITDA, demonstrating the tangible impact of our cost optimization initiatives, even against a more difficult macro environment. The changes we've made are not just short-term wins. They are about building a stronger business model for Ensprado. We're building a more agile, efficient company with a clear path towards sustainable profitability. Once combined with BioLink, we expect even greater margin expansion and operational synergies across the platform. We've been reviewing every detail of Inspirato and we'll do the same with BioLink. Operational excellence remains a core competency we're building into the DNA of the company. Second, brand elevation. As we look to the future, one of our key priorities is to further strengthen the Inspirado brand and enhance its appeal among discerning travelers. We believe a more vibrant, visible, and aspirational brand will not only reinforce member loyalty, but also expand our reach to new audiences. One example of our progress is the reimagination of the Inspirado magazine, one of our more powerful touch points with both members and prospective members. Relaunching in Q3, the new edition will debut a refreshed editorial vision, refined design, and curated partnerships with iconic brands that embody the luxury lifestyle we represent. More than a publication, it will serve as a signature brand experience designed to capture the sophistication and exclusivity that defines our product. We also began to scale our digital and social media presence in a more intentional way. While early, we are already seeing encouraging signs of increased engagement and awareness, especially among high value audiences who are discovering or reconnecting with the brand. On the property side, we continue to refine and elevate our luxury portfolio by adding highly curated homes in the world's most desirable destinations, while also phasing out properties that no longer align with our brand standards. In Q2, we introduced new residences in the Mexican Riviera and along the coast of Spain. Destinations that enhance our offering and generate excitement among current and prospective members. As we look ahead, the combination of Esprado's brand equity and BioLink's digital capabilities create a powerful foundation for growth. With additional scale and resources, we're well positioned to accelerate investments in brand storytelling, premium supply, and strategic partnerships, building long-term value and deepening the halo around the Esprado experience. Third, we continue to enhance the member experience. Every decision we make starts with our members, how we surprise and delight, how we earn loyalty, and how we become indispensable to the most important moments. We remain focused on elevating our service and experiences to be more consistent, curated, and unique, all through the lens of delivering truly one of a kind luxury travel. In Q2, we advanced initiatives to improve consistency and service quality, with particular emphasis on enhancing the local concierge experience and embedding higher service standards into our daily operations. In July, we'll launch our new loyalty program centered around access and premium experience for our members. We expect this newly designed program to continue to grow and provide ever more value as we form new partnerships with adjacent brands in the luxury travel industry. We're also upgrading the past member experience with a new product launching later this month designed to simplify travel planning so members spend less time searching and more time traveling. We've expanded availability across our resident portfolio and streamlined trip options, making it easier for members to find and book the experiences they want. Each of these initiatives keeps the member experience and profitable growth at the forefront. And finally, our digital platform. We're building a robust technology and digital marketing platform that will unlock massive new potential for Inspirato. We started in Q2 with foundational tech investments and have taken a major step forward with anticipated buyer link combination. As we integrate with them, we'll begin to roll out what will ultimately become a world-class platform, one that allows us to reach, target, and convert high-value travelers at scale previously impossible for us to reach. By combining the strength of our luxury brand with BioLinks data-driven digital platform, we're not just going to market more efficiently, we're going to expand our total addressable market. This is a meaningful growth catalyst and profitability accelerator that positions us to scale with precision and sustainability for years to come. In summary, we have made a transformational step forward. We have the right team and operations in place to reach new heights. I want to thank our team for their relentless focus and our members for their trust and loyalty. I believe they're on the start of something extraordinary, and I can't wait to share more progress with you in the quarters ahead. With that, I'll turn it over to Michael to discuss our financial performance and outlook for the remainder of the year.

Michael. Thank you, Payam, and good morning, everyone. As Payam outlined in Q2, we continue to make operational improvements to create a more efficient business. We are now positioned to scale and reach new heights with BuyerLink. In turning to our Q2 results, the quarter was highlighted by negative adjusted EBITDA of $300,000 and meaningful turnaround from negative $9.2 million in Q2 of 2024. We also achieved positive trailing 12-month adjusted EBITDA of $3.99, reflecting the sustained impact of the cost-efficiency measures implemented over the past year. Total revenue for the Corps was approximately $63.1 million. While revenue declined 6% year-over-year, this was primarily due to the planned decline in past restrictions. Excluding the impact from past, revenues were up 1% year-over-year. Subscription revenue was $19.4 million, down 23% as expected due to our strategic decision to scale back the previous version of PaaS over this year. With a new version of IntraProto PaaS launching this month, we're positioning the subscription business for future growth through a simplified, more flexible offering. Importantly, club and legacy revenue remain flat year-over-year for the first time in several years, reflecting our success in attracting higher-value members who are more engaged in driving greater yield per member. At the end of Q2, we had roughly 11,000 active memberships, including 9,900 active club members and 1,200 active PATH members, consistent with the strategic shift we outlined last year. While PATH remains an important part of our offering, we intentionally shifted our emphasis towards club growth and overall profitability, with PATH now representing approximately 10% of our total membership base. In the coming quarters, we'll continue to allow periods of higher pass volume from prior years and establish a more stable, sustainable baseline aligned with the relaunch of our new pass product. We're excited about the upcoming relaunch of pass, which we believe will drive incremental revenue and better align the product with our evolved brand and business strategy. Travel revenue is up roughly 1% to $39.4 million, driven by experiential travel business up 47% year-over-year. This was achieved both as a result of growth in our bespoke services and timing of some of our experiences versus this time last year. Year-to-date experience for travel is up over double digits, an area we see continued opportunity. In our controlled accommodations, we delivered occupancy level of 59%, down from 71% in Q2 2024. This is while increasing ADR by 24% in the quarter, supporting the gross margin and profitability goals we set for the year. And on the cost side, we saw continued benefits from our optimization efforts. Cost of revenue declined by $5.5 million, or 11% year-over-year, largely due to our ongoing portfolio optimization efforts. Operating expenses were also marginally lower, down approximately $9 million, benefiting from reduced overhead and continued focus on streamlining operations across the organization. Free cash flow in Q2 was approximately break-even at roughly $200,000. dollars, reflecting the continued benefit of the cost reductions and operational efficiencies we've implemented. Year-to-date pre-cash flow remains negative at $7.3 million, an improvement from the prior year. We're encouraged by the trajectory and continue to prioritize cash and liquidity as we work towards achieving consistent, positive pre-cash flow, a critical milestone that will give us the flexibility to reinvest in key areas that drive long-term growth. Moving to our outlook, we remain pleased with our progress Inspirato has made year-to-date and continued track towards the previously commuted full-year 2025 targets, which include adjusted EBITDA between breakeven and $5 million, total revenue between $235 million and $255 million, and cash operating expenses between $80 million and $90 million, and 15% year-over-year improvement. With the anticipated close of our transaction and buyer link, we recognize that these standalone Inspirato targets will become less relevant to how the business will report financial performance moving forward. As such, while we will continue to manage towards these targets to the end of the year, however, we do not plan to update standalone guidance going forward. In the meantime, Inspirata remains focused on discipline execution while strengthening the foundation for scalable and profitable growth under the new platform. Over the past year, the choices we've made are showing up in our financial performance. By sharpening our focus and instilling stronger discipline throughout the company and constantly refining how we deliver value to our members, we've become more agile and With the anticipated combination of BioLink and Inspirato, we're focused on strengthening our business to deliver an even more exceptional experience to our customers. Together, we look forward to scaling profitably and achieving sustainable growth. And with that, I'll turn it back to the operator for Q&A.

Certainly. And as a reminder, ladies and gentlemen, if you do have a question at this time, please press star 1-1 on your telephone. If your question has been answered and you'd like to remove yourself from the queue, please press star 1-1 again. One moment for our first question. And our first question comes from the line of Mike Garandale from Northland Capital. Your question, please.

Hey, guys. Could you walk through the pro forma balance sheet, cash levels, debt levels, and kind of address how you're thinking about Capital One?

and the buyer link debt and then maybe kind of capex kind of thought you know how you're going to expand through capex sort of the next six to 18 months hey mike this is michael uh thanks for the question um we are you know as we're we're going through this process we obviously acknowledge that buyer link and inspirata both have senior secured notes. And as part of the agreement, we do anticipate refinancing some of the secured note and recapitalize the whole business on a go-forward basis. We're in the process of doing that now. And once we have a more definitive plan on kind of the refinancing and recapitalization, we'll certainly update you and the market.

Got it. So I guess specifically the Capital One debt, are they supportive, or do you think you'll have that refinanced by the close? And then I think the buyer-linked debt is with Citi, and I think if I read right, like $8 million due later this year. Just kind of thinking, is that pre- or post-merger?

Yeah, again, on the – On the Capital One, on the Capital One note, I mean, I would say both senior secured lenders are positive about the transaction and supportive. And we anticipate that we likely will refinance the Capital One note at the close and Citi will continue on with us at some level. As I mentioned, you know, we are anticipating and looking towards a refinancing and recapitalization of the whole business, Citi with us, but also looking at incremental capital into the business, either in the form of additional debt, equity, and cash flow from the business.

Got it. And then anything on the rough CapEx requirements you think the business will see over the next six to 18 months?

Yeah, I wouldn't anticipate any change meaningfully in the CapEx of either business. You know, they are in many ways different, but also I think on Inspirato's side, as Payam mentioned in his prepared remarks, we'll be able to leverage their resources and capability in marketing technology that Inspirato certainly over the last couple years has been less invested in. But I wouldn't expect a meaningful change in overall CapEx due to any kind of increased investment.

Got it. And then, Pam, a question for you. You know, BuyerLink is a lead gen business. You know, it's done things in auto extensively. How much investment or modification and what sort of the timeline is that it can begin to work for Inspirato and really drive leads for travel and leisure.

Hi, Mike. Thank you for the question. So I think it's important to categorize BuyerLink as a company with deep expertise in building marketplaces and performance marketing. I think Legion is a segment of that, but it is not the whole story. Legion just represents one way that the consumer demand through the marketplaces that Biolink operates monetized. As an example, Legion is not something that Inspirada could benefit from, but rather the marketplace that Inspirada needs to have of curated homes and hotels all over the world, way beyond what we have today. So some of that work has begun. We have the team at Inspirado has been working on doing some of the work that can be done in the meantime. And so, as I mentioned in my remarks in Q2, we had a good number of people focused on starting to build that foundation. It's a foundation and it's a presence that will never be done building. But a good chunk of that will be done by, let's say, end of Q1 of 2026. And I certainly expect that at some point in 2026 we'll start benefiting from that foundation. That is an important vector of growth that we are quite focused on.

And will that require much investment?

I mean, the investment in that is primarily investment in resources. It's more of a prioritization. What are the kinds of stuff that we will not do in order to focus on what is important? And so I wouldn't say that you're going to see increased capex in a meaningful way, but you will see that we'll have resources dedicated to this effort.

Got it. And then one more on buyer link issues. I think you talked about roughly $120 million, $130 million in revenue last year, $26 million of adjusted EBITDA. What do you think BuyerLink's growth profile looks like, and what are the major drivers of that business?

I think with any marketplace, or an organization, a company that operates marketplaces, the business grows as a result of adding marketplaces, new vectors, new verticals, and bringing more liquidity, more demand, more partners to that marketplace. So there's more trading, more engagement takes place within that marketplace. So that is what drives BuyerLink. In the case of BuyerLink, for example, overwhelming majority of the car makers, uh, are partners, uh, by our link today. So, um, so, uh, the growth in a number of car makers is not something that's going to be realistic, but access to more consumer demand, uh, is what will drive that growth and adding more verticals, um, you know, adding more verticals and, uh, you know, home services is a small vertical today for, um, for buyer link and that can become a much much bigger business uh use cars uh you know buyer link owns usecars.com and that is something that can become a very large business over time many of you know auto trader and that's a massive business a marketplace for cars and that's something that buyer link owns so bringing more liquidity to the existing marketplaces that it owns will be a major vector for growth and adding new verticals and lastly The way that BioLINK is built and the patented technology that it operates based on, it is an ideal magnet for consolidation in a very large industry where there are many, in a sense, small offering companies of $5 to $20 million in revenue that they could become an important part of a bigger story.

And I guess... Growth profile, do you see BuyerLink as like a mid-high single-digit grower with some margin expansion, or what kind of growth profile will this have over three to five years?

That's a good question. I don't know if I have a great answer for you at this point, but I can tell you that if you look at Kager for the last, I think, five years, the average growth, both organic and through acquisitions, has been north of 20%.

Okay. Thank you.

Thank you. As a reminder, ladies and gentlemen, if you do have a question at this time, please press star 11 on your telephone. And this does conclude the question and answer session of today's program. I'd like to hand the program back to Payam Zamani for any further remarks.

Well, thank you again everyone for joining us today. I'd also like to thank our employees, partners, and shareholders for their continued support. This concludes our call for today. And we look forward to reporting back in three months. Operator.

Thank you. And thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.