0001558370-22-012947 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2022	Aug. 04, 2022
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-39791
Entity Registrant Name	INSPIRATO INCORPORATED
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2426959
Entity Address State Or Province	CO
Entity Address, Address Line One	1544 Wazee Street
Entity Address, City or Town	Denver
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	586-7771
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	ISPO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001820566
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
Entity Common Stock, Shares Outstanding		52,450,471
Class V Common Stock
Entity Common Stock, Shares Outstanding		69,780,665
Warrant [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class
Trading Symbol	ISPOW
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		8,624,792

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 121,321	$ 80,233
Restricted cash	1,740	2,720
Accounts receivable, net	2,725	2,389
Accounts receivable, net - related parties	708	386
Prepaid subscriber travel	24,520	17,183
Prepaid expenses	9,970	11,101
Other current assets	574	762
Total current assets	161,558	114,774
Property & equipment, net	11,904	8,695
Goodwill	21,233	21,233
Right of use asset	236,393
Other long term assets	1,130	1,068
Total assets	432,218	145,770
Current liabilities
Accounts payable	35,319	33,140
Accrued liabilities	5,122	6,035
Deferred revenue	175,841	176,813
Deferred rent		457
Debt	14,000	13,267
Lease liability	65,210
Total current Liabilities	295,492	229,712
Deferred revenue	15,781	14,450
Deferred rent		7,468
Lease liability	177,597
Warrants	5,607	547
Total liabilities	494,477	252,177
Commitments and contingencies (Note 12)
Temporary equity (Note 3)
Temporary equity		83,284
Equity
Series C; 491 authorized, issued, and outstanding at December 31, 2021; none at June 30, 2022 (Note 3)		21,477
Additional paid-in capital	244,799
Accumulated deficit	(226,361)	(211,168)
Total equity excluding noncontrolling interest	18,450	(189,691)
Noncontrolling interests (Note 16)	(80,709)
Total equity	(62,259)	(189,691)
Total liabilities, temporary equity, and stockholders' deficit	432,218	145,770
Series A-1
Temporary equity (Note 3)
Temporary equity		12,809
Series A-2
Temporary equity (Note 3)
Temporary equity		5,489
Series B
Temporary equity (Note 3)
Temporary equity		19,860
Series B-1
Temporary equity (Note 3)
Temporary equity		15,282
Series D
Temporary equity (Note 3)
Temporary equity		20,125
Series E
Temporary equity (Note 3)
Temporary equity		$ 9,719
Class A Common Stock
Equity
Common stock	5
Class V Common Stock
Equity
Common stock	$ 7

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common units authorized	0	4,470,000
Common units issued	0	1,149,000
Common units outstanding	0	1,149,000
Series A-1
Temporary equity shares authorized		222
Temporary equity shares issued	0	217,000
Temporary equity shares outstanding	0	217,000
Series A-2
Temporary equity shares authorized	0	130,000
Temporary equity shares issued	0	130,000
Temporary equity shares outstanding	0	130,000
Series B
Temporary equity shares authorized	0	193,000
Temporary equity shares issued	0	193,000
Temporary equity shares outstanding	0	193,000
Series B-1
Temporary equity shares authorized	0	128,000
Temporary equity shares issued	0	124,000
Temporary equity shares outstanding	0	124,000
Series D
Temporary equity shares authorized	0	158,000
Temporary equity shares issued	0	158,000
Temporary equity shares outstanding	0	158,000
Series E
Temporary equity shares authorized	0	132,000
Temporary equity shares issued	0	96,000
Temporary equity shares outstanding	0	96,000
Series C
Preferred stock shares authorized	0	491,000
Preferred stock shares issued	0	491,000
Preferred stock shares outstanding	0	491,000
Class A Common Stock
Common stock, par value	$ 0.0001
Common stock shares authorized	1,000,000,000
Common stock shares issued	52,448,000
Common stock shares outstanding	0
Class V Common Stock
Common stock, par value	$ 0.0001
Common stock shares authorized	500,000,000
Common stock shares issued	69,781,000
Common stock shares outstanding	69,781,000

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue	$ 83,698	$ 52,286	$ 165,771	$ 101,566
Cost of revenue (including depreciation of $408 and $880 in 2021, and $495 and $870 in 2022 respectively)	60,081	35,623	107,002	67,712
Gross margin	23,617	16,663	58,769	33,854
General and administrative (including equity-based compensation of $466 and $975 in 2021, and $2,431 and $2,833 in 2022 respectively)	15,782	13,024	33,476	21,658
Sales and marketing	11,061	6,000	21,203	11,249
Operations	11,179	5,850	20,853	10,879
Technology and development	2,876	897	5,684	1,780
Depreciation and amortization	694	600	1,353	1,283
Interest, net	193	378	332	547
Warrant fair value (gains) losses	(11,126)		6,544	456
Gain on forgiveness of debt		(9,518)		(9,518)
Loss and comprehensive loss before income taxes	(7,042)	(568)	(30,676)	(4,480)
Income tax expense	206		387
Net loss and comprehensive loss	(7,248)	(568)	(31,063)	(4,480)
Net loss and comprehensive loss attributable to noncontrolling interests (Note 16)	4,274		16,053
Net loss and comprehensive loss attributable to Inspirato Incorporated	$ (2,974)	$ (568)	$ (15,010)	$ (4,480)
Basic weighted average common units and class A shares outstanding	52,400	105,503	47,384	105,503
Diluted weighted average common units and class A shares outstanding	52,400	105,503	47,384	105,503
Basic net loss attributable to Inspirato Incorporated per common unit and class A share	$ (0.06)	$ (0.01)	$ (0.32)	$ (0.04)
Diluted net loss attributable to Inspirato Incorporated per common unit and class A share	$ (0.06)	$ (0.01)	$ (0.32)	$ (0.04)
Class A Common Stock
Basic weighted average common units and class A shares outstanding	52,400	105,503	47,384	105,503
Diluted weighted average common units and class A shares outstanding	52,400	105,503	47,384	105,503

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Cost of revenue, depreciation	$ 495	$ 408	$ 870	$ 880
General and administrative, equity-based compensation	$ 2,431	$ 466	$ 2,833	$ 975

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) shares in Thousands, UYI in Thousands, $ in Thousands	Member Units Previously Reported shares	Member Units Reverse capitalization shares	Member Units Effect of reverse capitalization shares	Member Units shares	Preferred Stock Series C Previously Reported USD ($) shares	Preferred Stock Series C Reverse capitalization USD ($) shares	Common Stock Class A Common Stock UYI shares	Common Stock Class A Common Stock USD ($) shares	Common Stock Class V Common Stock USD ($) shares	Additional Paid-in Capital Reverse capitalization USD ($)	Additional Paid-in Capital Effect of reverse capitalization USD ($)	Additional Paid-in Capital USD ($)	Accumulated Deficit Previously Reported USD ($)	Accumulated Deficit Effect of reverse capitalization USD ($)	Accumulated Deficit USD ($)	Noncontrolling Interests USD ($)	Class A Common Stock USD ($)	Previously Reported USD ($)	Effect of reverse capitalization USD ($)	USD ($)
Balance at beginning of period at Dec. 31, 2020					$ 21,477	$ (21,477)				$ 21,477	$ 21,477		$ (184,682)	$ (184,682)				$ (163,205)	$ (163,205)
Balance at beginning of period (in shares) at Dec. 31, 2020 \| shares	1,166	104,377	105,543		491	(491)
Increase (decrease) in members equity
Consolidated net loss															$ (3,910)					$ (3,910)
Equity based compensation												$ 509								509
Distributions															(81)					(81)
Balance at end of period at Mar. 31, 2021												21,986			(188,673)					(166,687)
Balance at end of period (in shares) at Mar. 31, 2021 \| shares				105,543
Balance at beginning of period at Dec. 31, 2020					$ 21,477	$ (21,477)				21,477	21,477		(184,682)	(184,682)				(163,205)	(163,205)
Balance at beginning of period (in shares) at Dec. 31, 2020 \| shares	1,166	104,377	105,543		491	(491)
Increase (decrease) in members equity
Consolidated net loss																				(4,480)
Balance at end of period at Jun. 30, 2021												22,452			(189,241)					(166,789)
Balance at end of period (in shares) at Jun. 30, 2021 \| shares				105,543
Balance at beginning of period at Mar. 31, 2021												21,986			(188,673)					(166,687)
Balance at beginning of period (in shares) at Mar. 31, 2021 \| shares				105,543
Increase (decrease) in members equity
Consolidated net loss															(568)					(568)
Equity based compensation												466								466
Balance at end of period at Jun. 30, 2021												22,452			(189,241)					(166,789)
Balance at end of period (in shares) at Jun. 30, 2021 \| shares				105,543
Balance at beginning of period at Dec. 31, 2021					$ 21,477	$ (21,477)				21,477	21,477		(211,168)	(211,168)				(189,691)	(189,691)
Balance at beginning of period (in shares) at Dec. 31, 2021 \| shares	1,149	103,709	104,858		491	(491)
Increase (decrease) in members equity
Consolidated net loss															(12,036)	$ (11,779)				(23,815)
Equity based compensation												402								402
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes												29								29
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares) \| shares							25	25
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs								$ 4	$ 7			206,253				(64,656)				141,608
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs (in shares) \| shares				(104,858)			46,832	46,832	69,781
Issuance of common stock upon exercise of warrants								$ 1				9,330								9,331
Issuance of common stock upon exercise of warrants (in shares) \| UYI							UYI 5,079
Distributions															(183)					(183)
Balance at end of period at Mar. 31, 2022								$ 5	$ 7			237,433			(223,387)	(76,435)				(62,377)
Balance at end of period (in shares) at Mar. 31, 2022 \| shares							51,936	51,936	69,781
Balance at beginning of period at Dec. 31, 2021					$ 21,477	$ (21,477)				$ 21,477	$ 21,477		$ (211,168)	$ (211,168)				$ (189,691)	$ (189,691)
Balance at beginning of period (in shares) at Dec. 31, 2021 \| shares	1,149	103,709	104,858		491	(491)
Increase (decrease) in members equity
Consolidated net loss																				(31,063)
Balance at end of period at Jun. 30, 2022								$ 5	$ 7			244,799			(226,361)	(80,709)				(62,259)
Balance at end of period (in shares) at Jun. 30, 2022 \| shares							52,448	52,448	69,781
Balance at beginning of period at Mar. 31, 2022								$ 5	$ 7			237,433			(223,387)	(76,435)				(62,377)
Balance at beginning of period (in shares) at Mar. 31, 2022 \| shares							51,936	51,936	69,781
Increase (decrease) in members equity
Consolidated net loss															(2,974)	(4,274)				(7,248)
Equity based compensation												2,431								2,431
Issuance of common stock												5,000					$ 5,000			5,000
Issuance of common stock (in shares) \| shares							490	490
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes												65								65
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares) \| shares							22	22
Balance at end of period at Jun. 30, 2022								$ 5	$ 7			$ 244,799			$ (226,361)	$ (80,709)				$ (62,259)
Balance at end of period (in shares) at Jun. 30, 2022 \| shares							52,448	52,448	69,781

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Consolidated net loss	$ (31,063)	$ (4,480)
Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities
Depreciation and amortization	2,223	2,164
Warrant fair value (gains) losses	6,544	456
Equity-based compensation	2,833	975
Gain on forgiveness of debt		(9,518)
Non-cash lease expense	76	515
Changes in operating assets and liabilities, net of reverse recapitalization:
Accounts receivable, net	(336)	183
Accounts receivable, net - related parties	(322)	(388)
Prepaid member travel	(3,675)	(3,538)
Prepaid expenses	(3,625)	(101)
Right of use asset	(493)
Other assets	126	280
Accounts payable	2,179	10,566
Accrued liabilities	(1,237)	2,212
Deferred revenue	359	20,299
Net cash provided by (used in) operating activities	(26,411)	19,625
Cash flows from investing activities:
Development of internal-use software	(489)	(263)
Purchase of property and equipment	(4,619)	(1,061)
Net cash used in investing activities	(5,108)	(1,324)
Cash flows from financing activities:
Repayments of debt	(13,267)	(476)
Proceeds from debt	14,000
Proceeds from reverse recapitalization	90,070
Payments of reverse recapitalization costs	(23,899)
Proceeds from issuance of common stock	5,000
Payments of employee taxes for unit option exercises	(117)
Proceeds from unit option exercises	23
Distributions	(183)	(81)
Net cash (used in) provided by financing activities	71,627	(557)
Net increase in cash, cash equivalents, and restricted cash	40,108	17,744
Cash, cash equivalents, and restricted cash-beginning of period	67,001	82,953
Cash, cash equivalents, and restricted cash-end of period	123,061	84,745
Supplemental cash flow information-cash paid for interest	285	$ 290
Significant noncash transaction:
Conversion of preferred stock in connection with reverse recapitalization	104,761
Warrants acquisition at fair value	8,390
Warrants exercised	9,874
Fixed assets purchased but unpaid, included in accounts payable	324
Conversion of deferred rent and prepaid rent to right-of-use asset	$ 6,831

Nature of Business

6 Months Ended

Jun. 30, 2022

Nature of Business

Nature of Business

(1) Nature of Business

Inspirato Incorporated and its subsidiaries (the “Company”) is a subscription-based luxury travel company that provides unique solutions for (i) affluent travelers seeking superior service and certainty across a wide variety of accommodations and experiences and (ii) hospitality suppliers who want to solve pain points that include monetizing excess inventory and efficiently outsourcing the hassle involved in managing rental properties.

Inspirato Incorporated was incorporated in Delaware on July 31, 2020 as Thayer Ventures Acquisition Corporation (“Thayer”); a special purpose acquisition company (“SPAC”) for the purpose of effecting a merger with one or more operating businesses. On February 11, 2022 (the “Closing Date”), Thayer and Inspirato LLC consummated the transaction contemplated in the Business Combination Agreement dated June 30, 2021 and as amended September 15, 2021 (the “Business Combination Agreement”) whereby amongst other transactions, a subsidiary of Thayer merged within and into Inspirato LLC with Inspirato LLC as the surviving company (the “Business Combination”), resulting in Inspirato LLC becoming a subsidiary of Thayer. Thayer changed its name to “Inspirato Incorporated” upon closing of the Business Combination (the “Closing”).

The Business Combination was accounted for as a reverse recapitalization whereby Inspirato LLC acquired Thayer for accounting purposes. As such, the financial statements presented herein represent the operating results, assets and liabilities of Inspirato LLC before and after the Business Combination. See Note 3 – Reverse Recapitalization for more information.

As of June 30, 2022, the Company had 43 subsidiaries and one branch, of which 34 are wholly owned domestic limited liability companies. The remaining 9 and the branch, which are owned through direct domestic subsidiaries, are as follows: (i) a wholly owned Mexican S.R.L; (ii) a wholly owned Turks and Caicos limited company; (iii) a wholly owned Cayman exempted company; (iv) a wholly owned Costa Rican limited liability company; (v) a wholly owned Italian S.R.L.; (vi) a wholly owned Canadian unlimited liability company; (vii) a wholly owned Dominican Republic branch of a wholly owned domestic liability company; (viii) a wholly owned U.S. Virgin Islands limited liability company; (ix) a wholly owned Puerto Rican limited liability company; and (x) a wholly owned Grenadian limited liability company. These entities typically lease local properties.

Since early 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world and is continuing to have an unprecedented effect on the global hospitality and travel industries. The global spread of COVID-19 has been and continues to be a complex and evolving situation. The COVID-19 pandemic had a materially adverse impact on the Company’s results of operations and financial condition, particularly in 2020. Revenues declined as a result of reduced travel and management undertook cost reduction methods in response. No impairments were recorded during the periods presented. Through June 30, 2022 as restrictions were lifted across travel destinations, revenues began to recover to pre-pandemic levels. However, due to the significant uncertainty surrounding the pandemic, including the potential adverse impact of the spread of COVID-19 variants, management’s judgment regarding this could change in the future. Management cannot estimate the length or impacts of the COVID-19 outbreak on the Company’s future operations, financial position and cash flows, particularly if there are significant impacts that continue in the future.

Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Significant Accounting Policies

Significant Accounting Policies

(2) Significant Accounting Policies

(a) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read together with the Company’s audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020 and Inspirato LLC’s audited consolidated financial statements and accompanying notes for the years ended December 31, 2020 and 2021 included in the final prospectus statement dated March 10, 2022 filed with the SEC pursuant to Rule 424(b)(3) under the Securities Act.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2022 and the results of operations for the three and six months ended June 30, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any other future interim or annual period.

For the three and six months ended June 30, 2021, these unaudited condensed consolidated financial statements present the consolidated results of operations, comprehensive income (loss), cash flows and changes in equity of Inspirato LLC. The condensed consolidated balance sheet as of December 31, 2021 presents the financial condition of Inspirato LLC and its wholly-owned subsidiaries. All intercompany balances and transactions of Inspirato LLC have been eliminated.

The Business Combination was accounted for as a reverse recapitalization and the financial statements presented herein are for Inspirato Incorporated and its subsidiaries, including Inspirato LLC. Inspirato LLC was the accounting acquirer of Thayer and the financial statements for all periods prior to February 11, 2022 are those of Inspirato LLC. See Note 3 – Reverse Recapitalization for more information.

In accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” the historical equity of Inspirato LLC has been recast in all periods up to the Closing Date, to reflect the number of shares of Inspirato Incorporated’s Class A Common Stock (as defined below) and Class V Common Stock (as defined below) issued to Inspirato LLC Holders in connection with the Business Combination. The Company recast the units outstanding related to the historical Inspirato LLC preferred units and common units (the “Historical Inspirato LLC Equity”) prior to the Business Combination, reflecting the exchange ratio of 1-for-37.2275, pursuant to the Business Combination Agreement. The consolidated financial statements and related notes thereto give effect to the conversion for all periods presented. The consolidated financial statements do not necessarily represent the capital structure of Inspirato Incorporated had the Business Combination occurred in prior periods.

(b) Principles of Consolidation

For the period of February 11, 2022 through June 30, 2022, the consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Inspirato LLC. In determining the accounting of Inspirato Incorporated’s interest in Inspirato LLC after the Business Combination, management concluded Inspirato LLC was not a variable interest entity as defined by ASC Topic 810, “Consolidation,” and as such, Inspirato LLC was evaluated under the voting interest model. As Inspirato Incorporated has the right to appoint a majority (four of the seven) managers of Inspirato LLC, Inspirato Incorporated controls Inspirato LLC, and therefore, the financial results of Inspirato LLC and its subsidiaries, after the Closing on February 11, 2022, are consolidated with and into Inspirato Incorporated’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated.

For the days and periods prior to Business Combination, the consolidated financial statements of the Company comprise the accounts of Inspirato LLC and its wholly-owned subsidiaries. All intercompany accounts and transactions among Inspirato LLC and its consolidated subsidiaries were eliminated.

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates.

The condensed consolidated financial statements include amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation and estimated economic lives of capitalized software and long-lived assets, contingencies, allowance accounts, expected length of certain subscription types, and fair value measurements related to stock-based compensation.

(d) Leases

The Company is party to operating lease agreements for its vacation homes, hotels and corporate offices. In February 2016, the FASB issued ASU No. 2016-02 (“ASC 842”), Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations remains similar to legacy lease accounting. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvements for Lessors, and ASU 2019-01, Codification Improvements, to clarify and amend the guidance in ASU No. 2016-02. ASC 842 eliminates real estate-specific provisions and modifies certain aspects of lessor accounting.

The Company adopted ASC 842 as of January 1, 2022 using the modified retrospective approach (“adoption of the new lease standard”). This approach allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the consolidated financial statements in the period of adoption without restating prior periods. The Company has elected to apply the new guidance at the date of adoption without restating prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward the historical determination of contracts as leases and lease classification and not reassess initial direct costs for historical lease arrangements. The Company also elected the practical expedient to not separate lease and non-lease components for all of our current classes of leases.

Operating lease assets are included within right of use (“ROU”) assets and the corresponding operating lease liabilities are included within current liabilities and other long-term liabilities on the Company’s condensed consolidated balance sheet as of June 30, 2022.

The Company has elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the later of ASC 842 adoption date or lease commencement date. Because most of the Company’s leases do not provide an implicit rate of return, the Company used the Company’s incremental borrowing rate based on the information available at adoption date or lease commencement date in determining the present value of lease payments.

Adoption of the new lease standard on January 1, 2022 had a material impact on the Company’s interim condensed consolidated financial statements. The most significant impacts related to the (i) recording ROU assets of $193 million, and (ii) recording lease liabilities of $200 million, as of January 1, 2022 on the consolidated balance sheets. The Company also reclassified prepaid expenses of $1.1 million and deferred rent balances (including tenant improvement allowances and other liability balances) of $7.9 million relating to the Company’s existing lease arrangements as of December 31, 2021, into the ROU asset balance as of January 1, 2022. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The adoption of the new lease standard did not materially impact the Company’s consolidated statement of operations and consolidated statement of cash flows and has had no impact on our debt covenants.

The cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2022 for the adoption of the new lease standard was as follows:



	Balances at December 31,		Adjustments from Adoption of New Lease		Balances at January 1,
	2021		Standard		2022

Assets	(in thousands)
Prepaid expenses	$	11,101	$	(1,094)	$	10,007
Operating lease ROU assets		—		193,332		193,332
Liabilities
Current lease liabilities	$	—	$	59,933	$	59,933
Other current liabilities		457		(457)		—
Long-term lease liabilities		—		140,230		140,230
Other long-term liabilities		7,468		(7,468)		—

(e) Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net earnings or loss attributable to Inspirato Incorporated Class A common stock (“Class A Common Stock”), as applicable, by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted EPS is computed after adjusting the basic EPS computation for the effect of potentially dilutive securities outstanding during the period. The effect of non-vested equity based compensation awards, if dilutive, is computed using the treasury stock method.

(f) Noncontrolling Interests

Noncontrolling interests represent the economic interest of Inspirato LLC not owned by Inspirato Incorporated. These noncontrolling interests arose from the Business Combination. Noncontrolling interests were initially recorded as the relative proportion of the net assets of Inspirato LLC at the time of the Business Combination. This amount is subsequently adjusted for the proportionate share of earnings or losses attributable to the noncontrolling interests and any dividends or distributions paid to the noncontrolling interests.

As of June 30, 2022, Inspirato Incorporated directly owned 41.0% of the interest in Inspirato LLC and the noncontrolling interest was 59.0%. The noncontrolling interest relates to the economic interests in Inspirato LLC held directly by owners of our Inspirato Incorporated Class V common stock (“Class V Common Stock”) in the form of New Common Units (as defined below) as a result of Business Combination. See Note 3 - Reverse Recapitalization.

(g) Income Taxes

For periods prior to the Business Combination, Inspirato LLC was treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Inspirato Incorporated. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the items of the net taxable income or loss and any related tax credits of Inspirato LLC.

Subsequent to the Business Combination, Inspirato Incorporated holds an interest in Inspirato LLC, which continues to be treated as a partnership for U.S. federal income tax purposes. Inspirato LLC is also subject to taxes in foreign jurisdictions in which it operates.

Inspirato Incorporated is subject to income taxes predominately in the U.S. The Company provides for income taxes and the related accounts under the asset and liability method. Income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The relevant tax laws are often complex and may be subject to different interpretations.

Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.

The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense. For additional information regarding income taxes, see Note 7.

(h) Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the consolidated statement of operations as incurred.

The warrants to purchase Class A Common Stock issued in connection with the IPO of Thayer (the “Public Warrants”) and the private placement warrants to purchase Class A Common Stock held by Thayer Ventures Acquisition Holdings LLC (the “Sponsor,” and such warrants the “Private Warrants” and the Public Warrants and Private Warrants collectively, the “Warrants”) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. The fair value of the Warrants as of June 30, 2022 is based on observable listed prices for such Warrants. As the transfer of Private Warrants to anyone who is not a permitted transferee would result in the Private Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. On March 14, 2022, all 7.2 million Private Warrants were exercised on a cashless basis into 5.1 million shares of Class A Common Stock.

Reverse Recapitalization

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Reverse Recapitalization

(3) Reverse Recapitalization

On February 11, 2022, Inspirato LLC and Thayer consummated the Business Combination, resulting in Inspirato LLC becoming a subsidiary of Thayer. The resulting Company organizational structure is commonly referred to as an umbrella partnership corporation (or “UP-C”) structure. This organizational structure allows certain Continuing Inspirato Members (as defined below), to retain their equity ownership directly in Inspirato LLC.

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP; management determined Inspirato LLC was not a variable interest entity (see Note 2), and as result, identified Inspirato LLC as the accounting acquirer of the Business Combination in accordance ASC Topic 805. Thayer was treated as the “acquired” company for accounting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the Continuing Inspirato Members have a majority of the voting power of the Company, and Inspirato LLC’s operations comprise all of the ongoing operations of the Company. Following the Business Combination, Inspirato LLC is managed by a seven-person board of managers designated by Inspirato Incorporated and the holders of the noncontrolling interests in Inspirato LLC, who also hold noneconomic voting interests in Inspirato Incorporated through their ownership of Class V Common Stock of Inspirato Incorporated (“Continuing Inspirato Members”).

In connection with the Business Combination, among other things, (i) Thayer changed its name to “Inspirato Incorporated”, (ii) each of the then issued and outstanding Class A and Class B common stock of Thayer, converted automatically, on a one-for-one basis, into a share of Class A Common Stock of Inspirato Incorporated, (iii) each of the then issued and outstanding warrants of Thayer converted automatically into a redeemable warrant to purchase one share of Class A Common Stock, and (iv) each of the then issued and outstanding units of Thayer that had not been previously separated into the underlying Thayer Class A Common Stock and Thayer public warrant upon the request of the holder thereof, were cancelled and entitled the holder thereof to one share of Inspirato Class A Common Stock and one-half of one Inspirato Public Warrant.

As a result of the Business Combination, each outstanding unit of Inspirato LLC was cancelled and each unitholder received either (i) a number of shares of Class A Common Stock equal to 37.2275 (the “Exchange Ratio”) for each unit of Inspirato LLC owned and certain rights under a tax receivable agreement (the “Tax Receivable Agreement”); or (ii) a number of new common units of Inspirato LLC (“New Common Units”) equal to the Exchange Ratio, an equal number of shares of Class V Common Stock, which have no economic value, but entitles the holder thereof to one vote per share, and certain rights under the Tax Receivable Agreement. This exchange resulted in Inspirato Incorporated owning 41.2% of the issued and outstanding units of Inspirato LLC at the Closing and the Continuing Inspirato Members owning a noncontrolling interest of Inspirato LLC. In addition, options to purchase Inspirato LLC units were converted into options to purchase shares of Class A Common Stock at the Exchange Ratio.

Accordingly, the financial statements reflect the continuation of the financial statements of Inspirato LLC with the Business Combination being treated as the equivalent of Inspirato LLC issuing stock for the net assets of Thayer, accompanied by a recapitalization. The net assets of Thayer were recognized as of the Business Combination at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Inspirato LLC and the accumulated deficit of Inspirato LLC has been carried forward after the Closing.

In accordance with ASC Topic 805, all periods prior to the Business Combination have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to give effect to the reverse recapitalization. After giving effect to the Business Combination and the redemption of Inspirato LLC units as described above, the number of common stock issued and outstanding immediately following the consummation of the Business Combination was 47 million of Class A Common Stock and 70 million of Class V Common Stock.

In connection with the Closing, the Company raised $90 million of gross proceeds including $88 million from the issuance of 8.8 million shares of Class A Common Stock to a number of accredited investors pursuant to a separate subscription agreement entered into on June 30, 2021 and as amended. The Company incurred $25 million in transaction costs during the six months ended June 30, 2022, consisting of banking, legal, and other professional fees, of which $24 million was recorded as a reduction to additional paid-in capital and the remaining $1.1 million was expensed in the condensed consolidated statements of operations. The total net cash proceeds to the Company as a result of the Business Combination was $66 million.

On April 7, 2022, the Company issued 490,197 shares of Class A Common Stock to the Sponsor for net proceeds of $5.0 million.

Revenue

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

(4) Revenue

Revenues are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2022		2021		2022

	(in thousands)
Travel	$	28,503	$	48,136	$	56,290	$	97,909
Subscription		23,719		35,562		45,127		67,728
Other		64		—		149		134
Total	$	52,286	$	83,698	$	101,566	$	165,771

The Company has recognized assets and liabilities related to contracts with customers as follows:


	December 31,		June 30,
	2021		2022

	(in thousands)
Assets:
Accounts receivable, net	$	2,389	$	2,725
Liabilities:
Deferred revenue, current and long term	$	191,263	$	191,622

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Prepaid Expenses and Prepaid Subscriber Travel

6 Months Ended

Jun. 30, 2022

Prepaid Expenses and Prepaid Subscriber Travel [Abstract]

Prepaid Expenses and Prepaid Subscriber Travel

(5)

Prepaid Expenses and Prepaid Subscriber Travel

Prepaid expenses

Prepaid expenses are as follows:


	December 31,		June 30,
	2021		2022

	(in thousands)
Property operations	$	5,136	$	3,400
Software		2,979		2,724
Rent		1,094		—
Operating supplies		1,372		1,538
Insurance		520		2,308
Total	$	11,101	$	9,970

Prepaid Subscriber Travel

Prepaid subscriber travel of $17 million and $25 million at December 31, 2021 and June 30, 2022, respectively, include deposits for future member travel.

Property and Equipment

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

(6) Property and Equipment

Property and equipment are as follows:


	Useful life	December 31,		June 30,
	(years)	2021		2022

		(in thousands)
Furniture, fixtures, and equipment	5	$	1,354	$	1,364
Corporate office leasehold improvements	3		5,156		5,156
Internal-use software	3		7,947		9,247
Computer equipment	3		1,265		1,265
Residence vehicles	5		315		615
Residence leasehold improvements	3		8,322		12,117
Total cost			24,359		29,764
Accumulated depreciation and amortization			15,664		17,860
Property & equipment, net		$	8,695	$	11,904

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

(7) Income Taxes

At June 30, 2022, Inspirato Incorporated holds 41.0% of the economic interest in Inspirato LLC (see Note 3 and 16), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income or loss is passed through to its members and included in their tax returns, even though such net taxable income may not have actually been distributed. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its 41.0% distributive share of the net taxable income of Inspirato LLC. Inspirato Incorporated is also subject to taxes in foreign jurisdictions.

The effective income tax rate was negative 7.7% and negative 2.6% for the three and six months ended June 30, 2022, respectively. The effective income tax rate for the three and six months ended June 30, 2022 differed significantly from the statutory rate in the respective periods, primarily due to the losses allocated to noncontrolling interests and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Business Combination. Income tax expense recorded in the three and six months ended June 30, 2022 represents amounts owed to foreign taxing authorities.

The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Inspirato Incorporated as of the Closing and as of June 30, 2022, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.

The Company’s income tax filings are subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt

(8) Debt

Loan Facility

In October 2020, the Company obtained a revolving line of credit ( “Revolver”) that matures October 2023. This Revolver has a limit of $14 million. Interest rates associated with the Revolver adjust based on the prime rate and outstanding balance. The interest rate was 4.25% and 5.75% as of December 31, 2021 and June 30, 2022, respectively. Interest expense related to the Revolver for the three and six months ended June 30, 2021 and 2022 was $0.2 million, $0.4 million, $0.1 million and $0.3 million, respectively.

To obtain the Revolver, the Company was required to pledge collateral in the form of the Company’s deposit accounts and intangible assets, and maintain a cash deposit with the lender of $7.0 million. The Company was not in compliance with one of its covenants on the Revolver at May 31, 2022 and June 30, 2022. The Company repaid the Revolver in full in July 2022 and has not subsequently drawn on the Revolver. The Company is working with its lender to modify this covenant.

Paycheck Protection Program

During the year ended December 31, 2020, the Company received a Paycheck Protection Program (“PPP”) loan in the amount of $9.4 million with a maturity date of April 2022. The loan was an interest only loan with the full balance due upon maturity. The PPP program was created under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and was administered by the Small Business Administration (SBA). The Company submitted a request for forgiveness of the entire loan balance in September 2020, and in June 2021, the Company received notice from the SBA that the loan has been forgiven and the SBA repaid the lender on the Company’s behalf. The Company recorded a gain on forgiveness of debt of $9.5 million in June 2021, representing the principal amount of the loan and accrued interest through the forgiveness date.

The SBA has the ability to review the Company’s loan file in a period subsequent to the date the loan was forgiven and repaid in full. The results of any review could result in the SBA requesting additional documentation to support the Company’s initial eligibility for the loan and request for loan forgiveness, with the potential for the SBA to pursue legal remedies at its discretion.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

(9) Fair Value Measurements

The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows:

●

Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities.

●

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement.

Level 1 investments consist of valuation of its Warrants as discussed above. The carrying values on the condensed consolidated balance sheets of the Company’s cash and cash equivalents, restricted cash, accounts receivable, prepaids, other current assets, accounts payable, accrued liabilities, deferred rent, lease liabilities, deferred revenue, other liabilities, and debt approximate fair values due to their short term maturities. The Company utilizes Level 3 inputs in performing its annual goodwill impairment test and in determining the value of the Inspirato LLC Warrants for the six months ended June 30, 2021.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

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

	(in thousands except per share amounts)
Numerator
Net loss attributable to Inspirato Incorporated	$	(568)	$	(2,974)	$	(4,480)	$	(15,010)
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)	$	(0.06)	$	(0.04)	$	(0.32)

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.

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

(11)Leases

The Company enters into operating leases primarily for standalone homes, luxury condos, and hotel rooms. The Company determines if an arrangement is a lease, or contains a lease, including embedded leases, at inception and records the leases in the Company’s financial statements upon later of ASC 842 adoption date of January 1, 2022, or lease commencement, which is the date when the underlying asset is made available for use by the lessor. Leases have initial terms of up to 10 years, and generally contain extension options at the approval of both parties. We have generally not included these renewal periods in the lease term as it is not reasonably certain that we will exercise the renewal option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Variable lease expense includes expenses incurred as a result of the lease agreement which are not considered known expenses at lease inception and are recognized as incurred. Variable expenses can include, but are not limited to, revenue shares, owner buyback adjustments, and usage based agreements. Operating lease expense and variable lease expense are included in cost of revenue on the condensed consolidated statement of operations.

The following table details the composition of operating lease expense for the three and six months ended June 30, 2022:


	Three Months Ended		Six Months Ended
	June 30, 2022		June 30, 2022

	(in thousands)
Operating lease expense	$	19,708	$	37,990
Variable lease expense		534		1,193

As of June 30, 2022, the maturities of the Company’s operating lease liabilities (excluding short-term leases) were as follows:


	Operating leases
	(in thousands)
Remainder of 2022	$	39,086
Year ending December 31, 2023		68,820
Year ending December 31, 2024		45,468
Year ending December 31, 2025		36,741
Year ending December 31, 2026		28,848
Thereafter		59,746
Total minimum lease payments		278,709
Less: interest expense		(35,902)
Present value of lease obligations		242,807
Less: current lease obligations		(65,210)
Long-term lease obligations	$	177,597

As previously reported in the Company’s audited financial statements for the year ended December 31, 2021 and under legacy lease accounting (ASC 840), future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows:


Years ending December 31,	Amount
	(in thousands)
2022	$	69,329
2023		58,744
2024		37,850
2025		28,203
2026		20,345
Thereafter		25,716
Total	$	240,187

The following table presents additional information about our lease obligations as of June 30, 2022:


	As of June 30, 2022
Weighted-average remaining lease term (in years):
Operating leases	5.27

Weighted-average discount rate:
Operating leases	5.15	%

The following table presents supplemental cash flow information for the six months ended June 30, 2022:


	Six Months Ended
	June 30, 2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19,633
Leased assets obtained in exchange for new operating lease liabilities	$	61,956

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(12) Commitments and Contingencies

Litigation

The Company may be named as a defendant in various actions and proceedings arising in the normal course of business. The Company believes that the impact of any such matters will not have a material adverse effect on its condensed consolidated results of operations, financial position, or cash flows. As of June 30, 2022, the Company had no significant pending or threatened litigation.

Reimbursement and Security Agreement

In March 2017, in association with the execution of a surety bond agreement, the Company issued 11,690 warrants to five indemnitors to purchase certain units of Inspirato LLC. These warrants were exercised immediately prior to the Business Combination as discussed in Note 3.

In November 2018, the surety bond agreement scheduled to expire on March 1, 2019 was replaced with a new agreement backed by two individual indemnitors who are also related parties. The new agreement reduced the indemnitor requirement to $7.5 million or $3.8 million per indemnitor. The related reserve requirement and surety bond were reduced from $30 million to $20 million.

In September 2019, the existing surety bond agreement which was scheduled to expire on March 1, 2020, was replaced with a new agreement that removed the individual indemnitors leaving only a corporate indemnity and removing the interest payable requirement. This agreement was renewed in September 2020 through September 2021, then additionally renewed September 2021 through September 2022.

Warrants

6 Months Ended

Jun. 30, 2022

Warrants and Rights Note Disclosure [Abstract]

Warrants

(13) Warrants

The Company is party to issued and outstanding Warrants to purchase its Class A Common Stock at a price of $11.50 per share, subject to adjustment for stock splits and/or extraordinary dividends, as described in the Assignment, Assumption and Amendment Agreement between the Company and Computershare Trust Company, N.A., as warrant agent, in respect of the Warrant Agreement between Thayer and Continental Stock Transfer & Trust Company (collectively, the “Warrant Agreement”). As of June 30, 2022, there were 8.6 million Public Warrants outstanding. Each of the Public Warrants are exercisable for one share of Class A Common Stock.

The Company accounts for Public Warrants as liabilities at fair value within accrued liabilities on the condensed consolidated balance sheets because the Warrants do not meet the criteria for classification within equity. The Public Warrants are subject to remeasurement at each balance sheet date. As of June 30, 2022, the Public Warrants had a fair value of $5.6 million. For the three and six months

ended June 30, 2022, a gain of $11 million and loss of $6.5 million, respectively, was recorded in warrant fair value gains and losses in the condensed consolidated statement of comprehensive loss.

Equity of Inspirato, LLC

6 Months Ended

Jun. 30, 2022

Equity and Temporary Equity Disclosure [Abstract]

Equity of Inspirato, LLC

(14) Equity of Inspirato, LLC

For periods prior to the Business Combination, Inspirato LLC had equity-based compensation described below. As discussed in Note 3, holders of the Inspirato LLC equity received Class A Common Stock or Class V Common Stock and New Common Units, pursuant to the terms of the Business Combination. The Company recast the units outstanding related to the Historical Inspirato LLC Equity prior to the Business Combination, reflecting the exchange ratio of 1-for-37.2275, pursuant to the Business Combination Agreement.

Equity Based Compensation

6 Months Ended

Jun. 30, 2022

Share-based Payment Arrangement [Abstract]

Equity Based Compensation

(15) Equity Based Compensation

Unit Option Plan

Prior to the Business Combination, the board of Inspirato LLC maintained an equity-based compensation plan (the “Unit Option Plan”), which provided for the grant of options to purchase the Inspirato LLC’s common units, to Inspirato LLC’s employees, directors, and consultants. No issuances under the Unit Option Plan have been made since January 2021 and the Unit Option Plan was terminated in connection with the Business Combination and no new equity awards may be issued thereunder; provided, however, that the Unit Option Plan continues to govern the terms and conditions of outstanding awards under the Unit Option Plan as of the time of its termination. Prior to the Unit Option Plan’s termination, Inspirato LLC only granted options under the Unit Option Plan. Options under the Unit Option Plan were granted at a price per unit equal to the fair value of the underlying common units at the date of grant. Options under the Unit Option Plan generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each applicable option agreement.

Each Inspirato LLC option from the Unit Option Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of the Class A Common Stock based on the Exchange Ratio (the “Exchanged Options”). Except as specifically provided in the Business Combination agreement, following the Business Combination, each Exchanged Option has continued to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Inspirato LLC option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options.

The fair value of each option granted in 2021 under the Unit Option Plan was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used:



Approximate risk-free rate		0.49	%
Average expected life		6 years
Volatility		47.6	%
Estimated per share fair value of options granted	$	12.89

There were no grants made during the six months ended June 30, 2022.

As of June 30, 2022 option expense remaining to be recognized was $0.9 million and will be recognized over the next seven years. There were 8.0 million and 7.6 million shares of Class A Common Stock subject to outstanding options at June 30, 2021 (based on retroactive adjustment for the Exchange Ratio) and 2022, respectively. No and 36 thousand options were exercised during the three months ended June 30, 2021 and 2022, respectively. No and 66 thousand options were exercised during the six months ended June 30, 2021 and 2022, respectively.

Profits Interests

Prior to the Business Combination, Inspirato LLC granted awards of profits interests to certain key employees. In connection with the Business Combination the profits interest were treated like other units in Inspirato LLC with respect to the consideration received as part of the Business Combination. Profits interests have been issued to certain executives. Each award of profits interests vests over

the time period defined set forth in each individual grant the applicable profits interest award agreement underlying the award or, subject to the applicable executive’s continued service. If an executive terminated service, any unvested profits interests held by such executive would be forfeited to Inspirato LLC. If Inspirato LLC experienced a “deemed liquidation event,” all of the then-outstanding and unvested profits interests would accelerate and fully vest upon a change of control event. Profits interests were non-voting profits interest incentive units pursuant to individual award agreements, which set forth such additional terms and conditions, including the vesting and forfeiture terms. The profits interests participate in the distributions upon vesting of the units. At both December 31, 2021 and June 30, 2022, there were 9.3 million, as converted, profits interests issued and outstanding, and $0.9 million in profits interest expense remained to be recognized as of June 30, 2022. No profits interests have been issued since the consummation of the Business Combination.

2021 Plan

In connection with the Business Combination, Thayer’s board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan became effective upon the consummation of the Business Combination. Under the 2021 Plan, the Company may grant options, stock appreciation rights, restricted stock, restricted stock units (“RSU”), and performance awards to employees, directors, and consultants. Subject to the adjustment provisions contained in the 2021 Plan and the evergreen provision described below, the maximum number of shares of Class A Common Stock that may be issued pursuant to awards under the 2021 Plan is (i) 15,900,000 shares of Class A Common Stock, plus (ii) any shares subject to stock options or other awards that were assumed in the Business Combination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 7,453,734 shares of Class A Common Stock. The 2021 Plan also includes an evergreen provision that provides for an automatic annual increase to the number of shares of Class A Common Stock available for issuance under the 2021 Plan on the first day of each fiscal year beginning with the 2022 fiscal year, equal to the least of: (x) 19,900,000 shares of Class A Common Stock, (y) 5% of the total number of shares of all classes of the Company’s common stock as of the last day of the Company’s immediately preceding fiscal year, and (z) such lesser amount determined by the 2021 Plan’s administrator. The 2021 Plan provides that the evergreen provision will operate only until the 10^th anniversary of the earlier of the board or stockholder approval of the 2021 Plan. The RSUs are unvested and subject to each employee’s continued employment with the Company. The vesting start date for RSUs issued to existing employees as part of the first grant is equal to January 1, 2022. Subsequent RSU grants have a vesting start date equal to the RSU grant date. Once granted, the RSUs vest over a period of three to four years. RSUs typically have a cliff vesting of one-third and one-fourth of the grant amount for three-year and four-year vesting periods, respectively, and continue to vest quarterly thereafter. The term of each RSU is stated in the individual respective agreement, provided, however, that the term is no more than 10 years from the date of the grant thereof.

At June 30, 2022 there was $32 million of unrecognized compensation cost related to RSUs which is expected to be recognized over a weighted average of 3.5 years.

Noncontrolling Interest

6 Months Ended

Jun. 30, 2022

Noncontrolling Interest [Abstract]

Noncontrolling Interest

(16) Noncontrolling Interest

As a result of the transactions described in Note 3, as of February 11, 2022, Continuing Inspirato Members owned 70 million New Common Units, which represented a 58.8% economic interest in Inspirato LLC and 70 million shares of Class V Common Stock of Inspirato Incorporated. The combination of one New Common Unit and one share of Class V Common Stock of Inspirato Incorporated may be redeemed no earlier than six months after the Business Combination at the option of the Continuing Inspirato Members for one share of Class A Common Stock of Inspirato Incorporated or the cash equivalent thereof (based on the market price of the Class A Common Stock at the time of redemption) as determined by Inspirato Incorporated. If Inspirato Incorporated elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock no later than five business days after the redemption notice date. Upon the redemption of the New Common Unit and Class V Common Stock for Class A Common Stock or the equivalent thereof, all redeemed Class V Common Stock will be cancelled and such New Common Unit will be transferred to Inspirato Incorporated. Inspirato Incorporated will also be issued a New Common Unit to correspond with each new share of Class A Common Stock it issues.

As of June 30, 2022, Inspirato Incorporated owned 41.0% of the outstanding New Common Units. The financial results of Inspirato LLC and its subsidiaries were consolidated with and into Inspirato Incorporated, and 59.0% of the consolidated net loss of Inspirato LLC, during the period of February 11, 2022 through June 30, 2022, were allocated to the noncontrolling interests of Inspirato LLC.

The following table summarizes the changes in ownership of Inspirato LLC for the period beginning February 11, 2022 and ending June 30, 2022 (see Note 3) excluding unvested profits interests.


	New Common Units
	Inspirato Incorporated	Continuing Inspirato Members	Total

	(in thousands)
Beginning of period			2,883
Recapitalization	46,832	66,945	113,777
Vesting of profits interests	—	567	567
End of period	46,832	67,512	114,344


	New Common Units
	Inspirato Incorporated		Continuing Inspirato Members		Total
Beginning of period					100.0	%
Recapitalization	41.2	%	58.8	%	100.0	%
Vesting of profits interests	—	%	100.0	%	100.0	%
End of period	41.0	%	59.0	%	100.0	%

Employee Benefit Plan

6 Months Ended

Jun. 30, 2022

Employee Benefit Plan

Employee Benefit Plan

(17) Employee Benefit Plan

The Company sponsors a defined contribution 401(k) plan (the “Plan”) that covers substantially all employees. Employees are eligible to begin participating in the Plan at the beginning of the first month following their employment with the Company. Employees participating in the Plan may contribute up to 90 percent of their compensation up to Internal Revenue Service (IRS) annual limitations. The Company matches 50 percent of an employee’s contribution up to 6 percent of eligible pay with immediate 100 percent vesting. This match has a $1,500 per employee cap each year. Costs incurred in connection with the Plan were minimal for the six months ended June 30, 2021 and 2022. The Plan provides for the Company to make a discretionary matching contribution. Total contributions to the Plan totaled $0.5 million and $0.9 million for the six months ended June 30, 2021 and 2022, respectively.

Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions

Related Party Transactions

(18) Related Party Transactions

As part of the Portico acquisition in 2013, Inspirato LLC entered into certain ancillary and commercial arrangements with Exclusive Resorts, primarily involving the continuation of services to Portico members until such memberships terminate. At December 31, 2021 and June 30, 2022, balances due from related parties for these arrangements totaled $0.4 million and $0.7 million, respectively. Revenue related to these arrangements is included in the Company's travel revenue. Separating revenue related to Portico's members from the Company's total travel revenue is not practicable.

Under the property usage agreements, Inspirato LLC pays Exclusive Resorts to use and operate certain Exclusive Resorts homes for Inspirato subscribers’ usage. For the six months ended June 30, 2021 and 2022, Inspirato recognized $1.3 million and $1.5 million, respectively, in related party expense related to these agreements. At December 31, 2021 and June 30, 2022, Inspirato had paid all amounts due and payable under the property usage agreements.

Inspirato LLC entered into lease agreements with certain Company executives whereby Inspirato LLC pays those executives a purchase fee in advance of the leased property becoming available for occupancy. Total payments made under these lease agreements for the six months ended June 30, 2021 and 2022 total $0 and $30 thousand, respectively.

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Significant Accounting Policies

Basis of Presentation

(a) Basis of Presentation

Principles of Consolidation

(b) Principles of Consolidation

Use of Estimates

Leases

(d) Leases

The cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2022 for the adoption of the new lease standard was as follows:



	Balances at December 31,		Adjustments from Adoption of New Lease		Balances at January 1,
	2021		Standard		2022

Assets	(in thousands)
Prepaid expenses	$	11,101	$	(1,094)	$	10,007
Operating lease ROU assets		—		193,332		193,332
Liabilities
Current lease liabilities	$	—	$	59,933	$	59,933
Other current liabilities		457		(457)		—
Long-term lease liabilities		—		140,230		140,230
Other long-term liabilities		7,468		(7,468)		—

Earnings (Loss) Per Share

(e) Earnings (Loss) Per Share

Noncontrolling Interests

(f) Noncontrolling Interests

Income Taxes

(g) Income Taxes

Warrant Liabilities

(h) Warrant Liabilities

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Significant Accounting Policies

Schedule of cumulative effect of changes for the adoption of the new lease standard



	Balances at December 31,		Adjustments from Adoption of New Lease		Balances at January 1,
	2021		Standard		2022

Assets	(in thousands)
Prepaid expenses	$	11,101	$	(1,094)	$	10,007
Operating lease ROU assets		—		193,332		193,332
Liabilities
Current lease liabilities	$	—	$	59,933	$	59,933
Other current liabilities		457		(457)		—
Long-term lease liabilities		—		140,230		140,230
Other long-term liabilities		7,468		(7,468)		—

Revenue (Tables)

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of revenues


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2022		2021		2022

	(in thousands)
Travel	$	28,503	$	48,136	$	56,290	$	97,909
Subscription		23,719		35,562		45,127		67,728
Other		64		—		149		134
Total	$	52,286	$	83,698	$	101,566	$	165,771

Schedule of assets and liabilities related to contracts with customers


	December 31,		June 30,
	2021		2022

	(in thousands)
Assets:
Accounts receivable, net	$	2,389	$	2,725
Liabilities:
Deferred revenue, current and long term	$	191,263	$	191,622

Prepaid Expenses and Prepaid Subscriber Travel (Tables)

6 Months Ended

Jun. 30, 2022

Prepaid Expenses and Prepaid Subscriber Travel [Abstract]

Schedule of prepaid expenses


	December 31,		June 30,
	2021		2022

	(in thousands)
Property operations	$	5,136	$	3,400
Software		2,979		2,724
Rent		1,094		—
Operating supplies		1,372		1,538
Insurance		520		2,308
Total	$	11,101	$	9,970

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment


	Useful life	December 31,		June 30,
	(years)	2021		2022

		(in thousands)
Furniture, fixtures, and equipment	5	$	1,354	$	1,364
Corporate office leasehold improvements	3		5,156		5,156
Internal-use software	3		7,947		9,247
Computer equipment	3		1,265		1,265
Residence vehicles	5		315		615
Residence leasehold improvements	3		8,322		12,117
Total cost			24,359		29,764
Accumulated depreciation and amortization			15,664		17,860
Property & equipment, net		$	8,695	$	11,904

Loss per share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of basic and diluted earnings per share


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2022		2021		2022

	(in thousands except per share amounts)
Numerator
Net loss attributable to Inspirato Incorporated	$	(568)	$	(2,974)	$	(4,480)	$	(15,010)
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)	$	(0.06)	$	(0.04)	$	(0.32)

Schedule of anti-dilutive securities


	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

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Summary of composition of lease expense


	Three Months Ended		Six Months Ended
	June 30, 2022		June 30, 2022

	(in thousands)
Operating lease expense	$	19,708	$	37,990
Variable lease expense		534		1,193

Schedule of maturities of operating liabilities


	Operating leases
	(in thousands)
Remainder of 2022	$	39,086
Year ending December 31, 2023		68,820
Year ending December 31, 2024		45,468
Year ending December 31, 2025		36,741
Year ending December 31, 2026		28,848
Thereafter		59,746
Total minimum lease payments		278,709
Less: interest expense		(35,902)
Present value of lease obligations		242,807
Less: current lease obligations		(65,210)
Long-term lease obligations	$	177,597

Schedule of future minimum lease payments under non-cancellable leases


Years ending December 31,	Amount
	(in thousands)
2022	$	69,329
2023		58,744
2024		37,850
2025		28,203
2026		20,345
Thereafter		25,716
Total	$	240,187

Summary of additional lease obligation and supplemental cash flow information

The following table presents additional information about our lease obligations as of June 30, 2022:


	As of June 30, 2022
Weighted-average remaining lease term (in years):
Operating leases	5.27

Weighted-average discount rate:
Operating leases	5.15	%

The following table presents supplemental cash flow information for the six months ended June 30, 2022:


	Six Months Ended
	June 30, 2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19,633
Leased assets obtained in exchange for new operating lease liabilities	$	61,956

Equity Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-based Payment Arrangement [Abstract]

Schedule of assumptions to estimate for fair value of each option grant on the date of grant using the Black-Scholes option pricing model



Approximate risk-free rate		0.49	%
Average expected life		6 years
Volatility		47.6	%
Estimated per share fair value of options granted	$	12.89

Noncontrolling Interest (Tables)

6 Months Ended

Jun. 30, 2022

Noncontrolling Interest [Abstract]

Summary of changes in ownership of New Common Units in Inspirato LLC


	New Common Units
	Inspirato Incorporated	Continuing Inspirato Members	Total

	(in thousands)
Beginning of period			2,883
Recapitalization	46,832	66,945	113,777
Vesting of profits interests	—	567	567
End of period	46,832	67,512	114,344


	New Common Units
	Inspirato Incorporated		Continuing Inspirato Members		Total
Beginning of period					100.0	%
Recapitalization	41.2	%	58.8	%	100.0	%
Vesting of profits interests	—	%	100.0	%	100.0	%
End of period	41.0	%	59.0	%	100.0	%

Nature of Business (Details) $ in Thousands	6 Months Ended	12 Months Ended
Nature of Business (Details) $ in Thousands	Jun. 30, 2022 USD ($) subsidiary	Dec. 31, 2021 USD ($)
Nature of Business
Number of subsidiaries \| subsidiary	43
Number of branches	1
Number of wholly owned domestic limited liability companies	34
Number of wholly owned non-domestic companies	9
Impairment recorded \| $	$ 0	$ 0

Significant Accounting Policies - Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jan. 01, 2022	Dec. 31, 2021
Lease liability	$ 242,807
Assets
Prepaid Expenses	9,970		$ 11,101
Operating lease ROU assets	236,393
Liabilities
Current lease liabilities	65,210
Other current liabilities			457
Long-term lease liabilities	$ 177,597
Other long-term liabilities			$ 7,468
Adjustments from Adoption
Lease liability		$ 200,000
Deferred rent		(7,900)
Assets
Prepaid Expenses		(1,100)
Operating lease ROU assets		193,000
ASU 2016-02 \| Adjustments from Adoption
Assets
Prepaid Expenses		(1,094)
Operating lease ROU assets		193,332
Liabilities
Current lease liabilities		59,933
Other current liabilities		(457)
Long-term lease liabilities		140,230
Other long-term liabilities		(7,468)
ASU 2016-02 \| Adjusted Balance
Assets
Prepaid Expenses		10,007
Operating lease ROU assets		193,332
Liabilities
Current lease liabilities		59,933
Long-term lease liabilities		$ 140,230

Significant Accounting Policies - Noncontrolling Interests (Details) - shares shares in Thousands	Jun. 30, 2022	Mar. 14, 2022	Dec. 31, 2021
Private Placement Warrants
Warrants exercised		7,200
Common stock shares outstanding		5,100
Class V Common Stock
Common stock shares outstanding	69,781
Inspirato LLC
Noncontrolling Interest, Ownership Percentage by Parent	100.00%		100.00%
Inspirato LLC \| Class V Common Stock
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	59.00%
Inspirato Incorporated
Noncontrolling Interest, Ownership Percentage by Parent	41.00%

Reverse Recapitalization (Details) $ in Thousands, UYI in Millions				3 Months Ended	6 Months Ended
	Apr. 07, 2022 shares	Feb. 11, 2022 UYI shares	Feb. 11, 2022 USD ($) shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2022 UYI	Feb. 10, 2022	Dec. 31, 2021 USD ($)
Reverse Capitalization
Goodwill \| $				$ 21,233			$ 21,233
Issuance of common stock \| $				5,000
Additional Paid-in Capital
Reverse Capitalization
Issuance of common stock \| $				$ 5,000
Inspirato LLC
Reverse Capitalization
Ownership (as a percent)				100.00%			100.00%
Class A Common Stock
Reverse Capitalization
Exchange ratio of outstanding units to stock				37.2275
Common stock shares issued				52,448,000
Common stock shares outstanding				0
Issuance of common stock (in shares)	490,197
Issuance of common stock \| $				$ 5,000
Class V Common Stock
Reverse Capitalization
Common stock shares issued				69,781,000
Common stock shares outstanding				69,781,000
Reverse Capitalization
Reverse Capitalization
Conversion ratio of Thayer Class A Common Stock to Inspirato Class A Common Stock		1	1
Number of share prior issued and outstanding units entitle to Inspirato Warrant		0.5	0.5
Common Stock, Number Of Votes Per Share		1	1
Gross proceeds \| UYI		UYI 90.0
Transaction costs incurred \| UYI					UYI 25.0
Net cash proceeds \| UYI					66.0
Reverse Capitalization \| Operating Expenses
Reverse Capitalization
Transaction costs incurred \| UYI					1.1
Reverse Capitalization \| Additional Paid-in Capital
Reverse Capitalization
Transaction costs incurred \| UYI					UYI 24.0
Reverse Capitalization \| Inspirato LLC
Reverse Capitalization
Ownership (as a percent)				41.00%		41.20%
Reverse Capitalization \| Class A Common Stock
Reverse Capitalization
Conversion ratio of Thayer Warrants to to Inspirato Warrants		1	1
Number of share prior issued and outstanding units entitle to Inspirato stock		1	1
Exchange ratio of outstanding units to stock		37.2275	37.2275
Common stock shares issued		47,000,000	47,000,000
Gross proceeds \| $			$ 88,000
Conversion of units into common stock in connection with the reverse recapitalization (in shares)		8,800,000	8,800,000
Reverse Capitalization \| Class V Common Stock
Reverse Capitalization
Common stock shares issued		70,000,000	70,000,000

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues
Revenue	$ 83,698	$ 52,286	$ 165,771	$ 101,566
Travel
Revenues
Revenue	48,136	28,503	97,909	56,290
Subscription
Revenues
Revenue	$ 35,562	23,719	67,728	45,127
Other
Revenues
Revenue		$ 64	$ 134	$ 149

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Assets:
Accounts receivable, net	$ 2,725	$ 2,389
Liabilities:
Deferred revenue, current and long term	$ 191,622	$ 191,263

Prepaid Expenses and Prepaid Subscriber Travel (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Prepaid Expenses and Prepaid Subscriber Travel [Abstract]
Prepaid Subscriber Travel	$ 24,520	$ 17,183
Prepaid expenses
Property operations	3,400	5,136
Software	2,724	2,979
Rent		1,094
Operating supplies	1,538	1,372
Insurance	2,308	520
Total	$ 9,970	$ 11,101

Property and Equipment (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment
Total cost	$ 29,764	$ 24,359
Accumulated depreciation and amortization	17,860	15,664
Property & equipment, net	$ 11,904	$ 8,695
Furniture, fixtures and equipment
Property, Plant and Equipment
Useful life	5 years	5 years
Total cost	$ 1,364	$ 1,354
Corporate office leasehold improvements
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 5,156	$ 5,156
Internal-use software
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 9,247	$ 7,947
Computer equipment
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 1,265	$ 1,265
Residence vehicles
Property, Plant and Equipment
Useful life	5 years	5 years
Total cost	$ 615	$ 315
Residence leasehold improvements
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 12,117	$ 8,322

Income Taxes (Details)	3 Months Ended	6 Months Ended
Income Taxes (Details)	Jun. 30, 2022	Jun. 30, 2022	Feb. 10, 2022	Dec. 31, 2021
Effective tax rate	7.70%	7.70%
Inspirato LLC
Ownership (as a percent)	100.00%	100.00%		100.00%
Reverse Capitalization \| Inspirato LLC
Ownership (as a percent)	41.00%	41.00%	41.20%

Debt - Loan Facility (Details) $ in Thousands, UYI in Millions	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021	Dec. 31, 2020 USD ($)	Oct. 31, 2020 UYI
Debt
Gain on forgiveness of debt			$ 9,518		$ 9,518
Loan Facility
Debt
Maximum borrowing capacity \| UYI								UYI 14.0
Interest rate (as a percent)				5.75%		4.25%
Interest expense		$ 100	$ 200	$ 300	$ 400
cash deposit with the holder \| UYI								UYI 7.0
Paycheck Protection Program Loan [Member]
Debt
Maximum borrowing capacity							$ 9,400
Gain on forgiveness of debt	$ 9,500

Loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator
Net loss attributable to Inspirato Incorporated	$ (2,974)	$ (568)	$ (15,010)	$ (4,480)
Denominator
Basic weighted average common units and class A shares outstanding	52,400	105,503	47,384	105,503
Diluted weighted average common units and class A shares outstanding	52,400	105,503	47,384	105,503
Basic net loss attributable to Inspirato Incorporated per common unit and class A share	$ (0.06)	$ (0.01)	$ (0.32)	$ (0.04)
Diluted net loss attributable to Inspirato Incorporated per common unit and class A share	$ (0.06)	$ (0.01)	$ (0.32)	$ (0.04)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

Loss per share - Anti-dilutive securities (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Anti-dilutive securities
Anti-dilutive securities	21,768	18,323	20,748	18,616
Restricted Stock Units
Anti-dilutive securities
Anti-dilutive securities	5,518		2,774
Stock options
Anti-dilutive securities
Anti-dilutive securities	7,625	7,841	7,690	8,134
Warrants \| Preferred Stock
Anti-dilutive securities
Anti-dilutive securities		509	118	509
Warrants \| Common Stock
Anti-dilutive securities
Anti-dilutive securities	8,625		7,852
Profits interests
Anti-dilutive securities
Anti-dilutive securities		9,973	2,314	9,973

Leases - Operating lease expense (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Operating lease expense
Operating lease expense	$ 19,708	$ 37,990
Variable lease expense	$ 534	$ 1,193

Leases - Maturities of operating liabilities excluding short-term leases (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Operating leases
Remainder of 2022	$ 39,086
2023	68,820
2024	45,468
2025	36,741
2026	28,848
Thereafter	59,746
Total minimum lease payments	278,709
Less: interest expense	(35,902)
Present value of lease obligations	242,807
Less: current lease obligations	(65,210)
Long-term portion of lease obligations	$ 177,597

Leases - Future minimum lease payments under non-cancellable leases (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Future minimum annual commitments under these operating leases
2022	$ 69,329
2023	58,744
2024	37,850
2025	28,203
2026	20,345
Thereafter	25,716
Total	$ 240,187

Leases - Additional information about lease obligations and supplemental cash flow information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Weighted-average remaining lease term (in years):
Operating leases	5 years 3 months 7 days
Weighted-average discount rate
Operating leases	5.15%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 19,633
Leased assets obtained in exchange for new operating lease liabilities	$ 61,956

Commitments and Contingencies - Reimbursement and Security Agreement, Surety Bond (Details) $ in Millions	1 Months Ended
	Nov. 30, 2018 USD ($) item	Mar. 31, 2017 USD ($) item shares
Previous surety bond agreement
Commitments and contingencies
Number of warrants issued \| shares		11,690
Number of indemnitors \| item		5
Indemnitor requirement per indemnitor		$ 7.5
Reserve requirement		$ 30.0
New surety bond agreement
Commitments and contingencies
Number of indemnitors \| item	2
Indemnitor requirement per indemnitor	$ 3.8
Reserve requirement	$ 20.0

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Warrants
Fair value of warrants outstanding	$ 5,607	$ 5,607		$ 547
Warrant fair value (gains) losses	$ (11,126)	$ 6,544	$ 456
Class A Common Stock
Warrants
Warrant exercise price (in dollars per share)	$ 11.50	$ 11.50
Number of warrants outstanding	8.6	8.6
Fair value of warrants outstanding	$ 5,600	$ 5,600
Warrant fair value (gains) losses	$ (11,000)	$ 6,500

Equity of Inspirato, LLC (Details) - Class A Common Stock	Jun. 30, 2022	Feb. 11, 2022
Members' equity and temporary equity
Exchange ratio of outstanding units to stock	37.2275
Reverse Capitalization
Members' equity and temporary equity
Exchange ratio of outstanding units to stock		37.2275

Equity Based Compensation - Unit Option Plan (Details) shares in Thousands, UYI in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022 UYI shares	Jun. 30, 2021 shares	Jun. 30, 2022 UYI shares	Jun. 30, 2021 $ / shares shares
Maximum
Equity Based Compensation
Term			P10Y
Stock options
Assumptions
Approximate risk-free rate				0.49%
Average expected life				6 years
Volatility				47.60%
Estimated per share fair value of options granted \| $ / shares				$ 12.89
Other disclosures
Expense remaining to be recognized \| UYI	UYI 0.9		UYI 0.9
Period expense remaining to be recognized			7 years
Options outstanding	7,600	8,000	7,600	8,000
Option exercised	36	0	66	0

Equity Based Compensation - Profits Interests (Details) - Profits interests - UYI UYI in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests issued and outstanding			9,300,000		9,300,000
Profits interest expense remained to be recognized	UYI 0.9		UYI 0.9		UYI 0.9
Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests issued (in shares)	0	0	0	0

Equity Based Compensation - 2021 Plan (Details) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term	P10Y
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense remaining to be recognized	$ 32
Period expense remaining to be recognized	3 years 6 months
Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

Noncontrolling Interest (Details) - shares shares in Thousands	Jun. 30, 2022	Dec. 31, 2021
Noncontrolling Interest
Common units outstanding	0	1,149
Class V Common Stock
Noncontrolling Interest
Common stock shares outstanding	69,781
Class A Common Stock
Noncontrolling Interest
Common stock shares outstanding	0
Exchange ratio of outstanding units to stock	37.2275
Inspirato Incorporated
Noncontrolling Interest
Ownership (as a percent)	41.00%
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	46,832
Ownership (as a percent)	41.00%
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	70,000
Ownership (as a percent)	58.80%
Non controlling interest percentage	59.00%
Legacy Inspirato Holders \| Class V Common Stock
Noncontrolling Interest
Common stock shares outstanding	70,000
Legacy Inspirato Holders \| Class A Common Stock
Noncontrolling Interest
Exchange ratio of outstanding units to stock	1

Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares shares in Thousands	5 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Noncontrolling Interest
Common units outstanding	0	1,149
Inspirato Incorporated
Noncontrolling Interest
End of period	41.00%
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	46,832
Recapitalization	46,832
Recapitalization	41.20%
End of period	41.00%
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	70,000
End of period	58.80%
Inspirato LLC
Noncontrolling Interest
Common units outstanding	114,344	2,883
Recapitalization	113,777
Vesting of Profits Interests	567
Recapitalization	100.00%
Vesting of Profits Interests	100.00%
End of period	100.00%
Continuing Inspirato Members \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	67,512
Recapitalization	66,945
Vesting of Profits Interests	567
Recapitalization	58.80%
Vesting of Profits Interests	100.00%
End of period	59.00%

Employee Benefit Plan (Details) $ in Millions	6 Months Ended
Employee Benefit Plan (Details) $ in Millions	Jun. 30, 2022 UYI	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Employee Benefit Plan
Employees participating percentage	90.00%	90.00%
Company match percentage	50.00%	50.00%
Percent of employer match of employee's eligible pay	6.00%	6.00%
Vesting percentage	100.00%	100.00%
Maximum amount employer can contribute per employee per year \| UYI	UYI 1,500
Contribution expense \| $		$ 0.9	$ 0.5

Related Party Transactions (Details) - USD ($) shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Related party transactions
Common units	0		1,149
Accounts receivable, net - related parties	$ 708		$ 386
Executive Officer
Related party transactions
Payments to related party	30	$ 0
Exclusive Resorts
Related party transactions
Payments to related party	$ 1,500	$ 1,300

- Definition

The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details