0001104659-23-035741 | POS AM | XBRL Viewer

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Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Impairment of long-lived assets	$ 0.0	$ 0.0	$ 0.0
Minimum
Useful life	3 years
Maximum
Useful life	5 years
Internal-use software
Useful life	3 years

Reverse Recapitalization	12 Months Ended
Dec. 31, 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 year ended December 31, 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 consolidated statement of operations and comprehensive loss. 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. During the year ended December 31, 2022, the Company issued 8,421,190 shares of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock.

Reverse Recapitalization

12 Months Ended

Dec. 31, 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 year ended December 31, 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 consolidated statement of operations and comprehensive loss. 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.

During the year ended December 31, 2022, the Company issued 8,421,190 shares of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock.

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

Equity Based Compensation - Profits Interests (Details) - Profits interests - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests outstanding (in shares)	9,300,000	9,300,000
Profits interest expense remained to be recognized	$ 0.6
Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests issued (in shares)	0
Period expense remaining to be recognized	2 years 1 month 6 days

Employee Benefit Plan (Details) $ in Millions	12 Months Ended
Employee Benefit Plan (Details) $ in Millions	Dec. 31, 2022 USD ($)	Dec. 31, 2022 UYI	Dec. 31, 2021 USD ($)
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 \| $	$ 1.3		$ 0.9

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2022
Document and Entity Information [Abstract]
Document Type	POS AM
Entity Registrant Name	INSPIRATO INCORPORATED
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001820566
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

(6) Property and Equipment

Property and equipment are as follows:


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

		(in thousands)
Residence leasehold improvements	3	$	8,322	$	15,302
Internal-use software	3		7,947		13,559
Corporate office leasehold improvements	3		5,156		5,156
Computer equipment	3		1,265		1,436
Furniture, fixtures, and equipment	5		1,354		1,208
Residence vehicles	5		315		806
Total cost			24,359		37,467
Accumulated depreciation and amortization			15,664		19,169
Property and equipment, net		$	8,695	$	18,298

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues
Revenue	$ 345,530	$ 234,747	$ 165,590
Travel
Revenues
Revenue	198,925	134,373	73,660
Subscription
Revenues
Revenue	145,651	100,024	91,548
Other
Revenues
Revenue	$ 954	$ 350	$ 382

- 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

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

(8) Debt

Loan Facility

In October 2020, the Company obtained a revolving line of credit (the “Revolver”) which 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 8.50% as of December 31, 2021 and December 31, 2022, respectively. Interest expense related to the revolving line of credit for the years ended December 31, 2020, 2021 and 2022 totaled $0.6 million, $0.6 million and $0.3 million.

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 the covenants on the Revolver at December 31, 2022 and has not been in compliance since May 2022. The Company repaid the Revolver in full in July 2022 and has not subsequently drawn on the Revolver. In March 2023 the Company terminated the Revolver.

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

Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

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


	New Common Units
	Inspirato Incorporated	Continuing Inspirato Members	Continuing Inspirato Members subject to vesting	Total

	(in thousands)
Recapitalization	46,832	66,945	2,836	116,613
Conversion of Class V to Class A	8,421	(8,421)	—	—
Vesting of profits interests	—	1,129	(1,129)	—
End of period	55,253	59,653	1,707	116,613

Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related party transactions
Accounts receivable, net - related parties	$ 663	$ 386
Executive Officer
Related party transactions
Payments to related party	40
Exclusive Resorts
Related party transactions
Payments to related party	$ 2,600	$ 3,400

- 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).

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+ Details

Nature of Business

12 Months Ended

Dec. 31, 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 Venture Acquisitions 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, 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 consolidated 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.

As of December 31, 2022, the Company’s only subsidiary is Inspirato LLC and Inspirato LLC had 28 subsidiaries, of which 16 are wholly owned domestic limited liability companies and one was a branch. The remaining 12 and the branch, which are owned through direct domestic subsidiaries, are as follows: (i) a wholly owned Mexican company with a foreign designation equivalent to a limited liability company (S.R.L.); (ii) a wholly owned Turks and Caicos Islands limited company; (iii) a wholly owned Cayman Islands 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; (x) a wholly owned Grenadian limited liability company; (xi) a wholly owned British Virgin Islands designated company; (xii) a wholly owned Anguillan non-public company; and (xiii) a second wholly owned Mexican company with a foreign designation equivalent to a limited liability company (S.R.L). 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 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 during years ended December 31, 2020 and 2021. Revenues declined as a result of reduced travel and management undertook cost reduction methods in response. No impairments were recorded during the periods presented directly related to the COVID-19 pandemic. While COVID-19 continues to impact the world, through December 31, 2022 as restrictions were lifted across travel destinations, revenues recovered to pre-pandemic levels. 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 occur in the future.

Warrants

12 Months Ended

Dec. 31, 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 (the “Warrant Agreement”). As of December 31, 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 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 December 31, 2021 and 2022, the Public Warrants had a fair value of $0.5 million and $0.8 million. For the years ended December 31, 2020, 2021 and 2022, a gain of $0.2 million, a loss of $0.5 million and a loss of $1.7 million, respectively, was recorded in warrant fair value gains and losses in the consolidated statements of comprehensive loss.

As of March 13, 2023, the Company and Saks.com LLC (“Saks”) entered into a Commercial Referral and Marketing Agreement (the “Commercial Agreement”) and a warrant agreement to acquire up to 18 million shares of the Company’s Class A Common Stock (the “Saks Warrant”). The Saks Warrant shall vest and become exercisable by Saks based on certain subscription purchase referrals made by Saks to the Company. The exercise price with respect to the Saks Warrant is $2.00 per share. Subject to certain conditions, including vesting conditions, the Saks Warrant may be exercised, in whole or in part and for cash or on a net exercise basis, at any time before the later of the termination of the Commercial Agreement or 90 days after the final vesting of shares of the Saks Warrant.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 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	0	222,000
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	62,716,000
Common stock shares outstanding	62,716,000
Class V Common Stock
Common stock, par value	$ 0.0001
Common stock shares authorized	500,000,000
Common stock shares issued	61,360,000
Common stock shares outstanding	61,359,475

Prepaid Expenses and Prepaid Subscriber Travel (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses and Prepaid Subscriber Travel [Abstract]
Prepaid Subscriber Travel	$ 19,915	$ 17,183
Prepaid expenses
Property operations	4,299	5,136
Software	3,601	2,979
Rent		1,094
Operating supplies	1,441	1,372
Insurance	1,581	520
Total	$ 10,922	$ 11,101

Equity Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

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


	Year Ended December 31,
	2020			2021
Approximate risk-free rate		0.33	%		0.49	%
Average expected life		6 years			6 years
Volatility		65.2	%		47.6	%
Estimated per share fair value of options granted	$	16.67		$	12.89

Stock options

Schedule of share based compensations activity


	Number of shares	Weighted average exercise per share		Weighted-average remaining contractual term (in years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2020	8,548	$	0.78	7.12	$	598
Granted	30		0.78
Exercised	(47)		0.78
Forfeited	(703)		0.78
Outstanding at December 31, 2021	7,828	$	0.78	6.05	$	72,956
Exercised/Released	(1,844)		0.78
Cancelled/Forfeited	(422)		0.78
Expired	(112)		0.78
Outstanding at December 31, 2022	5,450	$	0.78	5.72	$	2,235

Restricted Stock Units

Schedule of share based compensations activity


	Number of shares	Weighted average exercise per share		Weighted-average remaining contractual term (in years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2021	—		—	—	$	—
Granted	5,770		6.06
Exercised/Released	(100)		3.09
Cancelled/Forfeited	(166)		3.52
Outstanding at December 31, 2022	5,504	$	6.23	3.0	$	6,549

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Significant Accounting Policies

Basis of Presentation

(a) Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation.

For the years ended December 31, 2020 and 2021, these consolidated financial statements present the consolidated results of operations, comprehensive income (loss), cash flows and changes in equity of Inspirato LLC. The 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 consolidated financial statements presented herein for periods subsequent to the Closing Date are for Inspirato Incorporated and its subsidiaries, including Inspirato LLC. Inspirato LLC was the accounting acquirer of Thayer and the consolidated 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.

Principles of Consolidation

(b) Principles of Consolidation

For the period of February 11, 2022 through December 31, 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.

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. For periods after the Business Combination, all intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated.

Use of Estimates

The preparation of 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 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 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.

Cash and Cash Equivalents

(d) Cash and Cash Equivalents

Cash and cash equivalents include cash and investments in highly liquid investments purchased with an original maturity of three months or less. Cash balances held in banks exceed the federal depository insurance limit. The Company’s cash is only insured up to the federal depository insurance limit. A significant portion of the Company’s cash balances are held at a single banking institution and the Company has not experienced any losses as a result of this concentration.

Amounts in transit from credit card processors are also considered cash equivalents because they are both short term and highly liquid in nature and are typically converted to cash within three days of the sales transaction.

Restricted Cash

(e) Restricted Cash

The Company classifies deposits as required to be maintained by its credit card and ACH processors as restricted cash.

Accounts Receivable

(f) Accounts Receivable

Accounts receivables from customers are recorded at the original invoiced amounts, net of an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on historical experience, aging of receivables, economic trends and other factors that may affect the Company’s ability to collect from customers, and was not significant at December 31, 2021 and 2022.

Property and Equipment

(g) Property and Equipment

Property and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated over their estimated useful lives ranging from three to five years. Direct costs incurred in the development of internal-use software are capitalized once the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is ready for its intended use. Software development costs are amortized over their estimated useful lives of three years. The cost of leasehold improvements is depreciated over the lesser of the length of the related leases or the estimated useful lives of the assets. Costs of maintenance and repairs are charged to expense when incurred.

The carrying amounts of our long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than we had originally estimated. The recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the remaining carrying value is amortized over the new shorter useful life.

There was no impairment of any long-lived assets in the three years ended December 31, 2022.

Leases

(h) Leases

The Company is party to operating lease agreements for its vacation homes, hotels and corporate offices. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 noncurrent liabilities on the Company’s consolidated balance sheet as of December 31, 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 right-of-use 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 consolidated financial statements. The most significant impacts related to the (i) recording ROU assets of $202 million and (ii) recording lease liabilities of $209 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 had no impact on our debt covenants. During the year ended December 31, 2022, the Company recognized $0.9 million of impairment expense related to properties with carrying values in excess of their recoverable values. The expense was recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss.

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

	(in thousands)
Assets
Prepaid expenses	$	11,101	$	(1,094)	$	10,007
Operating lease ROU assets		—		201,728		201,728
Liabilities
Current lease liabilities	$	—	$	63,415	$	63,415
Other current liabilities		457		(457)		—
Noncurrent lease liabilities		—		145,144		145,144
Other noncurrent liabilities		7,468		(7,468)		—

Equity-Based Compensation

(i) Equity-Based Compensation

The Company accounts for equity-based compensation for all transactions in which an entity exchanges its equity instruments for goods or services, which generally require the Company to measure the cost of employee services received in exchange for an award of equity instruments in earnings based on the fair value and vesting provisions of the award on the date of grant. Historical data by participant groupings is used to estimate option forfeitures and record unit-based compensation expense only for those option awards that are expected to vest. The Company accounts for Restricted Stock Option forfeitures as they occur. Compensation cost is recognized on a straight-line basis over the requisite service period.

Goodwill

(j) Goodwill

Goodwill arose from the acquisition of certain assets of Portico Club, LLC (“Portico”) on December 16, 2013.

Goodwill was recorded based on management’s best estimates of the fair values of assets acquired and liabilities assumed at the date of acquisition. Goodwill is not amortized, but rather is assessed annually for impairment in the fourth quarter and when events and circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The Company has determined that the Company has one reporting unit. The test for impairment requires that the Company first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, the Company then performs a quantitative impairment test. Otherwise, the quantitative impairment test is not required. The Company performs our annual impairment review of goodwill at December 1 and when a

triggering event occurs between annual impairment tests. Under the quantitative impairment test, the Company would compare the estimated fair value of each reporting unit to its carrying value. The Company determined based on the qualitative assessments that it is not more likely than not that the fair value of the Company’s reporting unit is less than its carrying value, therefore no quantitative impairment tests were performed at December 31, 2021 or 2022 and no goodwill impairment charges were recognized in the years ended December 31, 2020, 2021 and 2022.

Revenue

(k) Revenue

The Company’s revenue is reported net of discounts and incentives as a reduction of the transaction price. Some of the Company’s contracts with customers contain multiple performance obligations. For customer contracts that include multiple performance obligations, the Company accounts for individual performance obligations if they are distinct. The transaction price is then allocated to each performance obligation based on its standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers.

Subscription Revenue

The Company’s contracts with customers grants access to book the Company’s residences and other privileges that vary based on the type of subscription. The Company’s predominant subscription offerings include Inspirato Club and Inspirato Pass subscriptions. Inspirato Club subscriptions grant access to its portfolio. In addition to Inspirato Club subscription benefits, Inspirato Pass subscriptions include the ability to book certain stays without paying additional nightly rates, taxes or fees. Subscriptions generally include an enrollment fee and monthly or annual fees, for which customers can prepay up to several years at once. The Company has an unconditional right to these fees in its contracts with customers for a subscription as the Company provides the right to book to its customers. Thus, the Company recognizes revenue from monthly or annual fees over their related time period. Certain legacy Inspirato Club subscriptions included substantive upfront enrollment fees. These enrollment fees may have entitled the subscriber to reduced dues, travel or other perks. The value of those services, estimated based on their stand-alone selling price, were deferred and recognized when those services are provided. The remaining revenue is recognized on a straight-line basis over the expected average life of these subscription types. The option to renew is considered a material right of the customer and is treated herein as an additional performance obligation.

The calculation of the expected average life of legacy Inspirato Club subscriptions with substantive upfront enrollment fees is a critical estimate in the recognition of revenue associated with enrollment fees. The calculation includes certain management judgments and projections regarding the estimated period that customers are expected to remain subscribers and continue to benefit from these subscriptions along with annual renewal rates for these subscriptions. Management relies on multiple metrics to determine the average customer life. These include historical average renewal and attrition rates, expected future renewal rates, and other qualitative measures obtained through market research. The Company reviews its estimates and assumptions with regard to the average customer life based on the Company’s projections and historical experience on an annual basis. For the years ended December 31, 2020, 2021 and 2022, the expected average life of legacy Inspirato Club subscriptions with substantive upfront enrollment fees was five years.

Contracts are cancellable at the end of the monthly or annual contract term. The Company has determined that enrollment fees for subscriptions do not provide a material right to a customer and thus, these enrollment fees are recognized upon receipt.

In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, such as invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and not to receive financing from our customers. Any potential financing fees are considered insignificant in the context of our contracts.

Travel Revenue

Travel related fees for trips are recognized when performance obligations are met over the period of the stay.

The Company offers certain discounts for paying in advance or as promotions. These promotions are recognized when performance obligations are met or upon their expiration.

Deferred Revenue

The Company records any unrecognized portion of enrollment fees and travel to be delivered as deferred revenue until applicable performance obligations are met.

Advertising Costs

(l) Advertising Costs

The Company incurs advertising expense including television and radio advertising and online advertising expense to promote our brand. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., television airtime) as incurred each time the advertisement is shown. Advertising expenses are included within sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss and totaled $2.1 million, $8.5 million, and $8.0 million for the years ended December 31, 2020, 2021, and 2022, respectively.

Earnings (Loss) Per Share

(m) 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.

Segment Information

(n) Segment Information

The Company provides hospitality services in the U.S. and in foreign countries with customers in North America and assets around the world. The Company is managed by a U.S. based management team and measures and evaluates financial and operational performance as a single enterprise. Services are sold from the U.S. and not differentiated based upon purchase location. Information is reported to the chief operating decision maker and the executive team on an aggregated world-wide basis, and strategic and financial decisions are determined centrally. Management has concluded that the Company operates as single segment.

Fair Value Measures

(o) Fair Value Measures

Fair value is the price that the Company estimates would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize inputs to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.

The carrying values on the consolidated balance sheet of the Company’s cash and cash equivalents, restricted cash, accounts receivable, prepaids, other current assets, accounts payable, accrued liabilities, deferred rent, deferred revenue, other liabilities, and debt approximate fair values due to their short- term maturities. The Company uses certain fair valuation techniques in performing its annual goodwill impairment test described below and in determining the value of warrants. These techniques generally use Level 3 inputs.

Distinguishment of Liabilities from Equity

(p) Distinguishment of Liabilities from Equity

The Company has applied ASC 480, Distinguishing Liabilities from Equity, to classify as liability or equity certain redeemable and/or convertible instruments, including the Company’s preferred units. The Company determines the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.

If the Company determines that a financial instrument should not be classified as a liability, it then determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet as temporary equity. The Company determines financial instruments as temporary equity if the redemption of the preferred units or other financial instrument is outside the control of the Company. Otherwise, the Company accounts for the financial instrument as permanent equity.

Initial Measurement

The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received.

Temporary Equity

At each balance sheet date, the Company evaluates the classification of its redeemable instruments. If an instrument is: (i) redeemable, or (ii) redemption is probable, or (iii) will become redeemable, or (iv) its redemption is outside the control of the Company, the Company records the instruments at its redemption value. If the instrument is not redeemable and it is probable that it will become redeemable, it is recorded at its fair value. The resulting increases or decreases in the carrying value of redeemable instruments are recognized as adjustments to additional paid in capital.

Noncontrolling Interests

(q) 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, any dividends or distributions paid to the noncontrolling interests and any changes to Inspirato Incorporated’s ownership of Inspirato LLC.

As of December 31, 2022, Inspirato Incorporated directly owned 47% of the interest in Inspirato LLC and the noncontrolling interest was 53%. 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.

Income Taxes

(r) 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 see Note 7 — Income Taxes.

Warrant Liabilities

(s) 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 are recognized as derivative liabilities. Accordingly, the Company recognizes the Warrants as liabilities at fair value 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 December 31, 2022 is based on observable listed prices for such Warrants. As the transfer of Private Warrants to anyone who is 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 was 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.

Recently Issued Accounting Pronouncements

(t) Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU includes changes to the accounting and measurement of financial assets, including the Company’s accounts receivable and held-to-maturity debt securities, by requiring the Company to recognize an allowance for all expected losses over the life of the financial asset at origination. This is different from the current practice where an allowance is not recognized until the losses are considered probable. The ASU also changes the way credit losses are recognized for available-for-sale debt securities. Credit losses are recognized through the recording of an allowance rather than as a write-down of the carrying value. The guidance is effective for the Company beginning January 1, 2023. Upon adoption, the ASU will be applied using a modified retrospective transition method to the beginning of the earliest period presented. A prospective transition approach is required for debt securities for which another-than-temporary impairment had been recognized before the effective date. We do not anticipate this standard to have a material impact on the Company’s consolidated financial statements.

Equity Based Compensation - Unit Option Plan (Details) - Stock options - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity Based Compensation
Award term	10 years
Assumptions
Approximate risk-free rate		0.49%	0.33%
Average expected life		6 years	6 years
Volatility		47.60%	65.20%
Estimated per share fair value of options granted		$ 12.89	$ 16.67
Other disclosures
Expense remaining to be recognized	$ 0.6
Period expense remaining to be recognized	7 years
Options outstanding	5,450	7,828	8,548
Option exercised	1,844	47
Minimum
Equity Based Compensation
Vesting period	3 years
Maximum
Equity Based Compensation
Vesting period	5 years

Leases - Maturities of operating liabilities excluding short-term leases (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating leases
2023	$ 87,822
2024	62,361
2025	49,777
2026	41,455
2027	27,901
Thereafter	64,274
Total minimum lease payments	333,590
Less: interest expense	(51,132)
Present value of lease obligations	282,458
Less: current lease obligations	(74,299)
Long-term portion of lease obligations	$ 208,159

Leases - Operating lease expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating lease expense
Operating lease expense	$ 82,901	$ 62,772	$ 53,507
Variable lease expense	$ 1,555	$ 3,797	$ 2,062
Minimum
Lessee, Lease, Description [Line Items]
Active leases, initial term	3 years
Maximum
Lessee, Lease, Description [Line Items]
Active leases, initial term	20 years

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Member Units Previously Reported	Member Units Effect of reverse capitalization	Member Units	Preferred Stock Series C Previously Reported	Preferred Stock Series C Effect of reverse capitalization	Preferred Stock Series C	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Additional Paid-in Capital Effect of reverse capitalization	Additional Paid-in Capital	Accumulated Deficit Previously Reported	Accumulated Deficit	Noncontrolling Interests	Previously Reported	Total
Balance at beginning of period at Dec. 31, 2019				$ 21,477	$ (21,477)				$ 21,477	$ 21,477	$ (186,932)	$ (186,932)		$ (165,455)	$ (165,455)
Balance at beginning of period (in shares) at Dec. 31, 2019	1,166,000	104,377,000	105,543,000	491,000	(491,000)
Increase (decrease) in members equity
Consolidated net loss												(540)			(540)
Equity based compensation										2,790					2,790
Balance at end of period at Dec. 31, 2020										24,267		(187,472)			(163,205)
Balance at end of period (in shares) at Dec. 31, 2020			105,543,000
Increase (decrease) in members equity
Consolidated net loss												(22,218)			(22,218)
Equity based compensation										3,258					3,258
Redeemed united										(7,258)					(7,258)
Redeemed united (in shares)			(712,000)
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs										(148)					(148)
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs (in shares)			27,000
Distributions										(120)					(120)
Balance at end of period at Dec. 31, 2021						$ 21,477				0		(211,168)			(189,691)
Balance at end of period (in shares) at Dec. 31, 2021			104,858,000
Increase (decrease) in members equity
Consolidated net loss												(24,057)	$ (27,024)		(51,081)
Equity based compensation										8,802					8,802
Issuance of common stock										5,000					5,000
Issuance of common stock (in shares)							490,000
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes										1,225					1,225
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares)							1,894,000
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)			(104,858,000)				46,832,000	69,781,000
Issuance of common stock upon exercise of warrants							$ 1			9,330					$ 9,331
Issuance of common stock upon exercise of warrants (in shares)							5,079,000
Issuance of Class A shares upon conversion of Class V shares							$ 1	$ (1)		(4,957)			4,957
Issuance of Class A shares upon conversion of Class V shares (in shares)							8,421,000	(8,421,000)							8,421,190
Distributions												(184)			$ (184)
Balance at end of period at Dec. 31, 2022							$ 6	$ 6		$ 245,652		$ (233,931)	$ (86,723)		$ (74,990)
Balance at end of period (in shares) at Dec. 31, 2022							62,716,000	61,360,000

Income Taxes - Deferred tax assets and liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Deferred tax assets:
Net operating loss carryforwards	$ 24,501
Investment in Inspirato LLC	7,514
Start-up Costs	1,161
Total Deferred tax assets	33,176
Valuation allowance	(33,176)
Uncertain tax positions	0
Interest and penalties assessed	0
U.S. federal
Deferred tax assets:
Net operating loss carryovers	101,000
Net operating loss carryforwards subject to expiration	65,000
State
Deferred tax assets:
Net operating loss carryovers	$ 71,000

Significant Accounting Policies - Noncontrolling Interests (Details) - shares	Dec. 31, 2022	Mar. 14, 2022
Private Placement Warrants
Warrants exercised		7,200,000
Common stock shares outstanding		5,100,000
Class V Common Stock
Common stock shares outstanding	61,359,475
Inspirato LLC \| Class V Common Stock
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	53.00%
Inspirato Incorporated
Noncontrolling Interest, Ownership Percentage by Parent	47.00%

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(12) Commitments and Contingencies

Litigation

The Company is involved in various legal proceedings. The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified certain other legal matters where the Company believes an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. The Company does not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. The Company recognizes legal fees related to any ongoing legal proceeding as incurred.

On February 16, 2023, a class action lawsuit was filed in the U.S. District Court in the District of Colorado captioned Keith Koch, Individually and on behalf of all others similarly situated v. Inspirato Incorporated, Brent Handler, and R. Webster Neighbor. The complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, and Section 20(a) of the Exchange Act against the individual defendants. The complaint generally alleges that certain of our prior public statements about our results of operations and financial condition were materially false and misleading because they misrepresented and failed to disclose adverse facts pertaining to the restatement of our unaudited condensed consolidated financial statements as of and for the quarterly periods ending March 31, 2022 and June 30, 2022.

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.

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 has been renewed on a yearly basis from September 2020 onwards.

Geographical Information (Tables)

12 Months Ended

Dec. 31, 2022

Geographical Information

Summary of principal geographic areas related to long lived assets


	December 31,
	2021		2022

	(in thousands)
United States	$	7,507	$	205,469
Rest of world		1,188		84,531
Total	$	8,695	$	290,000

Income Taxes - Reconciliation of the U.S. federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. federal tax (expense) benefit at statutory rate	21.00%	0.00%	0.00%
State tax, net of federal benefit	0.80%	0.00%	0.00%
Foreign rate differential	(1.60%)	0.00%	0.00%
Net impact of noncontrolling interest and non-partnership operations on partnership outside basis	(11.20%)	0.00%	0.00%
Change in valuation allowance	(10.60%)	0.00%	0.00%
Total income tax expense	(1.60%)	0.00%	0.00%

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Consolidated net loss	$ (51,081)	$ (22,218)	$ (540)
Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities
Depreciation and amortization	5,436	4,275	4,632
Loss on disposal of fixed assets	207
Warrant fair value losses	1,696	456	(214)
Equity-based compensation	8,802	3,258	2,790
Gain on forgiveness of debt		(9,518)
Asset impairment	925	0	0
Amortization of right-of-use asset	88,098
Changes in operating assets and liabilities, net of reverse recapitalization:
Accounts receivable, net	(751)	589	7,782
Accounts receivable, net - related parties	(277)	118	216
Prepaid member travel	930	(5,379)	2,355
Prepaid expenses	(4,577)	(4,990)	348
Other assets	(725)	191	7
Accounts payable	(3,518)	17,085	(5,907)
Accrued liabilities	(560)	2,957	(963)
Lease liability	(85,085)
Deferred revenue	(5,209)	42,301	765
Deferred rent		(370)	308
Net cash provided by (used in) operating activities	(45,689)	28,755	11,579
Cash flows from investing activities:
Development of internal-use software	(5,420)	(1,052)	(2,274)
Purchase of property and equipment	(8,850)	(2,964)	(1,618)
Net cash used in investing activities	(14,270)	(4,016)	(3,892)
Cash flows from financing activities:
Repayments of debt	(27,267)	(765)	(21,000)
Proceeds from debt	14,000		37,550
Common unit redemptions		(7,258)
Preferred unit redemptions		(496)
Proceeds from reverse recapitalization (Note 3)	90,070
Payments of reverse recapitalization costs (Note 3)	(23,899)
Proceeds from issuance of Class A common stock	5,000
Payments of employee taxes for unit option exercises	(669)	(148)
Proceeds from unit option exercises	1,894
Distributions	(184)	(120)
Net cash provided by (used in) financing activities	58,945	(8,787)	16,550
Net increase (decrease) in cash, cash equivalents, and restricted cash	(1,014)	15,952	24,237
Cash, cash equivalents, and restricted cash - beginning of year	82,953	67,001	42,764
Cash, cash equivalents, and restricted cash - end of year	81,939	82,953	67,001
Supplemental cash flow information - cash paid for interest	288	$ 609	$ 584
Supplemental cash flow information - cash paid for income taxes	81
Significant noncash transaction:
Conversion of preferred stock in connection with reverse recapitalization	104,761
Warrants acquired at fair value	9,874
Warrants exercised	8,390
Fixed assets purchased but unpaid, included in accounts payable at period end	989
Operating lease right-of-use assets exchanged for lease obligations	355,214
Conversion of deferred rent and prepaid rent to right-of-use assets	6,831
Noncontrolling Interests
Significant noncash transaction:
Conversion of Class V to Class A stock	$ 4,957

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue	$ 345,530	$ 234,747	$ 165,590
Cost of revenue (including depreciation of $1,734, $1,656 and $2,245 in 2020, 2021 and 2022 respectively)	229,287	152,747	100,599
Gross margin	116,243	82,000	64,991
General and administrative (including equity-based compensation of $2,790, $3,258 and $8,802 in 2020, 2021 and 2022, respectively)	68,383	50,477	25,940
Sales and marketing	38,540	27,821	14,764
Operations	41,267	26,814	18,814
Technology and development	13,615	4,914	2,787
Depreciation and amortization	3,191	2,619	2,898
Interest, net	188	635	542
Warrant fair value losses	1,696	456	(214)
Gain on forgiveness of debt		(9,518)
Other income, net	(355)
Loss before income tax expense	(50,282)	(22,218)	(540)
Income tax expense	799
Net loss and comprehensive loss	(51,081)	(22,218)	(540)
Net loss and comprehensive loss attributable to noncontrolling interests (Note 16)	27,024
Net loss and comprehensive loss attributable to Inspirato Incorporated	$ (24,057)	$ (22,218)	$ (540)
Basic weighted average common units and class A shares outstanding	52,310	105,513	105,543
Diluted weighted average common units and class A shares outstanding	52,310	105,513	105,543
Basic net loss attributable to Inspirato Incorporated per common unit and class A share	$ (0.46)	$ (0.21)	$ (0.01)
Diluted net loss attributable to Inspirato Incorporated per common unit and class A share	$ (0.46)	$ (0.21)	$ (0.01)
Class A Common Stock
Basic weighted average common units and class A shares outstanding	52,310	105,513	105,543
Diluted weighted average common units and class A shares outstanding	52,310	105,513	105,543

Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Significant Accounting Policies

Significant Accounting Policies

(2) Significant Accounting Policies

(a) Basis of Presentation

(b) Principles of Consolidation

(d) Cash and Cash Equivalents

(e) Restricted Cash

The Company classifies deposits as required to be maintained by its credit card and ACH processors as restricted cash.

(f) Accounts Receivable

(g) Property and Equipment

There was no impairment of any long-lived assets in the three years ended December 31, 2022.

(h) 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

	(in thousands)
Assets
Prepaid expenses	$	11,101	$	(1,094)	$	10,007
Operating lease ROU assets		—		201,728		201,728
Liabilities
Current lease liabilities	$	—	$	63,415	$	63,415
Other current liabilities		457		(457)		—
Noncurrent lease liabilities		—		145,144		145,144
Other noncurrent liabilities		7,468		(7,468)		—

(i) Equity-Based Compensation

(j) Goodwill

Goodwill arose from the acquisition of certain assets of Portico Club, LLC (“Portico”) on December 16, 2013.

(k) Revenue

Subscription Revenue

Travel Revenue

Travel related fees for trips are recognized when performance obligations are met over the period of the stay.

The Company offers certain discounts for paying in advance or as promotions. These promotions are recognized when performance obligations are met or upon their expiration.

Deferred Revenue

The Company records any unrecognized portion of enrollment fees and travel to be delivered as deferred revenue until applicable performance obligations are met.

(l) Advertising Costs

(m) Earnings (Loss) Per Share

(n) Segment Information

(o) Fair Value Measures

(p) Distinguishment of Liabilities from Equity

Initial Measurement

The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received.

Temporary Equity

(q) Noncontrolling Interests

(r) Income Taxes

(s) Warrant Liabilities

(t) Recently Issued Accounting Pronouncements

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 80,278	$ 80,233
Restricted cash	1,661	2,720
Accounts receivable, net	3,140	2,389
Accounts receivable, net - related parties	663	386
Prepaid subscriber travel	19,915	17,183
Prepaid expenses	10,922	11,101
Other current assets	302	762
Total current assets	116,881	114,774
Property & equipment, net	18,298	8,695
Goodwill	21,233	21,233
Right-of-use assets	271,702
Other noncurrent assets	2,253	1,068
Total assets	430,367	145,770
Current liabilities
Accounts payable	30,611	33,140
Accrued liabilities	5,475	6,035
Deferred revenue, current	167,733	176,813
Deferred rent, current		457
Debt		13,267
Lease liabilities, current	74,299
Total current liabilities	278,118	229,712
Deferred revenue, noncurrent	18,321	14,450
Deferred rent, noncurrent		7,468
Lease liabilities, noncurrent	208,159
Warrants	759	547
Total liabilities	505,357	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 December 31, 2022 (Note 3)		21,477
Additional paid-in capital	245,652
Accumulated deficit	(233,931)	(211,168)
Total equity excluding noncontrolling interest	11,733	(189,691)
Noncontrolling interests (Note 16)	(86,723)
Total equity	(74,990)	(189,691)
Total liabilities, temporary equity, and equity	430,367	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	6
Class V Common Stock
Equity
Common stock	$ 6

Noncontrolling Interest

12 Months Ended

Dec. 31, 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 December 31, 2022, Inspirato Incorporated owned 47% of the outstanding New Common Units. The financial results of Inspirato LLC and its subsidiaries are consolidated with and into Inspirato Incorporated. For the period February 11, 2022 through December 31, 2022, 57.5% of the consolidated net loss of Inspirato LLC has been allocated to the noncontrolling interests of Inspirato LLC. During the year ended December 31, 2022, the Company issued 8,421,190 shares of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock.

The following table summarizes the changes in ownership of Inspirato LLC for the period from February 11, 2022 to December 31, 2022 (see Note 3) excluding unvested profits interests:


	New Common Units
	Inspirato Incorporated	Continuing Inspirato Members	Continuing Inspirato Members subject to vesting	Total

	(in thousands)
Recapitalization	46,832	66,945	2,836	116,613
Conversion of Class V to Class A	8,421	(8,421)	—	—
Vesting of profits interests	—	1,129	(1,129)	—
End of period	55,253	59,653	1,707	116,613

Equity (Details)	Dec. 31, 2022 $ / shares shares	Feb. 11, 2022
Class A Common Stock
Members' equity and temporary equity
Exchange ratio of outstanding units to stock	1
Common stock shares authorized	1,000,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock shares outstanding	62,716,000
Class V Common Stock
Members' equity and temporary equity
Common stock shares authorized	500,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock shares outstanding	61,359,475
Reverse Capitalization \| Class A Common Stock
Members' equity and temporary equity
Exchange ratio of outstanding units to stock		37.2275

Employee Benefit Plan

12 Months Ended

Dec. 31, 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 years ended December 31, 2021 and 2022. The Plan provides for the Company to make a discretionary matching contribution. Total contributions to the Plan totaled $0.9 million and $1.3 million for the years ended December 31, 2021 and 2022, respectively.

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 13, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Warrants
Fair value of warrants outstanding		$ 759	$ 547
Warrant fair value losses		$ 1,696	456	$ (214)
Class A Common Stock
Warrants
Warrant exercise price (in dollars per share)		$ 11.50
Number of warrants outstanding		8,600,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1
Fair value of warrants outstanding		$ 800	500
Warrant fair value losses		$ 1,700	$ 500	$ (200)
Saks Warrant
Warrants
Number of shares of Common Stock acquired with warrants	18,000,000
Warrant exercise price (in dollars per share)	$ 2.00
Termination period of the commercial agreement	90 days

Loss per share

12 Months Ended

Dec. 31, 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. As such, basic and diluted loss per share is computed using the two-class method. EPS for the years ended December 31, 2020 and December 31, 2021 was adjusted as a result of the Business Combination, 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.


	Year Ended December 31,
	2020		2021		2022

	(in thousands except per share amounts)
Numerator
Net loss attributable to Inspirato Incorporated	$	(540)	$	(22,218)	$	(24,057)
Denominator
Basic and diluted weighted average common units and Class A shares outstanding		105,543		105,513		52,310
Basic and diluted net loss attributable to Inspirato Incorporated per common unit and Class A share	$	(0.01)	$	(0.21)	$	(0.46)

The following securities were anti-dilutive for the years ended December 31, 2020, 2021 and 2022:


	Year Ended December 31,
	2020		2021		2022

	(in thousands)
Restricted stock units		—		—		3,876
Stock options		10,727		7,999		6,883
Preferred warrants		509		509		59
Common stock warrants		—		—		8,242
Profit interests		6,287		9,280		1,068
Anti-dilutive securities		17,523		17,788		20,128

The Company’s Class V Common Stock is neither dilutive nor anti-dilutive for the periods 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.

Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Sales and marketing
Advertising expenses	$ 8.0	$ 8.5	$ 2.1

Income Taxes - Narrative (Details)	12 Months Ended
Income Taxes - Narrative (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 11, 2022
Effective tax rate	(1.60%)	0.00%	0.00%
Percentage of expects to benefit	85.00%
Percentage of expects to benefit remaining	15.00%
Reverse Capitalization \| Inspirato LLC
Ownership (as a percent)				41.20%

Income Taxes - Major components (Details) $ in Thousands	12 Months Ended
Income Taxes - Major components (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Foreign	$ 799
Total current	799
Total income tax expense	$ 799

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Equity

12 Months Ended

Dec. 31, 2022

Equity and Temporary Equity Disclosure [Abstract]

Equity

(14) Equity

Subsequent to the Business Combination, as described in Note 3 — Reverse Recapitalization, the Company had two classes of common stock: Class A Common Stock and Class V Common Stock. Holders of the Class A Common Stock and Class V Common Stock will vote together as a single class on all matters submitted to stockholders for their vote or approval, except as required by applicable law. Each share of Class A and Class V Common Stock will be entitled to one vote on such matters.

Class A Common Stock

The Company is authorized to issue 1,000,000,000 shares of Class A Common Stock, par value $0.0001 per share. As of December 31, 2022, there were 62,716,630 shares of Class A Common Stock outstanding. The holders of the Company’s Class A Common Stock are entitled to receive dividends when, as and if declared by the Company’s Board out of legally available funds.

Class V Common Stock

The Company is authorized to issue 500,000,000 shares of Class V Common Stock, par value $0.0001 per share. Shares were issued to Continuing Inspirato Members that continued to hold their investment in units of Inspirato LLC in connection with the Business Combination. The holders of the Class V Common Stock hold an equal number of New Common Units in Inspirato LLC. From time to time, the Class V Common Stock and New Common Units held by the Continuing Inspirato Members may be exchanged for one share Class A Common Stock of the Company or cash (based on the market price for a share of our Class A Common Stock) as determined by Inspirato Incorporated. As of December 31, 2022, there were 61,359,475 shares of Class V Common Stock outstanding.

Shares of Class A and Class V Common Stock are not subject to any conversion right.

Inspirato LLC Equity

For periods prior to the Business Combination, Inspirato LLC had equity-based compensation described in Note 15, 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 - NSO activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of shares
Balance at the beginning	7,828	8,548
Granted		30
Exercised	(1,844)	(47)
Cancelled/Forfeited	(422)	(703)
Expired	(112)
Balance at the end	5,450	7,828	8,548
Weighted average exercise per share
Balance at the beginning (in dollars per share)	$ 0.78	$ 0.78
Granted (in dollars per share)		0.78
Exercised/Released (in dollars per share)		0.78
Cancelled/Forfeited (in dollars per share)		0.78
Expired (in dollars per share)		0.78
Balance at the end (in dollars per share)		$ 0.78	$ 0.78
Other disclosures
Weighted-average remaining contractual term (in years)	5 years 8 months 19 days	6 years 18 days	7 years 1 month 13 days
Balance at the beginning (in dollars)	$ 2,235	$ 72,956	$ 598
Balance at the end (in dollars)	$ 2,235	$ 72,956	$ 598

Nature of Business (Details) $ in Thousands	12 Months Ended
Nature of Business (Details) $ in Thousands	Dec. 31, 2022 USD ($) subsidiary	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Nature of Business
Number of subsidiaries \| subsidiary	28
Number of wholly owned domestic limited liability companies	16
Number of wholly owned non-domestic companies	12
Impairment recorded \| $	$ 925	$ 0	$ 0

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment
Total cost	$ 37,467	$ 24,359
Accumulated depreciation and amortization	19,169	15,664
Property & equipment, net	$ 18,298	8,695
Residence leasehold improvements
Property, Plant and Equipment
Useful life	3 years
Total cost	$ 15,302	8,322
Internal-use software
Property, Plant and Equipment
Useful life	3 years
Total cost	$ 13,559	7,947
Corporate office leasehold improvements
Property, Plant and Equipment
Useful life	3 years
Total cost	$ 5,156	5,156
Computer equipment
Property, Plant and Equipment
Useful life	3 years
Total cost	$ 1,436	1,265
Furniture, fixtures and equipment
Property, Plant and Equipment
Useful life	5 years
Total cost	$ 1,208	1,354
Residence vehicles
Property, Plant and Equipment
Useful life	5 years
Total cost	$ 806	$ 315

Fair Value Measurements

12 Months Ended

Dec. 31, 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 Public Warrants as discussed above. The carrying values on the 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, and other liabilities approximate fair values due to their short-term maturities. The carrying amount of the Company’s short-term and long-term borrowings, which are considered Level 2 liabilities, approximates fair value based on current rates and terms available to the Company for similar debt. The Company utilizes Level 3 inputs in performing its annual goodwill impairment test for the years ended December 31, 2021 and 2022. The Company also utilized Level 3 inputs in determining the value of Private Warrants issued by Inspirato LLC for the year ended December 31, 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

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

(7) Income Taxes

Prior to the Business Combination, Inspirato LLC, was treated as a pass-through entity for U.S. federal income tax purposes, and as such, was generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to its taxable income was passed through to its unit holders. Therefore, no provision or liability for federal income tax has been included in our consolidated financial statements prior to the Closing Date.

The components of income (loss) before income tax are as follows:


	For the year ended December 31,
	2020		2021		2022

	(in thousands)
Domestic	$	(2,936)	$	(24,299)	$	(53,885)
Foreign		2,396		2,081		3,603
Loss before income tax expense	$	(540)	$	(22,218)	$	(50,282)

Major components of income tax provision (benefit) are as follows:


	For the year ended December 31,
	2020		2021		2022

	(in thousands)
Current:
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		799
Total current	$	—	$	—	$	799
Deferred:
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		—
Total deferred		—		—		—
Total income tax expense	$	—	$	—	$	799

The Company’s income tax provision differs from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax loss as a result of the following:


	For the year ended December 31,
	2020		2021		2022

	(in thousands)
U.S. federal tax (expense) benefit at statutory rate		0.0%		0.0%		21.0%
State tax, net of federal benefit		0.0%		0.0%		0.8%
Foreign rate differential		0.0%		0.0%		(1.6)%
Net impact of noncontrolling interest and non-partnership operations on partnership outside basis		0.0%		0.0%		(11.2)%
Change in valuation allowance		0.0%		0.0%		(10.6)%
Total income tax expense		0.0%		0.0%		(1.6)%

The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are set forth below:


	For the year ended December 31,
	2021		2022

	(in thousands)
Deferred tax assets:
Net operating loss carryforwards	$	—	$	24,501
Investment in Inspirato LLC		—		7,514
Start-up Costs		—		1,161
Total Deferred tax assets	$	—	$	33,176
Deferred tax liabilities:
Investment in Inspirato LLC	$	—	$	—
Total deferred tax liabilities	$	—	$	—
Valuation allowance		—		(33,176)
Net deferred tax assets	$	—	$	—

As of December 31, 2022, the Company had approximately $101 million of U.S. federal net operating loss (“NOL”) carryovers available to offset future taxable income. Of the $101 million of U.S. federal NOL, $65 million is subject to expiration beginning in 2031. As of December 31, 2022, the Company had approximately $71 million of state NOL carryovers available to offset future taxable income. State NOLs begin to expire at various dates beginning in 2031.

The Company has assessed its ability to realize its deferred tax assets and has recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of its deferred tax assets, the Company placed a significant amount of weight on its history of generating U.S. tax losses, including in the current year. The increase in the valuation allowance each period was primarily related to U.S. federal and state tax losses incurred during the period.

The future utilization of federal net operating loss carryforwards generated after 2017 is limited to 80% of taxable income. An additional limitation applies to the use of federal net operating loss and credit carryforwards, under Section 382 of the Internal Revenue Code of 1986, as amended, that is applicable if the Company experiences an “ownership change.” The Company has experienced various “owner shifts” in prior years. The resulting Section 382 limitations are not expected to materially impact the Company’s ability to utilize carryforwards. Future changes in the ownership of the Company could further limit the Company’s ability to utilize its NOLs and credits.

Tax Receivable Agreement

Inspirato Incorporated has obtained an increase in its share of the tax basis in the net assets of Inspirato LLC when New Common Units are exchanged by the Continuing Inspirato Members and other qualifying transactions. As described in Note 3 — Reverse Recapitalization, each change in outstanding shares of Class A Common Stock results in a corresponding increase or decrease in Inspirato Incorporated’s ownership of New Common Units. The Company intends to treat any exchanges of New Common Units as direct purchases of LLC interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that Inspirato Incorporated would otherwise pay in the future to various taxing authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

In connection with the Business Combination, the Company entered into a Tax Receivable Agreement (the “TRA”). Under the TRA, the Company generally will be required to pay to the Continuing Inspirato Members 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company realizes directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of their interests in Inspirato for shares of Inspirato Incorporated’s Class A common stock or cash, including any basis adjustment relating to the assets of Inspirato and (ii) tax benefits attributable to payments made under the TRA (including imputed interest). The Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid.

Uncertain tax positions

Based on the Company’s analysis of tax positions taken on income tax returns filed, no uncertain tax positions existed as of December 31, 2022. Inspirato Incorporated was formed in July 2020 and did not engage in significant operations prior to the Business Combination and associated organizational transactions. Inspirato LLC is treated as a partnership for U.S. federal and state income tax purposes and has filed income tax returns for years through 2021.

The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and as a component of general and administrative expense, respectively. There were no amounts accrued for interest or penalties for the years ending December 31, 2021 and 2022. Management does not expect any material changes in its unrecognized tax benefits in the next year.

The Company operates in multiple tax jurisdictions and, in the normal course of business, its tax returns are subject to examination by various taxing authorities. Such examinations may result in future assessments by these taxing authorities. All tax years generally remain open to examination within the statute of limitations in taxing jurisdictions to which the Company is subject.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

(19) 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 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 years ended December 31, 2021 and 2022, Inspirato recognized $3.4 million and $2.6 million, respectively, in related party expense related to these agreements. At December 31, 2021 and 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 year ended December 31, 2022 were $40 thousand.

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment


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

		(in thousands)
Residence leasehold improvements	3	$	8,322	$	15,302
Internal-use software	3		7,947		13,559
Corporate office leasehold improvements	3		5,156		5,156
Computer equipment	3		1,265		1,436
Furniture, fixtures, and equipment	5		1,354		1,208
Residence vehicles	5		315		806
Total cost			24,359		37,467
Accumulated depreciation and amortization			15,664		19,169
Property and equipment, net		$	8,695	$	18,298

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Summary of composition of lease expense


	Year Ended December 31,
	2020		2021		2022

	(in thousands)
Operating lease expense	$	53,507	$	62,772	$	82,901
Variable lease expense		2,062		3,797		1,555

Schedule of maturities of operating liabilities


	Operating leases
	(in thousands)
Year ending December 31, 2023	$	87,822
Year ending December 31, 2024		62,361
Year ending December 31, 2025		49,777
Year ending December 31, 2026		41,455
Year ending December 31, 2027		27,901
Thereafter		64,274
Total minimum lease payments		333,590
Less: interest expense		(51,132)
Present value of lease obligations		282,458
Less: current lease obligations		(74,299)
Long-term lease obligations	$	208,159

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 December 31, 2022:


	As of December 31, 2022
Weighted-average remaining lease term (in years):
Operating leases	5.6

Weighted-average discount rate:
Operating leases	5.13	%

Prepaid Expenses and Prepaid Subscriber Travel

12 Months Ended

Dec. 31, 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,		December 31,
	2021		2022

	(in thousands)
Property operations	$	5,136	$	4,299
Software		2,979		3,601
Rent		1,094		—
Operating supplies		1,372		1,441
Insurance		520		1,581
Total	$	11,101	$	10,922

Prepaid Subscriber Travel

Prepaid subscriber travel of $17 million and $20 million at December 31, 2021 and 2022, respectively, include deposits for future member travel.

Significant Accounting Policies - Basis of Presentation (Details) - Class A Common Stock	Dec. 31, 2022	Feb. 11, 2022
Exchange ratio of outstanding units to stock	1
Reverse Capitalization
Exchange ratio of outstanding units to stock		37.2275

Loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator
Net loss attributable to Inspirato Incorporated	$ (24,057)	$ (22,218)	$ (540)
Denominator
Basic weighted average common units and class A shares outstanding	52,310	105,513	105,543
Diluted weighted average common units and class A shares outstanding	52,310	105,513	105,543
Basic net loss attributable to Inspirato Incorporated per common unit and class A share	$ (0.46)	$ (0.21)	$ (0.01)
Diluted net loss attributable to Inspirato Incorporated per common unit and class A share	$ (0.46)	$ (0.21)	$ (0.01)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Equity Based Compensation

12 Months Ended

Dec. 31, 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 three-year to five-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 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:


	Year Ended December 31,
	2020			2021
Approximate risk-free rate		0.33	%		0.49	%
Average expected life		6 years			6 years
Volatility		65.2	%		47.6	%
Estimated per share fair value of options granted	$	16.67		$	12.89

The following table represents nonqualified stock option activity for the year ended December 31, 2022:


	Number of shares	Weighted average exercise per share		Weighted-average remaining contractual term (in years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2020	8,548	$	0.78	7.12	$	598
Granted	30		0.78
Exercised	(47)		0.78
Forfeited	(703)		0.78
Outstanding at December 31, 2021	7,828	$	0.78	6.05	$	72,956
Exercised/Released	(1,844)		0.78
Cancelled/Forfeited	(422)		0.78
Expired	(112)		0.78
Outstanding at December 31, 2022	5,450	$	0.78	5.72	$	2,235

As of December 31, 2022, option expense remaining to be recognized was $0.6 million and will be recognized over the next seven years.

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 interests 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 set forth in each individual profits interest award agreement underlying the award, 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 2022, there were 9.3 million as-converted profits interests issued and outstanding, and $0.6 million in profits interest expense remained to be recognized as of December 31, 2022 over a weighted average term of 2.1 years. 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 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.

The following table represents RSU activity for the year ended December 31, 2022:


	Number of shares	Weighted average exercise per share		Weighted-average remaining contractual term (in years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2021	—		—	—	$	—
Granted	5,770		6.06
Exercised/Released	(100)		3.09
Cancelled/Forfeited	(166)		3.52
Outstanding at December 31, 2022	5,504	$	6.23	3.0	$	6,549

At December 31, 2022, there was $26 million of unrecognized compensation cost related to RSUs.

Reverse Recapitalization (Details) $ in Thousands			12 Months Ended
Reverse Recapitalization (Details) $ in Thousands	Apr. 07, 2022 USD ($) shares	Feb. 11, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares
Reverse Capitalization
Issuance of Class A shares upon conversion of Class V shares (in shares)			8,421,190
Issuance of common stock \| $			$ 5,000
Additional Paid-in Capital
Reverse Capitalization
Issuance of common stock \| $			$ 5,000
Class A Common Stock
Reverse Capitalization
Exchange ratio of outstanding units to stock			1
Common stock shares issued			62,716,000
Common stock shares outstanding			62,716,000
Issuance of common stock (in shares)	490,197
Issuance of common stock \| $	$ 5,000
Class V Common Stock
Reverse Capitalization
Common stock shares issued			61,360,000
Common stock shares outstanding			61,359,475
Reverse Capitalization
Reverse Capitalization
Conversion ratio of Thayer Class A Common Stock to Inspirato Class A Common Stock		1
Number of share prior issued and outstanding units entitle to Inspirato Warrant		0.5
Common Stock, Number Of Votes Per Share		1
Gross proceeds \| $		$ 90,000
Transaction costs incurred \| $			$ 25,000
Net cash proceeds \| $			66,000
Reverse Capitalization \| Operating Expenses
Reverse Capitalization
Transaction costs incurred \| $			1,100
Reverse Capitalization \| Additional Paid-in Capital
Reverse Capitalization
Transaction costs incurred \| $			$ 24,000
Reverse Capitalization \| Inspirato LLC
Reverse Capitalization
Ownership (as a percent)		41.20%
Reverse Capitalization \| Class A Common Stock
Reverse Capitalization
Conversion ratio of Thayer Warrants to to Inspirato Warrants		1
Number of share prior issued and outstanding units entitle to Inspirato stock		1
Exchange ratio of outstanding units to stock		37.2275
Common stock shares issued		47,000,000
Gross proceeds \| $		$ 88,000
Conversion of units into common stock in connection with the reverse recapitalization (in shares)		8,800,000
Reverse Capitalization \| Class V Common Stock
Reverse Capitalization
Common stock shares issued		70,000,000

Loss per share - Anti-dilutive securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Anti-dilutive securities
Anti-dilutive securities	20,128	17,788	17,523
Restricted Stock Units
Anti-dilutive securities
Anti-dilutive securities	3,876
Stock options
Anti-dilutive securities
Anti-dilutive securities	6,883	7,999	10,727
Warrants \| Preferred Stock
Anti-dilutive securities
Anti-dilutive securities	59	509	509
Warrants \| Common Stock
Anti-dilutive securities
Anti-dilutive securities	8,242
Profits interests
Anti-dilutive securities
Anti-dilutive securities	1,068	9,280	6,287

Commitments and Contingencies (Details) $ in Millions	1 Months Ended
Commitments and Contingencies (Details) $ in Millions	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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of components of income (loss) before income tax

The components of income (loss) before income tax are as follows:


	For the year ended December 31,
	2020		2021		2022

	(in thousands)
Domestic	$	(2,936)	$	(24,299)	$	(53,885)
Foreign		2,396		2,081		3,603
Loss before income tax expense	$	(540)	$	(22,218)	$	(50,282)

Schedule of major components of income tax provision (benefit)

Major components of income tax provision (benefit) are as follows:


	For the year ended December 31,
	2020		2021		2022

	(in thousands)
Current:
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		799
Total current	$	—	$	—	$	799
Deferred:
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		—
Total deferred		—		—		—
Total income tax expense	$	—	$	—	$	799

Schedule of income tax provision differs from the amounts computed by applying the U.S. federal income tax rate to pretax loss


	For the year ended December 31,
	2020		2021		2022

	(in thousands)
U.S. federal tax (expense) benefit at statutory rate		0.0%		0.0%		21.0%
State tax, net of federal benefit		0.0%		0.0%		0.8%
Foreign rate differential		0.0%		0.0%		(1.6)%
Net impact of noncontrolling interest and non-partnership operations on partnership outside basis		0.0%		0.0%		(11.2)%
Change in valuation allowance		0.0%		0.0%		(10.6)%
Total income tax expense		0.0%		0.0%		(1.6)%

Schedule of temporary differences that give rise to significant portions of the deferred tax assets and liabilities


	For the year ended December 31,
	2021		2022

	(in thousands)
Deferred tax assets:
Net operating loss carryforwards	$	—	$	24,501
Investment in Inspirato LLC		—		7,514
Start-up Costs		—		1,161
Total Deferred tax assets	$	—	$	33,176
Deferred tax liabilities:
Investment in Inspirato LLC	$	—	$	—
Total deferred tax liabilities	$	—	$	—
Valuation allowance		—		(33,176)
Net deferred tax assets	$	—	$	—

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

(4) Revenue

Revenues are as follows:


	Year Ended December 31,
	2020		2021		2022

	(in thousands)
Travel	$	73,660	$	134,373	$	198,925
Subscription		91,548		100,024		145,651
Other		382		350		954
Total	$	165,590	$	234,747	$	345,530

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


	December 31,
	2021		2022

	(in thousands)
Assets:
Accounts receivable, net	$	2,389	$	3,140
Liabilities:
Deferred revenue, current and noncurrent	$	191,263	$	186,054

As of December 31, 2022, deferred revenue is expected to be recognized as follows:


Years Ending December 31,	Amount
	(in thousands)
2023	$	167,733
2024		10,303
2025		4,424
2026		2,151
2027		792
Thereafter		650
Total	$	186,054

As of December 31, 2021, the balance of deferred revenue was $191 million. Significant movements in the deferred revenue balance during the period consisted of increases due to payments received prior to transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenue recognized in the period. There were additional changes in the deferred revenue balance related to vacation cancellations and rescheduling that took place during 2021 which were ultimately completed during the year ended December 31, 2022. During the year ended December 31, 2022, approximately $168 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2021.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Equity Based Compensation - 2021 Plan (Details) - Equity Incentive Plan 2021 [Member] $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	15,900,000
Number of additional shares authorized	7,453,734
Maximum automatic annual increase (in shares)	19,900,000
Maximum automatic annual increase in shares, as a percentage of shares outstanding	5.00%
Award term	10 years
Unrecognized cost, nonoptions \| $	$ 26
3-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
4-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Restricted Stock Units \| Minimum \| 3-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Restricted Stock Units \| Minimum \| 4-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Restricted Stock Units \| Maximum \| 4-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

Geographical Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Geographical Information
Long lived assets	$ 290,000	$ 8,695
United States
Geographical Information
Long lived assets	205,469	7,507
Rest of World
Geographical Information
Long lived assets	$ 84,531	$ 1,188

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 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

	(in thousands)
Assets
Prepaid expenses	$	11,101	$	(1,094)	$	10,007
Operating lease ROU assets		—		201,728		201,728
Liabilities
Current lease liabilities	$	—	$	63,415	$	63,415
Other current liabilities		457		(457)		—
Noncurrent lease liabilities		—		145,144		145,144
Other noncurrent liabilities		7,468		(7,468)		—

Prepaid Expenses and Prepaid Subscriber Travel (Tables)

12 Months Ended

Dec. 31, 2022

Prepaid Expenses and Prepaid Subscriber Travel [Abstract]

Schedule of prepaid expenses


	December 31,		December 31,
	2021		2022

	(in thousands)
Property operations	$	5,136	$	4,299
Software		2,979		3,601
Rent		1,094		—
Operating supplies		1,372		1,441
Insurance		520		1,581
Total	$	11,101	$	10,922

Leases

12 Months Ended

Dec. 31, 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. Active leases have initial terms ranging from 3 to 20 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 consolidated statement of operations.


	Year Ended December 31,
	2020		2021		2022

	(in thousands)
Operating lease expense	$	53,507	$	62,772	$	82,901
Variable lease expense		2,062		3,797		1,555

As of December 31, 2022, the maturities of the Company’s operating lease liabilities (excluding short-term leases) were as follows:


	Operating leases
	(in thousands)
Year ending December 31, 2023	$	87,822
Year ending December 31, 2024		62,361
Year ending December 31, 2025		49,777
Year ending December 31, 2026		41,455
Year ending December 31, 2027		27,901
Thereafter		64,274
Total minimum lease payments		333,590
Less: interest expense		(51,132)
Present value of lease obligations		282,458
Less: current lease obligations		(74,299)
Long-term lease obligations	$	208,159

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 December 31, 2022:


	As of December 31, 2022
Weighted-average remaining lease term (in years):
Operating leases	5.6

Weighted-average discount rate:
Operating leases	5.13	%

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of revenues


	Year Ended December 31,
	2020		2021		2022

	(in thousands)
Travel	$	73,660	$	134,373	$	198,925
Subscription		91,548		100,024		145,651
Other		382		350		954
Total	$	165,590	$	234,747	$	345,530

Schedule of assets and liabilities related to contracts with customers


	December 31,
	2021		2022

	(in thousands)
Assets:
Accounts receivable, net	$	2,389	$	3,140
Liabilities:
Deferred revenue, current and noncurrent	$	191,263	$	186,054

Schedule of expected deferred revenue recognition

As of December 31, 2022, deferred revenue is expected to be recognized as follows:


Years Ending December 31,	Amount
	(in thousands)
2023	$	167,733
2024		10,303
2025		4,424
2026		2,151
2027		792
Thereafter		650
Total	$	186,054

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Cost of revenue, depreciation	$ 2,245	$ 1,656	$ 1,734
General and administrative, equity-based compensation	$ 8,802	$ 3,258	$ 2,790

Equity Based Compensation - RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Number of shares
Granted \| shares	5,770
Exercised \| shares	(100)
Cancelled/Forfeited \| shares	(166)
Balance at the end \| shares	5,504
Weighted average exercise per share
Granted (in dollars per share) \| $ / shares	$ 6.06
Exercised/Released (in dollars per share) \| $ / shares	3.09
Cancelled/Forfeited (in dollars per share) \| $ / shares	3.52
Balance at the end (in dollars per share) \| $ / shares	$ 6.23
Other disclosures
Weighted-average remaining contractual term (in years)	3 years
Balance at the beginning (in dollars) \| $	$ 6,549
Balance at the end (in dollars) \| $	$ 6,549

Leases - Additional information about lease obligations and supplemental cash flow information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Weighted-average remaining lease term (in years):
Operating leases	5 years 7 months 6 days
Weighted-average discount rate
Operating leases	5.13%
Cash paid for amounts included in the measurement of lease liabilities:
Leased assets obtained in exchange for new operating lease liabilities	$ 355,214

Revenue - Expected recognition of deferred revenue (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 186,054
Deferred revenue recognized during period	$ 168,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Amount	$ 167,733
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Amount	$ 10,303
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Amount	$ 4,424
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Amount	$ 2,151
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Amount	$ 792
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
Revenue, Remaining Performance Obligation, Amount	$ 650

Significant Accounting Policies - Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Lease liability	$ 282,458
Assets
Prepaid Expenses	10,922		$ 11,101
Operating lease ROU assets	271,702
Liabilities
Current lease liabilities	74,299
Other current liabilities			457
Noncurrent lease liabilities	208,159
Other noncurrent liabilities			$ 7,468
Impairment expense on properties with carrying values in excess of recoverable values	$ 900
Adjustments from Adoption
Lease liability		$ 209,000
Deferred rent		(7,900)
Assets
Prepaid Expenses		(1,100)
Operating lease ROU assets		202,000
ASU 2016-02 \| Adjustments from Adoption
Assets
Prepaid Expenses		(1,094)
Operating lease ROU assets		201,728
Liabilities
Current lease liabilities		63,415
Other current liabilities		(457)
Noncurrent lease liabilities		145,144
Other noncurrent liabilities		(7,468)
ASU 2016-02 \| Adjusted Balance
Assets
Prepaid Expenses		10,007
Operating lease ROU assets		201,728
Liabilities
Current lease liabilities		63,415
Noncurrent lease liabilities		$ 145,144

Loss per share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of basic and diluted earnings per share


	Year Ended December 31,
	2020		2021		2022

	(in thousands except per share amounts)
Numerator
Net loss attributable to Inspirato Incorporated	$	(540)	$	(22,218)	$	(24,057)
Denominator
Basic and diluted weighted average common units and Class A shares outstanding		105,543		105,513		52,310
Basic and diluted net loss attributable to Inspirato Incorporated per common unit and Class A share	$	(0.01)	$	(0.21)	$	(0.46)

Schedule of anti-dilutive securities


	Year Ended December 31,
	2020		2021		2022

	(in thousands)
Restricted stock units		—		—		3,876
Stock options		10,727		7,999		6,883
Preferred warrants		509		509		59
Common stock warrants		—		—		8,242
Profit interests		6,287		9,280		1,068
Anti-dilutive securities		17,523		17,788		20,128

Geographical Information

12 Months Ended

Dec. 31, 2022

Geographical Information

Geographical Information

(18) Geographic Information

The following summary provides information concerning our principal geographic areas related to long lived assets for the years ended December 31, 2021 and 2022.


	December 31,
	2021		2022

	(in thousands)
United States	$	7,507	$	205,469
Rest of world		1,188		84,531
Total	$	8,695	$	290,000

Long lived assets consist of property and equipment, software, and right of use assets. All software and intangible assets of as December 31, 2021 and 2022 were attributable to the United States.

Revenue earned from travel and subscription services are charged on a bundled basis, without regard to where services are delivered, and periodically include a portion of services provided outside of the US. It is impracticable to separate those amounts by geographic location.

Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
Accounts receivable, net	$ 3,140	$ 2,389
Liabilities:
Deferred revenue, current and noncurrent	$ 186,054	$ 191,263

Noncontrolling Interest (Details) - shares	11 Months Ended	12 Months Ended
Noncontrolling Interest (Details) - shares	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling Interest
Common units outstanding	0	0	1,149,000
Issuance of Class A shares upon conversion of Class V shares (in shares)		8,421,190
Class V Common Stock
Noncontrolling Interest
Common stock shares outstanding	61,359,475	61,359,475
Class A Common Stock
Noncontrolling Interest
Common stock shares outstanding	62,716,000	62,716,000
Exchange ratio of outstanding units to stock	1	1
Inspirato Incorporated
Noncontrolling Interest
Ownership (as a percent)	47.00%	47.00%
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	55,253,000	55,253,000
Ownership (as a percent)	47.00%	47.00%
Issuance of Class A shares upon conversion of Class V shares (in shares)	8,421,000
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	70,000,000	70,000,000
Ownership (as a percent)	58.80%	58.80%
Non controlling interest percentage	57.50%	57.50%
Legacy Inspirato Holders \| Class V Common Stock
Noncontrolling Interest
Common stock shares outstanding	70,000,000	70,000,000
Exchange ratio of outstanding units to stock	1	1
Legacy Inspirato Holders \| Class A Common Stock
Noncontrolling Interest
Exchange ratio of outstanding units to stock	1	1

Debt - Loan Facility (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
Debt - Loan Facility (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2020
Debt
Gain on forgiveness of debt			$ 9,518
Loan Facility
Debt
Maximum borrowing capacity					$ 14,000
Interest rate (as a percent)		8.50%	4.25%
Interest expense		$ 300	$ 600	$ 600
cash deposit with the holder					$ 7,000
Paycheck Protection Program Loan [Member]
Debt
Maximum borrowing capacity				$ 9,400
Gain on forgiveness of debt	$ 9,500

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (53,885)	$ (24,299)	$ (2,936)
Foreign	3,603	2,081	2,396
Loss before income tax expense	$ (50,282)	$ (22,218)	$ (540)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling Interest
Common units outstanding	0	0	1,149,000
Issuance of Class A shares upon conversion of Class V shares (in shares)		8,421,190
Inspirato Incorporated
Noncontrolling Interest
Percentage ownership, end of period	47.00%	47.00%
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	55,253,000	55,253,000
Recapitalization	46,832,000
Issuance of Class A shares upon conversion of Class V shares (in shares)	8,421,000
Percentage ownership, end of period	47.00%	47.00%
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	70,000,000	70,000,000
Percentage ownership, end of period	58.80%	58.80%
Inspirato LLC
Noncontrolling Interest
Common units outstanding	116,613,000	116,613,000
Recapitalization	116,613,000
Continuing Inspirato Members \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	59,653,000	59,653,000
Recapitalization	66,945,000
Vesting of Profits Interests	1,129,000
Issuance of Class A shares upon conversion of Class V shares (in shares)	(8,421,000)
Unvested Continuing Inspirato Members [Member] \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	1,707,000	1,707,000
Recapitalization	2,836,000
Vesting of Profits Interests	(1,129,000)

Significant Accounting Policies - Revenue Recognition Subscription Revenue (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Expected useful life of subscriptions
Subscription Revenue [Member] \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Expected useful life of subscriptions	5 years	5 years	5 years

Significant Accounting Policies - Goodwill (Details)	12 Months Ended
Significant Accounting Policies - Goodwill (Details)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Significant Accounting Policies
Goodwill impairment \| $	$ 0	$ 0	$ 0
Number of Reporting Units \| segment	1