Slide 1: Enjoy Flying More Investor Presentation
ENJOY FLYING MORE INVESTOR PRESENTATION AUGUST 2023
Slide 2: Disclaimer
Disclaimer About this Presentation This investor presentation (the “Presentation”) relates to a proposed business combination (the “Business Combination”) between PROOF Acquisition Corp I (“PACI”) and Volato, Inc. (“Volato”). The information contained herein does not purport to be all inclusive and
Slide 3: Disclaimer (Cont'd)
Disclaimer (Cont’d) 3 This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of financial information, together with the fact that some information may be excluded because it is not a
Slide 4: Table of Contents
Table of Contents 4 Executive Summary Company Overview Key Investment Highlights Financials Appendix
Slide 5: Today's Presenters
Today’s Presenters 5 Matt Liotta Co-Founder & CEO John Backus CEO
Slide 6: Executive Summary
EXECUTIVE SUMMARY VGlaz2 | 7PROOF
Slide 7: Fly Better, Fly Smarter, Fly Volato
Fly Better, Fly Smarter, Fly Volato 7 Volato brings the benefits of whole aircraft ownership to the fractional customer, providing Volato residual fleet capacity which is filled through a unique suite of products and innovative software.
Slide 8: Illustrative Pro Forma Ownership
Illustrative Pro Forma Ownership Equity Consideration to Company Shareholders $190.0 Sponsor Promote at Close 69.0 Cash to Balance Sheet 37.9 Est. Total Fees & Expenses5 10.0 Total Uses $306.9 Uses ($M) Company Equity Rollover $190.0 Volato Cash at Closing 7.9 Series A Preferred Equity Financing fro
Slide 9: PROOF Acquisition Corp I
9 PROOF Acquisition Corp I Experienced team with the ability to provide strategic advisory strengthened by strong aviation industry knowledge and expertise IPO Date: 12/1/2021 Deadline Date: 12/3/2023 Current Cash Remaining in Trust: $67.7M1 Notes: 1. Estimated Cash in Trust as of July 31, 2023. Pro
Slide 10: Company Overview
COMPANY OVERVIEW Vélaia | 7PBOOF
Slide 11: Building the Fleet and Capacity
Core Fractional Fleet Part 135 Charter Operations Managed Fleet 11 Building the Fleet and Capacity 5-year contracted recurring revenue Unique revenue share model creates alignment of interest for high utilization Aircraft Management Services (Volato AMS) Generates access to aircraft for supplemental
Slide 12: Volato by the Numbers
12 Volato by the Numbers Notes: $96.7M audited 2022 consolidated revenue under US-GAAP. Includes Pro-forma for partial year of Gulf Coast Aviation, acquired in March 2022. Full fleet, including fractional, managed and leased aircraft under operational control and managed-only fleet. Trailing 6-month
Slide 13: Key Investment Highlights
KEY INVESTMENT HIGHLIGHTS (Glade | PRO
Slide 14: Key Investment Highlights
Key Investment Highlights 14 Asset Light and Unique Business Model with Recurring Diversified Revenue Streams 2 Increasing Utilization with Larger, More Efficient Fleet 4 Management Team & Board Members with Decades of Industry Experience 5 Large and Fast-Growing Market with Favorable Tailwinds 1 Gr
Slide 15: Large and Fast-Growing Market with Favorable Tailwinds
15 Shifts in Work/Life Balance COVID-19 introduced private aviation to new customers Flight and travel purpose patterns have permanently changed Capacity Constraints Significant OEM backlogs for new deliveries Low inventory of aircraft on the secondary market Growth in the Experience Economy Growing
Slide 16: Large and Fast-Growing Market with Favorable Tailwinds
16 Pain Points: High operational costs Restrictive plans for customers Lack of accessibility Volato Solution: Highly efficient HondaJet fleet Unique and flexible fractional ownership model Alignment of incentives among shareholders The Landscape Steady Growth: Fractional Ownership of Aircraft has po
Slide 17: 2022 Fractional Operator Market Share
Volato (2021) 7% Nicholas Air (1997) 11% Airshare (2000) 12% AirSprint (2000) 19% PlaneSense (1995) 32% Others 10% Jet It (2018)2 9% 17 Large and Fast-Growing Market with Favorable Tailwinds 1 Source: SherpaReport. Notes: Year founded included in parentheses. Jet It stopped operations effective May
Slide 18: Asset Light and Unique Business Model
18 Reducing inefficiencies & industry wastage PROPRIETARY SOFTWARE SOLUTIONS FRACTIONAL PROGRAM Align owner and operator interests Guaranteed Availability BUILDING FLEET MAXIMIZING UTILIZATION EXPANDING MARGINS Daily Deals JET CARD / DEPOSIT PROGRAMS Incentivize and reward flexibility Non-Guaranteed
Slide 19: Volato Mission Control Proprietary Software Platform
19 2 VOLATO UNIQUELY POSITIONED TO IMPROVE AVIATION SOFTWARE TODAY Existing off the shelf software solutions are antiquated and are inadequate for our business requirements. Volato's team has extensive experience in both aviation and software development. Our in-house software team understands aviat
Slide 20: A More Appealing Business Model
20 A More Appealing Business Model “Use it or lose it” Depreciation limited to demonstrated business use Competitors: No revenue sharing Fly as much or as little as you want No concept of entitled hours or maximum flight usage allocation Ownership structure LLC structure enables bonus depreciation.
Slide 21: Fractional solution more profitable and efficient
21 Note: 1. Based on 600 revenue hours annual utilization. 0.87% at 800 annual revenue hours. Achieve 33% higher yield, & higher contribution Secured on a long-term basis At a lower cost of capital than leasing or acquiring aircraft At lower risk Fractional owners are financing Volato’s fleet… Asset
Slide 22: 5-Year Contract Combined Economics
22 Initial Aircraft Sale Annual Management Fee Flight Operations (Revenue Flight Hours) REVENUE1,2 $7.7M $1M $3.9M MARGIN 16% 1% Breakeven 31% Annual Recurring Revenue $4.9M 24.7% 5-Year Contract Combined Economics $32.4M 17% EBITDA $5.6M 2 Asset Light and Unique Business Model with Recurring Divers
Slide 23: Growing Floating Fleet Capacity
23 Notes: Non-GAAP management-adjusted deconsolidated financials, including full sales price of all fractional aircraft. Pro-forma for full-year of Gulf Coast Aviation, acquired in March 2022. On firm order being delivered through 2025. Jan-2021 • is incorporated Mar-2021 Initial HondaJet fleet orde
Slide 24: HondaJet Positioned for Private Aviation Market
24 3 $29.0B U.S Private Aviation Market1 70% of Flights < 3 hours2 48% of Flights are TurboProp and Light Jet2 The Phenom 3003 Average Fuel Burn 160 Gallons/Hour The HondaJet3 Average Fuel Burn 130 Gallons/Hour Launched in 2015, HondaJet Targets this Exact Market with Low Operational Costs and no co
Slide 25: Operational Bases Expanding Footprint
25 OPERATIONAL BASES EXPANDING FOOTPRINT Repositioning flights are waived for fractional owners within 2 hours of Operational Bases. 6 Operational Bases provides a presence in the top 3 US states for private aviation (CA, TX, FL): Key markets of future focus include CO, NYC, Chicago, NorCal, Pacific
Slide 26: Increasing Utilization with Larger, More Efficient Fleet
26 4 jds Full Fleet Access Full Bonus Depreciation x x Pay as You Fly Programs x Revenue Share x x Asset Light Model x Common Aircraft Type in Class x x Traditional Fractional Increasing Utilization with Larger, More Efficient Fleet Volato offers a better strategy that yields a superior
Slide 27: Management Team & Board Members with Decades of Industry Experience
Operational team of seasoned industry professionals with over 30 years of industry experience across: Led by an entrepreneurial team with a track record of successful exits 27 5 And a commercial team with prior industry experience KeithRabin President & CFO Nicholas Cooper CFA Co-founder &CCO Matt L
Slide 28: Focus on Safety, Sustainability & Diversity
28 5 FOCUS ON SAFETY & SUSTAINABILITY & DIVERSITY • • • • Holder of the industry's top safety ratings All flight operations are carbon neutral 23% veteran 22% female 18% BIPOC Bob George Former EVP, CFO, Business Development and Secretary for Esterline Technologies, Inc. (NYSE: ESL), joined at a $20
Slide 29: Volato is Positioned Well for Accelerated Growth
Volato is Positioned Well for Accelerated Growth 29 Expansion of software offering Focused entry into corporate travel market Expansion of fleet size and offering Expansion of geographic footprint and operational coverage
Slide 30: Financials
FINANCIALS VGiiade | 7PROOF
Slide 31: Volato Financial Performance At-a-Glance
$2.2M $3.4M $3.8M $5.1M $6.7M $10.2M $24.2M $11.8M $5.7M $25.9M $5.7M $1.4M $3.8M $4.6M $4.8M $4.1M $4.0M Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Volato Financial Performance At-a-Glance 31 Quarterly Revenue Commentary Other 1 Notes: Reflects Other Income + Managed Fleet Division Reimbursabl
Slide 32: Appendix
APPENDIX (dade | *PFOOF
Slide 33: Risk Factors
Risk Factors 33 PRIVATE & CONFIDENTIAL The risks included below are qualified entirely by the risks to be included in the Form S-4 to be filed by PACI. PACI’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the For
Slide 34: Enjoy Flying More
ENJOY FLYING MORE