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Inspirato rporated(ISPO) - 2022 Q1 - Quarterly Report
2022-05-13 01:24
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39791 INSPIRATO INCORPORATED (Exact Name of Registrant as Specified in its Charter) Delaware 85-2426959 (State ...
Inspirato rporated(ISPO) - 2022 Q1 - Earnings Call Transcript
2022-05-12 17:42
Inspirato Incorporated (NASDAQ:ISPO) Q1 2022 Earnings Conference Call May 12, 2022 11:00 AM ET Company Participants Kyle Sourk - IR Brent Handler - Co-Founder & CEO Web Neighbor - CFO Conference Call Participants Tom Champion - Piper Sandler Mike Grondahl - Northland Securities Steven McDermott - Cantor Operator Thank you for standing by and welcome to the Inspirato First Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there ...
Inspirato rporated(ISPO) - 2021 Q4 - Earnings Call Transcript
2022-03-11 03:15
Inspirato Incorporated (NASDAQ:ISPO) Q4 2021 Earnings Conference Call March 10, 2022 5:30 PM ET Company Participants James Hnat – General Counsel Brent Handler – Co-Founder and Chief Executive Officer Web Neighbor – Chief Financial Officer Conference Call Participants Mike Grondahl – Northland Securities Tom Champion – Piper Sandler James Hnat Thank you operator and hello everyone. By now everyone should have access to our Fourth Quarter and Year End 2021 Earnings Release, which is available on the investor ...
Inspirato rporated(ISPO) - 2021 Q4 - Annual Report
2022-02-09 21:54
Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39791 THAYER VENTURES ACQUISITION CORPORATION (Exact name of Registrant as specified ...
Inspirato rporated(ISPO) - 2021 Q3 - Quarterly Report
2021-11-12 21:33
[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for Thayer Ventures Acquisition Corporation [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited financial statements for Thayer Ventures Acquisition Corporation, detailing its financial position and operational results as a blank check company [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows total assets of **$176.6 million**, primarily in the Trust Account, and a stockholders' deficit of **$25.1 million** as of September 30, 2021 Condensed Consolidated Balance Sheet Highlights (unaudited) | Account | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $396,362 | $1,242,226 | | Investments held in Trust Account | $175,987,897 | $175,950,325 | | **Total Assets** | **$176,642,432** | **$177,701,799** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $754,798 | $450,554 | | Deferred underwriting commissions | $6,900,000 | $6,900,000 | | Derivative warrant liabilities | $18,170,000 | $15,871,750 | | **Total Liabilities** | **$25,824,798** | **$23,222,304** | | Class A common stock subject to possible redemption | $175,950,000 | $175,950,000 | | **Total Stockholders' Deficit** | **($25,132,366)** | **($21,470,505)** | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) The statement of operations shows a net income of **$1.9 million** for Q3 2021, contrasting with a **$3.7 million** net loss for the nine-month period Statement of Operations Summary (unaudited) | Item | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Loss from operations | ($530,361) | ($1,401,182) | | Change in fair value of derivative warrant liabilities | $2,441,750 | ($2,298,250) | | **Net income (loss)** | **$1,915,923** | **($3,661,861)** | | Basic and diluted net income (loss) per share, Class A | $0.09 | ($0.17) | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) The stockholders' deficit increased from **$21.5 million** at year-end 2020 to **$25.1 million** by September 30, 2021, primarily due to net losses - The accumulated deficit grew from (**$21,470,936**) at the end of 2020 to (**$25,132,797**) by September 30, 2021, reflecting the net loss incurred during the nine-month period[16](index=16&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$845,864** for the nine months ended September 30, 2021, reducing the cash balance to **$396,362** Cash Flow Summary (unaudited) | Item | Nine Months Ended Sep 30, 2021 | | :--- | :--- | | Net loss | ($3,661,861) | | Adjustments (incl. change in warrant fair value) | $2,815,997 | | **Net cash used in operating activities** | **($845,864)** | | Cash - beginning of the period | $1,242,226 | | **Cash - end of the period** | **$396,362** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's blank check status, the Inspirato LLC business combination agreement, and accounting policies for Class A common stock and derivative warrants - The Company is a blank check company formed to effect a business combination and has not commenced any operations as of September 30, 2021. It must complete a business combination by **June 15, 2022**[24](index=24&type=chunk)[25](index=25&type=chunk)[33](index=33&type=chunk) - On **June 30, 2021**, the company entered into a definitive business combination agreement with Inspirato LLC. The transaction involves a series of mergers resulting in Inspirato becoming a subsidiary of TVAC[36](index=36&type=chunk) - The company revised its financial statements to classify all Class A common stock subject to possible redemption as temporary equity, in line with ASC 480. This resulted in a reclassification from stockholders' equity but had no impact on total assets, liabilities, net income, or cash flows[42](index=42&type=chunk)[43](index=43&type=chunk) - Public and Private Placement Warrants are recognized as derivative liabilities at fair value, with changes in fair value recognized in the statement of operations. The fair value of Public Warrants is based on listed market prices, and Private Warrants are valued equivalently[61](index=61&type=chunk)[145](index=145&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check operations, the proposed Inspirato LLC business combination, and its financial performance and liquidity position - The company is a blank check company incorporated on **July 31, 2020**, for the purpose of effecting a business combination. All activity to date relates to its formation, IPO, and identifying a target[121](index=121&type=chunk)[122](index=122&type=chunk) - On **June 30, 2021**, the company entered into a business combination agreement with Inspirato LLC. The aggregate consideration includes approximately **$1.07 billion** in equity[127](index=127&type=chunk)[128](index=128&type=chunk) - As of September 30, 2021, the company had **$396,000** in cash outside the trust account and working capital of **$74,000**. Management believes this is sufficient to meet its needs for the next year or until a business combination is consummated[131](index=131&type=chunk)[133](index=133&type=chunk) Results of Operations | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | **Three months ended Sep 30, 2021** | $1.9 million | $2.4M gain on warrant fair value, offset by $0.5M in operating/tax expenses | | **Nine months ended Sep 30, 2021** | ($3.7 million) | $2.3M loss on warrant fair value and $1.4M in operating/tax expenses | | **July 31, 2020 (Inception) to Sep 30, 2020** | ($53,000) | $53k in operating/tax expenses | [Quantitative and Qualitative Disclosures about Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material market or interest rate risk, with Trust Account funds invested in short-term U.S. government securities - The company is not subject to any material market or interest rate risk as proceeds in the Trust Account are invested in short-term U.S. government securities[156](index=156&type=chunk) - The company has not engaged in any hedging activities since inception and does not expect to[157](index=157&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Control%20and%20Procedures) Disclosure controls and procedures were effective as of September 30, 2021, with a previously identified material weakness successfully remediated - Based on an evaluation, the company's Certifying Officers concluded that disclosure controls and procedures were effective as of **September 30, 2021**[158](index=158&type=chunk) - A material weakness previously identified in Q2 2021 was remediated as of **September 30, 2021**. Remediation measures included enhancing processes to identify and apply complex accounting requirements[161](index=161&type=chunk)[162](index=162&type=chunk) [PART II – OTHER INFORMATION](index=30&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers other required disclosures including legal proceedings, risk factors, and exhibits [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[163](index=163&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors are reported - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's Amended Annual Report[164](index=164&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds occurred during the period - None[165](index=165&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[166](index=166&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[167](index=167&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[168](index=168&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including the Business Combination Agreement amendment and required certifications - The exhibits filed with the report include an amendment to the Business Combination Agreement, CEO/CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, and XBRL interactive data files[170](index=170&type=chunk)[171](index=171&type=chunk)
Inspirato rporated(ISPO) - 2021 Q2 - Quarterly Report
2021-08-16 21:12
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39791 THAYER VENTURES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) (State or other ...
Inspirato rporated(ISPO) - 2021 Q1 - Quarterly Report
2021-05-28 10:06
PART I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements detail the company's financial position, operations, and cash flows as a blank check entity [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets were $177.3 million as of March 31, 2021, largely in the Trust Account, with liabilities decreasing to $16.7 million due to reduced warrant liabilities Condensed Balance Sheet Data (unaudited) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$177,267,667** | **$177,701,799** | | Investments held in Trust Account | $175,980,259 | $175,950,325 | | **Total Liabilities** | **$16,708,174** | **$23,222,304** | | Derivative warrant liabilities | $9,551,750 | $15,871,750 | | Class A common stock subject to possible redemption | $155,559,786 | $149,479,490 | | **Total stockholders' equity** | **$5,000,007** | **$5,000,005** | [Unaudited Condensed Statement of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) Net income for the three months ended March 31, 2021, was $6.1 million, primarily from a $6.3 million non-cash gain on derivative warrant liabilities Statement of Operations Highlights (For the Three Months Ended March 31, 2021) | Item | Amount | | :--- | :--- | | Loss from operations | $(269,936) | | Change in fair value of derivative warrant liabilities | $6,320,000 | | **Net income** | **$6,079,998** | | Basic and diluted net income per common share, Class B | $1.41 | [Unaudited Condensed Statement of Changes in Stockholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity remained stable at approximately $5.0 million for the three months ended March 31, 2021, with net income offset by Class A common stock reclassification - Stockholders' equity remained stable at **$5.0 million**, with net income of **$6.1 million** balanced by a reclassification to Class A common stock subject to possible redemption[17](index=17&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) The company used $0.43 million in cash for operating activities for the three months ended March 31, 2021, adjusted for a $6.3 million non-cash gain from warrant liabilities Cash Flow Summary (For the Three Months Ended March 31, 2021) | Item | Amount | | :--- | :--- | | Net income | $6,079,998 | | Change in fair value of derivative warrant liabilities | $(6,320,000) | | **Net Cash Used in Operating Activities** | **$(428,910)** | | Cash - beginning of the period | $1,242,226 | | **Cash - end of the period** | **$813,316** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes clarify the company's blank check status, detailing its IPO, business combination deadline, and accounting policies for warrants as derivative liabilities - The company operates as a blank check company, formed solely to effect a business combination, and has not commenced any operations as of March 31, 2021[23](index=23&type=chunk)[24](index=24&type=chunk) - The December 2020 IPO raised **$172.5 million** gross proceeds from 17.25 million units at **$10.00 per unit**, with approximately **$176.0 million** placed in a trust account[25](index=25&type=chunk)[27](index=27&type=chunk) - A business combination must be completed by **June 15, 2022**, within 18 months of the IPO, or the company will liquidate and redeem public shares[33](index=33&type=chunk) - Both Public Warrants (**8.625 million**) and Private Placement Warrants (**7.175 million**) are classified as derivative liabilities, measured at fair value with changes recognized in the statement of operations[54](index=54&type=chunk)[88](index=88&type=chunk) - Derivative warrant liabilities decreased from **$15.87 million** at December 31, 2020, to **$9.55 million** at March 31, 2021, generating a non-cash gain of **$6.3 million** for the quarter[109](index=109&type=chunk)[114](index=114&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, reporting $6.1 million net income from warrant fair value changes, assessing liquidity, and highlighting critical accounting policies - The company operates as a blank check entity, with all activities focused on its formation, IPO, and the search for a business combination[119](index=119&type=chunk)[120](index=120&type=chunk) - Net income for the three months ended March 31, 2021, was **$6.1 million**, primarily from a **$6.3 million** non-cash gain on derivative warrant liabilities[132](index=132&type=chunk) - As of March 31, 2021, the company held **$0.813 million** in cash outside the trust account, deemed sufficient for at least the next year's working capital needs[126](index=126&type=chunk)[128](index=128&type=chunk) - Deferred underwriting commissions of **$6.9 million** and a deferred consulting fee of **$50,000** are payable only upon completion of a business combination[135](index=135&type=chunk)[136](index=136&type=chunk) - Critical accounting policies involve classifying warrants as derivative liabilities, re-measured at fair value each period, and redeemable Class A common stock as temporary equity[139](index=139&type=chunk)[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is not subject to material market or interest rate risk, as Trust Account proceeds are invested in short-term U.S. government treasury obligations - The company faces no material market or interest rate risk, as Trust Account funds are invested in short-term U.S. government securities with maturities of 185 days or less[151](index=151&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of March 31, 2021, due to a material weakness in accounting for complex equity instruments, with remediation planned - Disclosure controls and procedures were deemed **not effective** as of March 31, 2021[154](index=154&type=chunk) - The ineffectiveness stemmed from a material weakness in internal control over financial reporting regarding the accounting for complex equity instruments, specifically warrants[154](index=154&type=chunk) - Remediation plans include enhancing access to accounting literature and increasing communication with personnel and third-party professionals on complex accounting matters[158](index=158&type=chunk) PART II [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - No legal proceedings are reported[161](index=161&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors have occurred since the Amended Annual Report - No material changes to the risk factors disclosed in the company's Amended Annual Report have occurred as of the report date[162](index=162&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds during the period - None reported[163](index=163&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[164](index=164&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[165](index=165&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None reported[166](index=166&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report, including CEO and CFO certifications and XBRL data files - Exhibits include certifications from Co-Chief Executive Officers and Chief Financial Officer, along with XBRL Instance Documents[168](index=168&type=chunk)
Inspirato rporated(ISPO) - 2020 Q4 - Annual Report
2021-03-24 20:46
Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39791 THAYER VENTURES ACQUISITION CORPORATION (Exact name of Registrant as specified ...
Inspirato rporated(ISPO) - 2020 Q3 - Quarterly Report
2021-01-22 22:06
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Thayer Ventures Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39791 85-2426959 (State o ...