Porch SPAC Presentation Deck slide image

Porch SPAC Presentation Deck

DISCLAIMERS Information Subject to Change The information, including financial information, contained herein has not been finalized and is subject to change. PropTech Acquisition Corporation (PTAC") intends to file a registration statement on Form 5-4 containing a preliminary proxy statement and preliminary prospectus of PTAC with the Securities and Exchange Commission (the "SEC") containing some of the information contained herein which may change prior to filling the registration statement and in response to the SEC review process. To the fullest extent permitted by law, in no circumstances will Porch.com, Inc. [Porch" or the "Company") or IPTAC or any of their respective subsidiaries, stockholders, affilates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither Porch nor PTAC has independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. This data is subject to change. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Porch or the proposed business combination of PTAC and Porch (the "Business Combination"), and none of PTAC, the Company or their respective affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation, and the recipient disclaims any such representation or warranty. Viewers of this presentation should each make their own evaluation of Porch and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. This presentation does not constitute () a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (I) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of PTAC, Porch or any of their respective affilates. You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this presentation, you confirm that you are not relying upon the information contained herein to make any decision. Forward-Looking Statements Certain statements in this presentation may be considered "forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or PTAC's or the Company's future financial or operating performance. For example, projections of future revenue, gross profit, contribution margin, Adjusted EBITDA and other matrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will" "estimate," "anticipate," "belleve," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by PTAC and its management, and Porch and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against PTAC, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of PTAC, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet the Nasdag's Isting standards following the consummation of the Business Combination: (6) the risk that the Business Combination disrupts current plans and operations of Porch as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the 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, (8) costs related to the Business Combination; (9) changes in applicable laws or regulations [10] the possibility that Porch or the combined company may be adversely affected by other economic, business and/or competitive factors (11) Porch's estimates of its financial performance, and (12) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward- Looking Statements in PTAC's Annual Report on Form 10 k for the fiscal year ended December 31, 2019 and the section entitled "Risk Factors in PTAC's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.. Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither PTAC nor the Company undertakes any duty to update these forward-looking statements. Financial Information; Non-GAAP Financial Measures The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement/prospectus or registration statement to be filed by PTAC with the SEC. The "Pro Forma financial data included herein has not been prepared in accordance with Article 11 of the SEC's Regulation S-X is presented for informational purposes only and may differ materially from the Regulation S-X compliant unaudited pro forma financial statements of Porch to be included in PTAC's proxy statement/prospectus in connection with the proposed Business Combination (when available). In addition, all historical financial information included herein is preliminary and subject to change pending finalization of the audits of Porch as of and for the years ended December 31, 2019 and 2018 in accordance with PCAOB auditing standards. Except as otherwise noted, all references herein to full-year periods refer to Porch's fiscal year, which ends on December 31. Some of the financial information and data contained in this presentation, such as Adjusted EBITDA, Pro Forma Adjusted EBITDA, Pro Forma Revenue, Pro Forma Gross Profit and Contribution Margin, have not been prepared in accordance with United States generally accepted accounting principles (CAAP). Porch defines Adjusted EBITDA as not income (loss) plus interest expense, not, income tax expense benefit), other expense, not, and depreciation and amortization, certain non-cash long-lived asset impairment charges, stock based compensation expense and acquisition compensation and transaction expenses. Pro Forma Adjuste EBITDA is defined as Adjusted EBITDA, as further adjusted to exclude the Adjusted EBITDA contribution from certain Porch businesses divested during 2019 and the first half of 2020, after giving effect to all such divestitures as if they had occurred on January 1, 2018. Similarly, Pro Forma Revenue and Pro Forma Cross Profit represent revenue and gross profit, respectively, as adjusted to exclude the revenue and gross profit contribution from certain Porch businesses divested during 2019 and the first half of 2020, after giving effect to all such divestitures as if they had occurred on January 1, 2018. Contribution Margin is defined as gross profit less all variable expenses, including marketing and sales. See the appendix beginning at slide 44 for more details regarding Adjusted EBITDA, Pro Forma Adjusted EBITDA, Pro Forma Revenue, Pro Forma Gross Profit and Contribution Margin, including the reconciliation of these measures to the nearest comparable GAAP measures elsewhere in this presentation. Copyright 2020 Porch.com. All rights reserved 2
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