Inspirato rporated(ISPO) - 2021 Q3 - Quarterly Report

PART I – FINANCIAL INFORMATION 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 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 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 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 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] Unaudited Condensed Consolidated Statements of Cash Flows 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 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][25][33] - 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] - 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][43] - 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][145] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][122] - 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][128] - 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][133] 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 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] - The company has not engaged in any hedging activities since inception and does not expect to[157] Controls and Procedures 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] - 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][162] PART II – OTHER INFORMATION This section covers other required disclosures including legal proceedings, risk factors, and exhibits Legal Proceedings The company reports no legal proceedings - None[163] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds occurred during the period - None[165] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[166] Mine Safety Disclosures This item is not applicable to the company - Not applicable[167] Other Information The company reports no other information - None[168] Exhibits 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][171]