Loss per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Loss per Share

(10) Loss per Share

The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Class V Common Stock does not have economic rights in Inspirato Incorporated, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. Basic and diluted loss per share of Class V Common Stock has not been presented. As such, basic and diluted loss per share is computed using the two-class method. EPS for the three and six months ended June 30, 2021 was adjusted as a result of the recapitalization, see Notes 2 and 3 for additional information.

Basic loss per share is based on the weighted average number of Class A Common Stock outstanding during the period. Diluted loss per share is based on the weighted average number of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of restricted stock units, nonqualified stock options, warrants, and profits interests, if any, using the “treasury stock” method and for the combined interests that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. “Basic and diluted net loss attributable to Inspirato Incorporated per common unit and Class A share, respectively” is adjusted for the Company’s share of Inspirato LLC’s consolidated net loss, net of Inspirato Incorporated taxes, after giving effect to Inspirato LLC combined interests that convert into potential Class A Common Stock, to the extent it is dilutive. In addition, “Net loss attributable to Inspirato Incorporated per common unit and Class A share, respectively” is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive.

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2022		2021		2022
			(As Restated)				(As Restated)
	(in thousands except per share amounts)
Numerator
Net loss attributable to Inspirato Incorporated	$	(568)	$	(2,067)	$	(4,480)	$	(14,369)
Denominator
Basic and diluted weighted average common units and Class A shares outstanding		105,503		52,400		105,503		47,384
Basic and diluted net loss attributable to Inspirato Incorporated per common unit and Class A share	$	(0.01)	$	(0.04)	$	(0.04)	$	(0.30)

The following securities were anti-dilutive for the three and six months ended June 30, 2021 and 2022:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2022		2021		2022
	(in thousands)
Restricted stock units		—		5,518		—		2,774
Stock options		7,841		7,625		8,134		7,690
Preferred warrants		509		—		509		118
Common stock warrants		—		8,625		—		7,852
Profit interests		9,973		—		9,973		2,314
Anti-dilutive securities		18,323		21,768		18,616		20,748

The Company’s combined interests convertible into Class V Common Stock are neither dilutive nor anti-dilutive for the period presented as their assumed conversion under the “if-converted” method to “Weighted-average shares for diluted loss per share” would cause a proportionate increase to “Net loss attributable to Inspirato Incorporated” for diluted loss per share.